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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Vail Resorts Inc | NYSE:MTN | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
1.52 | 0.79% | 195.02 | 196.92 | 193.83 | 196.13 | 334,818 | 22:37:15 |
Delaware
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51-0291762
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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390 Interlocken Crescent
Broomfield, Colorado
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80021
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(Address of principal executive offices)
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(Zip Code)
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(303) 404-1800
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(Registrant’s telephone number, including area code)
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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MTN
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New York Stock Exchange
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None
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(Title of class)
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging growth company
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¨
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Item 16.
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•
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prolonged weakness in general economic conditions, including adverse effects on the overall travel and leisure related industries;
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•
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unfavorable weather conditions or the impact of natural disasters;
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•
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risks related to our reliance on information technology, including our failure to maintain the integrity of our customer or employee data and our ability to adapt to technological developments or industry trends;
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risks related to cyber-attacks;
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willingness of our guests to travel due to terrorism, the uncertainty of military conflicts or outbreaks of contagious diseases, and the cost and availability of travel options and changing consumer preferences;
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•
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the seasonality of our business combined with adverse events that occur during our peak operating periods;
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•
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competition in our mountain and lodging businesses;
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•
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the high fixed cost structure of our business;
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•
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our ability to fund resort capital expenditures;
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•
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risks related to a disruption in our water supply that would impact our snowmaking capabilities and operations;
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•
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our reliance on government permits or approvals for our use of public land or to make operational and capital improvements;
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•
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risks related to federal, state, local and foreign government laws, rules and regulations;
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•
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risks related to changes in security and privacy laws and regulations which could increase our operating costs and adversely affect our ability to market our products and services effectively;
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•
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risks related to our workforce, including increased labor costs, loss of key personnel and our ability to hire and retain a sufficient seasonal workforce;
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•
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adverse consequences of current or future legal claims;
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•
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a deterioration in the quality or reputation of our brands, including our ability to protect our intellectual property and the risk of accidents at our mountain resorts;
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•
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our ability to successfully integrate acquired businesses, or that acquired businesses may fail to perform in accordance with expectations, including Hotham, Falls Creek, Peak Resorts or future acquisitions;
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•
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our ability to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 with respect to acquired businesses;
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•
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risks associated with international operations;
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•
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fluctuations in foreign currency exchange rates where the Company has foreign currency exposure, primarily the Canadian and Australian dollars;
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•
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changes in accounting judgments and estimates, accounting principles, policies or guidelines or adverse determinations by taxing authorities, as well as risks associated with uncertainty of the impact of tax reform legislation in the United States;
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a materially adverse change in our financial condition; and
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•
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other risks and uncertainties included under Part I, Item 1A,”Risk Factors” in this document.
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ITEM 1.
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BUSINESS
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•
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ski school,
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•
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dining, and
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•
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retail/rental operations.
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•
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owned and/or managed luxury hotels under our RockResorts brand, as well as other strategic lodging properties,
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•
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owned and/or managed condominiums located in proximity to our mountain resorts,
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•
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certain National Park Service (“NPS”) concessionaire properties, including Grand Teton Lodge Company (“GTLC”), which operates destination resorts at Grand Teton National Park,
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•
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a Colorado resort ground transportation company, and
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•
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mountain resort golf courses.
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•
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Breckenridge Ski Resort (“Breckenridge”) - the most visited mountain resort in the United States (“U.S.”) for the 2018/2019 ski season with five interconnected peaks offering an expansive variety of terrain for every skill level, including access to above tree line intermediate and expert terrain, and progressive and award-winning terrain parks.
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•
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Vail Mountain Resort (“Vail Mountain”) - the second most visited mountain resort in the U.S. for the 2018/2019 ski season. Vail Mountain offers some of the most expansive and varied terrain in North America with approximately 5,300 skiable acres including seven world renowned back bowls and the resort’s rustic Blue Sky Basin.
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•
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Park City Resort (“Park City”) - the third most visited mountain resort in the U.S. for the 2018/2019 ski season and the largest by acreage in the U.S. Park City offers 7,300 acres of skiable terrain for every type of skier and snowboarder and offers guests an outstanding ski experience with fine dining, ski school, retail and lodging.
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•
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Keystone Resort (“Keystone”) - the fifth most visited mountain resort in the U.S. for the 2018/2019 ski season and home to the highly renowned A51 Terrain Park, as well as the largest area of night skiing in Colorado. Keystone also offers guests a unique skiing opportunity through guided snow cat ski tours accessing five bowls. Keystone is a premier destination for families with its “Kidtopia” program focused on providing activities for kids on and off the mountain.
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•
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Beaver Creek Resort (“Beaver Creek”) - the tenth most visited mountain resort in the U.S. for the 2018/2019 ski season. Beaver Creek is a European-style resort with multiple villages and also includes a world renowned children’s ski school program focused on providing a first-class experience with unique amenities such as a dedicated children’s gondola.
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•
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Crested Butte Mountain Resort (“Crested Butte”) - acquired in September 2018, Crested Butte is located in southwest Colorado and includes over 1,500 skiable acres and over 3,000 feet of vertical drop. Crested Butte is known for its historic town, iconic mountain peaks and legendary skiing and riding terrain.
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•
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Heavenly Mountain Resort (“Heavenly”) - the eleventh most visited mountain resort in the U.S. for the 2018/2019 ski season. Heavenly is located near the South Shore of Lake Tahoe with over 4,800 skiable acres, straddling the border of California and Nevada and offers unique and spectacular views of Lake Tahoe. Heavenly offers great nightlife, including its proximity to several casinos.
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•
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Northstar Resort (“Northstar”) - Northstar, located near the North Shore of Lake Tahoe, is the premier luxury mountain resort destination near Lake Tahoe which offers premium lodging, a vibrant base area and over 3,000 skiable acres. Northstar’s village features high-end shops and restaurants, a conference center and a 9,000 square-foot skating rink.
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•
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Kirkwood Mountain Resort (“Kirkwood”) - located about 35 miles southwest of South Lake Tahoe, offering a unique location atop the Sierra Crest. Kirkwood is recognized for offering some of the best high alpine advanced terrain in North America with 2,000 feet of vertical drop and over 2,300 acres of terrain.
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•
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Stowe Mountain Resort (“Stowe”) - acquired in June 2017, Stowe is a premier mountain resort located in Northern Vermont which offers high-end lodging and dining options. The mountain offers 116 trails on 485 skiable acres, with a variety of terrain for skiers of all skill levels.
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•
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Okemo Mountain Resort (“Okemo”) - acquired in September 2018, Okemo is located in southern Vermont, approximately three hours from Boston and four hours from New York City, and has developed a reputation for superior guest service, snow quality, grooming, terrain parks and family programs. Okemo offers 667 acres of skiable terrain with the most vertical feet of skiing in southern Vermont.
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Mount Sunapee Resort - (“Mount Sunapee”) - acquired in September 2018, Mount Sunapee is the premier ski area in southern New Hampshire, located approximately 90 minutes from Boston. Mount Sunapee is a family-focused ski area overlooking Lake Sunapee, with excellent snowmaking and grooming across its 230 skiable acres with a variety of terrain for skiers of all skill levels, including four terrain parks.
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•
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Stevens Pass Resort (“Stevens Pass”) - acquired in August 2018, Stevens Pass is located less than 85 miles from Seattle and sits on the crest of Washington State’s Cascade Range. Stevens Pass offers 1,125 acres of skiable terrain, including 52 runs and numerous bowls, glades and faces.
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•
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Afton Alps Ski Area (“Afton Alps”), located near the Minneapolis/St. Paul metropolitan area, is the largest ski area near a major city in the Midwest and offers 48 trails, with night skiing, riding and tubing. Mount Brighton Ski Area (“Mt. Brighton”), located near Detroit, offers 26 trails with night skiing and riding. Wilmot Mountain (“Wilmot” ), located in southern Wisconsin, is near the Chicago metropolitan area and offers 25 trails, four terrain parks, a ski and snowboard school, a ski racing program and a tubing hill.
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•
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Whistler Blackcomb (“Whistler Blackcomb”) - acquired in October 2016 and located in the Coast Mountains of British Columbia, Canada, approximately 85 miles from the Vancouver International Airport, Whistler Blackcomb is the most visited and largest year-round mountain resort in North America, with two mountains connected by the PEAK 2 PEAK gondola, which combined offer over 200 marked runs, over 8,000 acres of terrain, 14 alpine bowls, three glaciers and one of the longest ski seasons in North America. In the summer Whistler Blackcomb offers a variety of activities, including hiking trails, a bike park and sightseeing. Whistler Blackcomb is a popular destination for international visitors and was home to the 2010 Winter Olympics.
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•
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Perisher Ski Resort (“Perisher”) - located in New South Wales, Australia, Perisher provides accessibility, significant lodging and the market’s most skiable acreage for the country’s largest cities, including Sydney, Melbourne, Adelaide,
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•
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Falls Creek Alpine Resort (“Falls Creek”) - acquired in April 2019, Falls Creek is the largest ski resort in Victoria, Australia with over 1,100 skiable acres. Falls Creek features a variety of terrain that is well suited to families and first-timers. Additionally, the resort provides a variety of different lodging properties alongside restaurants, bars, and nightlife offerings.
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•
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Hotham Alpine Resort (“Hotham”) - acquired in April 2019 and located in Victoria, Australia. Hotham is considered the “Powder Capital” of Australia, and is the only resort in the Southern Hemisphere where the village is located on top of the mountain, providing outstanding views and ski-in, ski-out opportunities from anywhere in the village with over 790 skiable acres.
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•
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World-Class Mountain Resorts and Integrated Base Resort Areas
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•
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Snow Conditions
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•
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Lift Service
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•
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Terrain Parks
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•
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Commitment to the Guest Experience
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•
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Season Pass & Epic Day Pass Products
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•
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Premier Ski Schools
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•
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Dining
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•
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Retail/Rental
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•
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On-Mountain Activities
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•
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Lodging and Real Estate
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•
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Owned and managed lodging properties, including those under our luxury hotel management company, RockResorts;
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•
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Managed condominium units which are in and around our mountain resorts in Colorado, Lake Tahoe, Utah, Vermont and British Columbia, Canada;
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•
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Two NPS concessionaire properties in and near Grand Teton National Park in Wyoming;
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•
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a resort ground transportation company in Colorado; and
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•
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Company-owned mountain resort golf courses including five in Colorado, one in Wyoming and two in Vermont, as well as two Company-operated mountain golf courses; one in Lake Tahoe, California and one in Park City, Utah.
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•
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All of our hotels are located in unique, highly desirable resort destinations;
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Our hotel portfolio has achieved some of the most prestigious hotel designations in the world, including two properties in our portfolio that are currently rated as AAA 4-Diamond;
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Many of our hotels (both owned and managed) are designed to provide a look that feels indigenous to their surroundings, enhancing the guest’s vacation experience;
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Each of our RockResorts hotels provides the same high level of quality and services, while still providing unique characteristics which distinguish the resorts from one another. This appeals to travelers looking for consistency in quality and service offerings together with an experience more unique than typically offered by larger luxury hotel chains;
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•
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Many of the hotels in our portfolio provide a wide array of amenities available to the guest such as access to world-class ski and golf resorts, spa and fitness facilities, water sports and a number of other outdoor activities, as well as highly acclaimed dining options;
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•
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Conference space with the latest technology is available at most of our hotels. In addition, guests at Keystone can use our company-owned Keystone Conference Center, the largest conference facility in the Colorado Rocky Mountain region with more than 100,000 square feet of meeting, exhibit and function space;
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•
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We have a central reservations system that leverages off of our mountain resort reservations system and has an online planning and booking platform, offering our guests a seamless and useful way to make reservations at our resorts; and
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•
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We actively upgrade the quality of the accommodations and amenities available at our hotels through capital improvements. Capital funding for third-party owned properties is provided by the owners of those properties to maintain standards required by our management contracts. Projects at our owned properties completed over the past several years include extensive refurbishments and upgrades to the Grand Summit Hotel, Colter Bay Village Cabins, and DoubleTree by Hilton Breckenridge. Additionally, we have completed guest room renovations at the Keystone Lodge and The Pines Lodge.
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Forest Service Resort
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Acres
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Expiration Date
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Breckenridge
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5,702
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December 31, 2029
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Vail Mountain
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12,353
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December 1, 2031
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Keystone
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8,376
|
December 31, 2032
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Beaver Creek
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3,849
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November 8, 2039
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Crested Butte
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4,350
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September 27, 2058
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Stevens Pass
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2,443
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August 15, 2058
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Heavenly
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7,050
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May 1, 2042
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Kirkwood
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2,330
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March 1, 2052
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•
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In Colorado, we own or have ownership interests in water rights in reservoir companies, reservoirs, surface streams, groundwater wells and other sources.
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•
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Park City receives water for snowmaking from the Park City Municipal Corporation and Summit Water Distribution Company pursuant to various long-term agreements.
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Whistler Blackcomb receives water rights used for snowmaking through licenses from the Province which describe annual allowable volumes on a number of its mountain creeks, and Whistler Blackcomb typically uses only a small percentage of its licensed water.
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Heavenly’s primary sources of water purchased for domestic and snowmaking uses are the South Tahoe Public Utility District and Kingsbury General Improvement District, which are California and Nevada utilities, respectively.
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Northstar obtains water through a cooperative arrangement with the Northstar Community Services District (“NCSD”). Together with the NCSD, we, through our lease with affiliates of EPR Properties, control surface water rights that we use for snowmaking.
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Kirkwood co-owns with the Forest Service surface water rights sufficient for current and planned snowmaking at the resort. Kirkwood’s water is stored in nearby Caples Lake under contract with its owner/operator.
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Afton Alps, Mt. Brighton and Wilmot rely on on-site water wells and reservoirs for snowmaking.
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Perisher is subject to the Water Act of 1912 (NSW) (“NSW Water Act”), which regulates the use of water sources (such as rivers, lakes and groundwater aquifers) in the Kosciuszko National Park. Perisher relies on six water licenses issued under the NSW Water Act and a water extraction agreement with an independent third party for the purposes of extracting water for snowmaking.
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•
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Falls Creek and Hotham are subject to the Water Act 1989 (Vic) (the “Vic Water Act”), which regulates the use of water resources and entitlements in Victoria. Falls Creek and Hotham each relies on a water diversion license issued under the Vic Water Act, which authorizes them to take and use water from a specified waterway to operate works and for snowmaking purposes.
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ITEM 1A.
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RISK FACTORS.
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•
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proximity to population centers;
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•
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availability and cost of transportation to ski areas;
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availability and quality of lodging options in resort areas;
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•
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ease of travel to ski areas (including direct flights by major airlines);
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•
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pricing of lift tickets and/or pass products and the magnitude, quality and price of related ancillary services (ski school, dining and retail/rental), amenities and lodging;
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•
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snowmaking facilities;
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•
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type and quality of skiing and snowboarding offered;
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•
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duration of the ski season;
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•
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weather conditions; and
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•
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reputation.
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•
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our future operating performance;
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•
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general economic conditions and economic conditions affecting the resort industry, the ski industry and the capital markets;
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•
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competition; and
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•
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legislative and regulatory matters affecting our operations and business;
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Forest Service Resort
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Expiration Date
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Breckenridge
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December 31, 2029
|
Vail Mountain
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December 1, 2031
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Keystone
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December 31, 2032
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Beaver Creek
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November 8, 2039
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Crested Butte
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September 27, 2058
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Stevens Pass
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August 15, 2058
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Heavenly
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May 1, 2042
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Kirkwood
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March 1, 2052
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•
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our evaluation of the synergies and/or long-term benefits of an acquired business;
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•
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our inability to integrate acquired businesses into our operations as planned;
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•
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diversion of our management’s attention;
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•
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increased expenditures (including legal, accounting and due diligence expenses, higher administrative costs to support the acquired entities, information technology, personnel and other integration expenses);
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•
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potential increased debt leverage;
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•
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potential issuance of dilutive equity securities;
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•
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litigation arising from acquisition activity;
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•
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potential goodwill or other intangible asset impairments; and
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•
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unanticipated problems or liabilities.
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•
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restriction on the transfer of funds to and from foreign countries, including potentially negative tax consequences;
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•
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currency exchange rates;
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•
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increased exposure to general market and economic conditions outside the United States;
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•
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additional political risk;
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•
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compliance with international laws and regulations (including anti-corruption regulations, such as the U.S. Foreign Corrupt Practices Act);
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•
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data security; and
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•
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foreign tax treaties and policies.
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•
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quarterly variations in our operating results;
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•
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operating results that vary from the expectations of securities analysts and investors;
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•
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change in valuations, including our real estate held for sale;
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•
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changes in the overall travel, gaming, hospitality and leisure industries;
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•
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changes in expectations as to our future financial performance, including financial estimates by securities analysts and investors or such guidance provided by us;
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•
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announcements by us or companies in the travel, gaming, hospitality and leisure industries of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures, capital commitments, plans, prospects, service offerings or operating results;
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•
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additions or departures of key personnel;
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•
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future sales of our securities;
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•
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trading and volume fluctuations;
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•
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other risk factors as discussed herein; and
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•
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other unforeseen events
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•
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delay, defer or prevent a change in control of our Company;
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•
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discourage bids for our securities at a premium over the market price;
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•
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adversely affect the market price of, and the voting and other rights of the holders of our securities; or
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•
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impede the ability of the holders of our securities to change our management.
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•
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make it more difficult for us to satisfy our obligations;
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•
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increase our vulnerability to general adverse economic and industry conditions;
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•
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require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, including the annual payments under the Canyons lease, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, real estate developments, marketing efforts and other general corporate purposes;
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•
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limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
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•
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place us at a competitive disadvantage compared to our competitors that have less debt; and
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•
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limit our ability to borrow additional funds.
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•
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incur additional debt or sell preferred stock;
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•
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pay dividends, repurchase our stock and make other restricted payments;
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•
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create liens;
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•
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make certain types of investments;
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•
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engage in sales of assets and subsidiary stock;
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•
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enter into sales-leaseback transactions;
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•
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enter into transactions with affiliates;
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•
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issue guarantees of debt;
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•
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transfer all or substantially all of our assets or enter into merger or consolidation transactions; and
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•
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make capital expenditures.
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS.
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ITEM 2.
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PROPERTIES.
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Location
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Ownership
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Use
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Afton Alps, MN
|
Owned
|
Ski resort operations, including ski lifts, ski trails, golf course, clubhouse, buildings, commercial space and other improvements
|
Arrowhead Mountain, CO
|
Owned
|
Ski resort operations, including ski lifts, ski trails, buildings and other improvements, property management and commercial space
|
BC Housing RiverEdge, CO
|
26% Owned
|
Employee housing facilities
|
Bachelor Gulch Village, CO
|
Owned
|
Ski resort operations, including ski lifts, ski trails, buildings and other improvements, property management and commercial space
|
Beaver Creek Resort, CO
|
Owned
|
Ski resort operations, including ski lifts, ski trails, buildings and other improvements, property management, commercial space and real estate held for sale or development
|
Beaver Creek Mountain, CO (3,849
acres)
|
SUP
|
Ski trails, ski lifts, buildings and other improvements
|
Beaver Creek Mountain Resort, CO
|
Owned
|
Golf course, clubhouse, commercial space and residential condominium units
|
Breckenridge Ski Resort, CO
|
Owned
|
Ski resort operations, including ski lifts, ski trails, buildings and other improvements, property management, commercial space and real estate held for sale or development
|
Breckenridge Mountain, CO (5,702
acres)
|
SUP
|
Ski trails, ski lifts, buildings and other improvements
|
Breckenridge Terrace, CO
|
50% Owned
|
Employee housing facilities
|
Broomfield, CO
|
Leased
|
Corporate offices
|
Colter Bay Village, WY
|
Concessionaire contract
|
Lodging and dining facilities
|
Crested Butte Mountain Resort, CO
|
Owned
|
Buildings, other improvements and land used for operation of Crested Butte Mountain Resort
|
Location
|
Ownership
|
Use
|
Crested Butte Mountain Resort, CO (4,350 acres)
|
SUP
|
Ski trails, ski lifts, buildings and other improvements
|
Double Tree by Hilton Breckenridge, CO
|
Owned
|
Lodging, dining and conference facilities
|
Eagle-Vail, CO
|
Owned
|
Warehouse facility
|
Edwards, CO
|
Leased
|
Administrative offices
|
Falls Creek Alpine Resort, Victoria, Australia (1,112 acres)
|
Leased
|
Ski resort operations, including ski lifts, ski trails, buildings and other improvements
|
Headwaters Lodge & Cabins at Flagg Ranch, WY
|
Concessionaire contract
|
Lodging and dining facilities
|
Heavenly Mountain Resort, CA & NV
|
Owned
|
Ski resort operations, including ski lifts, ski trails, buildings and other improvements and commercial space
|
Heavenly Mountain, CA & NV
(7,050 acres)
|
SUP
|
Ski trails, ski lifts, buildings and other improvements
|
Hotham Alpine Resort, Victoria, Australia (791 acres)
|
Leased
|
Ski resort operations, including ski lifts, ski trails, buildings and other improvements
|
Hotham Airport, Victoria, Australia
|
Owned
|
Regional airport
|
Jackson Hole Golf & Tennis Club,
WY
|
Owned
|
Golf course, clubhouse, tennis and dining facilities
|
Jackson Lake Lodge, WY
|
Concessionaire contract
|
Lodging, dining and conference facilities
|
Jenny Lake Lodge, WY
|
Concessionaire contract
|
Lodging and dining facilities
|
Keystone Conference Center, CO
|
Owned
|
Conference facility
|
Keystone Lodge, CO
|
Owned
|
Lodging, spa, dining and conference facilities
|
Keystone Resort, CO
|
Owned
|
Ski resort operations, including ski lifts, ski trails, buildings and other improvements, commercial space, property management, dining and real estate held for sale or development
|
Keystone Mountain, CO (8,376 acres)
|
SUP
|
Ski trails, ski lifts, buildings and other improvements
|
Keystone Ranch, CO
|
Owned
|
Golf course, clubhouse and dining facilities
|
Kirkwood Mountain Resort, CA
|
Owned
|
Ski resort operations, including ski lifts, ski trails, buildings and other improvements, property management and commercial space
|
Kirkwood Mountain, CA (2,330 acres)
|
SUP
|
Ski trails, ski lifts, buildings and other improvements
|
Mount Sunapee Resort, NH (850 acres)
|
Leased
|
Ski resort operations, including ski lifts, ski trails, buildings and other improvements and commercial space
|
Mt. Brighton, MI
|
Owned
|
Ski resort operations, including ski lifts, ski trails, golf course, clubhouse, buildings, commercial space and other improvements
|
Mt. Mansfield, VT (approximately 1,400 acres)
|
Leased
|
Ski trails, ski lifts, buildings and other improvements used for operation of Stowe Mountain Resort
|
Northstar California Resort, CA
(7,200 acres)
|
Leased (1)
|
Ski trails, ski lifts, golf course, commercial space, dining facilities, buildings and other improvements
|
Northstar Village, CA
|
Leased (1)
|
Commercial space, ski resort operations, dining facilities, buildings, property management and other improvements
|
Okemo Mountain Resort, VT
|
Owned
|
Ski resort operations, including ski lifts, ski trails, buildings and other improvements, property management and commercial space
|
Okemo Mountain, VT (1,223 acres)
|
Leased
|
Ski resort operations, including ski lifts, ski trails, dining facilities, buildings and other improvements
|
Okemo Valley Golf Club, VT
|
Owned
|
Golf course, dining facilities and commercial space
|
Park City Mountain, UT
(8,900 acres)
|
Leased (2)
|
Ski resort operations including ski lifts, ski trails, buildings, commercial space, dining facilities, property management, conference facilities and other improvements (including areas previously referred to as Canyons Resort, UT)
|
Location
|
Ownership
|
Use
|
Park City Mountain, UT
(220 acres)
|
Owned
|
Ski trails, ski lifts, dining facilities, commercial space, buildings, real estate held for sale or development and other improvements
|
Perisher Ski Resort, NSW, Australia
(3,335 acres)
|
Owned/Leased/Licensed
|
Ski trails, ski lifts, dining facilities, commercial space, railway, buildings, lodging, conference facilities and other improvements
|
Red Cliffs Lodge, CA
|
Leased
|
Dining facilities, ski resort operations, commercial space, administrative offices
|
Red Sky Ranch, CO
|
Owned
|
Golf courses, clubhouses, dining facilities and real estate held for sale or development
|
River Course at Keystone, CO
|
Owned
|
Golf course and clubhouse
|
Seasons at Avon, CO
|
Leased/50% Owned
|
Administrative offices and commercial space
|
SSI Venture, LLC (“VRR”) Properties; CO, CA, NV, UT, MN & BC, Canada
|
Owned/Leased
|
Approximately 260 rental and retail stores (of which approximately 125 stores are currently held under lease) for recreational products, and 6 leased warehouses
|
Ski Tip Lodge, CO
|
Owned
|
Lodging and dining facilities
|
Stevens Pass, WA
|
Owned
|
Employee housing and guest parking facilities
|
Stevens Pass Mountain, WA (2,443 acres)
|
SUP
|
Ski trails, ski lifts, buildings and other improvements
|
Stevens Pass Ski Resort, WA
|
Owned
|
Ski resort operations, including ski lifts, ski trails, buildings and other improvements and commercial space
|
Stowe Mountain Resort, VT
|
Owned
|
Ski resort operations, including ski lifts, ski trails, buildings and other improvements and commercial space
|
Tater Hill Golf Course, VT
|
Owned
|
Golf course, clubhouse and dining facilities
|
The Arrabelle at Vail Square, CO
|
Owned
|
Lodging, spa, dining and conference facilities
|
The Lodge at Vail, CO
|
Owned
|
Lodging, spa, dining and conference facilities
|
The Osprey at Beaver Creek, CO
|
Owned
|
Lodging, dining and conference facilities
|
The Tarnes at Beaver Creek, CO
|
31% Owned
|
Employee housing facilities
|
Tenderfoot Housing, CO
|
50% Owned
|
Employee housing facilities
|
The Pines Lodge at Beaver Creek, CO
|
Owned
|
Lodging, dining and conference facilities
|
The Village Hotel, Breckenridge, CO
|
Owned
|
Lodging, dining, conference facilities and commercial space
|
Vail Mountain, CO
|
Owned
|
Ski resort operations, including ski lifts, ski trails, buildings and other improvements, property management, commercial space and real estate held for sale or development
|
Vail Mountain, CO (12,353 acres)
|
SUP
|
Ski trails, ski lifts, buildings and other improvements
|
Whistler Blackcomb Resort, BC, Canada
|
75% Owned
|
Ski resort operations, including ski lifts, ski trails, buildings and other improvements, property management, commercial space and real estate held for sale or development
|
Whistler Mountain and Blackcomb Mountain, BC, Canada
|
MDA
|
Ski resort operations, including ski lifts, ski trails, buildings and other improvements
|
Whistler Blackcomb Resort, BC, Canada
|
Leased
|
Employee housing facilities
|
Wilmot Mountain, WI
|
Owned
|
Ski trails, ski lifts, buildings and other improvements
|
ITEM 3.
|
LEGAL PROCEEDINGS.
|
ITEM 4.
|
MINE SAFETY DISCLOSURES.
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
|
Quarter Ended
|
|
|
|
|
Cash
Dividends
Declared
Per Share
|
|||||||
Market Price Per Share
|
|
|||||||||||
High
|
|
Low
|
|
|||||||||
Fiscal Year 2019
|
|
|
|
|
|
|||||||
July 31, 2019
|
$
|
249.67
|
|
|
$
|
209.78
|
|
|
$
|
1.76
|
|
|
April 30, 2019
|
$
|
229.09
|
|
|
$
|
188.31
|
|
|
$
|
1.76
|
|
|
January 31, 2019
|
$
|
286.40
|
|
|
$
|
177.92
|
|
|
$
|
1.47
|
|
|
October 31, 2018
|
$
|
302.76
|
|
|
$
|
228.07
|
|
|
$
|
1.47
|
|
|
Fiscal Year 2018
|
|
|
|
|
|
|||||||
July 31, 2018
|
$
|
291.61
|
|
|
$
|
221.56
|
|
|
$
|
1.47
|
|
|
April 30, 2018
|
$
|
236.23
|
|
|
$
|
200.68
|
|
|
$
|
1.47
|
|
|
January 31, 2018
|
$
|
237.77
|
|
|
$
|
204.86
|
|
|
$
|
1.053
|
|
|
October 31, 2017
|
$
|
232.71
|
|
|
$
|
209.80
|
|
|
$
|
1.053
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA.
|
|
Year Ended July 31,
|
||||||||||||||||||
|
2019 (1)
|
|
2018 (1)
|
|
2017 (1)
|
|
2016 (1)
|
|
2015 (1)
|
||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total net revenue
|
$
|
2,271,575
|
|
|
$
|
2,011,553
|
|
|
$
|
1,907,218
|
|
|
$
|
1,601,286
|
|
|
$
|
1,399,924
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total segment operating expense
|
1,571,738
|
|
|
1,396,023
|
|
|
1,322,841
|
|
|
1,152,496
|
|
|
1,058,432
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other operating expense, net
|
(223,568
|
)
|
|
(206,713
|
)
|
|
(205,121
|
)
|
|
(165,811
|
)
|
|
(130,979
|
)
|
|||||
Other expense, net
|
(77,304
|
)
|
|
(68,725
|
)
|
|
(30,807
|
)
|
|
(40,360
|
)
|
|
(61,185
|
)
|
|||||
Income before (provision) benefit from income taxes
|
$
|
398,965
|
|
|
$
|
340,092
|
|
|
$
|
348,449
|
|
|
$
|
242,619
|
|
|
$
|
149,328
|
|
Net Income and Dividends:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (2)
|
$
|
323,493
|
|
|
$
|
401,230
|
|
|
$
|
231,718
|
|
|
$
|
149,454
|
|
|
$
|
114,610
|
|
Net income attributable to Vail Resorts, Inc. (2)
|
$
|
301,163
|
|
|
$
|
379,898
|
|
|
$
|
210,553
|
|
|
$
|
149,754
|
|
|
$
|
114,754
|
|
Diluted net income per share attributable to Vail Resorts, Inc. (2)
|
$
|
7.32
|
|
|
$
|
9.13
|
|
|
$
|
5.22
|
|
|
$
|
4.01
|
|
|
$
|
3.07
|
|
Cash dividends declared per share
|
$
|
6.46
|
|
|
$
|
5.046
|
|
|
$
|
3.726
|
|
|
$
|
2.865
|
|
|
$
|
2.075
|
|
Other Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Mountain
|
|
|
|
|
|
|
|
|
|
||||||||||
Skier visits(3)
|
14,998
|
|
|
12,345
|
|
|
12,047
|
|
|
10,032
|
|
|
8,466
|
|
|||||
ETP (4)
|
$
|
68.89
|
|
|
$
|
71.31
|
|
|
$
|
67.93
|
|
|
$
|
65.59
|
|
|
$
|
63.37
|
|
Lodging
|
|
|
|
|
|
|
|
|
|
||||||||||
ADR(5)
|
$
|
300.47
|
|
|
$
|
300.90
|
|
|
$
|
302.80
|
|
|
$
|
280.38
|
|
|
$
|
270.84
|
|
RevPAR(6)
|
$
|
121.81
|
|
|
$
|
131.08
|
|
|
$
|
127.95
|
|
|
$
|
122.61
|
|
|
$
|
112.67
|
|
Real Estate
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate held for sale and investment(7)
|
$
|
101,021
|
|
|
$
|
99,385
|
|
|
$
|
103,405
|
|
|
$
|
111,088
|
|
|
$
|
129,825
|
|
Other Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents(8)
|
$
|
108,850
|
|
|
$
|
178,145
|
|
|
$
|
117,389
|
|
|
$
|
67,897
|
|
|
$
|
35,459
|
|
Total assets (9)
|
$
|
4,426,077
|
|
|
$
|
4,064,984
|
|
|
$
|
4,110,718
|
|
|
$
|
2,482,018
|
|
|
$
|
2,487,292
|
|
Long-term debt, net (including long-term debt due within one year)
|
$
|
1,576,260
|
|
|
$
|
1,272,732
|
|
|
$
|
1,272,421
|
|
|
$
|
700,263
|
|
|
$
|
814,501
|
|
Net Debt (10)
|
$
|
1,467,410
|
|
|
$
|
1,094,587
|
|
|
$
|
1,155,032
|
|
|
$
|
632,366
|
|
|
$
|
779,042
|
|
Total Vail Resorts, Inc. stockholders’ equity
|
$
|
1,500,627
|
|
|
$
|
1,589,434
|
|
|
$
|
1,571,156
|
|
|
$
|
874,540
|
|
|
$
|
866,568
|
|
(1)
|
We have made several mountain resort acquisitions during the past five years, which impacts comparability between years, including Falls Creek and Hotham (acquired April 2019); Crested Butte, Mount Sunapee and Okemo (acquired September 2018); Stevens Pass (acquired August 2018); Stowe (acquired June 2017); Whistler Blackcomb (acquired October 2016); Perisher (acquired June 2015) and Park City Mountain Resort (acquired September 2014).
|
(2)
|
Net income, net income attributable to Vail Resorts, Inc. and diluted net income per share attributable to Vail Resorts, Inc. were positively impacted during the year ended July 31, 2018 as a result of one-time tax benefits related to comprehensive U.S. tax legislation, which also resulted in a decreased federal U.S. corporate tax rate prospectively from January 1, 2018, and excess tax benefits from employee share award exercises, as discussed subsequently in this document.
|
(3)
|
A skier visit represents a person purchasing a ticket or utilizing a pass to access a mountain resort or urban ski area for any part of one day during a winter ski season and includes complimentary access.
|
(4)
|
ETP is calculated by dividing lift revenue by total skier visits during the respective periods.
|
(5)
|
ADR is calculated by dividing total room revenue (includes both owned room and managed condominium unit revenue) by the number of occupied rooms during the respective periods.
|
(6)
|
RevPAR is calculated by dividing total room revenue (includes both owned room and managed condominium unit revenue) by the number of rooms that are available to guests during the respective periods.
|
(7)
|
Real estate held for sale and investment includes all land, development costs and other improvements associated with real estate held for sale and investment.
|
(8)
|
Cash and cash equivalents exclude restricted cash.
|
(9)
|
We adopted a new accounting pronouncement as of July 31, 2016, which requires that deferred tax assets and liabilities be classified as noncurrent on the balance sheet. This adoption was applied prospectively and, as such, prior periods have not been adjusted.
|
(10)
|
Net Debt, a non-GAAP financial measure, is defined as long-term debt, net plus long-term debt due within one year less cash and cash equivalents. Refer to the end of the Results of Operations section of Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a reconciliation of Net Debt to long-term debt, net.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
Mountain Resorts:
|
|
Location:
|
|
1.
|
Vail Mountain Resort (“Vail Mountain”)
|
|
Colorado
|
2.
|
Breckenridge Ski Resort (“Breckenridge”)
|
|
Colorado
|
3.
|
Keystone Resort (“Keystone”)
|
|
Colorado
|
4.
|
Beaver Creek Resort (“Beaver Creek”)
|
|
Colorado
|
5.
|
Crested Butte Mountain Resort (“Crested Butte”)
|
|
Colorado
|
6.
|
Heavenly Mountain Resort (“Heavenly”)
|
|
Lake Tahoe area of Nevada and California
|
7.
|
Northstar Resort (“Northstar”)
|
|
Lake Tahoe area of California
|
8.
|
Kirkwood Mountain Resort (“Kirkwood”)
|
|
Lake Tahoe area of California
|
9.
|
Mount Sunapee Resort (“Mount Sunapee”)
|
|
New Hampshire
|
10.
|
Park City Resort (“Park City”)
|
|
Utah
|
11.
|
Stowe Mountain Resort (“Stowe”)
|
|
Vermont
|
12.
|
Okemo Mountain Resort (“Okemo”)
|
|
Vermont
|
13.
|
Stevens Pass Mountain Resort (“Stevens Pass”)
|
|
Washington
|
14.
|
Whistler Blackcomb Resort (“Whistler Blackcomb”)
|
|
British Columbia, Canada
|
15.
|
Perisher Ski Resort (“Perisher”)
|
|
New South Wales, Australia
|
16.
|
Falls Creek Alpine Resort (“Falls Creek”)
|
|
Victoria, Australia
|
17.
|
Hotham Alpine Resort (“Hotham”)
|
|
Victoria, Australia
|
Urban Ski Areas:
|
|
Location:
|
|
1.
|
Afton Alps Ski Area (“Afton Alps”)
|
|
Minnesota
|
2.
|
Mount Brighton Ski Area (“Mt. Brighton”)
|
|
Michigan
|
3.
|
Wilmot Mountain (“Wilmot”)
|
|
Wisconsin
|
•
|
The timing and amount of snowfall can have an impact on Mountain and Lodging revenue, particularly with regard to skier visits and the duration and frequency of guest visitation. To help mitigate this impact, we sell a variety of pass products prior to the beginning of the ski season which results in a more stabilized stream of lift revenue. In March
|
•
|
In Fiscal 2019, our lift revenue was favorably impacted by non-pass price increases at our mountain resorts that were implemented for the 2018/2019 North American ski season. Non-pass prices for the 2019/2020 North American ski season have not yet been finalized; and, as such, there can be no assurances as to the level of price increases, if any, which will occur and the impact that pricing may have on visitation or revenue.
|
•
|
Our Fiscal 2019 results for our Mountain segment showed improvement over Fiscal 2018 largely due to strong pass sales growth for the 2018/2019 North American ski season, strong growth in visitation and spending at our western U.S. resorts and the incremental operations of Stevens Pass, Triple Peaks and Falls Creek/Hotham (acquired in August 2018, September 2018 and April 2019, respectively). After the challenging early season period for Destination visitation during the 2018/2019 North American ski season, our results for the remainder of the season were largely in line with our original expectations, with strong growth in visitation and spending compared to the prior year, including a strong finish to the season with good conditions across our western U.S. destination resorts. However, we continued experiencing relative weakness in international visitation compared to the prior year, particularly at Whistler Blackcomb. We cannot predict whether our resorts will experience normal snowfall conditions for the upcoming 2019/2020 North American ski season nor can we estimate the impact there may be to advance bookings, guest travel, pass product sales, lift revenue (excluding pass products), retail/rental sales or other ancillary services revenue next ski season as a result of past snowfall conditions.
|
•
|
Key North American economic indicators have remained steady into calendar year 2019, including strong consumer confidence and declines in the unemployment rate. However, the growth in the North American economy may be impacted by economic challenges in North America or declining or slowing growth in economies outside of North America, accompanied by devaluation of currencies, rising inflation, trade tariffs and fluctuating commodity prices. Given these economic uncertainties, we cannot predict what the impact of the overall North American or global economy will be on overall travel and leisure spending or more specifically, on our guest visitation, guest spending or other related trends for the upcoming 2019/2020 North American ski season.
|
•
|
As of July 31, 2019, we had $108.9 million in cash and cash equivalents, as well as $214.4 million available under the revolver component of the Vail Holdings Credit Agreement (which represents the total commitment of $500.0 million less outstanding borrowings of $208.0 million and certain letters of credit outstanding of $77.6 million). Additionally, we have a credit facility which supports the liquidity needs of Whistler Blackcomb (the “Whistler Credit Agreement”). As of July 31, 2019 we had C$239.1 million ($181.2 million) available under the revolver component of the Whistler Credit Agreement (which represents the total commitment of C$300.0 million ($227.3 million) less outstanding borrowings of C$60.0 million ($45.4 million) and a letter of credit outstanding of C$0.9 million ($0.7 million)). On August 15, 2018, we amended our Vail Holdings Credit Agreement in the form of an Eighth Amended and Restated Credit Agreement to provide for an incremental term loan of $265.6 million, increasing the capacity of the term loan to $950.0 million, to fund the acquisitions of Stevens Pass and Triple Peaks, as discussed and defined below. Subsequently, on April 15, 2019, we entered into the First Amendment to the Eighth Amended and Restated Credit Agreement which primarily extended the maturity date for the outstanding term loans and revolver facility to April 15, 2024, increased the amount of dividends we are permitted to pay in each fiscal quarter under the agreement and increased the amount of the revolver facility from $400.0 million to $500.0 million. Additionally, on September 23, 2019, we entered into the Second Amendment to the Eighth Amended and Restated Credit Agreement which increased the term loan facility by approximately $335.6 million to fund the acquisition of Peak Resorts and to prepay certain portions of the debt assumed in connection with the acquisition, as discussed and defined below, and extended the maturity date for the outstanding term loans and revolver facility to September 23, 2024. During Fiscal 2019, we also entered into an amendment of the Whistler Credit Agreement which extended the maturity date of the revolving credit facility to December 2023. No other material terms of the Whistler Credit Agreement were altered.
|
•
|
On September 24, 2019, through a wholly-owned subsidiary, we acquired 100 percent of the outstanding stock of Peak Resorts, Inc. (“Peak Resorts”) at a purchase price of $11.00 per share or approximately $265 million. Through the acquisition we added 17 U.S. ski areas to our network of resorts located near major metropolitan areas including New York, Boston, Washington D.C., Baltimore, Philadelphia, Cleveland, St. Louis, Kansas City, and Louisville. The ski areas owned by Peak Resorts offer a breadth of activities, services and amenities, including skiing, snowboarding, terrain parks, tubing, dining, lodging, equipment rentals and sales, ski and snowboard instruction, mountain biking, golf and other summer activities. We funded the cash purchase price through incremental term loan borrowings, as discussed above, in conjunction with our September 23, 2019 amendment of the Vail Holdings Credit Agreement. We expect that the acquisition of Peak Resorts will positively contribute to our results of operations; however, we cannot predict the ultimate impact the new resorts will have on our future results of operations.
|
•
|
On April 4, 2019, through a wholly-owned subsidiary, we acquired ski field leases and related infrastructure used to operate two resorts in Victoria, Australia. We acquired Australian Alpine Enterprises Holdings Pty. Ltd and all related corporate entities that operate the Falls Creek and Hotham resorts from Living and Leisure Australia Group, a subsidiary of Merlin Entertainments, for a purchase price of approximately AU$178.9 million ($127.4 million), after adjustments for certain agreed-upon terms, including an increase in the purchase price for operating losses incurred for the period from December 29, 2018 through closing. The acquisition included the ski school, retail/rental, reservation and property management operations at both resort areas and we funded the cash purchase price through cash on-hand. We expect that the acquisition of Falls Creek and Hotham will positively contribute to our results of operations; however, we cannot predict the ultimate impact the new resorts will have on our future results of operations.
|
•
|
On August 15, 2018, through a wholly-owned subsidiary, we acquired Stevens Pass Resort in the State of Washington from Ski Resort Holdings, LLC for a total purchase price of $64.0 million. We borrowed $70.0 million on August 15, 2018 under the term loan of our Vail Holdings Credit Agreement, as discussed above, primarily to fund the acquisition of Stevens Pass. Additionally, on September 27, 2018, we acquired Triple Peaks, LLC (“Triple Peaks”), the parent company of Okemo Mountain Resort in Vermont, Crested Butte Mountain Resort in Colorado and Mount Sunapee Resort in New Hampshire, for a cash purchase price of approximately $74.1 million, after adjustments for certain agreed-upon terms. In addition, contemporaneous with the closing of the transaction, Triple Peaks paid $155.0 million to satisfy the remaining obligations for the leases that all three resorts had with Ski Resort Holdings, with funds provided by us. Accordingly, the total purchase price, including the repayment of lease obligations, was $229.1 million, for which we utilized cash on hand and borrowed $195.6 million under the term loan of our Vail Holdings Credit Agreement to fund the transaction and associated acquisition related expenses. We expect that the acquisitions of Stevens Pass and Triple Peaks will positively contribute to our results of operations; however, we cannot predict whether we will realize all of the synergies expected from the operations of Stevens Pass and Triple Peaks and the ultimate impact the new resorts will have on our future results of operations.
|
|
Year Ended July 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Mountain Reported EBITDA
|
$
|
678,594
|
|
|
$
|
591,605
|
|
|
$
|
566,338
|
|
Lodging Reported EBITDA
|
28,100
|
|
|
25,006
|
|
|
27,087
|
|
|||
Resort Reported EBITDA
|
$
|
706,694
|
|
|
$
|
616,611
|
|
|
$
|
593,425
|
|
Real Estate Reported EBITDA
|
$
|
(4,317
|
)
|
|
$
|
957
|
|
|
$
|
(399
|
)
|
Income before (provision) benefit from income taxes
|
$
|
398,965
|
|
|
$
|
340,092
|
|
|
$
|
348,449
|
|
Net income attributable to Vail Resorts, Inc.
|
$
|
301,163
|
|
|
$
|
379,898
|
|
|
$
|
210,553
|
|
|
|
|
|
|
|
|
Percentage
|
||||||||||
|
Year Ended July 31,
|
|
Increase/(Decrease)
|
||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019/2018
|
|
2018/2017
|
||||||||
Mountain net revenue:
|
|
|
|
|
|
|
|
|
|
||||||||
Lift
|
$
|
1,033,234
|
|
|
$
|
880,293
|
|
|
$
|
818,341
|
|
|
17.4
|
%
|
|
7.6
|
%
|
Ski school
|
215,060
|
|
|
189,910
|
|
|
177,748
|
|
|
13.2
|
%
|
|
6.8
|
%
|
|||
Dining
|
181,837
|
|
|
161,402
|
|
|
150,587
|
|
|
12.7
|
%
|
|
7.2
|
%
|
|||
Retail/rental
|
320,267
|
|
|
296,466
|
|
|
293,428
|
|
|
8.0
|
%
|
|
1.0
|
%
|
|||
Other
|
205,803
|
|
|
194,851
|
|
|
171,682
|
|
|
5.6
|
%
|
|
13.5
|
%
|
|||
Total Mountain net revenue
|
1,956,201
|
|
|
1,722,922
|
|
|
1,611,786
|
|
|
13.5
|
%
|
|
6.9
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Mountain operating expense:
|
|
|
|
|
|
|
|
|
|
||||||||
Labor and labor-related benefits
|
507,811
|
|
|
443,891
|
|
|
403,020
|
|
|
14.4
|
%
|
|
10.1
|
%
|
|||
Retail cost of sales
|
121,442
|
|
|
111,198
|
|
|
112,902
|
|
|
9.2
|
%
|
|
(1.5
|
)%
|
|||
Resort related fees
|
96,240
|
|
|
87,111
|
|
|
83,503
|
|
|
10.5
|
%
|
|
4.3
|
%
|
|||
General and administrative
|
233,159
|
|
|
214,090
|
|
|
199,582
|
|
|
8.9
|
%
|
|
7.3
|
%
|
|||
Other
|
320,915
|
|
|
276,550
|
|
|
248,324
|
|
|
16.0
|
%
|
|
11.4
|
%
|
|||
Total Mountain operating expense
|
1,279,567
|
|
|
1,132,840
|
|
|
1,047,331
|
|
|
13.0
|
%
|
|
8.2
|
%
|
|||
Mountain equity investment income, net
|
1,960
|
|
|
1,523
|
|
|
1,883
|
|
|
28.7
|
%
|
|
(19.1
|
)%
|
|||
Mountain Reported EBITDA
|
$
|
678,594
|
|
|
$
|
591,605
|
|
|
$
|
566,338
|
|
|
14.7
|
%
|
|
4.5
|
%
|
Total skier visits
|
14,998
|
|
|
12,345
|
|
|
12,047
|
|
|
21.5
|
%
|
|
2.5
|
%
|
|||
ETP
|
$
|
68.89
|
|
|
$
|
71.31
|
|
|
$
|
67.93
|
|
|
(3.4
|
)%
|
|
5.0
|
%
|
|
|
|
|
|
|
|
Percentage
|
||||||||||
|
Year Ended July 31,
|
|
Increase/(Decrease)
|
||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019/2018
|
|
2018/2017
|
||||||||
Lodging net revenue:
|
|
|
|
|
|
|
|
|
|
||||||||
Owned hotel rooms
|
$
|
64,826
|
|
|
$
|
65,252
|
|
|
$
|
63,939
|
|
|
(0.7
|
)%
|
|
2.1
|
%
|
Managed condominium rooms
|
86,236
|
|
|
70,198
|
|
|
65,694
|
|
|
22.8
|
%
|
|
6.9
|
%
|
|||
Dining
|
53,730
|
|
|
48,554
|
|
|
48,449
|
|
|
10.7
|
%
|
|
0.2
|
%
|
|||
Transportation
|
21,275
|
|
|
21,111
|
|
|
22,173
|
|
|
0.8
|
%
|
|
(4.8
|
)%
|
|||
Golf
|
19,648
|
|
|
18,110
|
|
|
17,837
|
|
|
8.5
|
%
|
|
1.5
|
%
|
|||
Other
|
54,617
|
|
|
47,577
|
|
|
46,238
|
|
|
14.8
|
%
|
|
2.9
|
%
|
|||
|
300,332
|
|
|
270,802
|
|
|
264,330
|
|
|
10.9
|
%
|
|
2.4
|
%
|
|||
Payroll cost reimbursements
|
14,330
|
|
|
13,841
|
|
|
14,184
|
|
|
3.5
|
%
|
|
(2.4
|
)%
|
|||
Total Lodging net revenue
|
314,662
|
|
|
284,643
|
|
|
278,514
|
|
|
10.5
|
%
|
|
2.2
|
%
|
|||
Lodging operating expense:
|
|
|
|
|
|
|
|
|
|
||||||||
Labor and labor-related benefits
|
135,940
|
|
|
121,733
|
|
|
117,183
|
|
|
11.7
|
%
|
|
3.9
|
%
|
|||
General and administrative
|
41,256
|
|
|
37,716
|
|
|
37,217
|
|
|
9.4
|
%
|
|
1.3
|
%
|
|||
Other
|
95,036
|
|
|
86,347
|
|
|
82,843
|
|
|
10.1
|
%
|
|
4.2
|
%
|
|||
|
272,232
|
|
|
245,796
|
|
|
237,243
|
|
|
10.8
|
%
|
|
3.6
|
%
|
|||
Reimbursed payroll costs
|
14,330
|
|
|
13,841
|
|
|
14,184
|
|
|
3.5
|
%
|
|
(2.4
|
)%
|
|||
Total Lodging operating expense
|
286,562
|
|
|
259,637
|
|
|
251,427
|
|
|
10.4
|
%
|
|
3.3
|
%
|
|||
Lodging Reported EBITDA
|
$
|
28,100
|
|
|
$
|
25,006
|
|
|
$
|
27,087
|
|
|
12.4
|
%
|
|
(7.7
|
)%
|
|
|
|
|
|
|
|
Percentage
|
||||||||||
|
Year Ended July 31,
|
|
Increase/(Decrease)
|
||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019/2018
|
|
2018/2017
|
||||||||
Total Real Estate net revenue
|
$
|
712
|
|
|
$
|
3,988
|
|
|
$
|
16,918
|
|
|
(82.1
|
)%
|
|
(76.4
|
)%
|
Real Estate operating expense:
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of sales (including sales commissions)
|
13
|
|
|
3,927
|
|
|
14,534
|
|
|
(99.7
|
)%
|
|
(73.0
|
)%
|
|||
Other, net
|
5,596
|
|
|
(381
|
)
|
|
9,549
|
|
|
1,568.8
|
%
|
|
(104.0
|
)%
|
|||
Total Real Estate operating expense
|
5,609
|
|
|
3,546
|
|
|
24,083
|
|
|
58.2
|
%
|
|
(85.3
|
)%
|
|||
Gain on sale of real property
|
580
|
|
|
515
|
|
|
6,766
|
|
|
12.6
|
%
|
|
(92.4
|
)%
|
|||
Real Estate Reported EBITDA
|
$
|
(4,317
|
)
|
|
$
|
957
|
|
|
$
|
(399
|
)
|
|
(351.1
|
)%
|
|
339.8
|
%
|
|
Year Ended July 31,
|
|
Percentage Increase/(Decrease)
|
||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019/2018
|
|
2018/2017
|
||||||||
Depreciation and amortization
|
$
|
(218,117
|
)
|
|
$
|
(204,462
|
)
|
|
$
|
(189,157
|
)
|
|
6.7
|
%
|
|
8.1
|
%
|
Change in fair value of contingent consideration
|
$
|
(5,367
|
)
|
|
$
|
1,854
|
|
|
$
|
(16,300
|
)
|
|
(389.5
|
)%
|
|
111.4
|
%
|
Investment income and other, net
|
$
|
3,086
|
|
|
$
|
1,944
|
|
|
$
|
6,114
|
|
|
58.7
|
%
|
|
(68.2
|
)%
|
Interest expense, net
|
$
|
(79,496
|
)
|
|
$
|
(63,226
|
)
|
|
$
|
(54,089
|
)
|
|
25.7
|
%
|
|
16.9
|
%
|
Foreign currency (loss) gain on intercompany loans
|
$
|
(2,854
|
)
|
|
$
|
(8,966
|
)
|
|
$
|
15,285
|
|
|
68.2
|
%
|
|
(158.7
|
)%
|
(Provision) benefit from income taxes
|
$
|
(75,472
|
)
|
|
$
|
61,138
|
|
|
$
|
(116,731
|
)
|
|
223.4
|
%
|
|
(152.4
|
)%
|
|
Year Ended July 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Mountain Reported EBITDA
|
$
|
678,594
|
|
|
$
|
591,605
|
|
|
$
|
566,338
|
|
Lodging Reported EBITDA
|
28,100
|
|
|
25,006
|
|
|
27,087
|
|
|||
Resort Reported EBITDA
|
706,694
|
|
|
616,611
|
|
|
593,425
|
|
|||
Real Estate Reported EBITDA
|
(4,317
|
)
|
|
957
|
|
|
(399
|
)
|
|||
Total Reported EBITDA
|
702,377
|
|
|
617,568
|
|
|
593,026
|
|
|||
Depreciation and amortization
|
(218,117
|
)
|
|
(204,462
|
)
|
|
(189,157
|
)
|
|||
Loss on disposal of fixed assets and other, net
|
(664
|
)
|
|
(4,620
|
)
|
|
(6,430
|
)
|
|||
Change in fair value of contingent consideration
|
(5,367
|
)
|
|
1,854
|
|
|
(16,300
|
)
|
|||
Investment income and other, net
|
3,086
|
|
|
1,944
|
|
|
6,114
|
|
|||
Foreign currency (loss) gain on intercompany loans
|
(2,854
|
)
|
|
(8,966
|
)
|
|
15,285
|
|
|||
Interest expense, net
|
(79,496
|
)
|
|
(63,226
|
)
|
|
(54,089
|
)
|
|||
Income before (provision) benefit from income taxes
|
398,965
|
|
|
340,092
|
|
|
348,449
|
|
|||
(Provision) benefit from income taxes
|
(75,472
|
)
|
|
61,138
|
|
|
(116,731
|
)
|
|||
Net income
|
323,493
|
|
|
401,230
|
|
|
231,718
|
|
|||
Net income attributable to noncontrolling interests
|
(22,330
|
)
|
|
(21,332
|
)
|
|
(21,165
|
)
|
|||
Net income attributable to Vail Resorts, Inc.
|
$
|
301,163
|
|
|
$
|
379,898
|
|
|
$
|
210,553
|
|
|
July 31,
|
||||||
|
2019
|
|
2018
|
||||
Long-term debt, net
|
$
|
1,527,744
|
|
|
$
|
1,234,277
|
|
Long-term debt due within one year
|
48,516
|
|
|
38,455
|
|
||
Total debt
|
1,576,260
|
|
|
1,272,732
|
|
||
Less: cash and cash equivalents
|
108,850
|
|
|
178,145
|
|
||
Net Debt
|
$
|
1,467,410
|
|
|
$
|
1,094,587
|
|
|
Year Ended July 31,
|
||||||||
|
2019
|
2018
|
2017
|
||||||
Net cash provided by operating activities
|
$
|
634,231
|
|
$
|
548,486
|
|
$
|
470,983
|
|
Net cash used in investing activities
|
$
|
(596,034
|
)
|
$
|
(134,579
|
)
|
$
|
(676,660
|
)
|
Net cash (used in) provided by financing activities
|
$
|
(99,558
|
)
|
$
|
(350,715
|
)
|
$
|
255,617
|
|
|
|
|
Payments Due by Period
|
||||||||||||||||
|
|
|
Fiscal
|
|
2-3
|
|
4-5
|
|
More than
|
||||||||||
Contractual Obligations
|
Total
|
|
2020
|
|
years
|
|
years
|
|
5 years
|
||||||||||
Long-Term Debt (Outstanding Principal) (1)
|
$
|
1,580,130
|
|
|
$
|
54,666
|
|
|
$
|
97,228
|
|
|
$
|
1,027,843
|
|
|
$
|
400,393
|
|
Fixed Rate Interest (1)
|
1,253
|
|
|
211
|
|
|
372
|
|
|
299
|
|
|
371
|
|
|||||
Canyons Obligation (2)
|
1,648,150
|
|
|
28,262
|
|
|
58,230
|
|
|
60,583
|
|
|
1,501,075
|
|
|||||
Operating Leases and Service Contracts (3)
|
370,077
|
|
|
65,196
|
|
|
94,484
|
|
|
67,871
|
|
|
142,526
|
|
|||||
Purchase Obligations and Other (4)
|
537,315
|
|
|
399,829
|
|
|
108,649
|
|
|
402
|
|
|
28,435
|
|
|||||
Total Contractual Cash Obligations
|
$
|
4,136,925
|
|
|
$
|
548,164
|
|
|
$
|
358,963
|
|
|
$
|
1,156,998
|
|
|
$
|
2,072,800
|
|
(1)
|
The fixed-rate interest payments, as well as long-term debt payments, included in the table above, assume that all debt outstanding as of July 31, 2019 will be held to maturity. Interest payments associated with variable-rate debt have not been included in the table. Assuming that our approximately $1.2 billion of variable-rate long-term debt as of July 31, 2019 is held to maturity and utilizing interest rates in effect at July 31, 2019, our annual interest payments (including commitment fees and letter of credit fees) on variable rate long-term debt as of July 31, 2019 is anticipated to be approximately $43.4 million for Fiscal 2020, approximately $41.7 million for Fiscal 2021 and approximately $36.5 million for at least each of the next three years subsequent to Fiscal 2021. The future annual interest obligations noted herein are estimated only in relation to debt outstanding as of July 31, 2019 and do not reflect interest obligations on potential future debt.
|
(2)
|
Reflects principal and interest expense payments associated with the remaining lease term of the Canyons obligation, initially 50 years, assuming a 2% per annum (floor) increase in payments. Any potential increases to the annual fixed payment above the 2% floor due to inflation linked index of CPI less 1% have been excluded.
|
(3)
|
The payments under noncancelable operating leases included in the table above reflect the applicable minimum lease payments and exclude any potential contingent rent payments.
|
(4)
|
Purchase obligations and other primarily include amounts which are classified as trade payables, accrued payroll and benefits, accrued fees and assessments, contingent consideration liability, accrued taxes (including taxes for uncertain tax positions) on our Consolidated Balance Sheet as of July 31, 2019; and, other commitments for goods and services not yet received, including construction contracts and minimum commitments under season pass alliance agreements, not included on our Consolidated Balance Sheet as of July 31, 2019 in accordance with GAAP.
|
|
Year Ended July 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Foreign currency translation adjustments, net of tax
|
$
|
(34,287
|
)
|
|
$
|
(61,957
|
)
|
|
$
|
64,152
|
|
Foreign currency (loss) gain on intercompany loans
|
$
|
(2,854
|
)
|
|
$
|
(8,966
|
)
|
|
$
|
15,285
|
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
|
|
|
|
|
Consolidated Financial Statements
|
|
|
July 31,
|
|||||
|
2019
|
2018
|
||||
Assets
|
|
|
||||
Current assets:
|
|
|
||||
Cash and cash equivalents
|
$
|
108,850
|
|
$
|
178,145
|
|
Restricted cash
|
9,539
|
|
6,895
|
|
||
Accounts receivable, net of allowances of $724 and $1,278, respectively
|
270,896
|
|
230,829
|
|
||
Inventories, net of reserves of $2,031 and $1,534, respectively
|
96,539
|
|
85,588
|
|
||
Other current assets
|
42,116
|
|
37,279
|
|
||
Total current assets
|
527,940
|
|
538,736
|
|
||
Property, plant and equipment, net (Note 7)
|
1,842,500
|
|
1,627,219
|
|
||
Real estate held for sale and investment
|
101,021
|
|
99,385
|
|
||
Deferred charges and other assets
|
40,237
|
|
43,386
|
|
||
Goodwill, net (Note 7)
|
1,608,206
|
|
1,475,686
|
|
||
Intangible assets, net (Note 7)
|
306,173
|
|
280,572
|
|
||
Total assets
|
$
|
4,426,077
|
|
$
|
4,064,984
|
|
Liabilities and Stockholders’ Equity
|
|
|
||||
Current liabilities:
|
|
|
||||
Accounts payable and accrued liabilities (Note 7)
|
$
|
607,857
|
|
$
|
504,533
|
|
Income taxes payable
|
62,760
|
|
50,632
|
|
||
Long-term debt due within one year (Note 5)
|
48,516
|
|
38,455
|
|
||
Total current liabilities
|
719,133
|
|
593,620
|
|
||
Long-term debt, net (Note 5)
|
1,527,744
|
|
1,234,277
|
|
||
Other long-term liabilities (Note 7)
|
283,601
|
|
291,506
|
|
||
Deferred income taxes (Note 10)
|
168,759
|
|
133,918
|
|
||
Total liabilities
|
2,699,237
|
|
2,253,321
|
|
||
Commitments and contingencies (Note 12)
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
||||
Preferred stock, $0.01 par value, 25,000 shares authorized, no shares issued and outstanding
|
—
|
|
—
|
|
||
Common stock, $0.01 par value, 100,000 shares authorized and 46,190 and 46,021 shares issued, respectively
|
461
|
|
460
|
|
||
Exchangeable shares, $0.01 par value, 56 and 58 shares issued and outstanding, respectively (Note 4)
|
1
|
|
1
|
|
||
Additional paid-in capital
|
1,130,083
|
|
1,137,467
|
|
||
Accumulated other comprehensive loss
|
(31,730
|
)
|
(2,227
|
)
|
||
Retained earnings
|
759,801
|
|
726,722
|
|
||
Treasury stock, at cost; 5,905 and 5,552 shares, respectively (Note 15)
|
(357,989
|
)
|
(272,989
|
)
|
||
Total Vail Resorts, Inc. stockholders’ equity
|
1,500,627
|
|
1,589,434
|
|
||
Noncontrolling interests
|
226,213
|
|
222,229
|
|
||
Total stockholders’ equity
|
1,726,840
|
|
1,811,663
|
|
||
Total liabilities and stockholders’ equity
|
$
|
4,426,077
|
|
$
|
4,064,984
|
|
|
Year Ended July 31,
|
||||||||
|
2019
|
2018
|
2017
|
||||||
Net revenue:
|
|
|
|
||||||
Mountain and Lodging services and other
|
$
|
1,807,930
|
|
$
|
1,584,310
|
|
$
|
1,477,654
|
|
Mountain and Lodging retail and dining
|
462,933
|
|
423,255
|
|
412,646
|
|
|||
Resort net revenue
|
2,270,863
|
|
2,007,565
|
|
1,890,300
|
|
|||
Real Estate
|
712
|
|
3,988
|
|
16,918
|
|
|||
Total net revenue
|
2,271,575
|
|
2,011,553
|
|
1,907,218
|
|
|||
Operating expense (exclusive of depreciation and amortization shown separately below):
|
|
|
|
||||||
Mountain and Lodging operating expense
|
1,101,670
|
|
966,566
|
|
891,135
|
|
|||
Mountain and Lodging retail and dining cost of products sold
|
190,044
|
|
174,105
|
|
170,824
|
|
|||
General and administrative
|
274,415
|
|
251,806
|
|
236,799
|
|
|||
Resort operating expense
|
1,566,129
|
|
1,392,477
|
|
1,298,758
|
|
|||
Real Estate, net
|
5,609
|
|
3,546
|
|
24,083
|
|
|||
Total segment operating expense
|
1,571,738
|
|
1,396,023
|
|
1,322,841
|
|
|||
Other operating (expense) income:
|
|
|
|
||||||
Depreciation and amortization
|
(218,117
|
)
|
(204,462
|
)
|
(189,157
|
)
|
|||
Gain on sale of real property
|
580
|
|
515
|
|
6,766
|
|
|||
Change in fair value of contingent consideration (Note 9)
|
(5,367
|
)
|
1,854
|
|
(16,300
|
)
|
|||
Loss on disposal of fixed assets and other, net
|
(664
|
)
|
(4,620
|
)
|
(6,430
|
)
|
|||
Income from operations
|
476,269
|
|
408,817
|
|
379,256
|
|
|||
Mountain equity investment income, net
|
1,960
|
|
1,523
|
|
1,883
|
|
|||
Investment income and other, net
|
3,086
|
|
1,944
|
|
6,114
|
|
|||
Foreign currency (loss) gain on intercompany loans (Note 5)
|
(2,854
|
)
|
(8,966
|
)
|
15,285
|
|
|||
Interest expense, net
|
(79,496
|
)
|
(63,226
|
)
|
(54,089
|
)
|
|||
Income before (provision) benefit from income taxes
|
398,965
|
|
340,092
|
|
348,449
|
|
|||
(Provision) benefit from income taxes (Note 10)
|
(75,472
|
)
|
61,138
|
|
(116,731
|
)
|
|||
Net income
|
323,493
|
|
401,230
|
|
231,718
|
|
|||
Net income attributable to noncontrolling interests
|
(22,330
|
)
|
(21,332
|
)
|
(21,165
|
)
|
|||
Net income attributable to Vail Resorts, Inc.
|
$
|
301,163
|
|
$
|
379,898
|
|
$
|
210,553
|
|
Per share amounts (Note 4):
|
|
|
|
||||||
Basic net income per share attributable to Vail Resorts, Inc.
|
$
|
7.46
|
|
$
|
9.40
|
|
$
|
5.36
|
|
Diluted net income per share attributable to Vail Resorts, Inc.
|
$
|
7.32
|
|
$
|
9.13
|
|
$
|
5.22
|
|
Cash dividends declared per share
|
$
|
6.46
|
|
$
|
5.046
|
|
$
|
3.726
|
|
|
Year Ended July 31,
|
||||||||
|
2019
|
2018
|
2017
|
||||||
Net income
|
$
|
323,493
|
|
$
|
401,230
|
|
$
|
231,718
|
|
Foreign currency translation adjustments and other (net of tax of $0, $1,981 and ($2,831), respectively)
|
(34,287
|
)
|
(61,957
|
)
|
64,152
|
|
|||
Comprehensive income
|
289,206
|
|
339,273
|
|
295,870
|
|
|||
Comprehensive income attributable to noncontrolling interests
|
(17,546
|
)
|
(5,997
|
)
|
(39,372
|
)
|
|||
Comprehensive income attributable to Vail Resorts, Inc.
|
$
|
271,660
|
|
$
|
333,276
|
|
$
|
256,498
|
|
|
Common Stock
|
Additional
Paid in
Capital
|
Accumulated Other Comprehensive (Loss) Income
|
Retained
Earnings
|
Treasury
Stock
|
Total Vail Resorts, Inc. Stockholders’ Equity
|
Noncontrolling
Interests
|
Total
Stockholders’
Equity
|
|||||||||||||||||||
|
Vail Resorts
|
Exchangeable
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance, July 31, 2016
|
$
|
416
|
|
$
|
—
|
|
$
|
635,986
|
|
$
|
(1,550
|
)
|
$
|
486,667
|
|
$
|
(246,979
|
)
|
$
|
874,540
|
|
$
|
13,926
|
|
$
|
888,466
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
210,553
|
|
—
|
|
210,553
|
|
21,165
|
|
231,718
|
|
|||||||||
Foreign currency translation adjustments, net of tax
|
—
|
|
—
|
|
—
|
|
45,945
|
|
—
|
|
—
|
|
45,945
|
|
18,207
|
|
64,152
|
|
|||||||||
Total comprehensive income
|
|
|
|
|
|
|
256,498
|
|
39,372
|
|
295,870
|
|
|||||||||||||||
Stock-based compensation (Note 16)
|
—
|
|
—
|
|
18,315
|
|
—
|
|
—
|
|
—
|
|
18,315
|
|
—
|
|
18,315
|
|
|||||||||
Shares issued for acquisition (Note 6)
|
33
|
|
4
|
|
574,608
|
|
—
|
|
—
|
|
—
|
|
574,645
|
|
—
|
|
574,645
|
|
|||||||||
Exchangeable share transfers
|
3
|
|
(3
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Issuance of shares under share award plan, net of shares withheld for employee taxes (Note 16)
|
2
|
|
—
|
|
(16,277
|
)
|
—
|
|
—
|
|
—
|
|
(16,275
|
)
|
—
|
|
(16,275
|
)
|
|||||||||
Tax benefit from share award plan
|
—
|
|
—
|
|
9,878
|
|
—
|
|
—
|
|
—
|
|
9,878
|
|
—
|
|
9,878
|
|
|||||||||
Repurchases of common stock (Note 15)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(210
|
)
|
(210
|
)
|
—
|
|
(210
|
)
|
|||||||||
Dividends (Note 4)
|
—
|
|
—
|
|
—
|
|
—
|
|
(146,235
|
)
|
—
|
|
(146,235
|
)
|
—
|
|
(146,235
|
)
|
|||||||||
Acquisition of noncontrolling interest (Note 6)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
182,579
|
|
182,579
|
|
|||||||||
Distributions to noncontrolling interests, net
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(8,074
|
)
|
(8,074
|
)
|
|||||||||
Balance, July 31, 2017
|
454
|
|
1
|
|
1,222,510
|
|
44,395
|
|
550,985
|
|
(247,189
|
)
|
1,571,156
|
|
227,803
|
|
1,798,959
|
|
|||||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
379,898
|
|
—
|
|
379,898
|
|
21,332
|
|
401,230
|
|
|||||||||
Foreign currency translation adjustments, net of tax
|
—
|
|
—
|
|
—
|
|
(46,622
|
)
|
—
|
|
—
|
|
(46,622
|
)
|
(15,335
|
)
|
(61,957
|
)
|
|||||||||
Total comprehensive income
|
|
|
|
|
|
|
333,276
|
|
5,997
|
|
339,273
|
|
|||||||||||||||
Stock-based compensation (Note 16)
|
—
|
|
—
|
|
19,040
|
|
—
|
|
—
|
|
—
|
|
19,040
|
|
—
|
|
19,040
|
|
|||||||||
Measurement period adjustment (Note 6)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,776
|
)
|
(1,776
|
)
|
|||||||||
Issuance of shares under share award plan, net of shares withheld for employee taxes (Note 16)
|
6
|
|
—
|
|
(104,083
|
)
|
—
|
|
—
|
|
—
|
|
(104,077
|
)
|
—
|
|
(104,077
|
)
|
|||||||||
Repurchases of common stock (Note 15)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(25,800
|
)
|
(25,800
|
)
|
—
|
|
(25,800
|
)
|
|||||||||
Dividends (Note 4)
|
—
|
|
—
|
|
—
|
|
—
|
|
(204,161
|
)
|
—
|
|
(204,161
|
)
|
—
|
|
(204,161
|
)
|
|||||||||
Distributions to noncontrolling interests, net
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(9,795
|
)
|
(9,795
|
)
|
|||||||||
Balance, July 31, 2018
|
460
|
|
1
|
|
1,137,467
|
|
(2,227
|
)
|
726,722
|
|
(272,989
|
)
|
1,589,434
|
|
222,229
|
|
1,811,663
|
|
|||||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
301,163
|
|
—
|
|
301,163
|
|
22,330
|
|
323,493
|
|
|||||||||
Foreign currency translation adjustments, net of tax
|
—
|
|
—
|
|
—
|
|
(29,503
|
)
|
—
|
|
—
|
|
(29,503
|
)
|
(4,784
|
)
|
(34,287
|
)
|
|||||||||
Total comprehensive income
|
|
|
|
|
|
|
271,660
|
|
17,546
|
|
289,206
|
|
|||||||||||||||
Stock-based compensation (Note 16)
|
—
|
|
—
|
|
19,856
|
|
—
|
|
—
|
|
—
|
|
19,856
|
|
—
|
|
19,856
|
|
|||||||||
Cumulative effect for adoption of revenue standard (Notes 2 & 3)
|
—
|
|
—
|
|
—
|
|
—
|
|
(7,517
|
)
|
—
|
|
(7,517
|
)
|
—
|
|
(7,517
|
)
|
|||||||||
Issuance of shares under share award plan, net of shares withheld for employee taxes (Note 16)
|
1
|
|
—
|
|
(27,240
|
)
|
—
|
|
—
|
|
—
|
|
(27,239
|
)
|
—
|
|
(27,239
|
)
|
|||||||||
Repurchases of common stock (Note 15)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(85,000
|
)
|
(85,000
|
)
|
—
|
|
(85,000
|
)
|
|||||||||
Dividends (Note 4)
|
—
|
|
—
|
|
—
|
|
—
|
|
(260,567
|
)
|
—
|
|
(260,567
|
)
|
—
|
|
(260,567
|
)
|
|||||||||
Distributions to noncontrolling interests, net
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(13,562
|
)
|
(13,562
|
)
|
|||||||||
Balance, July 31, 2019
|
$
|
461
|
|
$
|
1
|
|
$
|
1,130,083
|
|
$
|
(31,730
|
)
|
$
|
759,801
|
|
$
|
(357,989
|
)
|
$
|
1,500,627
|
|
$
|
226,213
|
|
$
|
1,726,840
|
|
|
Year Ended July 31,
|
||||||||
|
2019
|
2018
|
2017
|
||||||
Cash flows from operating activities:
|
|
|
|
||||||
Net income
|
$
|
323,493
|
|
$
|
401,230
|
|
$
|
231,718
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||||
Depreciation and amortization
|
218,117
|
|
204,462
|
|
189,157
|
|
|||
Cost of real estate sales
|
—
|
|
3,701
|
|
13,097
|
|
|||
Stock-based compensation expense
|
19,856
|
|
19,040
|
|
18,315
|
|
|||
Deferred income taxes, net
|
22,419
|
|
(45,770
|
)
|
36,437
|
|
|||
Canyons obligation accreted interest expense
|
5,752
|
|
5,723
|
|
5,687
|
|
|||
Change in fair value of contingent consideration
|
5,367
|
|
(1,854
|
)
|
16,300
|
|
|||
Foreign currency loss (gain) on intercompany loans
|
2,854
|
|
8,966
|
|
(15,285
|
)
|
|||
Gain on sale of real property
|
(580
|
)
|
(515
|
)
|
(6,766
|
)
|
|||
Other non-cash income, net
|
(13,875
|
)
|
(13,784
|
)
|
(15,063
|
)
|
|||
Changes in assets and liabilities, net of effects of acquisitions:
|
|
|
|
||||||
Accounts receivable, net
|
(35,406
|
)
|
(44,261
|
)
|
(36,291
|
)
|
|||
Inventories, net
|
(7,274
|
)
|
(963
|
)
|
8,086
|
|
|||
Accounts payable and accrued liabilities
|
23,296
|
|
1,879
|
|
(22,119
|
)
|
|||
Deferred revenue
|
35,628
|
|
42,007
|
|
24,217
|
|
|||
Income taxes payable - excess tax benefit from share award plans
|
(12,932
|
)
|
(71,077
|
)
|
(9,878
|
)
|
|||
Income taxes payable - other
|
38,773
|
|
38,453
|
|
27,954
|
|
|||
Other assets and liabilities, net
|
8,743
|
|
1,249
|
|
5,417
|
|
|||
Net cash provided by operating activities
|
634,231
|
|
548,486
|
|
470,983
|
|
|||
Cash flows from investing activities:
|
|
|
|
||||||
Capital expenditures
|
(192,035
|
)
|
(140,611
|
)
|
(144,432
|
)
|
|||
Acquisition of businesses, net of cash acquired
|
(419,044
|
)
|
(1,356
|
)
|
(547,044
|
)
|
|||
Other investing activities, net
|
15,045
|
|
7,388
|
|
14,816
|
|
|||
Net cash used in investing activities
|
(596,034
|
)
|
(134,579
|
)
|
(676,660
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
||||||
Proceeds from borrowings under Vail Holdings Credit Agreement
|
543,625
|
|
225,000
|
|
669,375
|
|
|||
Proceeds from borrowings under Whistler Credit Agreement
|
26,518
|
|
46,513
|
|
16,917
|
|
|||
Repayments of borrowings under Vail Holdings Credit Agreement
|
(235,625
|
)
|
(182,500
|
)
|
(213,125
|
)
|
|||
Repayments of borrowings under Whistler Credit Agreement
|
(45,060
|
)
|
(91,941
|
)
|
(53,889
|
)
|
|||
Employee taxes paid for share award exercises
|
(27,239
|
)
|
(104,077
|
)
|
(16,275
|
)
|
|||
Repurchases of common stock
|
(85,000
|
)
|
(25,800
|
)
|
(210
|
)
|
|||
Dividends paid
|
(260,567
|
)
|
(204,161
|
)
|
(146,235
|
)
|
|||
Other financing activities, net
|
(16,210
|
)
|
(13,749
|
)
|
(941
|
)
|
|||
Net cash (used in) provided by financing activities
|
(99,558
|
)
|
(350,715
|
)
|
255,617
|
|
|||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
(5,290
|
)
|
(5,814
|
)
|
3,779
|
|
|||
Net (decrease) increase in cash, cash equivalents and restricted cash
|
(66,651
|
)
|
57,378
|
|
53,719
|
|
|||
Cash, cash equivalents and restricted cash:
|
|
|
|
||||||
Beginning of period
|
$
|
185,040
|
|
$
|
127,662
|
|
$
|
73,943
|
|
End of period
|
$
|
118,389
|
|
$
|
185,040
|
|
$
|
127,662
|
|
Cash paid for interest
|
$
|
70,888
|
|
$
|
53,842
|
|
$
|
46,454
|
|
Taxes paid, net
|
$
|
27,212
|
|
$
|
16,945
|
|
$
|
49,373
|
|
Non-cash investing activities:
|
|
|
|
||||||
Accrued capital expenditures
|
$
|
18,420
|
|
$
|
15,638
|
|
$
|
14,631
|
|
Mountain Resorts:
|
|
Location:
|
|
1.
|
Vail Mountain Resort (“Vail Mountain”)
|
|
Colorado
|
2.
|
Breckenridge Ski Resort (“Breckenridge”)
|
|
Colorado
|
3.
|
Keystone Resort (“Keystone”)
|
|
Colorado
|
4.
|
Beaver Creek Resort (“Beaver Creek”)
|
|
Colorado
|
5.
|
Crested Butte Mountain Resort (“Crested Butte”)
|
|
Colorado
|
6.
|
Heavenly Mountain Resort (“Heavenly”)
|
|
Lake Tahoe area of Nevada and California
|
7.
|
Northstar Resort (“Northstar”)
|
|
Lake Tahoe area of California
|
8.
|
Kirkwood Mountain Resort (“Kirkwood”)
|
|
Lake Tahoe area of California
|
9.
|
Mount Sunapee Resort (“Mount Sunapee”)
|
|
New Hampshire
|
10.
|
Park City Resort (“Park City”)
|
|
Utah
|
11.
|
Stowe Mountain Resort (“Stowe”)
|
|
Vermont
|
12.
|
Okemo Mountain Resort (“Okemo”)
|
|
Vermont
|
13.
|
Stevens Pass Mountain Resort (“Stevens Pass”)
|
|
Washington
|
14.
|
Whistler Blackcomb Resort (“Whistler Blackcomb”)
|
|
British Columbia, Canada
|
15.
|
Perisher Ski Resort (“Perisher”)
|
|
New South Wales, Australia
|
16.
|
Falls Creek Alpine Resort (“Falls Creek”)
|
|
Victoria, Australia
|
17.
|
Hotham Alpine Resort (“Hotham”)
|
|
Victoria, Australia
|
Urban Ski Areas:
|
|
Location:
|
|
1.
|
Afton Alps Ski Area (“Afton Alps”)
|
|
Minnesota
|
2.
|
Mount Brighton Ski Area (“Mt. Brighton”)
|
|
Michigan
|
3.
|
Wilmot Mountain (“Wilmot”)
|
|
Wisconsin
|
2.
|
Summary of Significant Accounting Policies
|
|
Estimated Life
in Years
|
Land improvements
|
10-35
|
Buildings and building improvements
|
7-30
|
Machinery and equipment
|
2-30
|
Furniture and fixtures
|
3-10
|
Software
|
3
|
Vehicles
|
3-10
|
|
Year Ended July 31,
|
||||||||
|
2019
|
2018
|
2017
|
||||||
Mountain stock-based compensation expense
|
$
|
16,474
|
|
$
|
15,716
|
|
$
|
14,969
|
|
Lodging stock-based compensation expense
|
3,219
|
|
3,215
|
|
3,215
|
|
|||
Real Estate stock-based compensation expense
|
163
|
|
109
|
|
131
|
|
|||
Pre-tax stock-based compensation expense
|
19,856
|
|
19,040
|
|
18,315
|
|
|||
Less: benefit from income taxes
|
4,589
|
|
5,406
|
|
6,290
|
|
|||
Net stock-based compensation expense
|
$
|
15,267
|
|
$
|
13,634
|
|
$
|
12,025
|
|
|
As of July 31, 2019
|
||||||||
Balance Sheet
|
Balances Without Adoption of Topic 606
|
Adjustments
|
As Reported
(Under Topic 606)
|
||||||
Liabilities
|
|
|
|
||||||
Accounts payable and accrued liabilities
|
$
|
601,507
|
|
$
|
6,350
|
|
$
|
607,857
|
|
Stockholders’ equity
|
|
|
|
||||||
Retained earnings
|
$
|
766,151
|
|
$
|
(6,350
|
)
|
$
|
759,801
|
|
•
|
Mountain revenue is derived from a wide variety of sources, including, among other things: lift revenue, which includes sales of lift tickets and pass products; ski school revenue, which includes the revenue derived from ski school operations; dining revenue, which includes both casual and fine dining on-mountain operations; retail sales and equipment rentals; and other on-mountain revenue, which includes private ski club revenue (which includes both club dues and amortization of initiation fees), marketing and internet advertising revenue, municipal services and lodging and transportation operations at the Company’s Australian resorts. Revenue is recognized over time as performance obligations are satisfied as control of the good or service (e.g. access to ski areas, provision of ski school services, etc.) is transferred to the customer, except for the Company’s retail sales and dining operations revenues which are recognized at a point in time when performance obligations are satisfied by transferring control of the underlying goods to the customer. The Company records deferred revenue primarily related to the sale of pass products. Deferred revenue is recognized throughout the ski season as the Company’s performance obligations are satisfied as control of the service (e.g. access to ski areas throughout the ski season) is transferred to the customer. Transfer of control is based on an estimated number of pass product holder visits relative to total expected visits. Total expected visits are estimated based on historical data, and the Company believes this estimate provides a faithful depiction of its customers’ pass product usage. When sufficient historical data to determine usage patterns is not available, such as in the case of new product offerings, deferred revenue is recognized on a straight-line basis throughout the ski season until sufficient historical usage patterns are available. The Company also includes other sources of revenue, mostly related to commercial leasing, and employee housing leasing arrangements within other mountain revenue.
|
•
|
Lodging revenue is derived from a wide variety of sources, including, among other things: revenue from owned hotel rooms and managed hotel rooms; revenue from hotel dining operations; transportation revenue which relates to the Company’s Colorado resort ground transportation operations; and other lodging revenue which includes property management services, managed properties other costs reimbursements, private golf club revenue (which includes both club dues and amortization of initiation fees), and golf course fees. Lodging revenue also includes managed hotel property payroll cost reimbursements related to payroll costs at managed properties where the Company is the employer, which are reimbursed by the owner with no added margin. Therefore, these revenues and corresponding expenses have no net effect on the Company’s operating income or net income. Other than revenue from dining operations, lodging revenue is mostly recognized over time as performance obligations are satisfied as control of the service (e.g. nightly hotel room access) is transferred to the customer.
|
•
|
Real estate revenue primarily relates to the sale of development land parcels. Real estate revenue is generally recognized at a point in time when performance obligations have been satisfied, which is usually upon closing of the sales transaction and in an amount that reflects the consideration to which the Company expects to be entitled.
|
|
|
Year Ended July 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Mountain net revenue:
|
|
|
|
|
|
|
||||||
Lift
|
|
$
|
1,033,234
|
|
|
$
|
880,293
|
|
|
$
|
818,341
|
|
Ski School
|
|
215,060
|
|
|
189,910
|
|
|
177,748
|
|
|||
Dining
|
|
181,837
|
|
|
161,402
|
|
|
150,587
|
|
|||
Retail/Rental
|
|
320,267
|
|
|
296,466
|
|
|
293,428
|
|
|||
Other
|
|
205,803
|
|
|
194,851
|
|
|
171,682
|
|
|||
Total Mountain net revenue
|
|
$
|
1,956,201
|
|
|
$
|
1,722,922
|
|
|
$
|
1,611,786
|
|
Lodging net revenue:
|
|
|
|
|
|
|
||||||
Owned hotel rooms
|
|
$
|
64,826
|
|
|
$
|
65,252
|
|
|
$
|
63,939
|
|
Managed condominium rooms
|
|
86,236
|
|
|
70,198
|
|
|
65,694
|
|
|||
Dining
|
|
53,730
|
|
|
48,554
|
|
|
48,449
|
|
|||
Transportation
|
|
21,275
|
|
|
21,111
|
|
|
22,173
|
|
|||
Golf
|
|
19,648
|
|
|
18,110
|
|
|
17,837
|
|
|||
Other
|
|
54,617
|
|
|
47,577
|
|
|
46,238
|
|
|||
|
|
300,332
|
|
|
270,802
|
|
|
264,330
|
|
|||
Payroll cost reimbursements
|
|
14,330
|
|
|
13,841
|
|
|
14,184
|
|
|||
Total Lodging net revenue
|
|
$
|
314,662
|
|
|
$
|
284,643
|
|
|
$
|
278,514
|
|
Total Resort net revenue
|
|
$
|
2,270,863
|
|
|
$
|
2,007,565
|
|
|
$
|
1,890,300
|
|
Total Real Estate net revenue
|
|
712
|
|
|
3,988
|
|
|
16,918
|
|
|||
Total net revenue
|
|
$
|
2,271,575
|
|
|
$
|
2,011,553
|
|
|
$
|
1,907,218
|
|
|
Year Ended July 31,
|
|||||||||||||||||
|
2019
|
2018
|
2017
|
|||||||||||||||
|
Basic
|
Diluted
|
Basic
|
Diluted
|
Basic
|
Diluted
|
||||||||||||
Net income per share:
|
|
|
|
|
|
|
||||||||||||
Net income attributable to Vail Resorts
|
$
|
301,163
|
|
$
|
301,163
|
|
$
|
379,898
|
|
$
|
379,898
|
|
$
|
210,553
|
|
$
|
210,553
|
|
Weighted-average shares outstanding
|
40,292
|
|
40,292
|
|
40,337
|
|
40,337
|
|
39,158
|
|
39,158
|
|
||||||
Weighted-average Exchangeco shares outstanding
|
57
|
|
57
|
|
60
|
|
60
|
|
93
|
|
93
|
|
||||||
Total Weighted-average shares outstanding
|
40,349
|
|
40,349
|
|
40,397
|
|
40,397
|
|
39,251
|
|
39,251
|
|
||||||
Effect of dilutive securities
|
—
|
|
809
|
|
—
|
|
1,221
|
|
—
|
|
1,115
|
|
||||||
Total shares
|
40,349
|
|
41,158
|
|
40,397
|
|
41,618
|
|
39,251
|
|
40,366
|
|
||||||
Net income per share attributable to Vail Resorts, Inc.
|
$
|
7.46
|
|
$
|
7.32
|
|
$
|
9.40
|
|
$
|
9.13
|
|
$
|
5.36
|
|
$
|
5.22
|
|
|
Maturity
|
July 31,
2019 |
July 31,
2018 |
||||
Vail Holdings Credit Agreement revolver (a)
|
2024
|
$
|
208,000
|
|
$
|
130,000
|
|
Vail Holdings Credit Agreement term loan (a)
|
2024
|
914,375
|
|
684,375
|
|
||
Whistler Credit Agreement revolver (b)
|
2023
|
45,454
|
|
65,353
|
|
||
Employee housing bonds (c)
|
2027-2039
|
52,575
|
|
52,575
|
|
||
Canyons obligation (d)
|
2063
|
340,261
|
|
334,509
|
|
||
Other (e)
|
2020-2032
|
19,465
|
|
9,270
|
|
||
Total debt
|
|
1,580,130
|
|
1,276,082
|
|
||
Less: Unamortized debt issuance costs
|
|
3,870
|
|
3,350
|
|
||
Less: Current maturities (f)
|
|
48,516
|
|
38,455
|
|
||
Long-term debt, net
|
|
$
|
1,527,744
|
|
$
|
1,234,277
|
|
(a)
|
On August 15, 2018, in order to fund the Stevens Pass and Triple Peaks acquisitions (see Note 6, Acquisitions), the Company’s wholly-owned subsidiary, Vail Holdings, Inc. (“VHI”) entered into the Eighth Amended and Restated Credit Agreement (the “Vail Holdings Credit Agreement”), with Bank of America, N.A., as administrative agent, and other lenders named therein, through which those lenders agreed to provide an additional $265.6 million in incremental term loans and agreed, on behalf of all lenders, to extend the maturity date for the outstanding term loans and revolver facility under the Vail Holdings Credit Agreement to August 15, 2023. Subsequently, on April 15, 2019, the Company entered into an amendment to the Vail Holdings Credit Agreement which primarily extended the maturity date for the outstanding term loans and revolver facility to April 15, 2024, increased the amount of dividends the Company is permitted to pay in each fiscal quarter under the agreement and increased the amount of the revolver facility by $100.0 million. The Vail Holdings Credit Agreement consists of a $500.0 million revolving credit facility and a $950.0 million term loan facility. VHI’s obligations under the Vail Holdings Credit Agreement are guaranteed by the Company and certain of its subsidiaries and are collateralized by a pledge of all the capital stock of VHI and substantially all of its subsidiaries (with certain additional exceptions for the pledge of the capital stock of foreign subsidiaries). In addition, pursuant to the terms of the Vail Holdings Credit Agreement, VHI has the ability to increase availability (under the revolver or in the form of term loans) to an aggregate principal amount not to exceed the greater of (i) $1.2 billion and (ii) the product of 2.75 and the trailing twelve-month Adjusted EBITDA, as defined in the Vail Holdings Credit Agreement. The term loan facility is subject to quarterly amortization of principal of approximately $11.9 million, which began on January 31, 2019, in equal installments, for a total of five percent payable in each year and the final payment of all amounts outstanding, plus accrued and unpaid interest due in April 2024. The proceeds of the loans made under the Vail Holdings Credit Agreement may be used to fund the Company’s working capital needs, capital expenditures, acquisitions, investments and other general corporate purposes, including the issuance of letters of credit. Borrowings under the Vail Holdings Credit Agreement, including the term loan facility, bear interest annually at LIBOR plus 1.25% as of July 31, 2019 (3.48% as of July 31, 2019). Interest rate margins may fluctuate based upon the ratio of the Company’s Net Funded Debt to Adjusted EBITDA on a trailing four-quarter basis. The Vail Holdings Credit Agreement also includes a quarterly unused commitment fee, which is equal to a percentage determined by the Net Funded Debt to Adjusted EBITDA ratio, as each such term is defined in the Vail Holdings Credit Agreement, times the daily amount by which the Vail Holdings Credit Agreement commitment exceeds the total of outstanding loans and outstanding letters of credit (0.25% as of July 31, 2019). The unused amounts are accessible to the extent that the Net Funded Debt to Adjusted EBITDA ratio does not exceed the maximum ratio allowed at quarter-ends and the Adjusted EBITDA to interest on Funded Debt (as defined in the Vail Holdings Credit Agreement) ratio does not fall below the minimum ratio allowed at quarter-ends. The Vail Holdings Credit Agreement provides for affirmative and negative covenants that restrict, among other things, the Company’s ability to incur indebtedness, dispose of assets, make capital expenditures, make distributions and make investments. In addition, the Vail Holdings Credit Agreement includes the following restrictive financial covenants: Net Funded Debt to Adjusted EBITDA ratio and Adjusted EBITDA to interest on Funded Debt ratio.
|
(b)
|
The WB Partnerships (as defined in Note 6, Acquisitions) are party to a credit agreement, dated as of November 12, 2013 (as amended, the “Whistler Credit Agreement”), by and among Whistler Mountain Resort Limited Partnership (“Whistler LP”), Blackcomb Skiing Enterprises Limited Partnership (“Blackcomb LP”), certain subsidiaries of Whistler LP and Blackcomb LP party thereto as guarantors (the “Whistler Subsidiary Guarantors”), the financial institutions party thereto as lenders and The Toronto-Dominion Bank, as administrative agent. The Whistler Credit Agreement consists of a C$300.0 million revolving credit facility, and during the year ended July 31, 2019, the Company entered into an amendment of the Whistler Credit Agreement which extended the maturity date of the revolving credit facility to December 15, 2023. No other material terms of the Whistler Credit Agreement were altered. The WB Partnerships’ obligations under the Whistler Credit Agreement are guaranteed by the Whistler Subsidiary Guarantors and are collateralized by a pledge of the capital stock of the Whistler Subsidiary Guarantors and a pledge of substantially all of the assets of Whistler LP, Blackcomb LP and the Whistler Subsidiary Guarantors. In addition, pursuant to the terms of the Whistler Credit Agreement, the WB Partnerships have the ability to increase the commitment amount by up to C$75.0 million, subject to lender approval. Borrowings under the Whistler Credit Agreement are available in Canadian or U.S. dollars and bear interest annually, subject to an applicable margin based on the WB Partnerships’ Consolidated Total Leverage Ratio (as defined in the Whistler Credit Agreement), with pricing as of July 31, 2019, in the case of borrowings (i) in Canadian dollars, at the WB Partnerships’ option, either (a) at the Canadian Prime Rate plus 0.75% per annum or (b) by way of the issuance of bankers’ acceptances plus 1.75% per annum; and (ii) in U.S. dollars, at the WB Partnerships option, either at (a) the U.S. Base Rate plus 0.75% per annum or (b) Bankers Acceptance Rate plus 1.75% per annum. As of July 31, 2019 all borrowings under the Whistler Credit Agreement were made in Canadian dollars and by way of the issuance of bankers’ acceptances plus 1.75% (3.76% as of July 31, 2019). The Whistler Credit Agreement also includes a quarterly unused commitment fee based on the Consolidated Total Leverage Ratio, which as of July 31, 2019 is equal to 0.3937% per annum. The Whistler Credit Agreement provides for affirmative and negative covenants that restrict, among other things, the WB Partnerships’ ability to incur indebtedness and liens, dispose of assets, make capital expenditures, make distributions and make investments. In addition, the Whistler Credit Agreement includes the restrictive financial covenants (leverage ratios and interest coverage ratios) customary for facilities of this type.
|
(c)
|
The Company has recorded the outstanding debt of four Employee Housing Entities (each an “Employee Housing Entity” and collectively the “Employee Housing Entities”): Breckenridge Terrace, Tarnes, BC Housing and Tenderfoot. The proceeds of the Employee Housing Bonds were used to develop apartment complexes designated primarily for use by the Company’s seasonal employees at its Colorado mountain resorts. The Employee Housing Bonds are variable rate, interest-only instruments with interest rates tied to LIBOR plus 0% to 0.09% (2.23% to 2.32% as of July 31, 2019).
|
|
Maturity (a)
|
Tranche A
|
Tranche B
|
Total
|
||||||
Breckenridge Terrace
|
2039
|
$
|
14,980
|
|
$
|
5,000
|
|
$
|
19,980
|
|
Tarnes
|
2039
|
8,000
|
|
2,410
|
|
10,410
|
|
|||
BC Housing
|
2027
|
9,100
|
|
1,500
|
|
10,600
|
|
|||
Tenderfoot
|
2035
|
5,700
|
|
5,885
|
|
11,585
|
|
|||
Total
|
|
$
|
37,780
|
|
$
|
14,795
|
|
$
|
52,575
|
|
(d)
|
On May 24, 2013, VR CPC Holdings, Inc. (“VR CPC”), a wholly-owned subsidiary of the Company, entered into a transaction agreement with affiliate companies of Talisker Corporation (“Talisker”) pursuant to which the parties entered into a master lease agreement (the “Lease”) and certain ancillary transaction documents on May 29, 2013 related to the former stand-alone Canyons Resort (“Canyons”), pursuant to which the Company assumed the resort operations of the Canyons. The Lease between VR CPC and Talisker has an initial term of 50 years with six 50-year renewal options. The Lease provides for $25 million in annual payments, which increase each year by an inflation-linked index of CPI less 1% per annum, with a floor of 2%. Vail Resorts has guaranteed the payments under the Lease. The obligation at July 31, 2019 represents future lease payments for the remaining initial lease term of 50 years (including annual increases at the floor of 2%) discounted using an interest rate of 10%, and includes accumulated accreted interest expense of approximately $34.9 million.
|
(e)
|
During the year ended July 31, 2019, the Company completed two real estate sales transactions that were accounted for as financing arrangements as a result of the Company’s continuing involvement with the underlying assets that were sold, including but not limited to, the obligation to repurchase finished commercial space from the development projects upon completion. The Company received approximately $11.2 million of proceeds for these sales transactions during the year ended July 31, 2019, which are reflected within long-term debt, net. Other obligations also consist of a $3.9 million note outstanding to the Colorado Water Conservation Board, which matures on September 16, 2028, and other financing arrangements. Other obligations, including the Colorado Water Conservation Board note, bear interest at rates ranging from 5.1% to 5.5%.
|
(f)
|
Current maturities represent principal payments due in the next 12 months, and exclude approximately $6.2 million of proceeds resulting from a real estate transaction accounted for as a financing arrangement, as discussed above, which are expected to be recognized on the Company’s Statement of Operations during the year ending July 31, 2020 as a result of the anticipated resolution of continuing involvement, with no associated cash outflow.
|
|
Total
|
||
2020 (1)
|
$
|
54,666
|
|
2021
|
48,580
|
|
|
2022
|
48,648
|
|
|
2023
|
48,719
|
|
|
2024
|
979,124
|
|
|
Thereafter
|
400,393
|
|
|
Total debt
|
$
|
1,580,130
|
|
6.
|
Acquisitions
|
|
Acquisition Date Estimated Fair Value
|
||
Current assets
|
$
|
6,986
|
|
Property, plant and equipment
|
54,889
|
|
|
Goodwill
|
71,538
|
|
|
Identifiable intangible assets and other assets
|
5,833
|
|
|
Liabilities
|
(11,894
|
)
|
|
Net assets acquired
|
$
|
127,352
|
|
|
Acquisition Date Estimated Fair Value
|
||
Current assets
|
$
|
752
|
|
Property, plant and equipment
|
34,865
|
|
|
Goodwill
|
28,878
|
|
|
Identifiable intangible assets
|
2,680
|
|
|
Deferred income taxes, net
|
886
|
|
|
Liabilities
|
(4,029
|
)
|
|
Net assets acquired
|
$
|
64,032
|
|
|
Acquisition Date Estimated Fair Value
|
||
Current assets
|
$
|
5,197
|
|
Property, plant and equipment
|
159,799
|
|
|
Goodwill
|
51,633
|
|
|
Identifiable intangible assets
|
27,360
|
|
|
Deferred income taxes, net
|
3,093
|
|
|
Liabilities
|
(17,989
|
)
|
|
Net assets acquired
|
$
|
229,093
|
|
|
Year Ended July 31,
|
|||||
|
2019
|
2018
|
||||
Pro forma net revenue
|
$
|
2,303,728
|
|
$
|
2,197,659
|
|
Pro forma net income attributable to Vail Resorts, Inc.
|
$
|
307,060
|
|
$
|
389,086
|
|
Pro forma basic net income per share attributable to Vail Resorts, Inc.
|
$
|
7.61
|
|
$
|
9.63
|
|
Pro forma diluted net income per share attributable to Vail Resorts, Inc.
|
$
|
7.46
|
|
$
|
9.35
|
|
(in thousands, except exchange ratio and share price amounts)
|
|
Acquisition Date Estimated Fair Value
|
||
Total Whistler Blackcomb shares acquired
|
|
38,500
|
|
|
Exchange ratio as of October 14, 2016
|
|
0.097294
|
|
|
Total Vail Resorts shares issued to Whistler Blackcomb shareholders
|
|
3,746
|
|
|
Vail Resorts closing share price on October 14, 2016
|
|
$
|
153.41
|
|
Total value of Vail Resorts shares issued
|
|
$
|
574,645
|
|
Total cash consideration paid at C$17.50 ($13.31 on October 17, 2016) per Whistler Blackcomb share
|
|
512,558
|
|
|
Total purchase consideration to Whistler Blackcomb shareholders
|
|
1,087,203
|
|
|
Estimated fair value of previously held investment in Whistler Blackcomb
|
|
4,308
|
|
|
Estimated fair value of Nippon Cable’s 25% interest in Whistler Blackcomb
|
|
180,803
|
|
|
Total estimated purchase consideration
|
|
$
|
1,272,314
|
|
|
|
|
||
Allocation of total estimated purchase consideration:
|
|
|
||
Estimated fair values of assets acquired:
|
|
|
||
Current assets
|
|
$
|
36,820
|
|
Property, plant and equipment
|
|
332,609
|
|
|
Real estate held for sale and investment
|
|
8,216
|
|
|
Goodwill
|
|
956,459
|
|
|
Identifiable intangibles
|
|
150,681
|
|
|
Deferred income taxes, net
|
|
7,992
|
|
|
Other assets
|
|
1,973
|
|
|
Current liabilities
|
|
(74,358
|
)
|
|
Assumed long-term debt
|
|
(144,922
|
)
|
|
Other long-term liabilities
|
|
(3,156
|
)
|
|
Net assets acquired
|
|
$
|
1,272,314
|
|
|
Estimated Fair Value
|
|
Weighted Average Amortization Period
|
||
|
($ in thousands)
|
|
(in years) (1)
|
||
Trademarks
|
$
|
139,977
|
|
|
n/a
|
Season pass holder relationships
|
6,596
|
|
|
5
|
|
Property management contracts
|
4,108
|
|
|
n/a
|
|
Total acquired identifiable intangible assets
|
$
|
150,681
|
|
|
|
7.
|
Supplementary Balance Sheet Information
|
|
July 31,
|
|||||
|
2019
|
2018
|
||||
Land and land improvements
|
$
|
619,561
|
|
$
|
552,271
|
|
Buildings and building improvements
|
1,284,438
|
|
1,193,528
|
|
||
Machinery and equipment
|
1,160,817
|
|
1,007,250
|
|
||
Furniture and fixtures
|
309,271
|
|
283,694
|
|
||
Software
|
118,815
|
|
113,699
|
|
||
Vehicles
|
65,556
|
|
60,697
|
|
||
Construction in progress
|
79,282
|
|
59,579
|
|
||
Gross property, plant and equipment
|
3,637,740
|
|
3,270,718
|
|
||
Accumulated depreciation
|
(1,795,240
|
)
|
(1,643,499
|
)
|
||
Property, plant and equipment, net
|
$
|
1,842,500
|
|
$
|
1,627,219
|
|
|
July 31,
|
|||||
|
2019
|
2018
|
||||
Land
|
$
|
31,818
|
|
$
|
31,818
|
|
Land improvements
|
49,228
|
|
49,228
|
|
||
Buildings and building improvements
|
42,160
|
|
42,660
|
|
||
Machinery and equipment
|
60,384
|
|
60,384
|
|
||
Gross property, plant and equipment
|
183,590
|
|
184,090
|
|
||
Accumulated depreciation
|
(56,040
|
)
|
(46,502
|
)
|
||
Property, plant and equipment, net
|
$
|
127,550
|
|
$
|
137,588
|
|
|
July 31,
|
|||||
|
2019
|
2018
|
||||
Goodwill
|
|
|
||||
Goodwill
|
$
|
1,625,560
|
|
$
|
1,493,040
|
|
Accumulated amortization
|
(17,354
|
)
|
(17,354
|
)
|
||
Goodwill, net
|
$
|
1,608,206
|
|
$
|
1,475,686
|
|
|
|
|
||||
Indefinite-lived intangible assets
|
|
|
||||
Trademarks
|
$
|
215,905
|
|
$
|
205,083
|
|
Other
|
42,166
|
|
41,160
|
|
||
Total gross indefinite-lived intangible assets
|
258,071
|
|
246,243
|
|
||
Accumulated amortization
|
(24,713
|
)
|
(24,713
|
)
|
||
Indefinite-lived intangible assets, net
|
$
|
233,358
|
|
$
|
221,530
|
|
Amortizable intangible assets
|
|
|
||||
Trademarks
|
$
|
42,108
|
|
$
|
42,971
|
|
Other
|
67,538
|
|
47,604
|
|
||
Total gross amortizable intangible assets
|
109,646
|
|
90,575
|
|
||
Accumulated amortization
|
(36,831
|
)
|
(31,533
|
)
|
||
Amortizable intangible assets, net
|
72,815
|
|
59,042
|
|
||
Total gross intangible assets
|
367,717
|
|
336,818
|
|
||
Total accumulated amortization
|
(61,544
|
)
|
(56,246
|
)
|
||
Total intangible assets, net
|
$
|
306,173
|
|
$
|
280,572
|
|
|
Mountain
|
Lodging
|
Goodwill, net
|
||||||
Balance at July 31, 2017
|
$
|
1,451,844
|
|
$
|
67,899
|
|
$
|
1,519,743
|
|
Acquisitions (including measurement period adjustments)
|
344
|
|
—
|
|
344
|
|
|||
Effects of changes in foreign currency exchange rates
|
(44,401
|
)
|
—
|
|
(44,401
|
)
|
|||
Balance at July 31, 2018
|
1,407,787
|
|
67,899
|
|
1,475,686
|
|
|||
Acquisitions
|
152,049
|
|
—
|
|
152,049
|
|
|||
Effects of changes in foreign currency exchange rates
|
(19,529
|
)
|
—
|
|
(19,529
|
)
|
|||
Balance at July 31, 2019
|
$
|
1,540,307
|
|
$
|
67,899
|
|
$
|
1,608,206
|
|
|
July 31,
|
|||||
|
2019
|
2018
|
||||
Trade payables
|
$
|
96,377
|
|
$
|
80,793
|
|
Deferred revenue
|
335,669
|
|
282,103
|
|
||
Accrued salaries, wages and deferred compensation
|
50,318
|
|
40,034
|
|
||
Accrued benefits
|
37,797
|
|
33,963
|
|
||
Deposits
|
32,108
|
|
26,646
|
|
||
Other accruals
|
55,588
|
|
40,994
|
|
||
Total accounts payable and accrued liabilities
|
$
|
607,857
|
|
$
|
504,533
|
|
|
July 31,
|
|||||
|
2019
|
2018
|
||||
Private club deferred initiation fee revenue
|
$
|
109,749
|
|
$
|
114,319
|
|
Unfavorable lease obligation, net
|
19,017
|
|
21,839
|
|
||
Other long-term liabilities
|
154,835
|
|
155,348
|
|
||
Total other long-term liabilities
|
$
|
283,601
|
|
$
|
291,506
|
|
8.
|
Investments in Affiliates
|
Equity Method Affiliates
|
Ownership
Interest
|
Slifer, Smith, and Frampton/Vail Associates Real Estate, LLC (“SSF/VARE”)
|
50%
|
KRED
|
50%
|
Clinton Ditch and Reservoir Company
|
43%
|
9.
|
Fair Value Measurements
|
|
Estimated Fair Value Measurement as of July 31, 2019
|
|||||||||||
Description
|
Total
|
Level 1
|
Level 2
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
||||||||
Money Market
|
$
|
3,043
|
|
$
|
3,043
|
|
$
|
—
|
|
$
|
—
|
|
Commercial Paper
|
$
|
2,401
|
|
$
|
—
|
|
$
|
2,401
|
|
$
|
—
|
|
Certificates of Deposit
|
$
|
7,871
|
|
$
|
—
|
|
$
|
7,871
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
||||||||
Contingent Consideration
|
$
|
27,200
|
|
$
|
—
|
|
|
|
$
|
27,200
|
|
|
|
|
|
|
|
||||||||
|
Estimated Fair Value Measurement as of July 31, 2018
|
|||||||||||
Description
|
Total
|
Level 1
|
Level 2
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
||||||||
Money Market
|
$
|
3,021
|
|
$
|
3,021
|
|
$
|
—
|
|
$
|
—
|
|
Commercial Paper
|
$
|
2,401
|
|
$
|
—
|
|
$
|
2,401
|
|
$
|
—
|
|
Certificates of Deposit
|
$
|
11,249
|
|
$
|
—
|
|
$
|
11,249
|
|
$
|
—
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
||||||||
Contingent Consideration
|
$
|
21,900
|
|
$
|
—
|
|
$
|
—
|
|
$
|
21,900
|
|
Balance at July 31, 2017
|
$
|
27,400
|
|
Payment
|
(3,646
|
)
|
|
Change in estimated fair value
|
(1,854
|
)
|
|
Balance at July 31, 2018
|
21,900
|
|
|
Payment
|
(67
|
)
|
|
Change in estimated fair value
|
5,367
|
|
|
Balance at July 31, 2019
|
$
|
27,200
|
|
10.
|
Income Taxes
|
|
Year Ended July 31,
|
||||||||
|
2019
|
2018
|
2017
|
||||||
U.S.
|
$
|
306,323
|
|
$
|
264,379
|
|
$
|
251,478
|
|
Foreign
|
92,642
|
|
75,713
|
|
96,971
|
|
|||
Income before income taxes
|
$
|
398,965
|
|
$
|
340,092
|
|
$
|
348,449
|
|
|
July 31,
|
|||||
|
2019
|
2018
|
||||
Deferred income tax liabilities:
|
|
|
||||
Fixed assets
|
$
|
153,182
|
|
$
|
126,697
|
|
Intangible assets
|
73,146
|
|
54,708
|
|
||
Other
|
13,425
|
|
12,865
|
|
||
Total
|
239,753
|
|
194,270
|
|
||
Deferred income tax assets:
|
|
|
||||
Canyons obligation
|
13,922
|
|
13,145
|
|
||
Stock-based compensation
|
9,620
|
|
9,824
|
|
||
Investment in Partnerships
|
13,281
|
|
15,113
|
|
||
Deferred compensation and other accrued benefits
|
10,674
|
|
9,220
|
|
||
Contingent Consideration
|
6,771
|
|
5,476
|
|
||
Unfavorable lease obligation, net
|
4,896
|
|
5,580
|
|
||
Net operating loss carryforwards and other tax credits
|
5,631
|
|
5,716
|
|
||
Other, net
|
18,850
|
|
11,501
|
|
||
Total
|
83,645
|
|
75,575
|
|
||
Valuation allowance for deferred income taxes
|
(5,365
|
)
|
(5,450
|
)
|
||
Deferred income tax assets, net of valuation allowance
|
78,280
|
|
70,125
|
|
||
Net deferred income tax liability
|
$
|
161,473
|
|
$
|
124,145
|
|
|
July 31,
|
|||||
|
2019
|
2018
|
||||
Non-current deferred income tax asset
|
$
|
7,286
|
|
$
|
9,773
|
|
Net non-current deferred income tax liability
|
168,759
|
|
133,918
|
|
||
Net deferred income tax liability
|
$
|
161,473
|
|
$
|
124,145
|
|
|
Year Ended July 31,
|
||||||||
|
2019
|
2018
|
2017
|
||||||
Current:
|
|
|
|
||||||
Federal
|
$
|
24,309
|
|
$
|
(43,366
|
)
|
$
|
55,887
|
|
State
|
8,539
|
|
9,562
|
|
8,096
|
|
|||
Foreign
|
20,205
|
|
18,436
|
|
16,311
|
|
|||
Total current
|
53,053
|
|
(15,368
|
)
|
80,294
|
|
|||
Deferred:
|
|
|
|
||||||
Federal
|
16,983
|
|
(45,922
|
)
|
29,065
|
|
|||
State
|
5,282
|
|
2,941
|
|
3,601
|
|
|||
Foreign
|
154
|
|
(2,789
|
)
|
3,771
|
|
|||
Total deferred
|
22,419
|
|
(45,770
|
)
|
36,437
|
|
|||
Provision (benefit) from income taxes
|
$
|
75,472
|
|
$
|
(61,138
|
)
|
$
|
116,731
|
|
|
Year Ended July 31,
|
||||||||
|
2019
|
2018
|
2017
|
||||||
Balance, beginning of year
|
$
|
78,242
|
|
$
|
76,111
|
|
$
|
57,032
|
|
Additions based on tax positions related to the current year
|
—
|
|
—
|
|
—
|
|
|||
Additions for tax positions of prior years
|
11,520
|
|
12,394
|
|
19,079
|
|
|||
Reductions for tax positions of prior years
|
—
|
|
—
|
|
—
|
|
|||
Lapse of statute of limitations
|
(17,540
|
)
|
(10,263
|
)
|
—
|
|
|||
Settlements
|
—
|
|
—
|
|
—
|
|
|||
Balance, end of year
|
$
|
72,222
|
|
$
|
78,242
|
|
$
|
76,111
|
|
12.
|
Commitments and Contingencies
|
|
Operating Leases
|
|
Capital Leases
|
||||
2020
|
$
|
44,984
|
|
|
$
|
28,253
|
|
2021
|
42,512
|
|
|
28,818
|
|
||
2022
|
39,440
|
|
|
29,394
|
|
||
2023
|
34,840
|
|
|
29,982
|
|
||
2024
|
30,836
|
|
|
30,582
|
|
||
Thereafter
|
142,526
|
|
|
1,805,048
|
|
||
Total future minimum lease payments
|
$
|
335,138
|
|
|
$
|
1,952,077
|
|
Less amount representing interest
|
|
|
(1,611,816
|
)
|
|||
Net future minimum lease payments
|
|
|
$
|
340,261
|
|
13.
|
Segment and Geographic Area Information
|
|
Year Ended July 31,
|
||||||||
|
2019
|
2018
|
2017
|
||||||
Net revenue:
|
|
|
|
||||||
Lift tickets
|
$
|
1,033,234
|
|
$
|
880,293
|
|
$
|
818,341
|
|
Ski school
|
215,060
|
|
189,910
|
|
177,748
|
|
|||
Dining
|
181,837
|
|
161,402
|
|
150,587
|
|
|||
Retail/rental
|
320,267
|
|
296,466
|
|
293,428
|
|
|||
Other
|
205,803
|
|
194,851
|
|
171,682
|
|
|||
Total Mountain net revenue
|
1,956,201
|
|
1,722,922
|
|
1,611,786
|
|
|||
Lodging
|
314,662
|
|
284,643
|
|
278,514
|
|
|||
Resort
|
2,270,863
|
|
2,007,565
|
|
1,890,300
|
|
|||
Real Estate
|
712
|
|
3,988
|
|
16,918
|
|
|||
Total net revenue
|
$
|
2,271,575
|
|
$
|
2,011,553
|
|
$
|
1,907,218
|
|
Segment operating expense:
|
|
|
|
||||||
Mountain
|
$
|
1,279,567
|
|
$
|
1,132,840
|
|
$
|
1,047,331
|
|
Lodging
|
286,562
|
|
259,637
|
|
251,427
|
|
|||
Resort
|
1,566,129
|
|
1,392,477
|
|
1,298,758
|
|
|||
Real Estate, net
|
5,609
|
|
3,546
|
|
24,083
|
|
|||
Total segment operating expense
|
$
|
1,571,738
|
|
$
|
1,396,023
|
|
$
|
1,322,841
|
|
Gain on sale of real property
|
$
|
580
|
|
$
|
515
|
|
$
|
6,766
|
|
Mountain equity investment income, net
|
$
|
1,960
|
|
$
|
1,523
|
|
$
|
1,883
|
|
Reported EBITDA:
|
|
|
|
||||||
Mountain
|
$
|
678,594
|
|
$
|
591,605
|
|
$
|
566,338
|
|
Lodging
|
28,100
|
|
25,006
|
|
27,087
|
|
|||
Resort
|
706,694
|
|
616,611
|
|
593,425
|
|
|||
Real Estate
|
(4,317
|
)
|
957
|
|
(399
|
)
|
|||
Total Reported EBITDA
|
$
|
702,377
|
|
$
|
617,568
|
|
$
|
593,026
|
|
Real estate held for sale and investment
|
$
|
101,021
|
|
$
|
99,385
|
|
$
|
103,405
|
|
Reconciliation to net income attributable to Vail Resorts, Inc.:
|
|
|
|
||||||
Total Reported EBITDA
|
$
|
702,377
|
|
$
|
617,568
|
|
$
|
593,026
|
|
Depreciation and amortization
|
(218,117
|
)
|
(204,462
|
)
|
(189,157
|
)
|
|||
Change in fair value of contingent consideration
|
(5,367
|
)
|
1,854
|
|
(16,300
|
)
|
|||
Loss on disposal of fixed assets and other, net
|
(664
|
)
|
(4,620
|
)
|
(6,430
|
)
|
|||
Investment income and other, net
|
3,086
|
|
1,944
|
|
6,114
|
|
|||
Foreign currency (loss) gain on intercompany loans
|
(2,854
|
)
|
(8,966
|
)
|
15,285
|
|
|||
Interest expense, net
|
(79,496
|
)
|
(63,226
|
)
|
(54,089
|
)
|
|||
Income before (provision) benefit from income taxes
|
398,965
|
|
340,092
|
|
348,449
|
|
|||
(Provision) benefit from income taxes
|
(75,472
|
)
|
61,138
|
|
(116,731
|
)
|
|||
Net income
|
323,493
|
|
401,230
|
|
231,718
|
|
|||
Net income attributable to noncontrolling interests
|
(22,330
|
)
|
(21,332
|
)
|
(21,165
|
)
|
|||
Net income attributable to Vail Resorts, Inc.
|
$
|
301,163
|
|
$
|
379,898
|
|
$
|
210,553
|
|
|
Year Ended July 31,
|
||||||||
Net revenue
|
2019
|
2018
|
2017
|
||||||
U.S.
|
$
|
1,865,062
|
|
$
|
1,610,323
|
|
$
|
1,578,276
|
|
International (a)
|
406,513
|
|
401,230
|
|
328,942
|
|
|||
Total net revenue
|
$
|
2,271,575
|
|
$
|
2,011,553
|
|
$
|
1,907,218
|
|
|
|
|
|
||||||
|
|
As of July 31,
|
|||||||
Property, plant and equipment, net
|
|
2019
|
2018
|
||||||
U.S.
|
|
$
|
1,381,378
|
|
$
|
1,210,169
|
|
||
International (a)
|
|
461,122
|
|
417,050
|
|
||||
Total property, plant and equipment, net
|
|
$
|
1,842,500
|
|
$
|
1,627,219
|
|
|
Year Ended July 31, 2019
|
||||||||||||||
(in thousands, except per share amounts)
|
Full Year
|
Fourth
Quarter
|
Third
Quarter
|
Second
Quarter
|
First
Quarter
|
||||||||||
Total net revenue
|
$
|
2,271,575
|
|
$
|
244,006
|
|
$
|
957,987
|
|
$
|
849,578
|
|
$
|
220,004
|
|
Income (loss) from operations
|
$
|
476,269
|
|
$
|
(120,582
|
)
|
$
|
422,598
|
|
$
|
301,848
|
|
$
|
(127,595
|
)
|
Net income (loss)
|
$
|
323,493
|
|
$
|
(92,301
|
)
|
$
|
308,530
|
|
$
|
217,990
|
|
$
|
(110,726
|
)
|
Net income (loss) attributable to Vail Resorts, Inc.
|
$
|
301,163
|
|
$
|
(89,525
|
)
|
$
|
292,134
|
|
$
|
206,349
|
|
$
|
(107,795
|
)
|
Basic net income (loss) per share attributable to Vail Resorts, Inc.
|
$
|
7.46
|
|
$
|
(2.22
|
)
|
$
|
7.26
|
|
$
|
5.12
|
|
$
|
(2.66
|
)
|
Diluted net income (loss) per share attributable to Vail Resorts, Inc.
|
$
|
7.32
|
|
$
|
(2.22
|
)
|
$
|
7.12
|
|
$
|
5.02
|
|
$
|
(2.66
|
)
|
|
Year Ended July 31, 2018
|
||||||||||||||
(in thousands, except per share amounts)
|
Full Year
|
Fourth
Quarter |
Third
Quarter |
Second
Quarter |
First
Quarter |
||||||||||
Total net revenue
|
$
|
2,011,553
|
|
$
|
211,637
|
|
$
|
844,491
|
|
$
|
734,575
|
|
$
|
220,850
|
|
Income (loss) from operations
|
$
|
408,817
|
|
$
|
(112,986
|
)
|
$
|
367,978
|
|
$
|
257,541
|
|
$
|
(103,716
|
)
|
Net income (loss)
|
$
|
401,230
|
|
$
|
(87,791
|
)
|
$
|
272,275
|
|
$
|
248,673
|
|
$
|
(31,927
|
)
|
Net income (loss) attributable to Vail Resorts, Inc.
|
$
|
379,898
|
|
$
|
(83,660
|
)
|
$
|
256,252
|
|
$
|
235,691
|
|
$
|
(28,385
|
)
|
Basic net income (loss) per share attributable to Vail Resorts, Inc.
|
$
|
9.40
|
|
$
|
(2.07
|
)
|
$
|
6.34
|
|
$
|
5.82
|
|
$
|
(0.71
|
)
|
Diluted net income (loss) per share attributable to Vail Resorts, Inc.
|
$
|
9.13
|
|
$
|
(2.07
|
)
|
$
|
6.17
|
|
$
|
5.67
|
|
$
|
(0.71
|
)
|
15.
|
Share Repurchase Program
|
16.
|
Stock Compensation Plan
|
|
Awards
|
Weighted-Average
Exercise Price
|
Weighted-Average
Remaining
Contractual Term
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding at August 1, 2016
|
2,381
|
|
$
|
52.98
|
|
|
|
||
Granted
|
143
|
|
$
|
174.42
|
|
|
|
||
Exercised
|
(215
|
)
|
$
|
60.05
|
|
|
|
||
Forfeited or expired
|
(19
|
)
|
$
|
108.06
|
|
|
|
||
Outstanding at July 31, 2017
|
2,290
|
|
$
|
59.12
|
|
|
|
||
Granted
|
86
|
|
$
|
237.86
|
|
|
|
||
Exercised
|
(1,049
|
)
|
$
|
33.25
|
|
|
|
||
Forfeited or expired
|
(3
|
)
|
$
|
172.03
|
|
|
|
||
Outstanding at July 31, 2018
|
1,324
|
|
$
|
91.01
|
|
|
|
||
Granted
|
80
|
|
$
|
293.82
|
|
|
|
||
Exercised
|
(219
|
)
|
$
|
49.09
|
|
|
|
||
Forfeited or expired
|
(14
|
)
|
$
|
217.58
|
|
|
|
||
Outstanding at July 31, 2019
|
1,171
|
|
$
|
111.12
|
|
4.9 years
|
$
|
162,835
|
|
Vested and expected to vest at July 31, 2019
|
1,160
|
|
$
|
109.93
|
|
4.9 years
|
$
|
162,604
|
|
Exercisable at July 31, 2019
|
1,003
|
|
$
|
87.92
|
|
4.4 years
|
$
|
159,244
|
|
|
Awards
|
Weighted-Average
Grant-Date
Fair Value
|
||
Outstanding at July 31, 2018
|
232
|
$
|
56.72
|
|
Granted
|
80
|
$
|
98.19
|
|
Vested
|
(130)
|
$
|
51.76
|
|
Forfeited
|
(14)
|
$
|
75.85
|
|
Nonvested at July 31, 2019
|
168
|
$
|
80.75
|
|
|
Awards
|
Weighted-Average
Grant-Date
Fair Value
|
||
Nonvested at July 31, 2018
|
176
|
$
|
163.83
|
|
Granted
|
68
|
$
|
264.44
|
|
Vested
|
(102)
|
$
|
142.69
|
|
Forfeited
|
(16)
|
$
|
200.50
|
|
Nonvested at July 31, 2019
|
126
|
$
|
230.10
|
|
17.
|
Retirement and Profit Sharing Plans
|
18.
|
Subsequent Events
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
|
ITEM 9A.
|
CONTROLS AND PROCEDURES.
|
ITEM 9B.
|
OTHER INFORMATION.
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
|
ITEM 11.
|
EXECUTIVE COMPENSATION.
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES.
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
|
a)
|
Index to Financial Statements.
|
(1)
|
See “Item 8. Financial Statements and Supplementary Data” for the index to the Financial Statements.
|
(2)
|
Schedules have been omitted because they are not required or not applicable, or the required information is shown in the financial statements or notes to the financial statements.
|
(3)
|
See the Index to Exhibits below.
|
Posted
Exhibit
Number
|
|
Description
|
2.1
|
|
|
2.2
|
|
|
2.3
|
|
Posted
Exhibit
Number
|
|
Description
|
2.4
|
|
|
3.1
|
|
|
3.2
|
|
|
3.3
|
|
|
3.4
|
|
|
10.1
|
|
|
10.2(a)
|
|
|
10.2(b)
|
|
|
10.2(c)
|
|
|
10.2(d)
|
|
|
10.2(e)
|
|
|
10.3(a)
|
|
|
10.3(b)
|
|
|
10.3(c)
|
|
|
10.3(d)
|
|
|
10.3(e)
|
|
|
10.3(f)
|
|
|
10.4(a)
|
|
|
10.4(b)
|
|
|
10.4(c)
|
|
|
10.4(d)
|
|
|
10.4(e)
|
|
|
10.4(f)
|
|
|
10.5(a)
|
|
|
10.5(b)
|
|
Posted
Exhibit
Number
|
|
Description
|
10.5(c)
|
|
|
10.5(d)
|
|
|
10.5(e)
|
|
|
10.6*
|
|
|
10.7*
|
|
|
10.8*
|
|
|
10.9*
|
|
|
10.10*
|
|
|
10.11(a)*
|
|
|
10.11(b)*
|
|
|
10.11(c)*
|
|
|
10.12*
|
|
|
10.13
|
|
|
10.14
|
|
|
10.15*
|
|
|
10.16*
|
|
|
10.17(a)
|
|
|
10.17(b)
|
|
|
10.18(a)
|
|
|
10.18(b)
|
|
Posted
Exhibit
Number
|
|
Description
|
10.18(c)
|
|
|
10.19
|
|
|
10.20
|
|
|
21
|
|
|
23
|
|
|
24
|
|
Power of Attorney. Included on signature pages hereto.
|
31.1
|
|
|
31.2
|
|
|
32
|
|
|
101
|
|
The following information from the Company’s Year End Report on Form 10-K for the year ended July 31, 2019 formatted in eXtensible Business Reporting Language: (i) Consolidated Balance Sheets as of July 31, 2019 and July 31, 2018; (ii) Consolidated Statements of Operations as of July 31, 2019, July 31, 2018 and July 31, 2017; (iii) Consolidated Statements of Comprehensive Income as of July 31, 2019, July 31, 2018 and July 31, 2017; (iv) Consolidated Statements of Stockholders’ Equity as of July 31, 2019, July 31, 2018 and July 31, 2017 (v) Consolidated Statements of Cash Flows as of July 31, 2019, July 31, 2018 and July 31, 2017; and (vi) Notes to the Consolidated Financial Statements.
|
ITEM 16.
|
FORM 10-K SUMMARY.
|
Date: September 26, 2019
|
|
Vail Resorts, Inc.
|
|
|
|
|
By:
|
/s/ Michael Z. Barkin
|
|
|
Michael Z. Barkin
|
|
|
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
Date: September 26, 2019
|
|
Vail Resorts, Inc.
|
|
|
|
|
By:
|
/s/ Ryan H. Siurek
|
|
|
Ryan H. Siurek
|
|
|
Senior Vice President, Controller and
Chief Accounting Officer
(Principal Accounting Officer)
|
/s/ Robert A. Katz
|
Chief Executive Officer and Chairman of the Board
|
Robert A. Katz
|
(Principal Executive Officer)
|
|
|
/s/ Michael Z. Barkin
|
Executive Vice President and Chief Financial Officer
|
Michael Z. Barkin
|
(Principal Financial Officer)
|
|
|
/s/ Ryan H. Siurek
|
Senior Vice President, Controller and Chief Accounting Officer
|
Ryan H. Siurek
|
(Principal Accounting Officer)
|
|
|
/s/ Susan L. Decker
|
|
Susan L. Decker
|
Director
|
|
|
/s/ Roland A. Hernandez
|
|
Roland A. Hernandez
|
Director
|
|
|
/s/ John T. Redmond
|
|
John T. Redmond
|
Director
|
|
|
/s/ Michele Romanow
|
|
Michele Romanow
|
Director
|
|
|
/s/ Hilary A. Schneider
|
|
Hilary A. Schneider
|
Director
|
|
|
/s/ D. Bruce Sewell
|
|
D. Bruce Sewell
|
Director
|
|
|
/s/ John F. Sorte
|
|
John F. Sorte
|
Director
|
|
|
/s/ Peter A. Vaughn
|
|
Peter A. Vaughn
|
Director
|
1 Year Vail Resorts Chart |
1 Month Vail Resorts Chart |
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