Back to GetFilings.com



Table of Contents

FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

(Mark One)

     
x   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2004

or

     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-13079

GAYLORD ENTERTAINMENT COMPANY


(Exact name of registrant as specified in its charter)
     
Delaware   73-0664379

 
 
 
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)

One Gaylord Drive
Nashville, Tennessee 37214
(Address of principal executive offices)
(Zip Code)

(615) 316-6000


(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No o

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

     
Class   Outstanding as of October 31, 2004

 
 
 
Common Stock, $.01 par value   39,774,380 shares

 


GAYLORD ENTERTAINMENT COMPANY

FORM 10-Q

For the Quarter Ended September 30, 2004
INDEX

         
    Page No.
       
       
    3  
    4  
    5  
    6  
    7  
    38  
    62  
    64  
       
    64  
    64  
    64  
    64  
    64  
    64  
       
 EX-10.1 AMENDMENT TO EMPLOYMENT AGREEMENT OF COLIN V. REED
 EX-10.2 EMPLOYMENT AGREEMENT OF MICHAEL D. ROSE
 EX-10.3 FORM OF STOCK OPTION AGREEMENT
 EX-10.4 FORM OF DIRECTOR STOCK OPTION AGREEMENT
 EX-31.1 SECTION 302 CERTIFICATION OF THE CEO
 EX-31.2 SECTION 302 CERTIFICATION OF THE CFO
 EX-32.1 SECTION 906 CERTIFICATION OF THE CEO & CFO

2


Table of Contents

     Part I - Financial Information

     Item 1. - Financial Statements

GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months Ended September 30, 2004 and 2003
(Unaudited)
(In thousands, except per share data)
                 
    2004
  2003
Revenues
  $ 195,924     $ 98,101  
Operating expenses:
               
Operating costs
    130,458       63,527  
Selling, general and administrative
    43,679       24,621  
Preopening costs
    223       3,283  
Impairment and other charges
          856  
Depreciation
    16,004       13,235  
Amortization
    4,307       1,332  
 
   
 
     
 
 
Operating income (loss)
    1,253       (8,753 )
Interest expense, net of amounts capitalized
    (14,850 )     (10,476 )
Interest income
    371       742  
Unrealized gain (loss) on Viacom stock
    (23,766 )     (58,976 )
Unrealized gain (loss) on derivatives
    26,317       32,976  
Income (loss) from unconsolidated companies
    1,587       1,491  
Other gains and (losses), net
    753       1,008  
 
   
 
     
 
 
Income (loss) before provision (benefit) for income taxes and discontinued operations
    (8,335 )     (41,988 )
Provision (benefit) for income taxes
    (4,524 )     (18,490 )
 
   
 
     
 
 
Income (loss) from continuing operations
    (3,811 )     (23,498 )
Income from discontinued operations, net of taxes
    619       35,150  
 
   
 
     
 
 
Net income (loss)
  $ (3,192 )   $ 11,652  
 
   
 
     
 
 
Income (loss) per share:
               
Income (loss) from continuing operations
  $ (0.10 )   $ (0.69 )
Income from discontinued operations, net of taxes
    0.02       1.03  
 
   
 
     
 
 
Net income (loss)
  $ (0.08 )   $ 0.34  
 
   
 
     
 
 
Income (loss) per share - assuming dilution:
               
Income (loss) from continuing operations
  $ (0.10 )   $ (0.69 )
Income from discontinued operations, net of taxes
    0.02       1.03  
 
   
 
     
 
 
Net income (loss)
  $ (0.08 )   $ 0.34  
 
   
 
     
 
 

The accompanying notes are an integral part of these condensed consolidated financial statements.

3


Table of Contents

GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Nine Months Ended September 30, 2004 and 2003
(Unaudited)
(In thousands, except per share data)
                 
    2004
  2003
Revenues
  $ 556,878     $ 317,951  
Operating expenses:
               
Operating costs
    354,847       191,933  
Selling, general and administrative
    139,139       79,941  
Preopening costs
    14,239       7,111  
Impairment and other charges
    1,212       856  
Restructuring charges
    78        
Depreciation
    51,258       39,661  
Amortization
    6,523       3,783  
 
   
 
     
 
 
Operating income (loss)
    (10,418 )     (5,334 )
Interest expense, net of amounts capitalized
    (39,011 )     (31,139 )
Interest income
    1,031       1,773  
Unrealized gain (loss) on Viacom stock
    (119,052 )     (27,067 )
Unrealized gain (loss) on derivatives
    84,314       24,016  
Income (loss) from unconsolidated companies
    3,383       1,806  
Other gains and (losses), net
    2,390       1,291  
 
   
 
     
 
 
Income (loss) before provision (benefit) for income taxes and discontinued operations
    (77,363 )     (34,654 )
Provision (benefit) for income taxes
    (32,006 )     (15,269 )
 
   
 
     
 
 
Income (loss) from continuing operations
    (45,357 )     (19,385 )
Income from discontinued operations, net of taxes
    619       36,126  
 
   
 
     
 
 
Net income (loss)
  $ (44,738 )   $ 16,741  
 
   
 
     
 
 
Income (loss) per share:
               
Income (loss) from continuing operations
  $ (1.15 )   $ (0.57 )
Income from discontinued operations, net of taxes
    0.02       1.07  
 
   
 
     
 
 
Net income (loss)
  $ (1.13 )   $ 0.50  
 
   
 
     
 
 
Income (loss) per share - assuming dilution:
               
Income (loss) from continuing operations
  $ (1.15 )   $ (0.57 )
Income from discontinued operations, net of taxes
    0.02       1.07  
 
   
 
     
 
 
Net income (loss)
  $ (1.13 )   $ 0.50  
 
   
 
     
 
 

The accompanying notes are an integral part of these condensed consolidated financial statements.

4


Table of Contents

GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30, 2004 and December 31, 2003
(Unaudited)
(In thousands)
                 
    September 30,   December 31,
    2004
  2003
ASSETS
               
Current assets:
               
Cash and cash equivalents - unrestricted
  $ 36,026     $ 120,965  
Cash and cash equivalents - restricted
    37,048       37,723  
Trade receivables, less allowance of $2,092 and $1,805, respectively
    36,093       26,101  
Deferred financing costs
    26,865       26,865  
Deferred income taxes
    11,584       8,753  
Other current assets
    29,092       20,121  
Current assets of discontinued operations
          19  
 
   
 
     
 
 
Total current assets
    176,708       240,547  
 
   
 
     
 
 
Property and equipment, net of accumulated depreciation
    1,342,059       1,297,528  
Intangible assets, net of accumulated amortization
    26,504       29,505  
Goodwill
    168,227       169,642  
Indefinite lived intangible assets
    40,591       40,591  
Investments
    436,989       552,658  
Estimated fair value of derivative assets
    214,328       146,278  
Long-term deferred financing costs
    54,013       75,154  
Other long term assets
    28,323       29,107  
 
   
 
     
 
 
Total assets
  $ 2,487,742     $ 2,581,010  
 
   
 
     
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Current liabilities:
               
Current portion of long-term debt and capital lease obligations
  $ 8,394     $ 8,584  
Accounts payable and accrued liabilities
    150,457       154,952  
Current liabilities of discontinued operations
    1,687       2,930  
 
   
 
     
 
 
Total current liabilities
    160,538       166,466  
 
   
 
     
 
 
Secured forward exchange contract
    613,054       613,054  
Long-term debt and capital lease obligations, net of current portion
    537,273       540,175  
Deferred income taxes
    217,266       252,502  
Estimated fair value of derivative liabilities
    2,625       21,969  
Other long term liabilities
    82,613       79,226  
Long-term liabilities of discontinued operations
          825  
Stockholders’ equity:
               
Preferred stock, $.01 par value, 100,000 shares authorized, no shares issued or outstanding
           
Common stock, $.01 par value, 150,000 shares authorized, 39,767 and 39,403 shares issued and outstanding, respectively
    398       394  
Additional paid-in capital
    651,259       639,839  
Retained earnings
    241,170       285,908  
Unearned compensation
    (1,834 )     (2,704 )
Accumulated other comprehensive loss
    (16,620 )     (16,644 )
 
   
 
     
 
 
Total stockholders’ equity
    874,373       906,793  
 
   
 
     
 
 
Total liabilities and stockholders’ equity
  $ 2,487,742     $ 2,581,010  
 
   
 
     
 
 

The accompanying notes are an integral part of these condensed consolidated financial statements.

5


Table of Contents

GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months Ended September 30, 2004 and 2003
(Unaudited)
(In thousands)
                 
    2004
  2003
Cash Flows from Operating Activities:
               
Net income (loss)
  $ (44,738 )   $ 16,741  
Amounts to reconcile net income (loss) to net cash flows provided by operating activities:
               
Loss (income) from discontinued operations, net of taxes
    (619 )     (36,126 )
Loss (income) from unconsolidated companies
    (3,383 )     (1,806 )
Unrealized loss (gain) on Viacom stock and related derivatives
    34,738       3,051  
Impairment and other charges
    1,212       856  
Depreciation and amortization
    57,781       43,444  
Provision (benefit) for deferred income taxes
    (32,727 )     (20,416 )
Amortization of deferred financing costs
    22,121       28,154  
Changes in (net of acquisitions and divestitures):
               
Trade receivables
    (9,992 )     1,103  
Income tax refund received
          1,450  
Accounts payable and accrued liabilities
    5,281       4,693  
Other assets and liabilities
    (4,625 )     3,307  
 
   
 
     
 
 
Net cash flows provided by (used in) operating activities - continuing operations
    25,049       44,451  
Net cash flows provided by (used in) operating activities - discontinued operations
    (209 )     2,524  
 
   
 
     
 
 
Net cash flows provided by (used in) operating activities
    24,840       46,975  
 
   
 
     
 
 
Cash Flows from Investing Activities:
               
Purchases of property and equipment
    (107,498 )     (167,428 )
Other investing activities
    (2,688 )     (2,578 )
 
   
 
     
 
 
Net cash flows provided by (used in) investing activities - continuing operations
    (110,186 )     (170,006 )
Net cash flows provided by (used in) investing activities - discontinued operations
          59,485  
 
   
 
     
 
 
Net cash flows provided by (used in) investing activities
    (110,186 )     (110,521 )
 
   
 
     
 
 
Cash Flows from Financing Activities:
               
Repayment of long-term debt
    (6,003 )     (72,003 )
Proceeds from issuance of long-term debt
          200,000  
Deferred financing costs paid
    (909 )     (7,793 )
Decrease (increase) in restricted cash and cash equivalents
    675       (131,220 )
Proceeds from exercise of stock option and purchase plans
    7,169       1,287  
Other financing activities, net
    (525 )     (491 )
 
   
 
     
 
 
Net cash flows provided by (used in) financing activities - continuing operations
    407       (10,220 )
Net cash flows provided by (used in) financing activities - discontinued operations
          (94 )
 
   
 
     
 
 
Net cash flows provided by (used in) financing activities
    407       (10,314 )
 
   
 
     
 
 
Net change in cash and cash equivalents
    (84,939 )     (73,860 )
Cash and cash equivalents - unrestricted, beginning of period
    120,965       98,632  
 
   
 
     
 
 
Cash and cash equivalents - unrestricted, end of period
  $ 36,026     $ 24,772  
 
   
 
     
 
 

The accompanying notes are an integral part of these condensed consolidated financial statements.

6


Table of Contents

GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. BASIS OF PRESENTATION:

The condensed consolidated financial statements include the accounts of Gaylord Entertainment Company and subsidiaries (the “Company”) and have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the financial information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2003, filed with the Securities and Exchange Commission. In the opinion of management, all adjustments necessary for a fair statement of the results of operations for the interim period have been included. All adjustments are of a normal, recurring nature. The results of operations for such interim periods are not necessarily indicative of the results for the full year.

As more fully discussed in Note 4, the Company changed its method of accounting for its investment in Bass Pro Shops, L.P. (“Bass Pro”) from the cost method of accounting to the equity method of accounting in the third quarter of 2004. The equity method of accounting has been applied retroactively to all periods presented, and the Company has restated the condensed consolidated balance sheet as of December 31, 2003, the condensed consolidated statements of operations for the three months and nine months ended September 30, 2003, and the condensed consolidated statement of cash flows for the nine months ended September 30, 2003. This change in accounting principle resulted in an increase of $0.9 million in retained earnings as of January 1, 2003 and increased net income for the three months and nine months ended September 30, 2003 by $0.9 million and $1.1 million, respectively. This change in accounting principle had no impact on cash flows provided by operating activities – continuing operations for the nine months ended September 30, 2003.

2. INCOME (LOSS) PER SHARE:

The weighted average number of common shares outstanding is calculated as follows:

                                 
    Three Months Ended September 30,
  Nine Months Ended September 30,
(in thousands)
 
  2004
  2003
  2004
  2003
Weighted average shares outstanding
    39,726       33,849       39,594       33,818  
Effect of dilutive stock options
                       
 
   
 
     
 
     
 
     
 
 
Weighted average shares outstanding - assuming dilution
    39,726       33,849       39,594       33,818  
 
   
 
     
 
     
 
     
 
 

For the three months and nine months ended September 30, 2004, the effect of dilutive stock options was the equivalent of approximately 446,000 and 475,000 shares of common stock outstanding, respectively. For the three months and nine months ended September 30, 2003, the effect of dilutive stock options was the equivalent of approximately 36,000 and 22,000 shares of common stock outstanding, respectively. Because the Company had a loss from continuing operations in the three and nine months ended September 30, 2004 and 2003, these incremental shares were excluded from the computation of diluted earnings per share for those periods as the effect of their inclusion would have been anti-dilutive.

7


Table of Contents

3. COMPREHENSIVE INCOME (LOSS):

Comprehensive income (loss) is as follows for the three and nine months of the respective periods:

                                 
    Three Months Ended   Nine Months Ended
    September 30,
  September 30,
(in thousands)
 
  2004
  2003
  2004
  2003
Net income (loss)
  $ (3,192 )   $ 11,652     $ (44,738 )   $ 16,741  
Unrealized gain (loss) on interest rate hedges
    (19 )     77       (73 )     227  
Foreign currency translation
    11             97        
 
   
 
     
 
     
 
     
 
 
Comprehensive income (loss)
  $ (3,200 )   $ 11,729     $ (44,714 )   $ 16,968  
 
   
 
     
 
     
 
     
 
 

4. INVESTMENTS

From January 1, 2000 to July 8, 2004, the Company accounted for its investment in Bass Pro under the cost method of accounting. On July 8, 2004, Bass Pro redeemed the approximate 28.5% interest held in Bass Pro by private equity investor, J.W. Childs Associates. As a result, the Company’s ownership interest in Bass Pro increased to 26.6% as of the redemption date. Because the Company’s ownership interest in Bass Pro increased to a level exceeding 20%, the Company was required by Accounting Principles Board Opinion No. 18, “The Equity Method of Accounting for Investments in Common Stock”, to begin accounting for its investment in Bass Pro under the equity method of accounting beginning in the third quarter of 2004. The equity method of accounting has been applied retroactively to all periods presented.

This change in accounting principle resulted in an increase of $858,000 in retained earnings as of January 1, 2003 and increased net income and net income per share for the three months and nine months ended September 30, 2004 and 2003 as follows:

                                 
    Three Months Ended   Nine Months Ended
    September 30,
  September 30,
(in thousands)
 
  2004
  2003
  2004
  2003
Net income
  $ 1,246     $ 909     $ 2,389     $ 1,101  
Net income per share - fully diluted
  $ 0.03     $ 0.03     $ 0.06     $ 0.03  

As of September 30, 2004, the recorded value of the Company’s investment in Bass Pro is $62.5 million greater than its equity in Bass Pro’s underlying net assets. This difference is being accounted for as equity method goodwill.

5. DISCONTINUED OPERATIONS:

The Company has reflected the following businesses as discontinued operations, consistent with the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 144 and Accounting Principles Board (“APB”) No. 30. The results of operations, net of taxes, (prior to their disposal, where applicable) and the carrying value of the assets and liabilities of these businesses have been reflected in the accompanying condensed consolidated financial statements as discontinued operations in accordance with SFAS No. 144 for all periods presented.

8


Table of Contents

     WSM-FM and WWTN(FM)

During the first quarter of 2003, the Company committed to a plan of disposal of WSM-FM and WWTN(FM) (the “Radio Operations”). Subsequent to committing to a plan of disposal during the first quarter of 2003, the Company, through a wholly-owned subsidiary, entered into an agreement to sell the assets primarily used in the operations of WSM-FM and WWTN(FM) to Cumulus Broadcasting, Inc. (“Cumulus”) in exchange for approximately $62.5 million in cash. In connection with this agreement, the Company also entered into a local marketing agreement with Cumulus pursuant to which, from April 21, 2003 until the closing of the sale of the assets, the Company, for a fee, made available to Cumulus substantially all of the broadcast time on WSM-FM and WWTN(FM). In turn, Cumulus provided programming to be broadcast during such broadcast time and collected revenues from the advertising that it sold for broadcast during this programming time. On July 22, 2003, the Company finalized the sale of WSM-FM and WWTN(FM) for approximately $62.5 million. Concurrently, the Company also entered into a joint sales agreement with Cumulus for WSM-AM in exchange for $2.5 million in cash. The Company continues to own and operate WSM-AM, and under the terms of the joint sales agreement with Cumulus, Cumulus is responsible for all sales of commercial advertising on WSM-AM and provides certain sales promotion, billing and collection services relating to WSM-AM, all for a specified commission. The joint sales agreement has a term of five years.

     Oklahoma RedHawks

During 2002, the Company committed to a plan of disposal of its approximately 78% ownership interest in the Oklahoma RedHawks, a minor league baseball team based in Oklahoma City, Oklahoma. During the fourth quarter of 2003, the Company sold its interests in the RedHawks and received cash proceeds of approximately $6.0 million.

     Acuff-Rose Music Publishing

During the second quarter of 2002, the Company committed to a plan of disposal of its Acuff-Rose Music Publishing catalog entity. During the third quarter of 2002, the Company finalized the sale of the Acuff-Rose Music Publishing entity to Sony / ATV Music Publishing for approximately $157.0 million in cash. During the third quarter of 2004, due to the expiration of certain indemnification periods as specified in the sales contract, a previously established indemnification reserve of $1.0 million was reversed and is included in the condensed consolidated statement of operations.

     Word Entertainment

During 2001, the Company committed to a plan to sell Word Entertainment. As a result of the decision to sell Word Entertainment, the Company reduced the carrying value of Word Entertainment to its estimated fair value by recognizing a pretax charge of $30.4 million in discontinued operations during 2001. Related to the decision to sell Word Entertainment, a pretax restructuring charge of $1.5 million was recorded in discontinued operations in 2001. The restructuring charge consisted of $0.9 million related to lease termination costs and $0.6 million related to severance costs. In addition, the Company recorded a reversal of $0.1 million of restructuring charges originally recorded during 2000. During the first quarter of 2002, the Company sold Word Entertainment’s domestic operations to an affiliate of Warner Music Group for $84.1 million in cash. The Company recognized a pretax gain of $0.5 million in discontinued operations during the first quarter of 2002 related to the sale of Word Entertainment. During the third quarter of 2003, due to the expiration of certain indemnification periods as specified in the sales contract, a previously established indemnification reserve of $1.5 million was reversed and is included in the condensed consolidated statement of operations.

     Businesses Sold to Oklahoma Publishing Company

During 2001, the Company sold five businesses (Pandora Films, Gaylord Films, Gaylord Sports Management, Gaylord Event Television and Gaylord Production Company) to affiliates of the Oklahoma Publishing Company (“OPUBCO”) for $22.0 million in cash and the assumption of debt of $19.3 million. OPUBCO owns a minority interest in the Company.

9


Table of Contents

Until their resignation from the board of directors in April 2004, two of the Company’s directors were also directors of OPUBCO and voting trustees of a voting trust that controls OPUBCO. Additionally, these two directors collectively beneficially owned a significant ownership interest in the Company prior to their sale of a substantial portion of this interest in April 2004.

     International Cable Networks

During the second quarter of 2001, the Company adopted a formal plan to dispose of its international cable networks. As part of this plan, the Company hired investment bankers to facilitate the disposition process, and formal communications with potentially interested parties began in July 2001. In an attempt to simplify the disposition process, in July 2001, the Company acquired an additional 25% ownership interest in its music networks in Argentina, increasing its ownership interest from 50% to 75%. In August 2001, the partnerships in Argentina finalized a pending transaction in which a third party acquired a 10% ownership interest in the companies in exchange for satellite, distribution and sales services, bringing the Company’s interest to 67.5%.

In December 2001, the Company made the decision to cease funding of its cable networks in Asia and Brazil as well as its partnerships in Argentina if a sale had not been completed by February 28, 2002. At that time the Company recorded pretax restructuring charges of $1.9 million consisting of $1.0 million of severance and $0.9 million of contract termination costs related to the networks. Also during 2001, the Company negotiated reductions in the contract termination costs with several vendors that resulted in a reversal of $0.3 million of restructuring charges originally recorded during 2000. Based on the status of the Company’s efforts to sell its international cable networks at the end of 2001, the Company recorded pretax impairment and other charges of $23.3 million during 2001. Included in this charge are the impairment of an investment in the two Argentina-based music channels totaling $10.9 million, the impairment of fixed assets, including capital leases associated with certain transponders leased by the Company, of $6.9 million, the impairment of a receivable of $3.0 million from the Argentina-based channels, current assets of $1.5 million, and intangible assets of $1.0 million.

During the first quarter of 2002, the Company finalized a transaction to sell certain assets of its Asia and Brazil networks, including the assignment of certain transponder leases. Also during the first quarter of 2002, the Company ceased operations based in Argentina. The transponder lease assignment required the Company to guarantee lease payments in 2002 from the acquirer of these networks. As such, the Company recorded a lease liability for the amount of the assignee’s portion of the transponder lease.

10


Table of Contents

The following table reflects the results of operations of businesses accounted for as discontinued operations for the three months and nine months ended September 30, 2004 and 2003:

                                 
    Three Months Ended   Nine Months Ended
    September 30,
  September 30,
(in thousands)
 
  2004
  2003
  2004
  2003
Revenues:
                               
Radio Operations
  $     $ 360     $     $ 3,703  
RedHawks
          2,137             5,000  
 
   
 
     
 
     
 
     
 
 
Total revenues
  $     $ 2,497     $     $ 8,703  
 
   
 
     
 
     
 
     
 
 
Operating income (loss):
                               
Radio Operations
  $     $ 89     $     $ 613  
RedHawks
          497             529  
 
   
 
     
 
     
 
     
 
 
Total operating income (loss)
          586             1,142  
 
   
 
     
 
     
 
     
 
 
Interest expense
          (1 )           (1 )
Interest income
          2             7  
Other gains and (losses):
                               
Radio Operations
          54,555             54,555  
RedHawks
          (120 )           (134 )
Acuff-Rose Music Publishing
    1,015       450       1,015       450  
Word Entertainment
          1,503             1,503  
Businesses sold to OPUBCO
                      368  
International cable networks
          497             497  
 
   
 
     
 
     
 
     
 
 
Total other gains and (losses)
    1,015       56,885       1,015       57,239  
 
   
 
     
 
     
 
     
 
 
Income before provision (benefit) for income taxes
    1,015       57,472       1,015       58,387  
Provision (benefit) for income taxes
    396       22,322       396       22,261  
 
   
 
     
 
     
 
     
 
 
Income (loss) from discontinued operations
  $ 619     $ 35,150     $ 619     $ 36,126  
 
   
 
     
 
     
 
     
 
 

Included in other gains and (losses) during the three months and nine months ended September 30, 2003 is a gain of $54.6 million related to the sale of the Radio Operations. The remaining other gains and (losses) in 2004 and 2003 are primarily comprised of the reversal of certain previously established indemnification reserves and miscellaneous income and expenses.

11


Table of Contents

The assets and liabilities of the discontinued operations presented in the accompanying condensed consolidated balance sheets are comprised of:

                 
    September 30,   December 31,
(in thousands)
 
  2004
  2003
Current assets:
               
Cash a