ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
51-0291762
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
390 Interlocken Crescent
Broomfield, Colorado
|
|
80021
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Large accelerated filer
|
|
ý
|
|
Accelerated filer
|
|
¨
|
|
|
|
|
|||
Non-accelerated filer
|
|
¨
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
¨
|
|
|
|
PART I
|
FINANCIAL INFORMATION
|
|
|
|
|
Item 1.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
PART II
|
OTHER INFORMATION
|
|
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 5.
|
||
Item 6.
|
|
|
April 30, 2013 (Unaudited)
|
|
July 31, 2012
|
|
April 30, 2012 (Unaudited)
|
||||||
Assets
|
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
237,735
|
|
|
$
|
46,053
|
|
|
$
|
147,110
|
|
Restricted cash
|
|
11,991
|
|
|
14,284
|
|
|
13,666
|
|
|||
Trade receivables, net
|
|
73,733
|
|
|
65,743
|
|
|
65,133
|
|
|||
Inventories, net
|
|
61,201
|
|
|
65,873
|
|
|
56,237
|
|
|||
Other current assets
|
|
50,478
|
|
|
40,417
|
|
|
55,671
|
|
|||
Total current assets
|
|
435,138
|
|
|
232,370
|
|
|
337,817
|
|
|||
Property, plant and equipment, net (Note 6)
|
|
1,039,907
|
|
|
1,049,207
|
|
|
1,056,243
|
|
|||
Real estate held for sale and investment
|
|
201,861
|
|
|
237,668
|
|
|
248,262
|
|
|||
Goodwill, net
|
|
271,855
|
|
|
269,769
|
|
|
269,678
|
|
|||
Intangible assets, net
|
|
92,039
|
|
|
92,070
|
|
|
93,715
|
|
|||
Other assets
|
|
38,869
|
|
|
46,530
|
|
|
44,024
|
|
|||
Total assets
|
|
$
|
2,079,669
|
|
|
$
|
1,927,614
|
|
|
$
|
2,049,739
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
|
||||||
Accounts payable and accrued liabilities (Note 6)
|
|
$
|
246,352
|
|
|
$
|
227,538
|
|
|
$
|
224,047
|
|
Income taxes payable
|
|
13,173
|
|
|
20,721
|
|
|
19,005
|
|
|||
Long-term debt due within one year (Note 4)
|
|
518
|
|
|
990
|
|
|
1,119
|
|
|||
Total current liabilities
|
|
260,043
|
|
|
249,249
|
|
|
244,171
|
|
|||
Long-term debt (Note 4)
|
|
489,240
|
|
|
489,775
|
|
|
489,757
|
|
|||
Other long-term liabilities (Note 6)
|
|
226,145
|
|
|
232,869
|
|
|
233,923
|
|
|||
Deferred income taxes
|
|
201,511
|
|
|
139,393
|
|
|
185,160
|
|
|||
Commitments and contingencies (Note 9)
|
|
|
|
|
|
|
||||||
Stockholders’ equity:
|
|
|
|
|
|
|
||||||
Preferred stock, $0.01 par value, 25,000,000 shares authorized, no shares issued and outstanding
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Common stock, $0.01 par value, 100,000,000 shares authorized, 40,861,919 (unaudited), 40,531,204 and 40,516,476 (unaudited) shares issued, respectively
|
|
409
|
|
|
405
|
|
|
405
|
|
|||
Additional paid-in capital
|
|
596,167
|
|
|
586,691
|
|
|
583,818
|
|
|||
Accumulated other comprehensive (loss) income
|
|
(4
|
)
|
|
(255
|
)
|
|
61
|
|
|||
Retained earnings
|
|
485,368
|
|
|
408,662
|
|
|
469,148
|
|
|||
Treasury stock, at cost; 4,949,111 (unaudited), 4,949,111 and 4,468,181 (unaudited) shares, respectively (Note 11)
|
|
(193,192
|
)
|
|
(193,192
|
)
|
|
(170,696
|
)
|
|||
Total Vail Resorts, Inc. stockholders’ equity
|
|
888,748
|
|
|
802,311
|
|
|
882,736
|
|
|||
Noncontrolling interests
|
|
13,982
|
|
|
14,017
|
|
|
13,992
|
|
|||
Total stockholders’ equity (Note 2)
|
|
902,730
|
|
|
816,328
|
|
|
896,728
|
|
|||
Total liabilities and stockholders’ equity
|
|
$
|
2,079,669
|
|
|
$
|
1,927,614
|
|
|
$
|
2,049,739
|
|
|
|
Three Months Ended April 30,
|
|
Nine Months Ended April 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net revenue:
|
|
|
|
|
|
|
|
|
||||||||
Mountain
|
|
$
|
402,017
|
|
|
$
|
354,586
|
|
|
$
|
815,670
|
|
|
$
|
720,194
|
|
Lodging
|
|
53,834
|
|
|
53,972
|
|
|
152,885
|
|
|
155,872
|
|
||||
Real estate
|
|
13,840
|
|
|
12,587
|
|
|
39,937
|
|
|
34,784
|
|
||||
Total net revenue
|
|
469,691
|
|
|
421,145
|
|
|
1,008,492
|
|
|
910,850
|
|
||||
Segment operating expense (exclusive of depreciation and amortization shown separately below):
|
|
|
|
|
|
|
|
|
||||||||
Mountain
|
|
207,953
|
|
|
184,211
|
|
|
536,498
|
|
|
478,256
|
|
||||
Lodging
|
|
45,446
|
|
|
47,103
|
|
|
142,055
|
|
|
149,497
|
|
||||
Real estate
|
|
16,996
|
|
|
16,069
|
|
|
49,349
|
|
|
46,479
|
|
||||
Total segment operating expense
|
|
270,395
|
|
|
247,383
|
|
|
727,902
|
|
|
674,232
|
|
||||
Other operating expense:
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
|
(33,730
|
)
|
|
(33,266
|
)
|
|
(98,827
|
)
|
|
(95,245
|
)
|
||||
Loss on disposal of fixed assets, net
|
|
(224
|
)
|
|
(90
|
)
|
|
(757
|
)
|
|
(1,123
|
)
|
||||
Income from operations
|
|
165,342
|
|
|
140,406
|
|
|
181,006
|
|
|
140,250
|
|
||||
Mountain equity investment income, net
|
|
266
|
|
|
336
|
|
|
799
|
|
|
944
|
|
||||
Investment income (loss), net
|
|
153
|
|
|
(18
|
)
|
|
306
|
|
|
356
|
|
||||
Interest expense, net
|
|
(8,359
|
)
|
|
(8,443
|
)
|
|
(25,268
|
)
|
|
(25,226
|
)
|
||||
Income before provision for income taxes
|
|
157,402
|
|
|
132,281
|
|
|
156,843
|
|
|
116,324
|
|
||||
Provision for income taxes
|
|
(59,814
|
)
|
|
(52,753
|
)
|
|
(59,329
|
)
|
|
(46,108
|
)
|
||||
Net income
|
|
97,588
|
|
|
79,528
|
|
|
97,514
|
|
|
70,216
|
|
||||
Net loss attributable to noncontrolling interests
|
|
52
|
|
|
41
|
|
|
97
|
|
|
34
|
|
||||
Net income attributable to Vail Resorts, Inc.
|
|
$
|
97,640
|
|
|
$
|
79,569
|
|
|
$
|
97,611
|
|
|
$
|
70,250
|
|
Per share amounts (Note 3):
|
|
|
|
|
|
|
|
|
||||||||
Basic net income per share attributable to Vail Resorts, Inc.
|
|
$
|
2.72
|
|
|
$
|
2.21
|
|
|
$
|
2.72
|
|
|
$
|
1.95
|
|
Diluted net income per share attributable to Vail Resorts, Inc.
|
|
$
|
2.66
|
|
|
$
|
2.17
|
|
|
$
|
2.66
|
|
|
$
|
1.92
|
|
Cash dividends declared per share
|
|
$
|
0.2075
|
|
|
$
|
0.1875
|
|
|
$
|
0.5825
|
|
|
$
|
0.4875
|
|
|
|
Three Months Ended April 30,
|
|
Nine Months Ended April 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net income
|
|
$
|
97,588
|
|
|
$
|
79,528
|
|
|
$
|
97,514
|
|
|
$
|
70,216
|
|
Foreign currency translation adjustments, net of tax
|
|
(202
|
)
|
|
61
|
|
|
251
|
|
|
61
|
|
||||
Comprehensive income
|
|
97,386
|
|
|
79,589
|
|
|
97,765
|
|
|
70,277
|
|
||||
Comprehensive loss attributable to noncontrolling interests
|
|
52
|
|
|
41
|
|
|
97
|
|
|
34
|
|
||||
Comprehensive income attributable to Vail Resorts, Inc.
|
|
$
|
97,438
|
|
|
$
|
79,630
|
|
|
$
|
97,862
|
|
|
$
|
70,311
|
|
|
|
Nine Months Ended April 30,
|
||||||
|
|
2013
|
|
2012
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net income
|
|
$
|
97,514
|
|
|
$
|
70,216
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
98,827
|
|
|
95,245
|
|
||
Cost of real estate sales
|
|
30,282
|
|
|
25,357
|
|
||
Stock-based compensation expense
|
|
9,544
|
|
|
9,349
|
|
||
Deferred income taxes, net
|
|
59,329
|
|
|
46,108
|
|
||
Other non-cash income, net
|
|
(5,697
|
)
|
|
(4,548
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
|
||||
Restricted cash
|
|
2,292
|
|
|
(1,109
|
)
|
||
Trade receivables, net
|
|
(7,354
|
)
|
|
(1,890
|
)
|
||
Inventories, net
|
|
5,944
|
|
|
(1,494
|
)
|
||
Investments in real estate
|
|
(1,662
|
)
|
|
(2,005
|
)
|
||
Accounts payable and accrued liabilities
|
|
12,231
|
|
|
(6,596
|
)
|
||
Other assets and liabilities, net
|
|
(9,905
|
)
|
|
5,412
|
|
||
Net cash provided by operating activities
|
|
291,345
|
|
|
234,045
|
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Capital expenditures
|
|
(65,461
|
)
|
|
(107,999
|
)
|
||
Acquisition of businesses
|
|
(19,958
|
)
|
|
(23,479
|
)
|
||
Other investing activities, net
|
|
861
|
|
|
(944
|
)
|
||
Net cash used in investing activities
|
|
(84,558
|
)
|
|
(132,422
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Proceeds from borrowings under long-term debt
|
|
96,000
|
|
|
56,000
|
|
||
Payments of long-term debt
|
|
(96,989
|
)
|
|
(57,002
|
)
|
||
Repurchases of common stock
|
|
—
|
|
|
(7,869
|
)
|
||
Dividends paid
|
|
(20,905
|
)
|
|
(17,559
|
)
|
||
Other financing activities, net
|
|
6,778
|
|
|
1,778
|
|
||
Net cash used in financing activities
|
|
(15,116
|
)
|
|
(24,652
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
11
|
|
|
(4
|
)
|
||
Net increase in cash and cash equivalents
|
|
191,682
|
|
|
76,967
|
|
||
Cash and cash equivalents:
|
|
|
|
|
||||
Beginning of period
|
|
46,053
|
|
|
70,143
|
|
||
End of period
|
|
$
|
237,735
|
|
|
$
|
147,110
|
|
1.
|
Organization and Business
|
2.
|
Summary of Significant Accounting Policies
|
|
|
For the Nine Months Ended April 30,
|
||||||||||||||||||||||
|
|
2013
|
|
2012
|
||||||||||||||||||||
|
|
Vail Resorts
Stockholders’
Equity
|
|
Noncontrolling
Interests
|
|
Total
Stockholders' Equity
|
|
Vail Resorts
Stockholders’
Equity
|
|
Noncontrolling
Interests
|
|
Total
Stockholders' Equity
|
||||||||||||
Balance, beginning of period
|
|
$
|
802,311
|
|
|
$
|
14,017
|
|
|
$
|
816,328
|
|
|
$
|
829,723
|
|
|
$
|
13,996
|
|
|
$
|
843,719
|
|
Net income (loss)
|
|
97,611
|
|
|
(97
|
)
|
|
97,514
|
|
|
70,250
|
|
|
(34
|
)
|
|
70,216
|
|
||||||
Stock-based compensation expense
|
|
9,544
|
|
|
—
|
|
|
9,544
|
|
|
9,349
|
|
|
—
|
|
|
9,349
|
|
||||||
Issuance of shares under share award plans, net of shares withheld for taxes
|
|
(3,832
|
)
|
|
—
|
|
|
(3,832
|
)
|
|
(2,661
|
)
|
|
—
|
|
|
(2,661
|
)
|
||||||
Tax benefit from share award plans
|
|
3,768
|
|
|
—
|
|
|
3,768
|
|
|
1,442
|
|
|
—
|
|
|
1,442
|
|
||||||
Cash dividends paid on common stock
|
|
(20,905
|
)
|
|
—
|
|
|
(20,905
|
)
|
|
(17,559
|
)
|
|
—
|
|
|
(17,559
|
)
|
||||||
Repurchases of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,869
|
)
|
|
—
|
|
|
(7,869
|
)
|
||||||
Contributions from noncontrolling interests, net
|
|
—
|
|
|
62
|
|
|
62
|
|
|
—
|
|
|
30
|
|
|
30
|
|
||||||
Foreign currency translation adjustments, net of tax
|
|
251
|
|
|
—
|
|
|
251
|
|
|
61
|
|
|
—
|
|
|
61
|
|
||||||
Balance, end of period
|
|
$
|
888,748
|
|
|
$
|
13,982
|
|
|
$
|
902,730
|
|
|
$
|
882,736
|
|
|
$
|
13,992
|
|
|
$
|
896,728
|
|
|
|
April 30, 2013
|
||||||
|
|
Carrying
Value
|
|
Fair
Value
|
||||
6.50% Notes
|
|
$
|
390,000
|
|
|
$
|
420,713
|
|
Industrial Development Bonds
|
|
$
|
41,200
|
|
|
$
|
48,644
|
|
Other long-term debt
|
|
$
|
5,983
|
|
|
$
|
6,696
|
|
3.
|
Net Income Per Common Share
|
|
|
Three Months Ended April 30,
|
||||||||||||||
|
|
2013
|
|
2012
|
||||||||||||
|
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||
Net income per share:
|
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Vail Resorts
|
|
$
|
97,640
|
|
|
$
|
97,640
|
|
|
$
|
79,569
|
|
|
$
|
79,569
|
|
Weighted-average shares outstanding
|
|
35,911
|
|
|
35,911
|
|
|
36,032
|
|
|
36,032
|
|
||||
Effect of dilutive securities
|
|
—
|
|
|
863
|
|
|
—
|
|
|
672
|
|
||||
Total shares
|
|
35,911
|
|
|
36,774
|
|
|
36,032
|
|
|
36,704
|
|
||||
Net income per share attributable to Vail Resorts
|
|
$
|
2.72
|
|
|
$
|
2.66
|
|
|
$
|
2.21
|
|
|
$
|
2.17
|
|
|
|
Nine Months Ended April 30,
|
||||||||||||||
|
|
2013
|
|
2012
|
||||||||||||
|
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||
Net income per share:
|
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Vail Resorts
|
|
$
|
97,611
|
|
|
$
|
97,611
|
|
|
$
|
70,250
|
|
|
$
|
70,250
|
|
Weighted-average shares outstanding
|
|
35,835
|
|
|
35,835
|
|
|
36,034
|
|
|
36,034
|
|
||||
Effect of dilutive securities
|
|
—
|
|
|
846
|
|
|
—
|
|
|
630
|
|
||||
Total shares
|
|
35,835
|
|
|
36,681
|
|
|
36,034
|
|
|
36,664
|
|
||||
Net income per share attributable to Vail Resorts
|
|
$
|
2.72
|
|
|
$
|
2.66
|
|
|
$
|
1.95
|
|
|
$
|
1.92
|
|
4.
|
Long-Term Debt
|
|
|
Maturity (a)
|
|
April 30, 2013
|
|
July 31, 2012
|
|
April 30, 2012
|
||||||
Credit Facility Revolver
|
|
2016
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Industrial Development Bonds
|
|
2020
|
|
41,200
|
|
|
41,200
|
|
|
41,200
|
|
|||
Employee Housing Bonds
|
|
2027-2039
|
|
52,575
|
|
|
52,575
|
|
|
52,575
|
|
|||
6.50% Notes
|
|
2019
|
|
390,000
|
|
|
390,000
|
|
|
390,000
|
|
|||
Other
|
|
2013-2029
|
|
5,983
|
|
|
6,990
|
|
|
7,101
|
|
|||
Total debt
|
|
|
|
489,758
|
|
|
490,765
|
|
|
490,876
|
|
|||
Less: Current maturities (b)
|
|
|
|
518
|
|
|
990
|
|
|
1,119
|
|
|||
Long-term debt
|
|
|
|
$
|
489,240
|
|
|
$
|
489,775
|
|
|
$
|
489,757
|
|
(a)
|
Maturities are based on the Company’s July 31 fiscal year end.
|
(b)
|
Current maturities represent principal payments due in the next 12 months.
|
|
|
||
2013
|
$
|
9
|
|
2014
|
509
|
|
|
2015
|
533
|
|
|
2016
|
244
|
|
|
2017
|
257
|
|
|
Thereafter
|
488,206
|
|
|
|
|
||
Total debt
|
$
|
489,758
|
|
|
|
5.
|
Acquisitions
|
6.
|
Supplementary Balance Sheet Information
|
|
|
April 30, 2013
|
|
July 31, 2012
|
|
April 30, 2012
|
||||||
Land and land improvements
|
|
$
|
295,559
|
|
|
$
|
281,729
|
|
|
$
|
282,038
|
|
Buildings and building improvements
|
|
852,483
|
|
|
838,780
|
|
|
835,291
|
|
|||
Machinery and equipment
|
|
599,199
|
|
|
563,309
|
|
|
566,466
|
|
|||
Furniture and fixtures
|
|
254,671
|
|
|
243,587
|
|
|
240,367
|
|
|||
Software
|
|
91,987
|
|
|
81,659
|
|
|
80,591
|
|
|||
Vehicles
|
|
48,592
|
|
|
44,798
|
|
|
44,536
|
|
|||
Construction in progress
|
|
27,273
|
|
|
36,979
|
|
|
26,341
|
|
|||
Gross property, plant and equipment
|
|
2,169,764
|
|
|
2,090,841
|
|
|
2,075,630
|
|
|||
Accumulated depreciation
|
|
(1,129,857
|
)
|
|
(1,041,634
|
)
|
|
(1,019,387
|
)
|
|||
Property, plant and equipment, net
|
|
$
|
1,039,907
|
|
|
$
|
1,049,207
|
|
|
$
|
1,056,243
|
|
|
|
April 30, 2013
|
|
July 31, 2012
|
|
April 30, 2012
|
||||||
Trade payables
|
|
$
|
59,515
|
|
|
$
|
56,508
|
|
|
$
|
55,619
|
|
Deferred revenue
|
|
81,092
|
|
|
78,793
|
|
|
68,182
|
|
|||
Accrued salaries, wages and deferred compensation
|
|
28,563
|
|
|
21,242
|
|
|
23,534
|
|
|||
Accrued benefits
|
|
24,002
|
|
|
20,216
|
|
|
26,089
|
|
|||
Deposits
|
|
12,173
|
|
|
12,031
|
|
|
12,310
|
|
|||
Accrued interest
|
|
13,543
|
|
|
8,015
|
|
|
13,534
|
|
|||
Other accruals
|
|
27,464
|
|
|
30,733
|
|
|
24,779
|
|
|||
Total accounts payable and accrued liabilities
|
|
$
|
246,352
|
|
|
$
|
227,538
|
|
|
$
|
224,047
|
|
|
|
April 30, 2013
|
|
July 31, 2012
|
|
April 30, 2012
|
||||||
Private club deferred initiation fee revenue
|
|
$
|
133,578
|
|
|
$
|
135,660
|
|
|
$
|
136,740
|
|
Unfavorable lease obligation, net
|
|
34,055
|
|
|
36,058
|
|
|
36,726
|
|
|||
Other long-term liabilities
|
|
58,512
|
|
|
61,151
|
|
|
60,457
|
|
|||
Total other long-term liabilities
|
|
$
|
226,145
|
|
|
$
|
232,869
|
|
|
$
|
233,923
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
Fair Value Measurement as of April 30, 2013
|
|||||||||||||||
Description
|
|
Balance at April 30, 2013
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||
Money Market
|
|
$
|
49,025
|
|
|
$
|
49,025
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Commercial Paper
|
|
$
|
630
|
|
|
$
|
—
|
|
|
$
|
630
|
|
|
$
|
—
|
|
|
Certificates of Deposit
|
|
$
|
630
|
|
|
$
|
—
|
|
|
$
|
630
|
|
|
$
|
—
|
|
|
|
|
|
|||||||||||||||
|
|
Fair Value Measurement as of July 31, 2012
|
|||||||||||||||
Description
|
|
Balance at July 31, 2012
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||
Money Market
|
|
$
|
6,581
|
|
|
$
|
6,581
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Commercial Paper
|
|
$
|
2,441
|
|
|
$
|
—
|
|
|
$
|
2,441
|
|
|
$
|
—
|
|
|
Certificates of Deposit
|
|
$
|
1,260
|
|
|
$
|
—
|
|
|
$
|
1,260
|
|
|
$
|
—
|
|
|
|
|
|
|||||||||||||||
|
|
Fair Value Measurement as of April 30, 2012
|
|||||||||||||||
Description
|
|
Balance at April 30, 2012
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||
Money Market
|
|
$
|
1,392
|
|
|
$
|
1,392
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Commercial Paper
|
|
$
|
6,993
|
|
|
$
|
—
|
|
|
$
|
6,993
|
|
|
$
|
—
|
|
|
Certificates of Deposit
|
|
$
|
1,890
|
|
|
$
|
—
|
|
|
$
|
1,890
|
|
|
$
|
—
|
|
|
|
Three Months Ended April 30,
|
|
Nine Months Ended April 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net revenue:
|
|
|
|
|
|
|
|
|
||||||||
Lift tickets
|
|
$
|
215,163
|
|
|
$
|
188,712
|
|
|
$
|
390,820
|
|
|
$
|
342,411
|
|
Ski school
|
|
53,531
|
|
|
47,040
|
|
|
95,254
|
|
|
84,292
|
|
||||
Dining
|
|
37,876
|
|
|
31,388
|
|
|
74,075
|
|
|
61,757
|
|
||||
Retail/rental
|
|
66,329
|
|
|
60,144
|
|
|
176,802
|
|
|
160,958
|
|
||||
Other
|
|
29,118
|
|
|
27,302
|
|
|
78,719
|
|
|
70,776
|
|
||||
Total Mountain net revenue
|
|
402,017
|
|
|
354,586
|
|
|
815,670
|
|
|
720,194
|
|
||||
Lodging
|
|
53,834
|
|
|
53,972
|
|
|
152,885
|
|
|
155,872
|
|
||||
Total Resort net revenue
|
|
455,851
|
|
|
408,558
|
|
|
968,555
|
|
|
876,066
|
|
||||
Real estate
|
|
13,840
|
|
|
12,587
|
|
|
39,937
|
|
|
34,784
|
|
||||
Total net revenue
|
|
$
|
469,691
|
|
|
$
|
421,145
|
|
|
$
|
1,008,492
|
|
|
$
|
910,850
|
|
Operating expense:
|
|
|
|
|
|
|
|
|
||||||||
Mountain
|
|
$
|
207,953
|
|
|
$
|
184,211
|
|
|
$
|
536,498
|
|
|
$
|
478,256
|
|
Lodging
|
|
45,446
|
|
|
47,103
|
|
|
142,055
|
|
|
149,497
|
|
||||
Total Resort operating expense
|
|
253,399
|
|
|
231,314
|
|
|
678,553
|
|
|
627,753
|
|
||||
Real estate
|
|
16,996
|
|
|
16,069
|
|
|
49,349
|
|
|
46,479
|
|
||||
Total segment operating expense
|
|
$
|
270,395
|
|
|
$
|
247,383
|
|
|
$
|
727,902
|
|
|
$
|
674,232
|
|
Mountain equity investment income, net
|
|
$
|
266
|
|
|
$
|
336
|
|
|
$
|
799
|
|
|
$
|
944
|
|
Reported EBITDA:
|
|
|
|
|
|
|
|
|
||||||||
Mountain
|
|
$
|
194,330
|
|
|
$
|
170,711
|
|
|
$
|
279,971
|
|
|
$
|
242,882
|
|
Lodging
|
|
8,388
|
|
|
6,869
|
|
|
10,830
|
|
|
6,375
|
|
||||
Resort
|
|
202,718
|
|
|
177,580
|
|
|
290,801
|
|
|
249,257
|
|
||||
Real estate
|
|
(3,156
|
)
|
|
(3,482
|
)
|
|
(9,412
|
)
|
|
(11,695
|
)
|
||||
Total Reported EBITDA
|
|
$
|
199,562
|
|
|
$
|
174,098
|
|
|
$
|
281,389
|
|
|
$
|
237,562
|
|
|
|
|
|
|
|
|
|
|
||||||||
Real estate held for sale and investment
|
|
$
|
201,861
|
|
|
$
|
248,262
|
|
|
$
|
201,861
|
|
|
$
|
248,262
|
|
|
|
|
|
|
|
|
|
|
||||||||
Reconciliation to net income attributable to Vail Resorts, Inc.:
|
|
|
|
|
|
|
|
|
||||||||
Total Reported EBITDA
|
|
$
|
199,562
|
|
|
$
|
174,098
|
|
|
$
|
281,389
|
|
|
$
|
237,562
|
|
Depreciation and amortization
|
|
(33,730
|
)
|
|
(33,266
|
)
|
|
(98,827
|
)
|
|
(95,245
|
)
|
||||
Loss on disposal of fixed assets, net
|
|
(224
|
)
|
|
(90
|
)
|
|
(757
|
)
|
|
(1,123
|
)
|
||||
Investment income (loss), net
|
|
153
|
|
|
(18
|
)
|
|
306
|
|
|
356
|
|
||||
Interest expense, net
|
|
(8,359
|
)
|
|
(8,443
|
)
|
|
(25,268
|
)
|
|
(25,226
|
)
|
||||
Income before provision for income taxes
|
|
157,402
|
|
|
132,281
|
|
|
156,843
|
|
|
116,324
|
|
||||
Provision for income taxes
|
|
(59,814
|
)
|
|
(52,753
|
)
|
|
(59,329
|
)
|
|
(46,108
|
)
|
||||
Net income
|
|
$
|
97,588
|
|
|
$
|
79,528
|
|
|
$
|
97,514
|
|
|
$
|
70,216
|
|
Net loss attributable to noncontrolling interests
|
|
52
|
|
|
41
|
|
|
97
|
|
|
34
|
|
||||
Net income attributable to Vail Resorts, Inc.
|
|
$
|
97,640
|
|
|
$
|
79,569
|
|
|
$
|
97,611
|
|
|
$
|
70,250
|
|
|
|
Parent
Company
|
|
100%
Owned
Guarantor
Subsidiaries
|
|
Other
Subsidiaries
|
|
Eliminating
Entries
|
|
Consolidated
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
230,429
|
|
|
$
|
7,306
|
|
|
$
|
—
|
|
|
$
|
237,735
|
|
Restricted cash
|
|
—
|
|
|
10,894
|
|
|
1,097
|
|
|
—
|
|
|
11,991
|
|
|||||
Trade receivables, net
|
|
—
|
|
|
70,424
|
|
|
3,309
|
|
|
—
|
|
|
73,733
|
|
|||||
Inventories, net
|
|
—
|
|
|
61,014
|
|
|
187
|
|
|
—
|
|
|
61,201
|
|
|||||
Other current assets
|
|
28,699
|
|
|
20,543
|
|
|
1,236
|
|
|
—
|
|
|
50,478
|
|
|||||
Total current assets
|
|
28,699
|
|
|
393,304
|
|
|
13,135
|
|
|
—
|
|
|
435,138
|
|
|||||
Property, plant and equipment, net
|
|
—
|
|
|
993,813
|
|
|
46,094
|
|
|
—
|
|
|
1,039,907
|
|
|||||
Real estate held for sale and investment
|
|
—
|
|
|
201,861
|
|
|
—
|
|
|
—
|
|
|
201,861
|
|
|||||
Goodwill, net
|
|
—
|
|
|
270,076
|
|
|
1,779
|
|
|
—
|
|
|
271,855
|
|
|||||
Intangible assets, net
|
|
—
|
|
|
72,563
|
|
|
19,476
|
|
|
—
|
|
|
92,039
|
|
|||||
Other assets
|
|
6,319
|
|
|
37,661
|
|
|
4,348
|
|
|
(9,459
|
)
|
|
38,869
|
|
|||||
Investments in subsidiaries
|
|
1,885,121
|
|
|
(2,153
|
)
|
|
—
|
|
|
(1,882,968
|
)
|
|
—
|
|
|||||
Advances
|
|
(385,997
|
)
|
|
382,375
|
|
|
3,622
|
|
|
—
|
|
|
—
|
|
|||||
Total assets
|
|
$
|
1,534,142
|
|
|
$
|
2,349,500
|
|
|
$
|
88,454
|
|
|
$
|
(1,892,427
|
)
|
|
$
|
2,079,669
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and accrued liabilities
|
|
$
|
12,856
|
|
|
$
|
225,420
|
|
|
$
|
8,076
|
|
|
$
|
—
|
|
|
$
|
246,352
|
|
Income taxes payable
|
|
13,173
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,173
|
|
|||||
Long-term debt due within one year
|
|
—
|
|
|
299
|
|
|
219
|
|
|
—
|
|
|
518
|
|
|||||
Total current liabilities
|
|
26,029
|
|
|
225,719
|
|
|
8,295
|
|
|
—
|
|
|
260,043
|
|
|||||
Long-term debt
|
|
390,000
|
|
|
41,502
|
|
|
57,738
|
|
|
—
|
|
|
489,240
|
|
|||||
Other long-term liabilities
|
|
27,852
|
|
|
197,158
|
|
|
10,594
|
|
|
(9,459
|
)
|
|
226,145
|
|
|||||
Deferred income taxes
|
|
201,513
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
201,511
|
|
|||||
Total Vail Resorts, Inc. stockholders’ equity (deficit)
|
|
888,748
|
|
|
1,885,121
|
|
|
(2,153
|
)
|
|
(1,882,968
|
)
|
|
888,748
|
|
|||||
Noncontrolling interests
|
|
—
|
|
|
—
|
|
|
13,982
|
|
|
—
|
|
|
13,982
|
|
|||||
Total stockholders’ equity
|
|
888,748
|
|
|
1,885,121
|
|
|
11,829
|
|
|
(1,882,968
|
)
|
|
902,730
|
|
|||||
Total liabilities and stockholders’ equity
|
|
$
|
1,534,142
|
|
|
$
|
2,349,500
|
|
|
$
|
88,454
|
|
|
$
|
(1,892,427
|
)
|
|
$
|
2,079,669
|
|
|
|
Parent
Company
|
|
100%
Owned
Guarantor
Subsidiaries
|
|
Other
Subsidiaries
|
|
Eliminating
Entries
|
|
Consolidated
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
38,380
|
|
|
$
|
7,673
|
|
|
$
|
—
|
|
|
$
|
46,053
|
|
Restricted cash
|
|
—
|
|
|
13,300
|
|
|
984
|
|
|
—
|
|
|
14,284
|
|
|||||
Trade receivables, net
|
|
—
|
|
|
64,185
|
|
|
1,558
|
|
|
—
|
|
|
65,743
|
|
|||||
Inventories, net
|
|
—
|
|
|
65,673
|
|
|
200
|
|
|
—
|
|
|
65,873
|
|
|||||
Other current assets
|
|
24,458
|
|
|
15,522
|
|
|
437
|
|
|
—
|
|
|
40,417
|
|
|||||
Total current assets
|
|
24,458
|
|
|
197,060
|
|
|
10,852
|
|
|
—
|
|
|
232,370
|
|
|||||
Property, plant and equipment, net
|
|
—
|
|
|
1,000,767
|
|
|
48,440
|
|
|
—
|
|
|
1,049,207
|
|
|||||
Real estate held for sale and investment
|
|
—
|
|
|
237,668
|
|
|
—
|
|
|
—
|
|
|
237,668
|
|
|||||
Goodwill, net
|
|
—
|
|
|
268,058
|
|
|
1,711
|
|
|
—
|
|
|
269,769
|
|
|||||
Intangible assets, net
|
|
—
|
|
|
72,751
|
|
|
19,319
|
|
|
—
|
|
|
92,070
|
|
|||||
Other assets
|
|
7,113
|
|
|
42,939
|
|
|
5,937
|
|
|
(9,459
|
)
|
|
46,530
|
|
|||||
Investments in subsidiaries
|
|
1,775,195
|
|
|
(553
|
)
|
|
—
|
|
|
(1,774,642
|
)
|
|
—
|
|
|||||
Advances
|
|
(421,115
|
)
|
|
418,001
|
|
|
3,114
|
|
|
—
|
|
|
—
|
|
|||||
Total assets
|
|
$
|
1,385,651
|
|
|
$
|
2,236,691
|
|
|
$
|
89,373
|
|
|
$
|
(1,784,101
|
)
|
|
$
|
1,927,614
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and accrued liabilities
|
|
$
|
6,542
|
|
|
$
|
215,308
|
|
|
$
|
5,688
|
|
|
$
|
—
|
|
|
$
|
227,538
|
|
Income taxes payable
|
|
20,721
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,721
|
|
|||||
Long-term debt due within one year
|
|
—
|
|
|
782
|
|
|
208
|
|
|
—
|
|
|
990
|
|
|||||
Total current liabilities
|
|
27,263
|
|
|
216,090
|
|
|
5,896
|
|
|
—
|
|
|
249,249
|
|
|||||
Long-term debt
|
|
390,000
|
|
|
41,817
|
|
|
57,958
|
|
|
—
|
|
|
489,775
|
|
|||||
Other long-term liabilities
|
|
28,104
|
|
|
203,589
|
|
|
10,635
|
|
|
(9,459
|
)
|
|
232,869
|
|
|||||
Deferred income taxes
|
|
137,973
|
|
|
—
|
|
|
1,420
|
|
|
—
|
|
|
139,393
|
|
|||||
Total Vail Resorts, Inc. stockholders’ equity (deficit)
|
|
802,311
|
|
|
1,775,195
|
|
|
(553
|
)
|
|
(1,774,642
|
)
|
|
802,311
|
|
|||||
Noncontrolling interests
|
|
—
|
|
|
—
|
|
|
14,017
|
|
|
—
|
|
|
14,017
|
|
|||||
Total stockholders’ equity
|
|
802,311
|
|
|
1,775,195
|
|
|
13,464
|
|
|
(1,774,642
|
)
|
|
816,328
|
|
|||||
Total liabilities and stockholders’ equity
|
|
$
|
1,385,651
|
|
|
$
|
2,236,691
|
|
|
$
|
89,373
|
|
|
$
|
(1,784,101
|
)
|
|
$
|
1,927,614
|
|
|
|
Parent
Company
|
|
100%
Owned
Guarantor
Subsidiaries
|
|
Other
Subsidiaries
|
|
Eliminating
Entries
|
|
Consolidated
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
138,001
|
|
|
$
|
9,109
|
|
|
$
|
—
|
|
|
$
|
147,110
|
|
Restricted cash
|
|
—
|
|
|
12,619
|
|
|
1,047
|
|
|
—
|
|
|
13,666
|
|
|||||
Trade receivables, net
|
|
—
|
|
|
62,390
|
|
|
2,743
|
|
|
—
|
|
|
65,133
|
|
|||||
Inventories, net
|
|
—
|
|
|
56,050
|
|
|
187
|
|
|
—
|
|
|
56,237
|
|
|||||
Other current assets
|
|
32,809
|
|
|
20,925
|
|
|
1,937
|
|
|
—
|
|
|
55,671
|
|
|||||
Total current assets
|
|
32,809
|
|
|
289,985
|
|
|
15,023
|
|
|
—
|
|
|
337,817
|
|
|||||
Property, plant and equipment, net
|
|
—
|
|
|
1,007,074
|
|
|
49,169
|
|
|
—
|
|
|
1,056,243
|
|
|||||
Real estate held for sale and investment
|
|
—
|
|
|
248,262
|
|
|
—
|
|
|
—
|
|
|
248,262
|
|
|||||
Goodwill, net
|
|
—
|
|
|
268,057
|
|
|
1,621
|
|
|
—
|
|
|
269,678
|
|
|||||
Intangible assets, net
|
|
—
|
|
|
74,327
|
|
|
19,388
|
|
|
—
|
|
|
93,715
|
|
|||||
Other assets
|
|
7,368
|
|
|
32,124
|
|
|
4,532
|
|
|
—
|
|
|
44,024
|
|
|||||
Investments in subsidiaries
|
|
1,857,590
|
|
|
2,147
|
|
|
—
|
|
|
(1,859,737
|
)
|
|
—
|
|
|||||
Advances
|
|
(381,351
|
)
|
|
387,860
|
|
|
(6,509
|
)
|
|
—
|
|
|
—
|
|
|||||
Total assets
|
|
$
|
1,516,416
|
|
|
$
|
2,309,836
|
|
|
$
|
83,224
|
|
|
$
|
(1,859,737
|
)
|
|
$
|
2,049,739
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and accrued liabilities
|
|
$
|
12,852
|
|
|
$
|
205,081
|
|
|
$
|
6,114
|
|
|
$
|
—
|
|
|
$
|
224,047
|
|
Income taxes payable
|
|
19,005
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,005
|
|
|||||
Long-term debt due within one year
|
|
—
|
|
|
911
|
|
|
208
|
|
|
—
|
|
|
1,119
|
|
|||||
Total current liabilities
|
|
31,857
|
|
|
205,992
|
|
|
6,322
|
|
|
—
|
|
|
244,171
|
|
|||||
Long-term debt
|
|
390,000
|
|
|
41,799
|
|
|
57,958
|
|
|
—
|
|
|
489,757
|
|
|||||
Other long-term liabilities
|
|
28,105
|
|
|
204,455
|
|
|
1,363
|
|
|
—
|
|
|
233,923
|
|
|||||
Deferred income taxes
|
|
183,718
|
|
|
—
|
|
|
1,442
|
|
|
—
|
|
|
185,160
|
|
|||||
Total Vail Resorts, Inc. stockholders’ equity (deficit)
|
|
882,736
|
|
|
1,857,590
|
|
|
2,147
|
|
|
(1,859,737
|
)
|
|
882,736
|
|
|||||
Noncontrolling interests
|
|
—
|
|
|
—
|
|
|
13,992
|
|
|
—
|
|
|
13,992
|
|
|||||
Total stockholders’ equity
|
|
882,736
|
|
|
1,857,590
|
|
|
16,139
|
|
|
(1,859,737
|
)
|
|
896,728
|
|
|||||
Total liabilities and stockholders’ equity
|
|
$
|
1,516,416
|
|
|
$
|
2,309,836
|
|
|
$
|
83,224
|
|
|
$
|
(1,859,737
|
)
|
|
$
|
2,049,739
|
|
|
|
Parent
Company
|
|
100% Owned
Guarantor
Subsidiaries
|
|
Other
Subsidiaries
|
|
Eliminating
Entries
|
|
Consolidated
|
||||||||||
Total net revenue
|
|
$
|
—
|
|
|
$
|
467,095
|
|
|
$
|
6,406
|
|
|
$
|
(3,810
|
)
|
|
$
|
469,691
|
|
Total operating expense
|
|
116
|
|
|
301,696
|
|
|
6,309
|
|
|
(3,772
|
)
|
|
304,349
|
|
|||||
(Loss) income from operations
|
|
(116
|
)
|
|
165,399
|
|
|
97
|
|
|
(38
|
)
|
|
165,342
|
|
|||||
Other expense, net
|
|
(6,600
|
)
|
|
(1,322
|
)
|
|
(322
|
)
|
|
38
|
|
|
(8,206
|
)
|
|||||
Equity investment income, net
|
|
—
|
|
|
266
|
|
|
—
|
|
|
—
|
|
|
266
|
|
|||||
(Loss) income before benefit (provision) from income taxes
|
|
(6,716
|
)
|
|
164,343
|
|
|
(225
|
)
|
|
—
|
|
|
157,402
|
|
|||||
Benefit (provision) from income taxes
|
|
2,551
|
|
|
(62,452
|
)
|
|
87
|
|
|
—
|
|
|
(59,814
|
)
|
|||||
Net (loss) income before equity in income (loss) of consolidated subsidiaries
|
|
(4,165
|
)
|
|
101,891
|
|
|
(138
|
)
|
|
—
|
|
|
97,588
|
|
|||||
Equity in income (loss) of consolidated subsidiaries
|
|
101,805
|
|
|
(86
|
)
|
|
—
|
|
|
(101,719
|
)
|
|
—
|
|
|||||
Net income (loss)
|
|
97,640
|
|
|
101,805
|
|
|
(138
|
)
|
|
(101,719
|
)
|
|
97,588
|
|
|||||
Net loss attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
52
|
|
|
—
|
|
|
52
|
|
|||||
Net income (loss) attributable to Vail Resorts, Inc.
|
|
$
|
97,640
|
|
|
$
|
101,805
|
|
|
$
|
(86
|
)
|
|
$
|
(101,719
|
)
|
|
$
|
97,640
|
|
|
|
Parent
Company
|
|
100% Owned
Guarantor
Subsidiaries
|
|
Other
Subsidiaries
|
|
Eliminating
Entries
|
|
Consolidated
|
||||||||||
Total net revenue
|
|
$
|
—
|
|
|
$
|
417,945
|
|
|
$
|
6,225
|
|
|
$
|
(3,025
|
)
|
|
$
|
421,145
|
|
Total operating expense
|
|
98
|
|
|
277,907
|
|
|
5,721
|
|
|
(2,987
|
)
|
|
280,739
|
|
|||||
(Loss) income from operations
|
|
(98
|
)
|
|
140,038
|
|
|
504
|
|
|
(38
|
)
|
|
140,406
|
|
|||||
Other expense, net
|
|
(6,637
|
)
|
|
(1,514
|
)
|
|
(348
|
)
|
|
38
|
|
|
(8,461
|
)
|
|||||
Equity investment income, net
|
|
—
|
|
|
336
|
|
|
—
|
|
|
—
|
|
|
336
|
|
|||||
(Loss) income before benefit (provision) from income taxes
|
|
(6,735
|
)
|
|
138,860
|
|
|
156
|
|
|
—
|
|
|
132,281
|
|
|||||
Benefit (provision) from income taxes
|
|
2,626
|
|
|
(55,379
|
)
|
|
—
|
|
|
—
|
|
|
(52,753
|
)
|
|||||
Net (loss) income before equity in income of consolidated subsidiaries
|
|
(4,109
|
)
|
|
83,481
|
|
|
156
|
|
|
—
|
|
|
79,528
|
|
|||||
Equity in income of consolidated subsidiaries
|
|
83,678
|
|
|
197
|
|
|
—
|
|
|
(83,875
|
)
|
|
—
|
|
|||||
Net income
|
|
79,569
|
|
|
83,678
|
|
|
156
|
|
|
(83,875
|
)
|
|
79,528
|
|
|||||
Net loss attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
41
|
|
|
—
|
|
|
41
|
|
|||||
Net income attributable to Vail Resorts, Inc.
|
|
$
|
79,569
|
|
|
$
|
83,678
|
|
|
$
|
197
|
|
|
$
|
(83,875
|
)
|
|
$
|
79,569
|
|
|
|
Parent
Company
|
|
100% Owned
Guarantor
Subsidiaries
|
|
Other
Subsidiaries
|
|
Eliminating
Entries
|
|
Consolidated
|
||||||||||
Total net revenue
|
|
$
|
—
|
|
|
$
|
1,002,526
|
|
|
$
|
15,780
|
|
|
$
|
(9,814
|
)
|
|
$
|
1,008,492
|
|
Total operating expense
|
|
334
|
|
|
819,781
|
|
|
17,071
|
|
|
(9,700
|
)
|
|
827,486
|
|
|||||
(Loss) income from operations
|
|
(334
|
)
|
|
182,745
|
|
|
(1,291
|
)
|
|
(114
|
)
|
|
181,006
|
|
|||||
Other expense, net
|
|
(19,810
|
)
|
|
(4,257
|
)
|
|
(1,009
|
)
|
|
114
|
|
|
(24,962
|
)
|
|||||
Equity investment income, net
|
|
—
|
|
|
799
|
|
|
—
|
|
|
—
|
|
|
799
|
|
|||||
(Loss) income before benefit (provision) from income taxes
|
|
(20,144
|
)
|
|
179,287
|
|
|
(2,300
|
)
|
|
—
|
|
|
156,843
|
|
|||||
Benefit (provision) from income taxes
|
|
7,708
|
|
|
(67,225
|
)
|
|
188
|
|
|
—
|
|
|
(59,329
|
)
|
|||||
Net (loss) income before equity in income (loss) of consolidated subsidiaries
|
|
(12,436
|
)
|
|
112,062
|
|
|
(2,112
|
)
|
|
—
|
|
|
97,514
|
|
|||||
Equity in income (loss) of consolidated subsidiaries
|
|
110,047
|
|
|
(2,015
|
)
|
|
—
|
|
|
(108,032
|
)
|
|
—
|
|
|||||
Net income (loss)
|
|
97,611
|
|
|
110,047
|
|
|
(2,112
|
)
|
|
(108,032
|
)
|
|
97,514
|
|
|||||
Net loss attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
97
|
|
|
—
|
|
|
97
|
|
|||||
Net income (loss) attributable to Vail Resorts, Inc.
|
|
$
|
97,611
|
|
|
$
|
110,047
|
|
|
$
|
(2,015
|
)
|
|
$
|
(108,032
|
)
|
|
$
|
97,611
|
|
|
|
Parent
Company
|
|
100% Owned
Guarantor
Subsidiaries
|
|
Other
Subsidiaries
|
|
Eliminating
Entries
|
|
Consolidated
|
||||||||||
Total net revenue
|
|
$
|
—
|
|
|
$
|
907,169
|
|
|
$
|
12,615
|
|
|
$
|
(8,934
|
)
|
|
$
|
910,850
|
|
Total operating expense
|
|
39
|
|
|
766,644
|
|
|
12,736
|
|
|
(8,819
|
)
|
|
770,600
|
|
|||||
(Loss) income from operations
|
|
(39
|
)
|
|
140,525
|
|
|
(121
|
)
|
|
(115
|
)
|
|
140,250
|
|
|||||
Other expense, net
|
|
(19,922
|
)
|
|
(4,022
|
)
|
|
(1,041
|
)
|
|
115
|
|
|
(24,870
|
)
|
|||||
Equity investment income, net
|
|
—
|
|
|
944
|
|
|
—
|
|
|
—
|
|
|
944
|
|
|||||
(Loss) income before benefit (provision) from income taxes
|
|
(19,961
|
)
|
|
137,447
|
|
|
(1,162
|
)
|
|
—
|
|
|
116,324
|
|
|||||
Benefit (provision) from income taxes
|
|
8,206
|
|
|
(54,314
|
)
|
|
—
|
|
|
—
|
|
|
(46,108
|
)
|
|||||
Net (loss) income before equity in income (loss) of consolidated subsidiaries
|
|
(11,755
|
)
|
|
83,133
|
|
|
(1,162
|
)
|
|
—
|
|
|
70,216
|
|
|||||
Equity in income (loss) of consolidated subsidiaries
|
|
82,005
|
|
|
(1,128
|
)
|
|
—
|
|
|
(80,877
|
)
|
|
—
|
|
|||||
Net income (loss)
|
|
70,250
|
|
|
82,005
|
|
|
(1,162
|
)
|
|
(80,877
|
)
|
|
70,216
|
|
|||||
Net loss attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
34
|
|
|||||
Net income (loss) attributable to Vail Resorts, Inc.
|
|
$
|
70,250
|
|
|
$
|
82,005
|
|
|
$
|
(1,128
|
)
|
|
$
|
(80,877
|
)
|
|
$
|
70,250
|
|
|
|
Parent
Company
|
|
100% Owned
Guarantor
Subsidiaries
|
|
Other
Subsidiaries
|
|
Eliminating
Entries
|
|
Consolidated
|
||||||||||
Net income (loss)
|
|
$
|
97,640
|
|
|
$
|
101,805
|
|
|
$
|
(138
|
)
|
|
$
|
(101,719
|
)
|
|
$
|
97,588
|
|
Foreign currency translation adjustments, net of tax
|
|
(202
|
)
|
|
(202
|
)
|
|
(202
|
)
|
|
404
|
|
|
(202
|
)
|
|||||
Comprehensive income (loss)
|
|
97,438
|
|
|
101,603
|
|
|
(340
|
)
|
|
(101,315
|
)
|
|
97,386
|
|
|||||
Comprehensive loss attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
52
|
|
|
—
|
|
|
52
|
|
|||||
Comprehensive income (loss) attributable to Vail Resorts, Inc.
|
|
$
|
97,438
|
|
|
$
|
101,603
|
|
|
$
|
(288
|
)
|
|
$
|
(101,315
|
)
|
|
$
|
97,438
|
|
|
|
Parent
Company
|
|
100% Owned
Guarantor
Subsidiaries
|
|
Other
Subsidiaries
|
|
Eliminating
Entries
|
|
Consolidated
|
||||||||||
Net income
|
|
$
|
79,569
|
|
|
$
|
83,678
|
|
|
$
|
156
|
|
|
$
|
(83,875
|
)
|
|
$
|
79,528
|
|
Foreign currency translation adjustments, net of tax
|
|
61
|
|
|
61
|
|
|
61
|
|
|
(122
|
)
|
|
61
|
|
|||||
Comprehensive income
|
|
79,630
|
|
|
83,739
|
|
|
217
|
|
|
(83,997
|
)
|
|
79,589
|
|
|||||
Comprehensive loss attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
41
|
|
|
—
|
|
|
41
|
|
|||||
Comprehensive income attributable to Vail Resorts, Inc.
|
|
$
|
79,630
|
|
|
$
|
83,739
|
|
|
$
|
258
|
|
|
$
|
(83,997
|
)
|
|
$
|
79,630
|
|
|
|
Parent
Company
|
|
100% Owned
Guarantor
Subsidiaries
|
|
Other
Subsidiaries
|
|
Eliminating
Entries
|
|
Consolidated
|
||||||||||
Net income (loss)
|
|
$
|
97,611
|
|
|
$
|
110,047
|
|
|
$
|
(2,112
|
)
|
|
$
|
(108,032
|
)
|
|
$
|
97,514
|
|
Foreign currency translation adjustments, net of tax
|
|
251
|
|
|
251
|
|
|
251
|
|
|
(502
|
)
|
|
251
|
|
|||||
Comprehensive income (loss)
|
|
97,862
|
|
|
110,298
|
|
|
(1,861
|
)
|
|
(108,534
|
)
|
|
97,765
|
|
|||||
Comprehensive loss attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
97
|
|
|
—
|
|
|
97
|
|
|||||
Comprehensive income (loss) attributable to Vail Resorts, Inc.
|
|
$
|
97,862
|
|
|
$
|
110,298
|
|
|
$
|
(1,764
|
)
|
|
$
|
(108,534
|
)
|
|
$
|
97,862
|
|
|
|
Parent
Company
|
|
100% Owned
Guarantor
Subsidiaries
|
|
Other
Subsidiaries
|
|
Eliminating
Entries
|
|
Consolidated
|
||||||||||
Net income (loss)
|
|
$
|
70,250
|
|
|
$
|
82,005
|
|
|
$
|
(1,162
|
)
|
|
$
|
(80,877
|
)
|
|
$
|
70,216
|
|
Foreign currency translation adjustments, net of tax
|
|
61
|
|
|
61
|
|
|
61
|
|
|
(122
|
)
|
|
61
|
|
|||||
Comprehensive income (loss)
|
|
70,311
|
|
|
82,066
|
|
|
(1,101
|
)
|
|
(80,999
|
)
|
|
70,277
|
|
|||||
Comprehensive loss attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
34
|
|
|||||
Comprehensive income (loss) attributable to Vail Resorts, Inc.
|
|
$
|
70,311
|
|
|
$
|
82,066
|
|
|
$
|
(1,067
|
)
|
|
$
|
(80,999
|
)
|
|
$
|
70,311
|
|
|
|
Parent
Company
|
|
100% Owned
Guarantor
Subsidiaries
|
|
Other
Subsidiaries
|
|
Consolidated
|
||||||||
Net cash provided by operating activities
|
|
$
|
46,034
|
|
|
$
|
244,970
|
|
|
$
|
341
|
|
|
$
|
291,345
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
|
—
|
|
|
(64,765
|
)
|
|
(696
|
)
|
|
(65,461
|
)
|
||||
Acquisition of businesses
|
|
—
|
|
|
(19,958
|
)
|
|
—
|
|
|
(19,958
|
)
|
||||
Other investing activities, net
|
|
—
|
|
|
943
|
|
|
(82
|
)
|
|
861
|
|
||||
Net cash used in investing activities
|
|
—
|
|
|
(83,780
|
)
|
|
(778
|
)
|
|
(84,558
|
)
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
||||||||
Proceeds from borrowings under other long-term debt
|
|
—
|
|
|
96,000
|
|
|
—
|
|
|
96,000
|
|
||||
Payments of other long-term debt
|
|
—
|
|
|
(96,781
|
)
|
|
(208
|
)
|
|
(96,989
|
)
|
||||
Dividends paid
|
|
(20,905
|
)
|
|
—
|
|
|
—
|
|
|
(20,905
|
)
|
||||
Other financing activities, net
|
|
3,986
|
|
|
2,608
|
|
|
184
|
|
|
6,778
|
|
||||
Advances
|
|
(29,115
|
)
|
|
29,065
|
|
|
50
|
|
|
—
|
|
||||
Net cash (used in) provided by financing activities
|
|
(46,034
|
)
|
|
30,892
|
|
|
26
|
|
|
(15,116
|
)
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
|
—
|
|
|
(33
|
)
|
|
44
|
|
|
11
|
|
||||
Net increase (decrease) in cash and cash equivalents
|
|
—
|
|
|
192,049
|
|
|
(367
|
)
|
|
191,682
|
|
||||
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Beginning of period
|
|
—
|
|
|
38,380
|
|
|
7,673
|
|
|
46,053
|
|
||||
End of period
|
|
$
|
—
|
|
|
$
|
230,429
|
|
|
$
|
7,306
|
|
|
$
|
237,735
|
|
|
|
Parent
Company
|
|
100% Owned
Guarantor
Subsidiaries
|
|
Other
Subsidiaries
|
|
Consolidated
|
||||||||
Net cash provided by operating activities
|
|
$
|
38,944
|
|
|
$
|
193,371
|
|
|
$
|
1,730
|
|
|
$
|
234,045
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
|
—
|
|
|
(107,779
|
)
|
|
(220
|
)
|
|
(107,999
|
)
|
||||
Acquisition of businesses
|
|
—
|
|
|
(24,311
|
)
|
|
832
|
|
|
(23,479
|
)
|
||||
Other investing activities, net
|
|
—
|
|
|
(944
|
)
|
|
—
|
|
|
(944
|
)
|
||||
Net cash (used in) provided by investing activities
|
|
—
|
|
|
(133,034
|
)
|
|
612
|
|
|
(132,422
|
)
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
||||||||
Proceeds from borrowings under other long-term debt
|
|
—
|
|
|
56,000
|
|
|
—
|
|
|
56,000
|
|
||||
Payments of long-term debt
|
|
—
|
|
|
(56,805
|
)
|
|
(197
|
)
|
|
(57,002
|
)
|
||||
Repurchase of common stock
|
|
(7,869
|
)
|
|
—
|
|
|
—
|
|
|
(7,869
|
)
|
||||
Dividends paid
|
|
(17,559
|
)
|
|
—
|
|
|
—
|
|
|
(17,559
|
)
|
||||
Other financing activities, net
|
|
1,502
|
|
|
86
|
|
|
190
|
|
|
1,778
|
|
||||
Advances
|
|
(15,018
|
)
|
|
15,018
|
|
|
—
|
|
|
—
|
|
||||
Net cash (used in) provided by financing activities
|
|
(38,944
|
)
|
|
14,299
|
|
|
(7
|
)
|
|
(24,652
|
)
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
||||
Net increase in cash and cash equivalents
|
|
—
|
|
|
74,636
|
|
|
2,331
|
|
|
76,967
|
|
||||
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Beginning of period
|
|
—
|
|
|
63,365
|
|
|
6,778
|
|
|
70,143
|
|
||||
End of period
|
|
$
|
—
|
|
|
$
|
138,001
|
|
|
$
|
9,109
|
|
|
$
|
147,110
|
|
•
|
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 partially mitigate the impact to our operating
|
•
|
Real Estate Reported EBITDA is highly dependent on, among other things, the timing of closings on condominium units available for sale, which determines when revenue and associated cost of sales is recognized. Changes to the anticipated timing or mix of closing on one or more real estate projects, or unit closings within a real estate project, could materially impact Real Estate Reported EBITDA for a particular quarter or fiscal year. For the nine months ended April 30, 2013 we have sold 20 units (with an additional one unit closing after April 30, 2013) at The Ritz-Carlton Residences, Vail and One Ski Hill Place in Breckenridge and we currently have 22 units and 30 units, respectively, remaining available for sale. We cannot predict the ultimate number of units that we will sell, the ultimate price we will receive, or when the units will sell, although we currently believe the selling process will take multiple years. Additionally, if a prolonged weakness in the real estate market or general economic conditions were to occur we may have to adjust our selling prices more than currently anticipated in an effort to sell and close on units available for sale. However, our risk associated with adjusting selling prices to levels that may not be acceptable to us is partially mitigated by the fact that we generate cash flow from placing unsold units into our rental program until such time selling prices are at acceptable levels to us. Furthermore, if weakness in the real estate market were to persist for multiple years, thus requiring us to sell remaining units below anticipated pricing levels (including any sales concessions and discounts) for the remaining inventory of units at The Ritz-Carlton Residences, Vail or One Ski Hill Place in Breckenridge, it may result in an impairment charge on one or both projects.
|
•
|
During the nine months ended April 30, 2013, we announced our calendar 2013 capital expenditure plan which is estimated between approximately $130 million and $140 million and includes the largest number of planned improvements in our history; we completed the acquisition of two ski areas, Afton Alps in Minnesota and Mount Brighton in Michigan, for net cash consideration of approximately $20.0 million; and on March 4, 2013, our Board of Directors increased our regular quarterly cash dividend on our common stock approximately 10% to $0.2075 per share (or approximately $29.8 million annually). As of April 30, 2013, we had $237.7 million in cash and cash equivalents, as well as $333.8 million available under the revolver component of our senior credit facility (“Credit Agreement”) (which represents the total commitment of $400.0 million less certain letters of credit outstanding of $66.2 million). Additionally, we believe that the terms of our 6.50% Senior Subordinated Notes due 2019 (“6.50% Notes”) and our Credit Agreement allow for sufficient flexibility in our ability to make future acquisitions, investments, distributions to stockholders and incur additional debt. This, combined with our completed real estate projects where the proceeds from future real estate closings on The Ritz-Carlton Residences, Vail, and One Ski Hill Place in Breckenridge are expected to significantly exceed future carrying costs, and the continued positive cash flow from operating activities (primarily occurring during our fiscal second and third quarters) less capital expenditures has and is anticipated to continue to provide us with significant liquidity which we believe will allow us to consider strategic investments and other forms of providing return to our stockholders including the continued payment of a quarterly cash dividend. We cannot predict that any strategic initiatives undertaken will achieve the anticipated results.
|
•
|
On May 29, 2013, we entered into a lease with Talisker pursuant to which we assumed resort operations of Canyons Resort which includes the ski area and related amenities. In addition to the lease, we entered into ancillary transaction documents setting forth our rights among others, to ongoing litigation between the current operator and Talisker related to the validity of a lease of the Talisker owned land under the ski terrain of Park City Mountain Resort. If the outcome of the litigation is favorable to Talisker, the land under the ski terrain of Park City Mountain Resort will become subject to our lease with Talisker, which we expect would be beneficial to us. If the outcome of the litigation is unfavorable, we will be entitled to receive from Talisker the rent payments that Talisker receives from the current resort operator until such time as the current resort operator's lease has ended and the ski terrain under Park City Mountain Resort is then included in the lease. The lease between us and Talisker for Canyons Resort has an initial term of 50 years with six 50-year renewal options. The lease provides for $25 million in annual fixed payments, which increase each year by an inflation linked index of CPI less 1%, with a floor of 2% per annum. In addition, the lease includes participating contingent payments to Talisker of 42% of the amount by which EBITDA for the resort operations, as calculated under the lease, exceeds approximately $35 million, with such threshold amount increased by an inflation linked index and a 10% adjustment for any capital improvements or investments made under the lease by
|
•
|
Under GAAP we test goodwill and indefinite-lived intangible assets for impairment annually, as well as on an interim basis to the extent factors or indicators become apparent that could reduce the fair value of our goodwill or indefinite-lived intangible assets below book value and we evaluate long-lived assets for potential impairment whenever events or change in circumstances indicate that the carrying amount of an asset may not be recoverable. We evaluate the recoverability of our goodwill by estimating the future discounted cash flows of our reporting units and terminal values of the businesses using projected future levels of income as well as business trends, prospects and market and economic conditions. We evaluate the recoverability of indefinite-lived intangible assets using the income approach based upon estimated future revenue streams, and we evaluate long-lived assets based upon estimated undiscounted future cash flows. Our fiscal 2012 annual impairment test did not result in a goodwill or indefinite-lived intangible asset impairment. However, if lower than projected levels of cash flows were to occur due to prolonged abnormal weather conditions or a prolonged weakness in general economic conditions, among other risks, it could cause less than expected growth and/or a reduction in terminal values and cash flows and could result in an impairment charge attributable to certain goodwill, indefinite-lived intangible assets and/or long-lived assets (particularly related to our Lodging operations), negatively impacting our results of operations and stockholders’ equity.
|
|
|
Three Months Ended
April 30,
|
|
Nine Months Ended
April 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Mountain Reported EBITDA
|
|
$
|
194,330
|
|
|
$
|
170,711
|
|
|
$
|
279,971
|
|
|
$
|
242,882
|
|
Lodging Reported EBITDA
|
|
8,388
|
|
|
6,869
|
|
|
10,830
|
|
|
6,375
|
|
||||
Resort Reported EBITDA
|
|
202,718
|
|
|
177,580
|
|
|
290,801
|
|
|
249,257
|
|
||||
Real Estate Reported EBITDA
|
|
(3,156
|
)
|
|
(3,482
|
)
|
|
(9,412
|
)
|
|
(11,695
|
)
|
||||
Income before provision for income taxes
|
|
157,402
|
|
|
132,281
|
|
|
156,843
|
|
|
116,324
|
|
||||
Net income attributable to Vail Resorts, Inc.
|
|
$
|
97,640
|
|
|
$
|
79,569
|
|
|
$
|
97,611
|
|
|
$
|
70,250
|
|
|
|
Three Months Ended
April 30,
|
|
Percentage
Increase
(Decrease)
|
|||||||
|
|
2013
|
|
2012
|
|
||||||
Net Mountain revenue:
|
|
|
|
|
|
|
|||||
Lift tickets
|
|
$
|
215,163
|
|
|
$
|
188,712
|
|
|
14.0
|
%
|
Ski school
|
|
53,531
|
|
|
47,040
|
|
|
13.8
|
%
|
||
Dining
|
|
37,876
|
|
|
31,388
|
|
|
20.7
|
%
|
||
Retail/rental
|
|
66,329
|
|
|
60,144
|
|
|
10.3
|
%
|
||
Other
|
|
29,118
|
|
|
27,302
|
|
|
6.7
|
%
|
||
Total Mountain net revenue
|
|
$
|
402,017
|
|
|
$
|
354,586
|
|
|
13.4
|
%
|
Mountain operating expense:
|
|
|
|
|
|
|
|||||
Labor and labor-related benefits
|
|
$
|
83,372
|
|
|
$
|
73,946
|
|
|
12.7
|
%
|
Retail cost of sales
|
|
23,795
|
|
|
22,633
|
|
|
5.1
|
%
|
||
Resort related fees
|
|
22,445
|
|
|
20,827
|
|
|
7.8
|
%
|
||
General and administrative
|
|
31,581
|
|
|
27,992
|
|
|
12.8
|
%
|
||
Other
|
|
46,760
|
|
|
38,813
|
|
|
20.5
|
%
|
||
Total Mountain operating expense
|
|
$
|
207,953
|
|
|
$
|
184,211
|
|
|
12.9
|
%
|
Mountain equity investment income, net
|
|
266
|
|
|
336
|
|
|
(20.8
|
)%
|
||
Mountain Reported EBITDA
|
|
$
|
194,330
|
|
|
$
|
170,711
|
|
|
13.8
|
%
|
|
|
|
|
|
|
|
|||||
Total skier visits
|
|
3,756
|
|
|
3,244
|
|
|
15.8
|
%
|
||
ETP
|
|
$
|
57.29
|
|
|
$
|
58.17
|
|
|
(1.5
|
)%
|
|
|
Nine Months Ended
April 30,
|
|
Percentage
Increase
(Decrease)
|
|||||||
|
|
2013
|
|
2012
|
|
||||||
Net Mountain revenue:
|
|
|
|
|
|
|
|||||
Lift tickets
|
|
$
|
390,820
|
|
|
$
|
342,411
|
|
|
14.1
|
%
|
Ski school
|
|
95,254
|
|
|
84,292
|
|
|
13.0
|
%
|
||
Dining
|
|
74,075
|
|
|
61,757
|
|
|
19.9
|
%
|
||
Retail/rental
|
|
176,802
|
|
|
160,958
|
|
|
9.8
|
%
|
||
Other
|
|
78,719
|
|
|
70,776
|
|
|
11.2
|
%
|
||
Total Mountain net revenue
|
|
$
|
815,670
|
|
|
$
|
720,194
|
|
|
13.3
|
%
|
Mountain operating expense:
|
|
|
|
|
|
|
|||||
Labor and labor-related benefits
|
|
$
|
201,350
|
|
|
$
|
176,775
|
|
|
13.9
|
%
|
Retail cost of sales
|
|
75,230
|
|
|
67,590
|
|
|
11.3
|
%
|
||
Resort related fees
|
|
40,830
|
|
|
38,648
|
|
|
5.6
|
%
|
||
General and administrative
|
|
93,698
|
|
|
85,397
|
|
|
9.7
|
%
|
||
Other
|
|
125,390
|
|
|
109,846
|
|
|
14.2
|
%
|
||
Total Mountain operating expense
|
|
$
|
536,498
|
|
|
$
|
478,256
|
|
|
12.2
|
%
|
Mountain equity investment income, net
|
|
799
|
|
|
944
|
|
|
(15.4
|
)%
|
||
Mountain Reported EBITDA
|
|
$
|
279,971
|
|
|
$
|
242,882
|
|
|
15.3
|
%
|
|
|
|
|
|
|
|
|||||
Total skier visits
|
|
6,977
|
|
|
6,142
|
|
|
13.6
|
%
|
||
ETP
|
|
$
|
56.02
|
|
|
$
|
55.75
|
|
|
0.5
|
%
|
|
|
Three Months Ended
April 30,
|
|
Percentage
Increase
(Decrease)
|
|||||||
|
|
2013
|
|
2012
|
|
||||||
Lodging net revenue:
|
|
|
|
|
|
|
|||||
Owned hotel rooms
|
|
$
|
10,966
|
|
|
$
|
10,169
|
|
|
7.8
|
%
|
Managed condominium rooms
|
|
16,110
|
|
|
14,921
|
|
|
8.0
|
%
|
||
Dining
|
|
6,044
|
|
|
5,704
|
|
|
6.0
|
%
|
||
Transportation
|
|
8,756
|
|
|
8,097
|
|
|
8.1
|
%
|
||
Other
|
|
9,180
|
|
|
9,439
|
|
|
(2.7
|
)%
|
||
|
|
51,056
|
|
|
48,330
|
|
|
5.6
|
%
|
||
Payroll cost reimbursements
|
|
2,778
|
|
|
5,642
|
|
|
(50.8
|
)%
|
||
Total Lodging net revenue
|
|
$
|
53,834
|
|
|
$
|
53,972
|
|
|
(0.3
|
)%
|
Lodging operating expense:
|
|
|
|
|
|
|
|||||
Labor and labor-related benefits
|
|
$
|
21,384
|
|
|
$
|
21,059
|
|
|
1.5
|
%
|
General and administrative
|
|
7,553
|
|
|
7,457
|
|
|
1.3
|
%
|
||
Other
|
|
13,731
|
|
|
12,945
|
|
|
6.1
|
%
|
||
|
|
42,668
|
|
|
41,461
|
|
|
2.9
|
%
|
||
Reimbursed payroll costs
|
|
2,778
|
|
|
5,642
|
|
|
(50.8
|
)%
|
||
Total Lodging operating expense
|
|
$
|
45,446
|
|
|
$
|
47,103
|
|
|
(3.5
|
)%
|
Lodging Reported EBITDA
|
|
$
|
8,388
|
|
|
$
|
6,869
|
|
|
22.1
|
%
|
|
|
|
|
|
|
|
|||||
Owned hotel statistics:
|
|
|
|
|
|
|
|||||
ADR
|
|
$
|
244.97
|
|
|
$
|
232.10
|
|
|
5.5
|
%
|
RevPar
|
|
$
|
157.73
|
|
|
$
|
140.14
|
|
|
12.6
|
%
|
Managed condominium statistics:
|
|
|
|
|
|
|
|||||
ADR
|
|
$
|
382.80
|
|
|
$
|
376.71
|
|
|
1.6
|
%
|
RevPar
|
|
$
|
145.48
|
|
|
$
|
136.41
|
|
|
6.6
|
%
|
Owned hotel and managed condominium statistics (combined):
|
|
|
|
|
|
|
|||||
ADR
|
|
$
|
330.70
|
|
|
$
|
321.48
|
|
|
2.9
|
%
|
RevPar
|
|
$
|
148.71
|
|
|
$
|
137.42
|
|
|
8.2
|
%
|
|
|
Nine Months Ended
April 30,
|
|
Percentage
Increase
(Decrease)
|
|||||||
|
|
2013
|
|
2012
|
|
||||||
Lodging net revenue:
|
|
|
|
|
|
|
|||||
Owned hotel rooms
|
|
$
|
33,566
|
|
|
$
|
30,892
|
|
|
8.7
|
%
|
Managed condominium rooms
|
|
36,529
|
|
|
34,061
|
|
|
7.2
|
%
|
||
Dining
|
|
22,146
|
|
|
20,356
|
|
|
8.8
|
%
|
||
Transportation
|
|
17,570
|
|
|
16,888
|
|
|
4.0
|
%
|
||
Golf
|
|
7,711
|
|
|
7,636
|
|
|
1.0
|
%
|
||
Other
|
|
26,868
|
|
|
27,149
|
|
|
(1.0
|
)%
|
||
|
|
144,390
|
|
|
136,982
|
|
|
5.4
|
%
|
||
Payroll cost reimbursements
|
|
8,495
|
|
|
18,890
|
|
|
(55.0
|
)%
|
||
Total Lodging net revenue
|
|
$
|
152,885
|
|
|
$
|
155,872
|
|
|
(1.9
|
)%
|
Lodging operating expense:
|
|
|
|
|
|
|
|||||
Labor and labor-related benefits
|
|
$
|
66,306
|
|
|
$
|
64,467
|
|
|
2.9
|
%
|
General and administrative
|
|
21,814
|
|
|
22,615
|
|
|
(3.5
|
)%
|
||
Other
|
|
45,440
|
|
|
43,525
|
|
|
4.4
|
%
|
||
|
|
133,560
|
|
|
130,607
|
|
|
2.3
|
%
|
||
Reimbursed payroll costs
|
|
8,495
|
|
|
18,890
|
|
|
(55.0
|
)%
|
||
Total Lodging operating expense
|
|
$
|
142,055
|
|
|
$
|
149,497
|
|
|
(5.0
|
)%
|
Lodging Reported EBITDA
|
|
$
|
10,830
|
|
|
$
|
6,375
|
|
|
69.9
|
%
|
|
|
|
|
|
|
|
|||||
Owned hotel statistics:
|
|
|
|
|
|
|
|||||
ADR
|
|
$
|
212.16
|
|
|
$
|
211.46
|
|
|
0.3
|
%
|
RevPar
|
|
$
|
128.40
|
|
|
$
|
118.01
|
|
|
8.8
|
%
|
Managed condominium statistics:
|
|
|
|
|
|
|
|||||
ADR
|
|
$
|
358.09
|
|
|
$
|
346.77
|
|
|
3.3
|
%
|
RevPar
|
|
$
|
98.92
|
|
|
$
|
95.77
|
|
|
3.3
|
%
|
Owned hotel and managed condominium statistics (combined):
|
|
|
|
|
|
|
|||||
ADR
|
|
$
|
287.46
|
|
|
$
|
282.71
|
|
|
1.7
|
%
|
RevPar
|
|
$
|
107.75
|
|
|
$
|
102.62
|
|
|
5.0
|
%
|
|
|
Three Months Ended
April 30,
|
|
Percentage
Increase
(Decrease)
|
|||||||
|
|
2013
|
|
2012
|
|
||||||
Total Real Estate net revenue
|
|
$
|
13,840
|
|
|
$
|
12,587
|
|
|
10.0
|
%
|
Real Estate operating expense:
|
|
|
|
|
|
|
|||||
Cost of sales (including sales commission)
|
|
11,350
|
|
|
10,055
|
|
|
12.9
|
%
|
||
Other
|
|
5,646
|
|
|
6,014
|
|
|
(6.1
|
)%
|
||
Total Real Estate operating expense
|
|
16,996
|
|
|
16,069
|
|
|
5.8
|
%
|
||
Real Estate Reported EBITDA
|
|
$
|
(3,156
|
)
|
|
$
|
(3,482
|
)
|
|
9.4
|
%
|
|
|
Nine Months Ended
April 30,
|
|
Percentage
Increase
(Decrease)
|
|||||||
|
|
2013
|
|
2012
|
|
||||||
Total Real Estate net revenue
|
|
$
|
39,937
|
|
|
$
|
34,784
|
|
|
14.8
|
%
|
Real Estate operating expense:
|
|
|
|
|
|
|
|||||
Cost of sales (including sales commission)
|
|
33,585
|
|
|
28,417
|
|
|
18.2
|
%
|
||
Other
|
|
15,764
|
|
|
18,062
|
|
|
(12.7
|
)%
|
||
Total Real Estate operating expense
|
|
49,349
|
|
|
46,479
|
|
|
6.2
|
%
|
||
Real Estate Reported EBITDA
|
|
$
|
(9,412
|
)
|
|
$
|
(11,695
|
)
|
|
19.5
|
%
|
|
|
Three Months Ended
April 30,
|
|
Nine Months Ended
April 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Mountain Reported EBITDA
|
|
$
|
194,330
|
|
|
$
|
170,711
|
|
|
$
|
279,971
|
|
|
$
|
242,882
|
|
Lodging Reported EBITDA
|
|
8,388
|
|
|
6,869
|
|
|
10,830
|
|
|
6,375
|
|
||||
Resort Reported EBITDA
|
|
202,718
|
|
|
177,580
|
|
|
290,801
|
|
|
249,257
|
|
||||
Real Estate Reported EBITDA
|
|
(3,156
|
)
|
|
(3,482
|
)
|
|
(9,412
|
)
|
|
(11,695
|
)
|
||||
Total Reported EBITDA
|
|
199,562
|
|
|
174,098
|
|
|
281,389
|
|
|
237,562
|
|
||||
Depreciation and amortization
|
|
(33,730
|
)
|
|
(33,266
|
)
|
|
(98,827
|
)
|
|
(95,245
|
)
|
||||
Loss on disposal of fixed assets, net
|
|
(224
|
)
|
|
(90
|
)
|
|
(757
|
)
|
|
(1,123
|
)
|
||||
Investment income (loss), net
|
|
153
|
|
|
(18
|
)
|
|
306
|
|
|
356
|
|
||||
Interest expense, net
|
|
(8,359
|
)
|
|
(8,443
|
)
|
|
(25,268
|
)
|
|
(25,226
|
)
|
||||
Income before provision for income taxes
|
|
157,402
|
|
|
132,281
|
|
|
156,843
|
|
|
116,324
|
|
||||
Provision for income taxes
|
|
(59,814
|
)
|
|
(52,753
|
)
|
|
(59,329
|
)
|
|
(46,108
|
)
|
||||
Net income
|
|
97,588
|
|
|
79,528
|
|
|
97,514
|
|
|
70,216
|
|
||||
Net loss attributable to noncontrolling interests
|
|
52
|
|
|
41
|
|
|
97
|
|
|
34
|
|
||||
Net income attributable to Vail Resorts, Inc.
|
|
$
|
97,640
|
|
|
$
|
79,569
|
|
|
$
|
97,611
|
|
|
$
|
70,250
|
|
|
|
April 30,
|
||||||
|
|
2013
|
|
2012
|
||||
Long-term debt
|
|
$
|
489,240
|
|
|
$
|
489,757
|
|
Long-term debt due within one year
|
|
518
|
|
|
1,119
|
|
||
Total debt
|
|
489,758
|
|
|
490,876
|
|
||
Less: cash and cash equivalents
|
|
237,735
|
|
|
147,110
|
|
||
Net Debt
|
|
$
|
252,023
|
|
|
$
|
343,766
|
|
•
|
prolonged weakness in general economic conditions, including adverse effects on the overall travel and leisure related industries;
|
•
|
unfavorable weather conditions or natural disasters;
|
•
|
adverse events that occur during our peak operating periods combined with the seasonality of our business;
|
•
|
competition in our mountain and lodging businesses;
|
•
|
our ability to grow our resort and real estate operations;
|
•
|
our ability to successfully initiate, complete and sell our real estate development projects and achieve the anticipated financial benefits from such projects;
|
•
|
further adverse changes in real estate markets;
|
•
|
continued volatility in credit markets;
|
•
|
our ability to obtain financing on terms acceptable to us to finance our future real estate development, capital expenditures and growth strategy;
|
•
|
our reliance on government permits or approvals for our use of Federal land or to make operational and capital improvements;
|
•
|
demand for planned summer activities and our ability to successfully obtain necessary approvals and construct the planned improvements;
|
•
|
adverse consequences of current or future legal claims;
|
•
|
our ability to hire and retain a sufficient seasonal workforce;
|
•
|
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;
|
•
|
negative publicity which diminishes the value of our brands;
|
•
|
our ability to integrate and successfully realize anticipated benefits from the lease of Canyons Resort operations or future acquisitions;
|
•
|
the outcome of pending litigation regarding the ski terrain of Park City Mountain Resort;
|
•
|
adverse consequences on lease payment obligations for Canyons Resort due to increases in CPI; and
|
•
|
implications arising from new Financial Accounting Standards Board (“FASB”)/governmental legislation, rulings or interpretations.
|
|
|
Vail Resorts, Inc.
|
|
|
|
Date: June 6, 2013
|
By:
|
/s/ Michael Z. Barkin
|
|
|
Michael Z. Barkin
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer and Duly Authorized Officer)
|
|
|
|
Date: June 6, 2013
|
By:
|
/s/ Mark L. Schoppet
|
|
|
Mark L. Schoppet
|
|
|
Senior Vice President, Controller and Chief Accounting Officer
|
|
|
(Principal Accounting Officer)
|
ALL MEDIA ASSOCIATES, INC.
ALL MEDIA HOLDINGS, INC.
ARRABELLE AT VAIL SQUARE, LLC
BOOTH CREEK SKI HOLDINGS, INC.
BEAVER CREEK ASSOCIATES, INC.
BEAVER CREEK CONSULTANTS, INC.
BEAVER CREEK FOOD SERVICES, INC.
BRYCE CANYON LODGE COMPANY
BCRP INC.
BRECKENRIDGE RESORT PROPERTIES, INC.
THE CHALETS AT THE LODGE AT VAIL, LLC
COLORADO MOUNTAIN EXPRESS, INC.
COLTER BAY CAFÉ COURT, LLC
COLTER BAY CONVENIENCE STORE, LLC
COLTER BAY CORPORATION
COLTER BAY GENERAL STORE, LLC
COLTER BAY MARINA, LLC
CRYSTAL PEAK LODGE OF BRECKENRIDGE, INC.
EPICSKI, INC.
FLAGG RANCH COMPANY
GILLETT BROADCASTING, INC.
GRAND TETON LODGE COMPANY
HEAVENLY VALLEY, LIMITED PARTNERSHIP
HVLP KIRKWOOD SERVICES, LLC
JACKSON HOLE GOLF & TENNIS CLUB SNACK SHACK, LLC
JACKSON LAKE LODGE CORPORATION
JENNY LAKE LODGE, INC.
JENNY LAKE STORE, LLC
JACKSON HOLE GOLF AND TENNIS CLUB, INC.
JHL&S LLC
KEYSTONE CONFERENCE SERVICES, INC.
KEYSTONE DEVELOPMENT SALES, INC.
KEYSTONE FOOD & BEVERAGE COMPANY
KEYSTONE RESORT PROPERTY MANAGEMENT COMPANY
LA POSADA BEVERAGE SERVICE, LLC
LODGE PROPERTIES INC.
LODGE REALTY, INC.
LAKE TAHOE LODGING COMPANY
MESA VERDE LODGE COMPANY
NORTHSTAR GROUP COMMERCIAL PROPERTIES LLC
NORTHSTAR GROUP RESTAURANT PROPERTIES, LLC
NATIONAL PARK HOSPITALITY COMPANY
ONE SKI HILL PLACE, LLC
PROPERTY MANAGEMENT ACQUISITION CORP., INC.
RCR VAIL, LLC
ROCKRESORTS ARRABELLE, LLC
ROCKRESORTS CHEECA, LLC
|
ROCKRESORTS DR, LLC
ROCKRESORTS EQUINOX, INC.
ROCKRESORTS HOTEL JEROME, LLC
ROCKRESORTS INTERNATIONAL MANAGEMENT COMPANY
ROCKRESORTS LAPOSADA, LLC
ROCKRESORTS, LLC
ROCKRESORTS ROSARIO, LLC
ROCKRESORTS SKI TIP, LLC
ROCKRESORTS TEMPO, LLC
ROCKRESORTS WYOMING, LLC
ROCKRESORTS INTERNATIONAL, LLC
SOHO DEVELOPMENT, LLC
SSI VENTURE LLC
SSV HOLDINGS, INC.
SSV ONLINE HOLDINGS, INC.
SSV ONLINE LLC
STAMPEDE CANTEEN, LLC
TETON HOSPITALITY SERVICES, INC.
TRIMONT LAND COMPANY
THE VAIL CORPORATION
VAIL ASSOCIATES HOLDINGS, LTD.
VAIL ASSOCIATES INVESTMENTS, INC.
VAIL/ARROWHEAD, INC.
VAIL/BEAVER CREEK RESORT PROPERTIES, INC.
VAMHC, INC.
VAIL ASSOCIATES REAL ESTATE, INC.
VA RANCHO MIRAGE I, INC.
VA RANCHO MIRAGE II, INC.
VA RANCHO MIRAGE RESORT, L.P.
VAIL FOOD SERVICES, INC.
VAIL HOLDINGS, INC.
VAIL HOTEL MANAGEMENT COMPANY, LLC
VAIL RESORTS DEVELOPMENT COMPANY
VAIL RESORTS LODGING COMPANY
VAIL RR, INC.
VAIL SUMMIT RESORTS, INC.
VAIL TRADEMARKS, INC.
THE VILLAGE AT BRECKENRIDGE ACQUISITION CORP., INC.
VR ACQUISITION, INC.
VR HEAVENLY CONCESSIONS, INC.
VR HEAVENLY I, INC.
VR HEAVENLY II, INC.
VR HOLDINGS, INC.
VR US HOLDINGS, INC.
ZION LODGE COMPANY
|
A.
|
The Company and Executive entered into that certain Employment Agreement, dated October 15, 2008, which was first amended on September 30, 2011 (the “Agreement”); and
|
1.
|
Section 2(c) is hereby deleted and replaced as follows:
|
2.
|
Except as modified by this Second Amendment, the Agreement shall remain in full force and effect.
|
A.
|
The Company and Executive entered into that certain Employment Agreement, dated October 15, 2008 (the “Agreement”); and
|
1.
|
Section 1(a) is hereby amended to reflect Executive's position of President - Mountain Division.
|
3.
|
Except as modified by this Amendment, the Agreement shall remain in full force and effect.
|
A.
|
The Company and Executive entered into that certain Employment Agreement, dated October 15, 2008 (the “Agreement”);
|
1.
|
Section 1(a) is hereby amended to reflect Executive's position of President - Global Mountain Development.
|
3.
|
Except as modified by this Amendment, the Agreement shall remain in full force and effect.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Vail Resorts, Inc.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: June 6, 2013
|
|
|
/s/ ROBERT A. KATZ
|
|
Robert A. Katz
|
|
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Vail Resorts, Inc.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: June 6, 2013
|
|
|
/s/ MICHAEL Z. BARKIN
|
|
Michael Z. Barkin
|
|
Executive Vice President and Chief Financial Officer
|
Date: June 6, 2013
|
|
|
/s/ ROBERT A. KATZ
|
|
Robert A. Katz
|
|
Chief Executive Officer
|
Date: June 6, 2013
|
|
|
/s/ MICHAEL Z. BARKIN
|
|
Michael Z. Barkin
|
|
Executive Vice President and Chief Financial Officer
|