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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 | |
---|---|---|---|---|---|---|---|---|
1.33 | 0.69% | 194.83 | 196.92 | 193.83 | 196.13 | 183,038 | 19:49:01 |
ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
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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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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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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PART I
|
FINANCIAL INFORMATION
|
Page
|
|
|
|
Item 1.
|
Financial Statements (unaudited).
|
|
|
||
|
||
|
||
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||
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||
|
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Item 2.
|
||
Item 3.
|
||
Item 4.
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||
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PART II
|
OTHER INFORMATION
|
|
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 5.
|
||
Item 6.
|
|
|
October 31, 2017
|
|
July 31, 2017
|
|
October 31, 2016
|
||||||
Assets
|
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
140,397
|
|
|
$
|
117,389
|
|
|
$
|
106,751
|
|
Restricted cash
|
|
16,609
|
|
|
10,273
|
|
|
13,203
|
|
|||
Trade receivables, net
|
|
84,571
|
|
|
186,913
|
|
|
59,445
|
|
|||
Inventories, net
|
|
108,081
|
|
|
84,814
|
|
|
112,792
|
|
|||
Other current assets
|
|
46,045
|
|
|
33,681
|
|
|
40,172
|
|
|||
Total current assets
|
|
395,703
|
|
|
433,070
|
|
|
332,363
|
|
|||
Property, plant and equipment, net (Note 6)
|
|
1,694,692
|
|
|
1,714,154
|
|
|
1,699,087
|
|
|||
Real estate held for sale and investment
|
|
102,697
|
|
|
103,405
|
|
|
116,852
|
|
|||
Goodwill, net
|
|
1,484,335
|
|
|
1,519,743
|
|
|
1,454,943
|
|
|||
Intangible assets, net
|
|
287,093
|
|
|
294,932
|
|
|
286,360
|
|
|||
Other assets
|
|
44,096
|
|
|
45,414
|
|
|
34,514
|
|
|||
Total assets
|
|
$
|
4,008,616
|
|
|
$
|
4,110,718
|
|
|
$
|
3,924,119
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
|
||||||
Accounts payable and accrued liabilities (Note 6)
|
|
$
|
630,467
|
|
|
$
|
467,669
|
|
|
$
|
542,923
|
|
Income taxes payable
|
|
40,707
|
|
|
98,491
|
|
|
73,739
|
|
|||
Long-term debt due within one year (Note 4)
|
|
38,422
|
|
|
38,397
|
|
|
38,374
|
|
|||
Total current liabilities
|
|
709,596
|
|
|
604,557
|
|
|
655,036
|
|
|||
Long-term debt, net (Note 4)
|
|
1,262,325
|
|
|
1,234,024
|
|
|
1,371,779
|
|
|||
Other long-term liabilities (Note 6)
|
|
290,420
|
|
|
301,736
|
|
|
272,309
|
|
|||
Deferred income taxes
|
|
136,863
|
|
|
171,442
|
|
|
98,192
|
|
|||
Total liabilities
|
|
2,399,204
|
|
|
2,311,759
|
|
|
2,397,316
|
|
|||
Commitments and contingencies (Note 8)
|
|
|
|
|
|
|
||||||
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, 45,842, 45,448 and 45,061 shares issued, respectively
|
|
458
|
|
|
454
|
|
|
451
|
|
|||
Exchangeable shares, $0.01 par value, 61, 69 and 418 shares issued and outstanding, respectively (Note 5)
|
|
1
|
|
|
1
|
|
|
4
|
|
|||
Additional paid-in capital
|
|
1,157,547
|
|
|
1,222,510
|
|
|
1,209,935
|
|
|||
Accumulated other comprehensive income (loss)
|
|
10,591
|
|
|
44,395
|
|
|
(19,784
|
)
|
|||
Retained earnings
|
|
479,997
|
|
|
550,985
|
|
|
394,690
|
|
|||
Treasury stock, at cost, 5,436, 5,436, and 5,435 shares, respectively (Note 10)
|
|
(247,189
|
)
|
|
(247,189
|
)
|
|
(246,979
|
)
|
|||
Total Vail Resorts, Inc. stockholders’ equity
|
|
1,401,405
|
|
|
1,571,156
|
|
|
1,338,317
|
|
|||
Noncontrolling interests
|
|
208,007
|
|
|
227,803
|
|
|
188,486
|
|
|||
Total stockholders’ equity
|
|
1,609,412
|
|
|
1,798,959
|
|
|
1,526,803
|
|
|||
Total liabilities and stockholders’ equity
|
|
$
|
4,008,616
|
|
|
$
|
4,110,718
|
|
|
$
|
3,924,119
|
|
|
Three Months Ended October 31,
|
||||||
|
2017
|
|
2016
|
||||
Net revenue:
|
|
|
|
||||
Mountain and Lodging services and other
|
$
|
143,348
|
|
|
$
|
114,686
|
|
Mountain and Lodging retail and dining
|
76,866
|
|
|
63,483
|
|
||
Resort net revenue
|
220,214
|
|
|
178,169
|
|
||
Real Estate
|
636
|
|
|
96
|
|
||
Total net revenue
|
220,850
|
|
|
178,265
|
|
||
Operating expense (exclusive of depreciation and amortization shown separately below):
|
|
|
|
||||
Mountain and Lodging operating expense
|
181,276
|
|
|
152,645
|
|
||
Mountain and Lodging retail and dining cost of products sold
|
35,679
|
|
|
28,940
|
|
||
General and administrative
|
57,863
|
|
|
50,748
|
|
||
Resort operating expense
|
274,818
|
|
|
232,333
|
|
||
Real Estate
|
1,691
|
|
|
1,485
|
|
||
Total segment operating expense
|
276,509
|
|
|
233,818
|
|
||
Other operating (expense) income:
|
|
|
|
||||
Depreciation and amortization
|
(48,624
|
)
|
|
(40,581
|
)
|
||
Gain on sale of real property
|
—
|
|
|
6,466
|
|
||
Change in estimated fair value of contingent consideration (Note 7)
|
—
|
|
|
(300
|
)
|
||
Gain (loss) on disposal of fixed assets, net
|
567
|
|
|
(550
|
)
|
||
Loss from operations
|
(103,716
|
)
|
|
(90,518
|
)
|
||
Mountain equity investment income, net
|
522
|
|
|
832
|
|
||
Investment income and other, net
|
383
|
|
|
4,523
|
|
||
Foreign currency loss on intercompany loans (Note 4)
|
(7,346
|
)
|
|
—
|
|
||
Interest expense, net
|
(15,174
|
)
|
|
(11,964
|
)
|
||
Loss before benefit from income taxes
|
(125,331
|
)
|
|
(97,127
|
)
|
||
Benefit from income taxes
|
93,404
|
|
|
33,509
|
|
||
Net loss
|
(31,927
|
)
|
|
(63,618
|
)
|
||
Net loss attributable to noncontrolling interests
|
3,542
|
|
|
1,031
|
|
||
Net loss attributable to Vail Resorts, Inc.
|
$
|
(28,385
|
)
|
|
$
|
(62,587
|
)
|
Per share amounts (Note 3):
|
|
|
|
||||
Basic net loss per share attributable to Vail Resorts, Inc.
|
$
|
(0.71
|
)
|
|
$
|
(1.70
|
)
|
Diluted net loss per share attributable to Vail Resorts, Inc.
|
$
|
(0.71
|
)
|
|
$
|
(1.70
|
)
|
Cash dividends declared per share
|
$
|
1.053
|
|
|
$
|
0.81
|
|
|
|
Three Months Ended October 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Net loss
|
|
$
|
(31,927
|
)
|
|
$
|
(63,618
|
)
|
Foreign currency translation adjustments, net of tax
|
|
(45,405
|
)
|
|
(24,412
|
)
|
||
Comprehensive loss
|
|
(77,332
|
)
|
|
(88,030
|
)
|
||
Comprehensive loss attributable to noncontrolling interests
|
|
15,143
|
|
|
7,209
|
|
||
Comprehensive loss attributable to Vail Resorts, Inc.
|
|
$
|
(62,189
|
)
|
|
$
|
(80,821
|
)
|
|
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 loss:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net loss
|
—
|
|
—
|
|
—
|
|
—
|
|
(62,587
|
)
|
—
|
|
(62,587
|
)
|
(1,031
|
)
|
(63,618
|
)
|
|||||||||
Foreign currency translation adjustments, net of tax
|
—
|
|
—
|
|
—
|
|
(18,234
|
)
|
—
|
|
—
|
|
(18,234
|
)
|
(6,178
|
)
|
(24,412
|
)
|
|||||||||
Total comprehensive loss
|
|
|
|
|
|
|
(80,821
|
)
|
(7,209
|
)
|
(88,030
|
)
|
|||||||||||||||
Stock-based compensation expense
|
—
|
|
—
|
|
4,577
|
|
—
|
|
—
|
|
—
|
|
4,577
|
|
—
|
|
4,577
|
|
|||||||||
Shares issued for acquisition (Note 5)
|
33
|
|
4
|
|
574,608
|
|
—
|
|
—
|
|
—
|
|
574,645
|
|
—
|
|
574,645
|
|
|||||||||
Issuance of shares under share award plans, net of shares withheld for taxes
|
2
|
|
—
|
|
(11,526
|
)
|
—
|
|
—
|
|
—
|
|
(11,524
|
)
|
—
|
|
(11,524
|
)
|
|||||||||
Tax benefit from share award plans
|
—
|
|
—
|
|
6,290
|
|
—
|
|
—
|
|
—
|
|
6,290
|
|
—
|
|
6,290
|
|
|||||||||
Dividends (Note 3)
|
—
|
|
—
|
|
—
|
|
—
|
|
(29,390
|
)
|
—
|
|
(29,390
|
)
|
—
|
|
(29,390
|
)
|
|||||||||
Acquisition of noncontrolling interest (Note 5)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
181,818
|
|
181,818
|
|
|||||||||
Distributions to noncontrolling interests, net
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(49
|
)
|
(49
|
)
|
|||||||||
Balance, October 31, 2016
|
$
|
451
|
|
$
|
4
|
|
$
|
1,209,935
|
|
$
|
(19,784
|
)
|
$
|
394,690
|
|
$
|
(246,979
|
)
|
$
|
1,338,317
|
|
$
|
188,486
|
|
$
|
1,526,803
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance, July 31, 2017
|
$
|
454
|
|
$
|
1
|
|
$
|
1,222,510
|
|
$
|
44,395
|
|
$
|
550,985
|
|
$
|
(247,189
|
)
|
$
|
1,571,156
|
|
$
|
227,803
|
|
$
|
1,798,959
|
|
Comprehensive loss:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net loss
|
—
|
|
—
|
|
—
|
|
—
|
|
(28,385
|
)
|
—
|
|
(28,385
|
)
|
(3,542
|
)
|
(31,927
|
)
|
|||||||||
Foreign currency translation adjustments, net of tax
|
—
|
|
—
|
|
—
|
|
(33,804
|
)
|
—
|
|
—
|
|
(33,804
|
)
|
(11,601
|
)
|
(45,405
|
)
|
|||||||||
Total comprehensive loss
|
|
|
|
|
|
|
(62,189
|
)
|
(15,143
|
)
|
(77,332
|
)
|
|||||||||||||||
Stock-based compensation expense
|
—
|
|
—
|
|
4,521
|
|
—
|
|
—
|
|
—
|
|
4,521
|
|
—
|
|
4,521
|
|
|||||||||
Measurement period adjustment (Note 5)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,776
|
)
|
(1,776
|
)
|
|||||||||
Issuance of shares under share award plans, net of shares withheld for taxes
|
4
|
|
—
|
|
(69,484
|
)
|
—
|
|
—
|
|
—
|
|
(69,480
|
)
|
—
|
|
(69,480
|
)
|
|||||||||
Dividends (Note 3)
|
—
|
|
—
|
|
—
|
|
—
|
|
(42,603
|
)
|
—
|
|
(42,603
|
)
|
—
|
|
(42,603
|
)
|
|||||||||
Distributions to noncontrolling interests, net
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2,877
|
)
|
(2,877
|
)
|
|||||||||
Balance, October 31, 2017
|
$
|
458
|
|
$
|
1
|
|
$
|
1,157,547
|
|
$
|
10,591
|
|
$
|
479,997
|
|
$
|
(247,189
|
)
|
$
|
1,401,405
|
|
$
|
208,007
|
|
$
|
1,609,412
|
|
|
|
Three Months Ended October 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net loss
|
|
$
|
(31,927
|
)
|
|
$
|
(63,618
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
48,624
|
|
|
40,581
|
|
||
Stock-based compensation expense
|
|
4,521
|
|
|
4,577
|
|
||
Deferred income taxes, net
|
|
(41,600
|
)
|
|
(33,509
|
)
|
||
Gain on sale of real property
|
|
—
|
|
|
(6,466
|
)
|
||
Other non-cash income, net
|
|
4,885
|
|
|
(5,879
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
|
||||
Restricted cash
|
|
(6,654
|
)
|
|
(1,111
|
)
|
||
Trade receivables, net
|
|
101,642
|
|
|
90,431
|
|
||
Inventories, net
|
|
(23,208
|
)
|
|
(22,490
|
)
|
||
Accounts payable and accrued liabilities
|
|
(7,543
|
)
|
|
(25,925
|
)
|
||
Deferred revenue
|
|
167,752
|
|
|
112,130
|
|
||
Income taxes payable - excess tax benefit from share award exercises
|
|
(51,804
|
)
|
|
(6,290
|
)
|
||
Income taxes payable - other
|
|
(5,603
|
)
|
|
(18,115
|
)
|
||
Other assets and liabilities, net
|
|
(10,332
|
)
|
|
(7,289
|
)
|
||
Net cash provided by operating activities
|
|
148,753
|
|
|
57,027
|
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Capital expenditures
|
|
(37,449
|
)
|
|
(46,043
|
)
|
||
Acquisition of businesses, net of cash acquired
|
|
(1,356
|
)
|
|
(512,348
|
)
|
||
Cash received from the sale of real property
|
|
—
|
|
|
7,692
|
|
||
Other investing activities, net
|
|
5,153
|
|
|
538
|
|
||
Net cash used in investing activities
|
|
(33,652
|
)
|
|
(550,161
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Proceeds from borrowings under Vail Holdings Credit Agreement
|
|
95,000
|
|
|
619,375
|
|
||
Proceeds from borrowings under Whistler Credit Agreement
|
|
11,920
|
|
|
—
|
|
||
Repayments of borrowings under Vail Holdings Credit Agreement
|
|
(59,375
|
)
|
|
(50,000
|
)
|
||
Repayments of borrowings under Whistler Credit Agreement
|
|
(17,081
|
)
|
|
—
|
|
||
Employee taxes paid for share award exercises
|
|
(69,480
|
)
|
|
(11,524
|
)
|
||
Dividends paid
|
|
(42,603
|
)
|
|
(29,390
|
)
|
||
Other financing activities, net
|
|
(6,989
|
)
|
|
3,456
|
|
||
Net cash (used in) provided by financing activities
|
|
(88,608
|
)
|
|
531,917
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
(3,485
|
)
|
|
71
|
|
||
Net increase in cash and cash equivalents
|
|
23,008
|
|
|
38,854
|
|
||
Cash and cash equivalents:
|
|
|
|
|
||||
Beginning of period
|
|
117,389
|
|
|
67,897
|
|
||
End of period
|
|
$
|
140,397
|
|
|
$
|
106,751
|
|
|
|
|
|
|
||||
Non-cash investing activities:
|
|
|
|
|
||||
Accrued capital expenditures
|
|
$
|
25,314
|
|
|
$
|
17,546
|
|
1.
|
Organization and Business
|
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.
|
Park City Resort (“Park City”)
|
|
Utah
|
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.
|
Perisher Ski Resort (“Perisher”)
|
|
New South Wales, Australia
|
10.
|
Whistler Blackcomb Resort (“Whistler Blackcomb”)
|
|
British Columbia, Canada
|
11.
|
Stowe Mountain Resort (“Stowe”)
|
|
Vermont
|
Urban Ski Areas (“Urban”):
|
|
Location:
|
|
1.
|
Wilmot Mountain (“Wilmot”)
|
|
Wisconsin
|
2.
|
Afton Alps Ski Area (“Afton Alps”)
|
|
Minnesota
|
3.
|
Mount Brighton Ski Area (“Mt. Brighton”)
|
|
Michigan
|
2.
|
Summary of Significant Accounting Policies
|
|
Three Months Ended October 31, 2016
|
||||||||||
|
Previously Reported (Previous Guidance)
|
|
Tax Payments Change
|
|
Revised Reported (New Guidance)
|
||||||
Cash flows provided by operating activities
|
$
|
45,503
|
|
|
$
|
11,524
|
|
|
$
|
57,027
|
|
Cash flows used in investing activities (no change)
|
(550,161
|
)
|
|
—
|
|
|
(550,161
|
)
|
|||
Cash flows provided by financing activities
|
543,441
|
|
|
(11,524
|
)
|
|
531,917
|
|
|||
Effect of exchange rate changes (no change)
|
71
|
|
|
—
|
|
|
71
|
|
|||
Net increase in cash and cash equivalents
|
$
|
38,854
|
|
|
$
|
—
|
|
|
$
|
38,854
|
|
3.
|
Net Loss per Share
|
|
|
Three Months Ended October 31,
|
||||||||||||||
|
|
2017
|
|
2016
|
||||||||||||
|
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||
Net loss per share:
|
|
|
|
|
|
|
|
|
||||||||
Net loss attributable to Vail Resorts
|
|
$
|
(28,385
|
)
|
|
$
|
(28,385
|
)
|
|
$
|
(62,587
|
)
|
|
$
|
(62,587
|
)
|
Weighted-average Vail Shares outstanding
|
|
40,147
|
|
|
40,147
|
|
|
36,766
|
|
|
36,766
|
|
||||
Weighted-average Exchangeco Shares outstanding
|
|
64
|
|
|
64
|
|
|
68
|
|
|
68
|
|
||||
Total Weighted-average shares outstanding
|
|
40,211
|
|
|
40,211
|
|
|
36,834
|
|
|
36,834
|
|
||||
Effect of dilutive securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total shares
|
|
40,211
|
|
|
40,211
|
|
|
36,834
|
|
|
36,834
|
|
||||
Net loss per share attributable to Vail Resorts
|
|
$
|
(0.71
|
)
|
|
$
|
(0.71
|
)
|
|
$
|
(1.70
|
)
|
|
$
|
(1.70
|
)
|
4.
|
Long-Term Debt
|
|
|
Maturity
|
|
October 31, 2017
|
|
July 31, 2017
|
|
October 31, 2016
|
||||||
Vail Holdings Credit Agreement term loan (a)
|
|
2021
|
|
$
|
712,500
|
|
|
$
|
721,875
|
|
|
$
|
750,000
|
|
Vail Holdings Credit Agreement revolver (a)
|
|
2021
|
|
95,000
|
|
|
50,000
|
|
|
135,000
|
|
|||
Whistler Credit Agreement revolver (b)
|
|
2022
|
|
104,625
|
|
|
113,119
|
|
|
142,103
|
|
|||
Employee housing bonds
|
|
2027-2039
|
|
52,575
|
|
|
52,575
|
|
|
52,575
|
|
|||
Canyons obligation
|
|
2063
|
|
330,217
|
|
|
328,786
|
|
|
324,521
|
|
|||
Other
|
|
2024-2028
|
|
9,743
|
|
|
10,166
|
|
|
10,617
|
|
|||
Total debt
|
|
|
|
1,304,660
|
|
|
1,276,521
|
|
|
1,414,816
|
|
|||
Less: Unamortized debt issuance costs
|
|
|
|
3,913
|
|
|
4,100
|
|
|
4,663
|
|
|||
Less: Current maturities (c)
|
|
|
|
38,422
|
|
|
38,397
|
|
|
38,374
|
|
|||
Long-term debt, net
|
|
|
|
$
|
1,262,325
|
|
|
$
|
1,234,024
|
|
|
$
|
1,371,779
|
|
(a)
|
On
October 14, 2016
, in order to finance the cash portion of the consideration and payment of associated fees and expenses of the Whistler Blackcomb acquisition (see Note 5, Acquisitions), the Company’s wholly owned subsidiary, Vail Holdings, Inc. (“VHI”), entered into the Second Amendment to the Seventh Amended and Restated Credit Agreement, dated as of May 1, 2015 (the “Vail Holdings Credit Agreement”), with Bank of America, N.A., as administrative agent, and other lenders named therein, through which these lenders provided an additional
$509.4 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
October 14, 2021
(the “Amendment”). The Vail Holdings Credit Agreement consists of a
$400.0 million
revolving credit facility and a
$750.0 million
term loan facility. The other material terms of the Vail
|
(b)
|
The WB Partnerships (as defined in Note 5, 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 three months ended October 31, 2017, the Company exercised its right under the Whistler Credit Agreement, with the consent of the lender parties thereto, to extend the maturity date for the Whistler Credit Agreement from November 12, 2021 to
November 12, 2022
. No other 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 October 31, 2017, 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
October 31, 2017
all borrowings under the Whistler Credit Agreement were made in Canadian dollars and by way of the issuance of bankers’ acceptances plus 1.75% (approximately
3.11%
). The Whistler Credit Agreement also includes a quarterly unused commitment fee based on the Consolidated Total Leverage Ratio, which as of
October 31, 2017
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)
|
Current maturities represent principal payments due in the next 12 months.
|
|
Total
|
||
2018 (November 2017 through July 2018)
|
$
|
28,599
|
|
2019
|
38,455
|
|
|
2020
|
38,516
|
|
|
2021
|
38,580
|
|
|
2022
|
772,648
|
|
|
Thereafter
|
387,862
|
|
|
Total debt
|
$
|
1,304,660
|
|
5.
|
Acquisitions
|
(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 Shares issued to Whistler Blackcomb shareholders
|
|
3,746
|
|
|
Vail Resorts closing share price on October 14, 2016
|
|
$
|
153.41
|
|
Total value of Vail 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 and trade names
|
$
|
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
|
|
|
|
|
Three Months Ended October 31, 2016
|
||
Pro forma net revenue
|
$
|
200,929
|
|
Pro forma net loss attributable to Vail Resorts, Inc.
|
$
|
(67,678
|
)
|
Pro forma basic net loss per share attributable to Vail Resorts, Inc.
|
$
|
(1.69
|
)
|
Pro forma diluted net loss per share attributable to Vail Resorts, Inc.
|
$
|
(1.69
|
)
|
6.
|
Supplementary Balance Sheet Information
|
|
|
October 31, 2017
|
|
July 31, 2017
|
|
October 31, 2016
|
||||||
Land and land improvements
|
|
$
|
550,627
|
|
|
$
|
553,655
|
|
|
$
|
530,634
|
|
Buildings and building improvements
|
|
1,186,731
|
|
|
1,210,864
|
|
|
1,157,546
|
|
|||
Machinery and equipment
|
|
985,639
|
|
|
987,080
|
|
|
954,722
|
|
|||
Furniture and fixtures
|
|
284,815
|
|
|
280,292
|
|
|
291,141
|
|
|||
Software
|
|
111,440
|
|
|
108,048
|
|
|
106,901
|
|
|||
Vehicles
|
|
59,600
|
|
|
59,596
|
|
|
64,344
|
|
|||
Construction in progress
|
|
77,512
|
|
|
49,359
|
|
|
82,895
|
|
|||
Gross property, plant and equipment
|
|
3,256,364
|
|
|
3,248,894
|
|
|
3,188,183
|
|
|||
Accumulated depreciation
|
|
(1,561,672
|
)
|
|
(1,534,740
|
)
|
|
(1,489,096
|
)
|
|||
Property, plant and equipment, net
|
|
$
|
1,694,692
|
|
|
$
|
1,714,154
|
|
|
$
|
1,699,087
|
|
|
|
October 31, 2017
|
|
July 31, 2017
|
|
October 31, 2016
|
||||||
Trade payables
|
|
$
|
103,540
|
|
|
$
|
71,558
|
|
|
$
|
90,773
|
|
Deferred revenue
|
|
407,848
|
|
|
240,096
|
|
|
328,009
|
|
|||
Accrued salaries, wages and deferred compensation
|
|
19,699
|
|
|
44,869
|
|
|
29,544
|
|
|||
Accrued benefits
|
|
30,317
|
|
|
32,505
|
|
|
28,564
|
|
|||
Deposits
|
|
21,017
|
|
|
23,742
|
|
|
18,418
|
|
|||
Other liabilities
|
|
48,046
|
|
|
54,899
|
|
|
47,615
|
|
|||
Total accounts payable and accrued liabilities
|
|
$
|
630,467
|
|
|
$
|
467,669
|
|
|
$
|
542,923
|
|
|
|
October 31, 2017
|
|
July 31, 2017
|
|
October 31, 2016
|
||||||
Private club deferred initiation fee revenue
|
|
$
|
117,151
|
|
|
$
|
118,417
|
|
|
$
|
120,546
|
|
Unfavorable lease obligation, net
|
|
23,922
|
|
|
24,664
|
|
|
27,284
|
|
|||
Other long-term liabilities
|
|
149,347
|
|
|
158,655
|
|
|
124,479
|
|
|||
Total other long-term liabilities
|
|
$
|
290,420
|
|
|
$
|
301,736
|
|
|
$
|
272,309
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Estimated Fair Value Measurement as of October 31, 2017
|
||||||||||||||
Description
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Money Market
|
|
$
|
3,010
|
|
|
$
|
3,010
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial Paper
|
|
$
|
2,401
|
|
|
$
|
—
|
|
|
$
|
2,401
|
|
|
$
|
—
|
|
Certificates of Deposit
|
|
$
|
2,406
|
|
|
$
|
—
|
|
|
$
|
2,406
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Contingent Consideration
|
|
$
|
23,754
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23,754
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Estimated Fair Value Measurement as of July 31, 2017
|
||||||||||||||
Description
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Money Market
|
|
$
|
3,008
|
|
|
$
|
3,008
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial Paper
|
|
$
|
2,401
|
|
|
$
|
—
|
|
|
$
|
2,401
|
|
|
$
|
—
|
|
Certificates of Deposit
|
|
$
|
2,403
|
|
|
$
|
—
|
|
|
$
|
2,403
|
|
|
$
|
—
|
|
Interest Rate Swap
|
|
$
|
236
|
|
|
$
|
—
|
|
|
$
|
236
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Contingent Consideration
|
|
$
|
27,400
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
27,400
|
|
|
|
|
||||||||||||||
|
|
Estimated Fair Value Measurement as of October 31, 2016
|
||||||||||||||
Description
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Money Market
|
|
$
|
3,001
|
|
|
$
|
3,001
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial Paper
|
|
$
|
2,401
|
|
|
$
|
—
|
|
|
$
|
2,401
|
|
|
$
|
—
|
|
Certificates of Deposit
|
|
$
|
2,403
|
|
|
$
|
—
|
|
|
$
|
2,403
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Contingent Consideration
|
|
$
|
11,400
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,400
|
|
Interest Rate Swap
|
|
$
|
1,990
|
|
|
$
|
—
|
|
|
$
|
1,990
|
|
|
$
|
—
|
|
|
|
|
|
|
||||
Balance as of July 31, 2017 and 2016, respectively
|
|
$
|
27,400
|
|
|
$
|
11,100
|
|
Payments
|
|
(3,646
|
)
|
|
—
|
|
||
Change in estimated fair value
|
|
—
|
|
|
300
|
|
||
Balance as of October, 2017 and 2016, respectively
|
|
$
|
23,754
|
|
|
$
|
11,400
|
|
|
Three Months Ended October 31,
|
||||||
|
2017
|
|
2016
|
||||
Net revenue:
|
|
|
|
||||
Lift
|
$
|
25,468
|
|
|
$
|
21,426
|
|
Ski school
|
4,438
|
|
|
3,851
|
|
||
Dining
|
18,302
|
|
|
13,368
|
|
||
Retail/rental
|
45,407
|
|
|
36,479
|
|
||
Other
|
54,510
|
|
|
35,643
|
|
||
Total Mountain net revenue
|
148,125
|
|
|
110,767
|
|
||
Lodging
|
72,089
|
|
|
67,402
|
|
||
Total Resort net revenue
|
220,214
|
|
|
178,169
|
|
||
Real Estate
|
636
|
|
|
96
|
|
||
Total net revenue
|
$
|
220,850
|
|
|
$
|
178,265
|
|
Segment operating expense:
|
|
|
|
||||
Mountain
|
$
|
207,084
|
|
|
$
|
168,253
|
|
Lodging
|
67,734
|
|
|
64,080
|
|
||
Resort
|
274,818
|
|
|
232,333
|
|
||
Real Estate
|
1,691
|
|
|
1,485
|
|
||
Total segment operating expense
|
$
|
276,509
|
|
|
$
|
233,818
|
|
Gain on sale of real property
|
$
|
—
|
|
|
$
|
6,466
|
|
Mountain equity investment income, net
|
$
|
522
|
|
|
$
|
832
|
|
Reported EBITDA:
|
|
|
|
||||
Mountain
|
$
|
(58,437
|
)
|
|
$
|
(56,654
|
)
|
Lodging
|
4,355
|
|
|
3,322
|
|
||
Resort
|
(54,082
|
)
|
|
(53,332
|
)
|
||
Real Estate
|
(1,055
|
)
|
|
5,077
|
|
||
Total Reported EBITDA
|
$
|
(55,137
|
)
|
|
$
|
(48,255
|
)
|
Real estate held for sale and investment
|
$
|
102,697
|
|
|
$
|
116,852
|
|
Reconciliation to net loss attributable to Vail Resorts, Inc.:
|
|
|
|
||||
Total Reported EBITDA
|
$
|
(55,137
|
)
|
|
$
|
(48,255
|
)
|
Depreciation and amortization
|
(48,624
|
)
|
|
(40,581
|
)
|
||
Change in estimated fair value of contingent consideration
|
—
|
|
|
(300
|
)
|
||
Gain (loss) on disposal of fixed assets, net
|
567
|
|
|
(550
|
)
|
||
Investment income and other, net
|
383
|
|
|
4,523
|
|
||
Foreign currency loss on intercompany loans
|
(7,346
|
)
|
|
—
|
|
||
Interest expense, net
|
(15,174
|
)
|
|
(11,964
|
)
|
||
Loss before benefit from income taxes
|
(125,331
|
)
|
|
(97,127
|
)
|
||
Benefit from income taxes
|
93,404
|
|
|
33,509
|
|
||
Net loss
|
(31,927
|
)
|
|
(63,618
|
)
|
||
Net loss attributable to noncontrolling interests
|
3,542
|
|
|
1,031
|
|
||
Net loss attributable to Vail Resorts, Inc.
|
$
|
(28,385
|
)
|
|
$
|
(62,587
|
)
|
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.
|
Park City Resort (“Park City”)
|
|
Utah
|
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.
|
Perisher Ski Resort (“Perisher”)
|
|
New South Wales, Australia
|
10.
|
Whistler Blackcomb Resort (“Whistler Blackcomb”)
|
|
British Columbia, Canada
|
11.
|
Stowe Mountain Resort (“Stowe”)
|
|
Vermont
|
Urban Ski Areas (“Urban”):
|
|
Location:
|
|
1.
|
Wilmot Mountain (“Wilmot”)
|
|
Wisconsin
|
2.
|
Afton Alps Ski Area (“Afton Alps”)
|
|
Minnesota
|
3.
|
Mount Brighton Ski Area (“Mt. Brighton”)
|
|
Michigan
|
•
|
The timing and amount of snowfall can have an impact on Mountain and Lodging revenue particularly in regards 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 resulting in a more stabilized stream of lift revenue. Additionally, our pass products provide a compelling value proposition to our guests, which in turn creates a guest commitment predominately prior to the start of the ski season. Through December 3, 2017, our North American pass sales for the upcoming 2017/2018 North American ski season increased approximately 14% in units and increased approximately 20% in sales dollars, compared to the prior year period ended December 4, 2016, including Whistler Blackcomb and Stowe pass sales in both periods, adjusted to eliminate the impact of foreign currency by applying current period exchange rates to the prior period. We cannot predict the ultimate impact that season pass sales will have on total lift revenue or effective ticket price for the 2017/2018 North American ski season.
|
•
|
Key U.S. economic indicators have remained steady in 2017, including strong consumer confidence and declines in the unemployment rate. However, the growth in the U.S. economy may be impacted by economic challenges in the U.S. or declining or slowing growth in economies outside of the U.S., accompanied by devaluation of currencies and lower commodity prices. Given these economic uncertainties, we cannot predict what the impact will be on overall travel and leisure spending or more specifically, on our guest visitation, guest spending or other related trends for the upcoming 2017/2018 North American ski season.
|
•
|
As of October 31, 2017, we had $234.0 million available under the revolver component of our Seventh Amended and Restated Credit Agreement, dated as of May 1, 2015 (the “Vail Holdings Credit Agreement”), which represents the total commitment of $400.0 million less outstanding borrowings of $95.0 million and certain letters of credit outstanding of $71.0 million. Additionally, under our Whistler Blackcomb credit facility (the “Whistler Credit Agreement”), as of October 31, 2017, we had C$164.0 million ($127.1 million) available under the revolver component of the Whistler Credit Agreement (which represents the total commitment of C$300.0 million ($232.5 million) less outstanding borrowings of C$135.0 million ($104.6 million) and a letter of credit outstanding of C$1.0 million ($0.8 million)). During the three months ended October 31, 2017, we exercised our right under the Whistler Credit Agreement, with the consent of the lender parties thereto, to extend the maturity date for the Whistler Credit Agreement from November 12, 2021 to November 12, 2022.
|
|
|
Three Months Ended October 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Mountain Reported EBITDA
|
|
$
|
(58,437
|
)
|
|
$
|
(56,654
|
)
|
Lodging Reported EBITDA
|
|
4,355
|
|
|
3,322
|
|
||
Resort Reported EBITDA
|
|
$
|
(54,082
|
)
|
|
$
|
(53,332
|
)
|
Real Estate Reported EBITDA
|
|
$
|
(1,055
|
)
|
|
$
|
5,077
|
|
Loss before benefit from income taxes
|
|
$
|
(125,331
|
)
|
|
$
|
(97,127
|
)
|
Net loss attributable to Vail Resorts, Inc.
|
|
$
|
(28,385
|
)
|
|
$
|
(62,587
|
)
|
|
|
Three Months Ended October 31,
|
|
Percentage
Increase
(Decrease)
|
|||||||
|
|
2017
|
|
2016
|
|
||||||
Net Mountain revenue:
|
|
|
|
|
|
|
|||||
Lift
|
|
$
|
25,468
|
|
|
$
|
21,426
|
|
|
18.9
|
%
|
Ski school
|
|
4,438
|
|
|
3,851
|
|
|
15.2
|
%
|
||
Dining
|
|
18,302
|
|
|
13,368
|
|
|
36.9
|
%
|
||
Retail/rental
|
|
45,407
|
|
|
36,479
|
|
|
24.5
|
%
|
||
Other
|
|
54,510
|
|
|
35,643
|
|
|
52.9
|
%
|
||
Total Mountain net revenue
|
|
148,125
|
|
|
110,767
|
|
|
33.7
|
%
|
||
Mountain operating expense:
|
|
|
|
|
|
|
|||||
Labor and labor-related benefits
|
|
73,656
|
|
|
57,682
|
|
|
27.7
|
%
|
||
Retail cost of sales
|
|
22,941
|
|
|
18,404
|
|
|
24.7
|
%
|
||
General and administrative
|
|
49,324
|
|
|
41,984
|
|
|
17.5
|
%
|
||
Other
|
|
61,163
|
|
|
50,183
|
|
|
21.9
|
%
|
||
Total Mountain operating expense
|
|
207,084
|
|
|
168,253
|
|
|
23.1
|
%
|
||
Mountain equity investment income, net
|
|
522
|
|
|
832
|
|
|
(37.3
|
)%
|
||
Mountain Reported EBITDA
|
|
$
|
(58,437
|
)
|
|
$
|
(56,654
|
)
|
|
(3.1
|
)%
|
|
|
|
|
|
|
|
|||||
Total skier visits
|
|
498
|
|
|
429
|
|
|
16.1
|
%
|
||
ETP
|
|
$
|
51.14
|
|
|
$
|
49.94
|
|
|
2.4
|
%
|
|
|
Three Months Ended October 31,
|
|
Percentage
Increase
(Decrease)
|
|||||||
|
|
2017
|
|
2016
|
|
||||||
Lodging net revenue:
|
|
|
|
|
|
|
|||||
Owned hotel rooms
|
|
$
|
19,635
|
|
|
$
|
18,063
|
|
|
8.7
|
%
|
Managed condominium rooms
|
|
10,171
|
|
|
8,521
|
|
|
19.4
|
%
|
||
Dining
|
|
15,880
|
|
|
15,337
|
|
|
3.5
|
%
|
||
Transportation
|
|
2,553
|
|
|
2,473
|
|
|
3.2
|
%
|
||
Golf
|
|
8,426
|
|
|
8,513
|
|
|
(1.0
|
)%
|
||
Other
|
|
12,115
|
|
|
11,418
|
|
|
6.1
|
%
|
||
|
|
68,780
|
|
|
64,325
|
|
|
6.9
|
%
|
||
Payroll cost reimbursements
|
|
3,309
|
|
|
3,077
|
|
|
7.5
|
%
|
||
Total Lodging net revenue
|
|
72,089
|
|
|
67,402
|
|
|
7.0
|
%
|
||
Lodging operating expense:
|
|
|
|
|
|
|
|||||
Labor and labor-related benefits
|
|
32,092
|
|
|
29,877
|
|
|
7.4
|
%
|
||
General and administrative
|
|
8,539
|
|
|
8,764
|
|
|
(2.6
|
)%
|
||
Other
|
|
23,794
|
|
|
22,362
|
|
|
6.4
|
%
|
||
|
|
64,425
|
|
|
61,003
|
|
|
5.6
|
%
|
||
Reimbursed payroll costs
|
|
3,309
|
|
|
3,077
|
|
|
7.5
|
%
|
||
Total Lodging operating expense
|
|
67,734
|
|
|
64,080
|
|
|
5.7
|
%
|
||
Lodging Reported EBITDA
|
|
$
|
4,355
|
|
|
$
|
3,322
|
|
|
31.1
|
%
|
|
|
|
|
|
|
|
|||||
Owned hotel statistics:
|
|
|
|
|
|
|
|||||
ADR
|
|
$
|
228.10
|
|
|
$
|
214.83
|
|
|
6.2
|
%
|
RevPAR
|
|
$
|
163.23
|
|
|
$
|
144.12
|
|
|
13.3
|
%
|
Managed condominium statistics:
|
|
|
|
|
|
|
|||||
ADR
|
|
$
|
190.61
|
|
|
$
|
196.78
|
|
|
(3.1
|
)%
|
RevPAR
|
|
$
|
53.72
|
|
|
$
|
47.95
|
|
|
12.0
|
%
|
Owned hotel and managed condominium statistics (combined):
|
|
|
|
|
|
|
|||||
ADR
|
|
$
|
210.49
|
|
|
$
|
207.34
|
|
|
1.5
|
%
|
RevPAR
|
|
$
|
87.38
|
|
|
$
|
80.53
|
|
|
8.5
|
%
|
|
|
Three Months Ended October 31,
|
|
Percentage
Increase
(Decrease)
|
|||||||
|
|
2017
|
|
2016
|
|
||||||
Total Real Estate net revenue
|
|
$
|
636
|
|
|
$
|
96
|
|
|
562.5
|
%
|
Real Estate operating expense:
|
|
|
|
|
|
|
|||||
Cost of sales (including sales commission)
|
|
511
|
|
|
—
|
|
|
—
|
%
|
||
Other
|
|
1,180
|
|
|
1,485
|
|
|
(20.5
|
)%
|
||
Total Real Estate operating expense
|
|
1,691
|
|
|
1,485
|
|
|
13.9
|
%
|
||
Gain on sale of real property
|
|
—
|
|
|
6,466
|
|
|
(100.0
|
)%
|
||
Real Estate Reported EBITDA
|
|
$
|
(1,055
|
)
|
|
$
|
5,077
|
|
|
(120.8
|
)%
|
|
Three Months Ended October 31,
|
Percentage
Increase
(Decrease)
|
||||||||
|
2017
|
|
2016
|
|
||||||
Depreciation and amortization
|
$
|
(48,624
|
)
|
|
$
|
(40,581
|
)
|
|
19.8
|
%
|
Investment income and other, net
|
$
|
383
|
|
|
$
|
4,523
|
|
|
(91.5
|
)%
|
Foreign currency loss on intercompany loans
|
$
|
(7,346
|
)
|
|
$
|
—
|
|
|
nm
|
|
Interest expense, net
|
$
|
(15,174
|
)
|
|
$
|
(11,964
|
)
|
|
26.8
|
%
|
Benefit from income taxes
|
$
|
93,404
|
|
|
$
|
33,509
|
|
|
178.7
|
%
|
|
Three Months Ended October 31,
|
||||||
|
2017
|
|
2016
|
||||
Mountain Reported EBITDA
|
$
|
(58,437
|
)
|
|
$
|
(56,654
|
)
|
Lodging Reported EBITDA
|
4,355
|
|
|
3,322
|
|
||
Resort Reported EBITDA
|
(54,082
|
)
|
|
(53,332
|
)
|
||
Real Estate Reported EBITDA
|
(1,055
|
)
|
|
5,077
|
|
||
Total Reported EBITDA
|
(55,137
|
)
|
|
(48,255
|
)
|
||
Depreciation and amortization
|
(48,624
|
)
|
|
(40,581
|
)
|
||
Gain (loss) on disposal of fixed assets, net
|
567
|
|
|
(550
|
)
|
||
Change in estimated fair value of contingent consideration
|
—
|
|
|
(300
|
)
|
||
Investment income and other, net
|
383
|
|
|
4,523
|
|
||
Foreign currency loss on intercompany loans
|
(7,346
|
)
|
|
—
|
|
||
Interest expense, net
|
(15,174
|
)
|
|
(11,964
|
)
|
||
Loss before benefit from income taxes
|
(125,331
|
)
|
|
(97,127
|
)
|
||
Benefit from income taxes
|
93,404
|
|
|
33,509
|
|
||
Net loss
|
(31,927
|
)
|
|
(63,618
|
)
|
||
Net loss attributable to noncontrolling interests
|
3,542
|
|
|
1,031
|
|
||
Net loss attributable to Vail Resorts, Inc.
|
$
|
(28,385
|
)
|
|
$
|
(62,587
|
)
|
|
|
October 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Long-term debt, net
|
|
$
|
1,262,325
|
|
|
$
|
1,371,779
|
|
Long-term debt due within one year
|
|
38,422
|
|
|
38,374
|
|
||
Total debt
|
|
1,300,747
|
|
|
1,410,153
|
|
||
Less: cash and cash equivalents
|
|
140,397
|
|
|
106,751
|
|
||
Net Debt
|
|
$
|
1,160,350
|
|
|
$
|
1,303,402
|
|
|
Three Months Ended October 31,
|
|||||
|
2017
|
2016
|
||||
Net cash provided by operating activities
|
$
|
148,753
|
|
$
|
57,027
|
|
Net cash used in investing activities
|
$
|
(33,652
|
)
|
$
|
(550,161
|
)
|
Net cash (used in) provided by financing activities
|
$
|
(88,608
|
)
|
$
|
531,917
|
|
|
Three Months Ended October 31, 2016
|
||||||||||
|
Previously Reported (Previous Guidance)
|
|
Tax Payments Change
|
|
Revised Reported (New Guidance)
|
||||||
Cash flows provided by operating activities
|
$
|
45,503
|
|
|
$
|
11,524
|
|
|
$
|
57,027
|
|
Cash flows used in investing activities (no change)
|
(550,161
|
)
|
|
—
|
|
|
(550,161
|
)
|
|||
Cash flows provided by financing activities
|
543,441
|
|
|
(11,524
|
)
|
|
531,917
|
|
|||
Effect of exchange rate changes (no change)
|
71
|
|
|
—
|
|
|
71
|
|
|||
Net increase in cash and cash equivalents
|
$
|
38,854
|
|
|
$
|
—
|
|
|
$
|
38,854
|
|
•
|
prolonged weakness in general economic conditions, including adverse effects on the overall travel and leisure related industries;
|
•
|
unfavorable weather conditions or the impact of natural disasters;
|
•
|
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;
|
•
|
the seasonality of our business combined with adverse events that occur during our peak operating periods;
|
•
|
competition in our mountain and lodging businesses;
|
•
|
high fixed cost structure of our business;
|
•
|
our ability to fund resort capital expenditures;
|
•
|
our reliance on government permits or approvals for our use of public land or to make operational and capital improvements;
|
•
|
risks related to a disruption in our water supply that would impact our snowmaking capabilities and operations;
|
•
|
risks related to federal, state, local and foreign government laws, rules and regulations;
|
•
|
risks related to our reliance on information technology, including our failure to maintain the integrity of our customer or employee data;
|
•
|
our ability to hire and retain a sufficient seasonal workforce;
|
•
|
risks related to our workforce, including increased labor costs;
|
•
|
loss of key personnel;
|
•
|
adverse consequences of current or future legal claims;
|
•
|
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;
|
•
|
our ability to successfully integrate acquired businesses, or that acquired businesses may fail to perform in accordance with expectations, including Whistler Blackcomb, Stowe or future acquisitions;
|
•
|
our ability to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, with respect to acquired businesses;
|
•
|
risks associated with international operations;
|
•
|
fluctuations in foreign currency exchange rates where the Company has foreign currency exposure, primarily the Canadian and Australian dollars;
|
•
|
changes in accounting and tax estimates and judgments, accounting principles, policies or guidelines or adverse determinations by taxing authorities;
|
•
|
a materially adverse change in our financial condition.
|
|
Three Months Ended October 31,
|
||||||
|
2017
|
|
2016
|
||||
Foreign currency translation adjustments and other, net of tax
|
$
|
(45,405
|
)
|
|
$
|
(24,412
|
)
|
Foreign currency loss on intercompany loans
|
$
|
(7,346
|
)
|
|
$
|
—
|
|
Exhibit
Number
|
Description
|
|
|
10.1*
|
|
|
|
31.1
|
|
|
|
31.2
|
|
|
|
32
|
|
|
|
101
|
The following information from the Company’s Quarterly Report on Form 10-Q for the three months ended October 31, 2017 formatted in eXtensible Business Reporting Language: (i) Unaudited Consolidated Condensed Balance Sheets as of October 31, 2017, July 31, 2017, and October 31, 2016; (ii) Unaudited Consolidated Condensed Statements of Operations for the three months ended October 31, 2017 and 2016; (iii) Unaudited Consolidated Condensed Statements of Comprehensive Income (Loss) for the three months ended October 31, 2017 and 2016; (iv) Unaudited Consolidated Condensed Statements of Stockholders’ Equity for the three months ended October 31, 2017 and 2016; (v) Unaudited Consolidated Condensed Statements of Cash Flows for the three months ended October 31, 2017 and 2016; and (vi) Notes to the Consolidated Condensed Financial Statements.
|
|
|
Vail Resorts, Inc.
|
|
|
|
Date: December 7, 2017
|
By:
|
/s/ Michael Z. Barkin
|
|
|
Michael Z. Barkin
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
Date: December 7, 2017
|
By:
|
/s/ Ryan H. Siurek
|
|
|
Ryan H. Siurek
|
|
|
Senior Vice President, Controller and
Chief Accounting Officer
|
|
|
(Principal Accounting Officer)
|
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