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
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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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|
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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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PART I
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FINANCIAL INFORMATION
|
|
|
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Item 1.
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Financial Statements (unaudited).
|
|
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||
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Item 2.
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Item 3.
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Item 4.
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||
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PART II
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OTHER INFORMATION
|
|
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Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
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||
Item 4.
|
||
Item 5.
|
||
Item 6.
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October 31, 2015
|
|
July 31, 2015
|
|
October 31, 2014
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||||||
Assets
|
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
39,606
|
|
|
$
|
35,459
|
|
|
$
|
29,840
|
|
Restricted cash
|
|
5,562
|
|
|
13,012
|
|
|
13,282
|
|
|||
Trade receivables, net
|
|
52,389
|
|
|
113,990
|
|
|
36,137
|
|
|||
Inventories, net
|
|
95,001
|
|
|
73,485
|
|
|
88,279
|
|
|||
Other current assets
|
|
61,762
|
|
|
52,197
|
|
|
64,452
|
|
|||
Total current assets
|
|
254,320
|
|
|
288,143
|
|
|
231,990
|
|
|||
Property, plant and equipment, net (Note 6)
|
|
1,388,565
|
|
|
1,386,275
|
|
|
1,295,530
|
|
|||
Real estate held for sale and investment
|
|
120,769
|
|
|
129,825
|
|
|
157,182
|
|
|||
Goodwill, net
|
|
499,607
|
|
|
500,433
|
|
|
469,892
|
|
|||
Intangible assets, net
|
|
142,687
|
|
|
144,149
|
|
|
144,098
|
|
|||
Other assets
|
|
39,390
|
|
|
40,796
|
|
|
42,176
|
|
|||
Total assets
|
|
$
|
2,445,338
|
|
|
$
|
2,489,621
|
|
|
$
|
2,340,868
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
|
||||||
Accounts payable and accrued liabilities (Note 6)
|
|
$
|
438,837
|
|
|
$
|
331,299
|
|
|
$
|
390,270
|
|
Income taxes payable
|
|
54,312
|
|
|
57,194
|
|
|
31,604
|
|
|||
Long-term debt due within one year (Note 4)
|
|
13,319
|
|
|
10,154
|
|
|
1,022
|
|
|||
Total current liabilities
|
|
506,468
|
|
|
398,647
|
|
|
422,896
|
|
|||
Long-term debt (Note 4)
|
|
817,058
|
|
|
806,676
|
|
|
819,238
|
|
|||
Other long-term liabilities (Note 6)
|
|
254,251
|
|
|
255,916
|
|
|
255,186
|
|
|||
Deferred income taxes
|
|
110,912
|
|
|
147,796
|
|
|
84,862
|
|
|||
Total liabilities
|
|
1,688,689
|
|
|
1,609,035
|
|
|
1,582,182
|
|
|||
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, 41,566,094, 41,462,941 and 41,264,761 shares issued, respectively
|
|
416
|
|
|
415
|
|
|
413
|
|
|||
Additional paid-in capital
|
|
624,274
|
|
|
623,510
|
|
|
615,680
|
|
|||
Accumulated other comprehensive loss
|
|
(7,321
|
)
|
|
(4,913
|
)
|
|
(339
|
)
|
|||
Retained earnings
|
|
358,507
|
|
|
440,748
|
|
|
322,163
|
|
|||
Treasury stock, at cost, 5,326,941, 4,949,111, and 4,949,111 shares, respectively (Note 11)
|
|
(233,192
|
)
|
|
(193,192
|
)
|
|
(193,192
|
)
|
|||
Total Vail Resorts, Inc. stockholders’ equity
|
|
742,684
|
|
|
866,568
|
|
|
744,725
|
|
|||
Noncontrolling interests
|
|
13,965
|
|
|
14,018
|
|
|
13,961
|
|
|||
Total stockholders’ equity
|
|
756,649
|
|
|
880,586
|
|
|
758,686
|
|
|||
Total liabilities and stockholders’ equity
|
|
$
|
2,445,338
|
|
|
$
|
2,489,621
|
|
|
$
|
2,340,868
|
|
|
Three Months Ended October 31,
|
||||||
|
2015
|
|
2014
|
||||
Net revenue:
|
|
|
|
||||
Mountain
|
$
|
100,933
|
|
|
$
|
60,386
|
|
Lodging
|
64,286
|
|
|
58,493
|
|
||
Real estate
|
9,348
|
|
|
9,383
|
|
||
Total net revenue
|
174,567
|
|
|
128,262
|
|
||
Segment operating expense (exclusive of depreciation and amortization shown separately below):
|
|
|
|
||||
Mountain
|
151,158
|
|
|
131,952
|
|
||
Lodging
|
61,437
|
|
|
57,754
|
|
||
Real estate
|
9,341
|
|
|
11,614
|
|
||
Total segment operating expense
|
221,936
|
|
|
201,320
|
|
||
Other operating (expense) income:
|
|
|
|
||||
Depreciation and amortization
|
(38,700
|
)
|
|
(35,969
|
)
|
||
Gain on sale of real property
|
1,159
|
|
|
—
|
|
||
Gain on litigation settlement (Note 5)
|
—
|
|
|
16,400
|
|
||
Change in fair value of Contingent Consideration (Note 8)
|
—
|
|
|
4,550
|
|
||
Loss on disposal of fixed assets and other, net
|
(1,779
|
)
|
|
(755
|
)
|
||
Loss from operations
|
(86,689
|
)
|
|
(88,832
|
)
|
||
Mountain equity investment income, net
|
842
|
|
|
325
|
|
||
Investment income (loss), net
|
198
|
|
|
(26
|
)
|
||
Interest expense
|
(10,595
|
)
|
|
(13,568
|
)
|
||
Loss before benefit from income taxes
|
(96,244
|
)
|
|
(102,101
|
)
|
||
Benefit from income taxes
|
36,574
|
|
|
37,777
|
|
||
Net loss
|
(59,670
|
)
|
|
(64,324
|
)
|
||
Net loss attributable to noncontrolling interests
|
83
|
|
|
48
|
|
||
Net loss attributable to Vail Resorts, Inc.
|
$
|
(59,587
|
)
|
|
$
|
(64,276
|
)
|
Per share amounts (Note 3):
|
|
|
|
||||
Basic net loss per share attributable to Vail Resorts, Inc.
|
$
|
(1.63
|
)
|
|
$
|
(1.77
|
)
|
Diluted net loss per share attributable to Vail Resorts, Inc.
|
$
|
(1.63
|
)
|
|
$
|
(1.77
|
)
|
Cash dividends declared per share
|
$
|
0.6225
|
|
|
$
|
0.4150
|
|
|
|
Three Months Ended October 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Net loss
|
|
$
|
(59,670
|
)
|
|
$
|
(64,324
|
)
|
Foreign currency translation adjustments, net of tax
|
|
(2,408
|
)
|
|
(140
|
)
|
||
Comprehensive loss
|
|
(62,078
|
)
|
|
(64,464
|
)
|
||
Comprehensive loss attributable to noncontrolling interests
|
|
83
|
|
|
48
|
|
||
Comprehensive loss attributable to Vail Resorts, Inc.
|
|
$
|
(61,995
|
)
|
|
$
|
(64,416
|
)
|
|
Common Stock
|
Additional Paid in Capital
|
Retained Earnings
|
Treasury Stock
|
Accumulated Other Comprehensive Loss
|
Total Vail Resorts, Inc. Stockholders' Equity
|
Noncontrolling Interests
|
Total Stockholders' Equity
|
||||||||||||||||||
|
Shares
|
Amount
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance, July 31, 2014
|
41,152,800
|
|
$
|
412
|
|
$
|
612,322
|
|
$
|
401,500
|
|
$
|
(193,192
|
)
|
$
|
(199
|
)
|
$
|
820,843
|
|
$
|
13,957
|
|
$
|
834,800
|
|
Comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net loss
|
—
|
|
—
|
|
—
|
|
(64,276
|
)
|
—
|
|
—
|
|
(64,276
|
)
|
(48
|
)
|
(64,324
|
)
|
||||||||
Foreign currency translation adjustments, net of tax
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(140
|
)
|
(140
|
)
|
—
|
|
(140
|
)
|
||||||||
Total comprehensive loss
|
|
|
|
|
|
|
(64,416
|
)
|
(48
|
)
|
(64,464
|
)
|
||||||||||||||
Stock-based compensation expense
|
—
|
|
—
|
|
4,201
|
|
—
|
|
—
|
|
—
|
|
4,201
|
|
—
|
|
4,201
|
|
||||||||
Issuance of shares under share award plans, net of shares withheld for taxes
|
111,961
|
|
1
|
|
(3,187
|
)
|
—
|
|
—
|
|
—
|
|
(3,186
|
)
|
—
|
|
(3,186
|
)
|
||||||||
Tax benefit from share award plans
|
—
|
|
—
|
|
2,344
|
|
—
|
|
—
|
|
—
|
|
2,344
|
|
—
|
|
2,344
|
|
||||||||
Dividends
|
—
|
|
—
|
|
—
|
|
(15,061
|
)
|
—
|
|
—
|
|
(15,061
|
)
|
—
|
|
(15,061
|
)
|
||||||||
Contributions from noncontrolling interests, net
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
52
|
|
52
|
|
||||||||
Balance, October 31, 2014
|
41,264,761
|
|
$
|
413
|
|
$
|
615,680
|
|
$
|
322,163
|
|
$
|
(193,192
|
)
|
$
|
(339
|
)
|
$
|
744,725
|
|
$
|
13,961
|
|
$
|
758,686
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Balance, July 31, 2015
|
41,462,941
|
|
$
|
415
|
|
$
|
623,510
|
|
$
|
440,748
|
|
$
|
(193,192
|
)
|
$
|
(4,913
|
)
|
$
|
866,568
|
|
$
|
14,018
|
|
$
|
880,586
|
|
Comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net loss
|
—
|
|
—
|
|
—
|
|
(59,587
|
)
|
—
|
|
—
|
|
(59,587
|
)
|
(83
|
)
|
(59,670
|
)
|
||||||||
Foreign currency translation adjustments, net of tax
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2,408
|
)
|
(2,408
|
)
|
—
|
|
(2,408
|
)
|
||||||||
Total comprehensive loss
|
|
|
|
|
|
|
(61,995
|
)
|
(83
|
)
|
(62,078
|
)
|
||||||||||||||
Stock-based compensation expense
|
—
|
|
—
|
|
4,090
|
|
—
|
|
—
|
|
—
|
|
4,090
|
|
—
|
|
4,090
|
|
||||||||
Issuance of shares under share award plans, net of shares withheld for taxes
|
103,153
|
|
1
|
|
(6,001
|
)
|
—
|
|
—
|
|
—
|
|
(6,000
|
)
|
—
|
|
(6,000
|
)
|
||||||||
Tax benefit from share award plans
|
—
|
|
—
|
|
2,675
|
|
—
|
|
—
|
|
—
|
|
2,675
|
|
—
|
|
2,675
|
|
||||||||
Repurchases of common stock (Note 11)
|
—
|
|
—
|
|
—
|
|
—
|
|
(40,000
|
)
|
—
|
|
(40,000
|
)
|
—
|
|
(40,000
|
)
|
||||||||
Dividends
|
—
|
|
—
|
|
—
|
|
(22,654
|
)
|
—
|
|
—
|
|
(22,654
|
)
|
—
|
|
(22,654
|
)
|
||||||||
Contributions from noncontrolling interests, net
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
30
|
|
30
|
|
||||||||
Balance, October 31, 2015
|
41,566,094
|
|
$
|
416
|
|
$
|
624,274
|
|
$
|
358,507
|
|
$
|
(233,192
|
)
|
$
|
(7,321
|
)
|
$
|
742,684
|
|
$
|
13,965
|
|
$
|
756,649
|
|
|
|
Three Months Ended October 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net loss
|
|
$
|
(59,670
|
)
|
|
$
|
(64,324
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
38,700
|
|
|
35,969
|
|
||
Cost of real estate sales
|
|
6,940
|
|
|
7,015
|
|
||
Stock-based compensation expense
|
|
4,090
|
|
|
4,201
|
|
||
Deferred income taxes, net
|
|
(36,574
|
)
|
|
(37,777
|
)
|
||
Change in fair value of Contingent Consideration
|
|
—
|
|
|
(4,550
|
)
|
||
Gain on litigation settlement
|
|
—
|
|
|
(16,400
|
)
|
||
Park City litigation settlement payment
|
|
—
|
|
|
(10,000
|
)
|
||
Other non-cash income, net
|
|
(1,862
|
)
|
|
(1,614
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
|
||||
Restricted cash
|
|
7,450
|
|
|
(104
|
)
|
||
Trade receivables, net
|
|
62,174
|
|
|
61,016
|
|
||
Inventories, net
|
|
(21,612
|
)
|
|
(20,733
|
)
|
||
Accounts payable and accrued liabilities
|
|
83,805
|
|
|
81,156
|
|
||
Other assets and liabilities, net
|
|
(8,870
|
)
|
|
(9,376
|
)
|
||
Net cash provided by operating activities
|
|
74,571
|
|
|
24,479
|
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Capital expenditures
|
|
(25,077
|
)
|
|
(27,756
|
)
|
||
Acquisition of business
|
|
—
|
|
|
(182,500
|
)
|
||
Other investing activities, net
|
|
3,023
|
|
|
629
|
|
||
Net cash used in investing activities
|
|
(22,054
|
)
|
|
(209,627
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Proceeds from borrowings under Credit Facility Revolver
|
|
70,000
|
|
|
213,000
|
|
||
Payments on Credit Facility Revolver
|
|
(57,500
|
)
|
|
(30,000
|
)
|
||
Payments of other long-term debt
|
|
(253
|
)
|
|
(253
|
)
|
||
Dividends paid
|
|
(22,654
|
)
|
|
(15,061
|
)
|
||
Repurchases of common stock
|
|
(40,000
|
)
|
|
—
|
|
||
Other financing activities, net
|
|
2,829
|
|
|
2,912
|
|
||
Net cash (used in) provided by financing activities
|
|
(47,578
|
)
|
|
170,598
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
(792
|
)
|
|
(16
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
|
4,147
|
|
|
(14,566
|
)
|
||
Cash and cash equivalents:
|
|
|
|
|
||||
Beginning of period
|
|
35,459
|
|
|
44,406
|
|
||
End of period
|
|
$
|
39,606
|
|
|
$
|
29,840
|
|
|
|
|
|
|
||||
Non-cash investing and financing activities:
|
|
|
|
|
||||
Accrued capital expenditures
|
|
$
|
24,631
|
|
|
$
|
10,419
|
|
Capital expenditures under long-term financing
|
|
$
|
—
|
|
|
$
|
9,492
|
|
1.
|
Organization and Business
|
2.
|
Summary of Significant Accounting Policies
|
|
|
October 31, 2015
|
||||||
|
|
Carrying
Value
|
|
Fair
Value
|
||||
Other long-term debt
|
|
$
|
11,410
|
|
|
$
|
11,806
|
|
3.
|
Net Loss Per Common Share
|
|
|
Three Months Ended October 31,
|
||||||||||||||
|
|
2015
|
|
2014
|
||||||||||||
|
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||
Net loss per share:
|
|
|
|
|
|
|
|
|
||||||||
Net loss attributable to Vail Resorts
|
|
$
|
(59,587
|
)
|
|
$
|
(59,587
|
)
|
|
$
|
(64,276
|
)
|
|
$
|
(64,276
|
)
|
Weighted-average shares outstanding
|
|
36,471
|
|
|
36,471
|
|
|
36,249
|
|
|
36,249
|
|
||||
Effect of dilutive securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total shares
|
|
36,471
|
|
|
36,471
|
|
|
36,249
|
|
|
36,249
|
|
||||
Net loss per share attributable to Vail Resorts
|
|
$
|
(1.63
|
)
|
|
$
|
(1.63
|
)
|
|
$
|
(1.77
|
)
|
|
$
|
(1.77
|
)
|
4.
|
Long-Term Debt
|
|
|
Maturity (a)
|
|
October 31, 2015
|
|
July 31, 2015
|
|
October 31, 2014
|
||||||
Credit Facility Revolver
|
|
2020
|
|
$
|
197,500
|
|
|
$
|
185,000
|
|
|
$
|
183,000
|
|
Credit Facility Term Loan
|
|
2020
|
|
250,000
|
|
|
250,000
|
|
|
—
|
|
|||
Industrial Development Bonds
|
|
2020
|
|
—
|
|
|
—
|
|
|
41,200
|
|
|||
Employee Housing Bonds
|
|
2027-2039
|
|
52,575
|
|
|
52,575
|
|
|
52,575
|
|
|||
6.50% Notes
|
|
2019
|
|
—
|
|
|
—
|
|
|
215,000
|
|
|||
Canyons obligation
|
|
2063
|
|
318,866
|
|
|
317,455
|
|
|
313,258
|
|
|||
Other
|
|
2016-2029
|
|
11,436
|
|
|
11,800
|
|
|
15,227
|
|
|||
Total debt
|
|
|
|
830,377
|
|
|
816,830
|
|
|
820,260
|
|
|||
Less: Current maturities (b)
|
|
|
|
13,319
|
|
|
10,154
|
|
|
1,022
|
|
|||
Long-term debt
|
|
|
|
$
|
817,058
|
|
|
$
|
806,676
|
|
|
$
|
819,238
|
|
(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.
|
|
Total
|
||
2016
|
$
|
9,790
|
|
2017
|
13,354
|
|
|
2018
|
13,397
|
|
|
2019
|
13,455
|
|
|
2020
|
401,641
|
|
|
Thereafter
|
378,740
|
|
|
Total debt
|
$
|
830,377
|
|
5.
|
Acquisitions
|
|
Estimates of Fair Value at Effective Date of Transaction
|
||
Accounts receivable
|
$
|
1,494
|
|
Inventory
|
4,859
|
|
|
Property, plant and equipment
|
126,287
|
|
|
Intangible assets
|
5,458
|
|
|
Other assets
|
525
|
|
|
Goodwill
|
31,657
|
|
|
Total identifiable assets acquired
|
$
|
170,280
|
|
Accounts payable and accrued liabilities
|
$
|
11,394
|
|
Deferred revenue
|
15,906
|
|
|
Deferred income tax liability, net
|
18,429
|
|
|
Total liabilities assumed
|
$
|
45,729
|
|
Total purchase price, net of cash acquired
|
$
|
124,551
|
|
|
Acquisition Date Fair Value
|
||
Accounts receivable
|
$
|
930
|
|
Other assets
|
3,075
|
|
|
Property, plant and equipment
|
76,605
|
|
|
Deferred income tax assets, net
|
7,428
|
|
|
Real estate held for sale and investment
|
7,000
|
|
|
Intangible assets
|
27,650
|
|
|
Goodwill
|
92,516
|
|
|
Total identifiable assets acquired
|
$
|
215,204
|
|
Accounts payable and accrued liabilities
|
$
|
1,935
|
|
Deferred revenue
|
4,319
|
|
|
Total liabilities assumed
|
$
|
6,254
|
|
Total purchase price
|
$
|
208,950
|
|
|
|
Three Months Ended October 31,
|
||
|
|
2014
|
||
Pro forma net revenue
|
|
$
|
172,577
|
|
Pro forma net loss attributable to Vail Resorts, Inc.
|
|
$
|
(54,607
|
)
|
Pro forma basic net loss per share attributable to Vail Resorts, Inc.
|
|
$
|
(1.51
|
)
|
Pro forma diluted net loss per share attributable to Vail Resorts, Inc.
|
|
$
|
(1.51
|
)
|
6.
|
Supplementary Balance Sheet Information
|
|
|
October 31, 2015
|
|
July 31, 2015
|
|
October 31, 2014
|
||||||
Land and land improvements
|
|
$
|
431,798
|
|
|
$
|
431,854
|
|
|
$
|
409,060
|
|
Buildings and building improvements
|
|
1,006,033
|
|
|
1,006,821
|
|
|
948,932
|
|
|||
Machinery and equipment
|
|
814,362
|
|
|
815,946
|
|
|
731,782
|
|
|||
Furniture and fixtures
|
|
289,173
|
|
|
286,863
|
|
|
268,536
|
|
|||
Software
|
|
107,063
|
|
|
106,433
|
|
|
98,899
|
|
|||
Vehicles
|
|
61,546
|
|
|
61,036
|
|
|
55,788
|
|
|||
Construction in progress
|
|
86,042
|
|
|
53,158
|
|
|
74,996
|
|
|||
Gross property, plant and equipment
|
|
2,796,017
|
|
|
2,762,111
|
|
|
2,587,993
|
|
|||
Accumulated depreciation
|
|
(1,407,452
|
)
|
|
(1,375,836
|
)
|
|
(1,292,463
|
)
|
|||
Property, plant and equipment, net
|
|
$
|
1,388,565
|
|
|
$
|
1,386,275
|
|
|
$
|
1,295,530
|
|
|
|
October 31, 2015
|
|
July 31, 2015
|
|
October 31, 2014
|
||||||
Trade payables
|
|
$
|
101,016
|
|
|
$
|
62,099
|
|
|
$
|
94,035
|
|
Deferred revenue
|
|
240,288
|
|
|
145,949
|
|
|
198,133
|
|
|||
Accrued salaries, wages and deferred compensation
|
|
11,878
|
|
|
33,461
|
|
|
18,379
|
|
|||
Accrued benefits
|
|
22,818
|
|
|
24,436
|
|
|
20,046
|
|
|||
Deposits
|
|
15,979
|
|
|
19,336
|
|
|
14,614
|
|
|||
Other accruals
|
|
46,858
|
|
|
46,018
|
|
|
45,063
|
|
|||
Total accounts payable and accrued liabilities
|
|
$
|
438,837
|
|
|
$
|
331,299
|
|
|
$
|
390,270
|
|
|
|
October 31, 2015
|
|
July 31, 2015
|
|
October 31, 2014
|
||||||
Private club deferred initiation fee revenue
|
|
$
|
124,449
|
|
|
$
|
126,104
|
|
|
$
|
127,879
|
|
Unfavorable lease obligation, net
|
|
29,279
|
|
|
29,997
|
|
|
30,817
|
|
|||
Other long-term liabilities
|
|
100,523
|
|
|
99,815
|
|
|
96,490
|
|
|||
Total other long-term liabilities
|
|
$
|
254,251
|
|
|
$
|
255,916
|
|
|
$
|
255,186
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
Fair Value Measurement as of October 31, 2015
|
|||||||||||||||
Description
|
|
Balance at October 31, 2015
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||
Assets:
|
|
|
|
|
|
|
|
|
|||||||||
Commercial Paper
|
|
$
|
2,401
|
|
|
$
|
—
|
|
|
$
|
2,401
|
|
|
$
|
—
|
|
|
Certificates of Deposit
|
|
$
|
2,901
|
|
|
$
|
—
|
|
|
$
|
2,901
|
|
|
$
|
—
|
|
|
|
|
|
|||||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|||||||||
Contingent Consideration
|
|
$
|
6,900
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,900
|
|
|
|
|
|
|||||||||||||||
|
|
Fair Value Measurement as of July 31, 2015
|
|||||||||||||||
Description
|
|
Balance at July 31, 2015
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||
Assets:
|
|
|
|
|
|
|
|
|
|||||||||
Money Market
|
|
$
|
7,577
|
|
|
$
|
7,577
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Commercial Paper
|
|
$
|
2,401
|
|
|
$
|
—
|
|
|
$
|
2,401
|
|
|
$
|
—
|
|
|
Certificates of Deposit
|
|
$
|
2,651
|
|
|
$
|
—
|
|
|
$
|
2,651
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|||||||||
Contingent Consideration
|
|
$
|
6,900
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,900
|
|
|
|
|
|
|||||||||||||||
|
|
Fair Value Measurement as of October 31, 2014
|
|||||||||||||||
Description
|
|
Balance at October 31, 2014
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||
Assets:
|
|
|
|
|
|
|
|
|
|||||||||
Money Market
|
|
$
|
8,391
|
|
|
$
|
8,391
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Commercial Paper
|
|
$
|
1,770
|
|
|
$
|
—
|
|
|
$
|
1,770
|
|
|
$
|
—
|
|
|
Certificates of Deposit
|
|
$
|
3,530
|
|
|
$
|
—
|
|
|
$
|
3,530
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|||||||||
Contingent Consideration
|
|
$
|
6,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,000
|
|
Balance as of July 31, 2015 and 2014, respectively
|
$
|
6,900
|
|
$
|
10,500
|
|
Change in fair value
|
—
|
|
(4,500
|
)
|
||
Balance as of October 31, 2015 and 2014, respectively
|
$
|
6,900
|
|
$
|
6,000
|
|
|
Three Months Ended October 31,
|
||||||
|
2015
|
|
2014
|
||||
Net revenue:
|
|
|
|
||||
Lift
|
$
|
20,153
|
|
|
$
|
—
|
|
Ski school
|
3,384
|
|
|
—
|
|
||
Dining
|
12,355
|
|
|
8,039
|
|
||
Retail/rental
|
32,389
|
|
|
29,473
|
|
||
Other
|
32,652
|
|
|
22,874
|
|
||
Total Mountain net revenue
|
100,933
|
|
|
60,386
|
|
||
Lodging
|
64,286
|
|
|
58,493
|
|
||
Total Resort net revenue
|
165,219
|
|
|
118,879
|
|
||
Real estate
|
9,348
|
|
|
9,383
|
|
||
Total net revenue
|
$
|
174,567
|
|
|
$
|
128,262
|
|
Operating expense:
|
|
|
|
||||
Mountain
|
$
|
151,158
|
|
|
$
|
131,952
|
|
Lodging
|
61,437
|
|
|
57,754
|
|
||
Total Resort operating expense
|
212,595
|
|
|
189,706
|
|
||
Real estate
|
9,341
|
|
|
11,614
|
|
||
Total segment operating expense
|
$
|
221,936
|
|
|
$
|
201,320
|
|
Gain on litigation settlement
|
—
|
|
|
16,400
|
|
||
Gain on sale of real property
|
1,159
|
|
|
—
|
|
||
Mountain equity investment income, net
|
842
|
|
|
325
|
|
||
Reported EBITDA:
|
|
|
|
||||
Mountain
|
$
|
(49,383
|
)
|
|
$
|
(54,841
|
)
|
Lodging
|
2,849
|
|
|
739
|
|
||
Resort
|
(46,534
|
)
|
|
(54,102
|
)
|
||
Real estate
|
1,166
|
|
|
(2,231
|
)
|
||
Total Reported EBITDA
|
$
|
(45,368
|
)
|
|
$
|
(56,333
|
)
|
|
|
|
|
||||
Real estate held for sale and investment
|
$
|
120,769
|
|
|
$
|
157,182
|
|
|
|
|
|
||||
Reconciliation to net loss attributable to Vail Resorts, Inc.:
|
|
|
|
||||
Total Reported EBITDA
|
$
|
(45,368
|
)
|
|
$
|
(56,333
|
)
|
Depreciation and amortization
|
(38,700
|
)
|
|
(35,969
|
)
|
||
Change in fair value of contingent consideration
|
—
|
|
|
4,550
|
|
||
Loss on disposal of fixed assets and other, net
|
(1,779
|
)
|
|
(755
|
)
|
||
Investment income (loss), net
|
198
|
|
|
(26
|
)
|
||
Interest expense
|
(10,595
|
)
|
|
(13,568
|
)
|
||
Loss before benefit from income taxes
|
(96,244
|
)
|
|
(102,101
|
)
|
||
Benefit from income taxes
|
36,574
|
|
|
37,777
|
|
||
Net loss
|
$
|
(59,670
|
)
|
|
$
|
(64,324
|
)
|
Net loss attributable to noncontrolling interests
|
83
|
|
|
48
|
|
||
Net loss attributable to Vail Resorts, Inc.
|
$
|
(59,587
|
)
|
|
$
|
(64,276
|
)
|
•
|
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 season pass products prior to the beginning of the ski season resulting in a more stabilized stream of lift revenue. Additionally, our season 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. During fiscal year 2015, pass revenue represented approximately 40% of total lift revenue. Through December 5, 2015, our season pass sales for the 2015/2016 U.S. ski season have increased approximately 13% in units and increased approximately 19% in sales dollars, compared to the prior year period ended December 6, 2014, excluding season pass sales at Perisher for its 2016 ski season. We cannot predict the ultimate impact that season pass sales will have on total lift revenue or effective ticket price for the 2015/2016 U.S. ski season.
|
•
|
Although many key economic indicators have improved including stronger consumer confidence and declines in the unemployment rate, the growth in the U.S. economy may be challenged by declining or slowing growth in economies outside of the U.S., accompanied by devaluation of currencies against the U.S. dollar and lower commodity prices. Given these economic trends and 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 2015/2016 U.S. ski season.
|
•
|
On March 30, 2015, we entered into a Purchase and Sale Agreement (the “Perisher Purchase Agreement”) with Murray Publishers Pty Ltd, Consolidated Press Holdings Pty Limited, Transfield Corporate Pty Limited and Transfield Pty Limited (collectively, “Perisher Sellers”) providing for the acquisition of the entities that operate Perisher in New South Wales, Australia. On June 30, 2015, we closed on the acquisition of Perisher, for total cash consideration of AU$176.2 million (approximately US$134.8 million), excluding cash acquired and assumed working capital. The cash purchase price was
|
•
|
As of
October 31, 2015
, we had $39.6 million in cash and cash equivalents, as well as $129.9 million available under the revolver component of our Credit Agreement (which represents the total commitment of $400.0 million less outstanding borrowings of $197.5 million and certain letters of credit outstanding of $72.6 million). The outstanding borrowings under the revolver component of our Credit Agreement are primarily a result of funding the cash purchase price for our acquisition of Perisher of approximately US$134.8 million, excluding cash acquired and assumed working capital. We believe that the terms of 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 the continued positive cash flow from operating activities of our Mountain and Lodging segments, primarily occurring during our second and third fiscal quarters, less resort capital expenditures has and is anticipated to continue to provide us with substantial liquidity. We believe our liquidity will allow us to consider strategic investments and other forms of returning value to our stockholders including the continued payment of a quarterly cash dividend and additional share repurchases.
|
•
|
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. As of October 31, 2015, we had seven units at The Ritz-Carlton Residences, Vail and two units at One Ski Hill Place in Breckenridge available for sale with a remaining book value of approximately $21.4 million for both projects as of October 31, 2015. 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 anticipate the selling process will take less than two years to complete assuming continued stability in resort real estate markets.
|
•
|
In accordance with 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 reporting units or indefinite-lived intangible assets below book value. We also evaluate long-lived assets for potential impairment whenever events or changes 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 2015 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, negatively affecting our results of operations and stockholders’ equity.
|
|
|
Three Months Ended October 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Mountain Reported EBITDA
|
|
$
|
(49,383
|
)
|
|
$
|
(54,841
|
)
|
Lodging Reported EBITDA
|
|
2,849
|
|
|
739
|
|
||
Resort Reported EBITDA
|
|
(46,534
|
)
|
|
(54,102
|
)
|
||
Real Estate Reported EBITDA
|
|
1,166
|
|
|
(2,231
|
)
|
||
Loss before benefit from income taxes
|
|
(96,244
|
)
|
|
(102,101
|
)
|
||
Net loss attributable to Vail Resorts, Inc.
|
|
$
|
(59,587
|
)
|
|
$
|
(64,276
|
)
|
|
|
Three Months Ended October 31,
|
|
Percentage
Increase
(Decrease)
|
|||||||
|
|
2015
|
|
2014
|
|
||||||
Net Mountain revenue:
|
|
|
|
|
|
|
|||||
Lift
|
|
$
|
20,153
|
|
|
$
|
—
|
|
|
nm
|
|
Ski school
|
|
3,384
|
|
|
—
|
|
|
nm
|
|
||
Dining
|
|
12,355
|
|
|
8,039
|
|
|
53.7
|
%
|
||
Retail/rental
|
|
32,389
|
|
|
29,473
|
|
|
9.9
|
%
|
||
Other
|
|
32,652
|
|
|
22,874
|
|
|
42.7
|
%
|
||
Total Mountain net revenue
|
|
$
|
100,933
|
|
|
$
|
60,386
|
|
|
67.1
|
%
|
Mountain operating expense:
|
|
|
|
|
|
|
|||||
Labor and labor-related benefits
|
|
$
|
51,799
|
|
|
$
|
43,005
|
|
|
20.4
|
%
|
Retail cost of sales
|
|
16,479
|
|
|
16,790
|
|
|
(1.9
|
)%
|
||
General and administrative
|
|
37,214
|
|
|
32,016
|
|
|
16.2
|
%
|
||
Other
|
|
45,666
|
|
|
40,141
|
|
|
13.8
|
%
|
||
Total Mountain operating expense
|
|
$
|
151,158
|
|
|
$
|
131,952
|
|
|
14.6
|
%
|
Gain on litigation settlement
|
|
—
|
|
|
16,400
|
|
|
(100.0
|
)%
|
||
Mountain equity investment income, net
|
|
842
|
|
|
325
|
|
|
159.1
|
%
|
||
Mountain Reported EBITDA
|
|
$
|
(49,383
|
)
|
|
$
|
(54,841
|
)
|
|
10.0
|
%
|
|
|
|
|
|
|
|
|||||
Total skier visits
|
|
435
|
|
|
—
|
|
|
nm
|
|
||
ETP
|
|
$
|
46.33
|
|
|
$
|
—
|
|
|
nm
|
|
|
|
Three Months Ended October 31,
|
|
Percentage
Increase
(Decrease)
|
|||||||
|
|
2015
|
|
2014
|
|
||||||
Lodging net revenue:
|
|
|
|
|
|
|
|||||
Owned hotel rooms
|
|
$
|
17,306
|
|
|
$
|
14,918
|
|
|
16.0
|
%
|
Managed condominium rooms
|
|
8,247
|
|
|
8,111
|
|
|
1.7
|
%
|
||
Dining
|
|
15,041
|
|
|
13,538
|
|
|
11.1
|
%
|
||
Transportation
|
|
2,320
|
|
|
2,317
|
|
|
0.1
|
%
|
||
Golf
|
|
8,247
|
|
|
7,549
|
|
|
9.2
|
%
|
||
Other
|
|
10,425
|
|
|
9,818
|
|
|
6.2
|
%
|
||
|
|
61,586
|
|
|
56,251
|
|
|
9.5
|
%
|
||
Payroll cost reimbursements
|
|
2,700
|
|
|
2,242
|
|
|
20.4
|
%
|
||
Total Lodging net revenue
|
|
$
|
64,286
|
|
|
$
|
58,493
|
|
|
9.9
|
%
|
Lodging operating expense:
|
|
|
|
|
|
|
|||||
Labor and labor-related benefits
|
|
$
|
28,695
|
|
|
$
|
27,375
|
|
|
4.8
|
%
|
General and administrative
|
|
7,969
|
|
|
7,517
|
|
|
6.0
|
%
|
||
Other
|
|
22,073
|
|
|
20,620
|
|
|
7.0
|
%
|
||
|
|
58,737
|
|
|
55,512
|
|
|
5.8
|
%
|
||
Reimbursed payroll costs
|
|
2,700
|
|
|
2,242
|
|
|
20.4
|
%
|
||
Total Lodging operating expense
|
|
$
|
61,437
|
|
|
$
|
57,754
|
|
|
6.4
|
%
|
Lodging Reported EBITDA
|
|
$
|
2,849
|
|
|
$
|
739
|
|
|
285.5
|
%
|
|
|
|
|
|
|
|
|||||
Owned hotel statistics:
|
|
|
|
|
|
|
|||||
ADR
|
|
$
|
199.41
|
|
|
$
|
189.50
|
|
|
5.2
|
%
|
RevPar
|
|
$
|
133.14
|
|
|
$
|
118.37
|
|
|
12.5
|
%
|
Managed condominium statistics:
|
|
|
|
|
|
|
|||||
ADR
|
|
$
|
177.76
|
|
|
$
|
176.22
|
|
|
0.9
|
%
|
RevPar
|
|
$
|
43.92
|
|
|
$
|
41.44
|
|
|
6.0
|
%
|
Owned hotel and managed condominium statistics (combined):
|
|
|
|
|
|
|
|||||
ADR
|
|
$
|
190.35
|
|
|
$
|
183.76
|
|
|
3.6
|
%
|
RevPar
|
|
$
|
74.20
|
|
|
$
|
66.91
|
|
|
10.9
|
%
|
|
|
Three Months Ended
October 31, |
|
Percentage
Increase
(Decrease)
|
|||||||
|
|
2015
|
|
2014
|
|
||||||
Total Real Estate net revenue
|
|
$
|
9,348
|
|
|
$
|
9,383
|
|
|
(0.4
|
)%
|
Real Estate operating expense:
|
|
|
|
|
|
|
|||||
Cost of sales (including sales commission)
|
|
7,767
|
|
|
7,753
|
|
|
0.2
|
%
|
||
Other
|
|
1,574
|
|
|
3,861
|
|
|
(59.2
|
)%
|
||
Total Real Estate operating expense
|
|
9,341
|
|
|
11,614
|
|
|
(19.6
|
)%
|
||
Gain on sale of real property
|
|
1,159
|
|
|
—
|
|
|
nm
|
|
||
Real Estate Reported EBITDA
|
|
$
|
1,166
|
|
|
$
|
(2,231
|
)
|
|
152.3
|
%
|
|
Three Months Ended October 31,
|
||||||
|
2015
|
|
2014
|
||||
Mountain Reported EBITDA
|
$
|
(49,383
|
)
|
|
$
|
(54,841
|
)
|
Lodging Reported EBITDA
|
2,849
|
|
|
739
|
|
||
Resort Reported EBITDA
|
(46,534
|
)
|
|
(54,102
|
)
|
||
Real Estate Reported EBITDA
|
1,166
|
|
|
(2,231
|
)
|
||
Total Reported EBITDA
|
(45,368
|
)
|
|
(56,333
|
)
|
||
Depreciation and amortization
|
(38,700
|
)
|
|
(35,969
|
)
|
||
Loss on disposal of fixed assets and other, net
|
(1,779
|
)
|
|
(755
|
)
|
||
Change in fair value of contingent consideration
|
—
|
|
|
4,550
|
|
||
Investment income (loss), net
|
198
|
|
|
(26
|
)
|
||
Interest expense
|
(10,595
|
)
|
|
(13,568
|
)
|
||
Loss before benefit from income taxes
|
(96,244
|
)
|
|
(102,101
|
)
|
||
Benefit from income taxes
|
36,574
|
|
|
37,777
|
|
||
Net loss
|
(59,670
|
)
|
|
(64,324
|
)
|
||
Net loss attributable to noncontrolling interests
|
83
|
|
|
48
|
|
||
Net loss attributable to Vail Resorts, Inc.
|
$
|
(59,587
|
)
|
|
$
|
(64,276
|
)
|
|
|
October 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Long-term debt
|
|
$
|
817,058
|
|
|
$
|
819,238
|
|
Long-term debt due within one year
|
|
13,319
|
|
|
1,022
|
|
||
Total debt
|
|
830,377
|
|
|
820,260
|
|
||
Less: cash and cash equivalents
|
|
39,606
|
|
|
29,840
|
|
||
Net Debt
|
|
$
|
790,771
|
|
|
$
|
790,420
|
|
•
|
prolonged weakness in general economic conditions, including adverse effects on the overall travel and leisure related industries;
|
•
|
unfavorable weather conditions or 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;
|
•
|
adverse events that occur during our peak operating periods combined with the seasonality of our business;
|
•
|
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 federal, state, local and foreign government laws, rules and regulations;
|
•
|
risks related to our reliance on information technology;
|
•
|
our failure to maintain the integrity of our customer or employee data;
|
•
|
adverse consequences of current or future legal claims;
|
•
|
a deterioration in the quality or reputation of our brands, including from the risk of accidents at our mountain resorts;
|
•
|
our ability to hire and retain a sufficient seasonal workforce;
|
•
|
risks related to our workforce, including increased labor costs;
|
•
|
loss of key personnel;
|
•
|
our ability to successfully integrate acquired businesses or future acquisitions;
|
•
|
our ability to realize anticipated financial benefits from Park City;
|
•
|
fluctuations in foreign currency exchange rates, in particular the Australian dollar;
|
•
|
impairments or write downs of our assets;
|
•
|
changes in accounting estimates and judgments, accounting principles, policies or guidelines; and
|
•
|
a materially adverse change in our financial condition.
|
Period
|
Total Number
of Shares
Purchased
|
|
Average
Price
Paid per
Share
|
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs (1)
|
|
Maximum
Number of Shares
that May Yet Be
Purchased Under
the Plans or
Programs (1)
|
|||||
August 1, 2015 – August 31, 2015
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
1,050,889
|
|
September 1, 2015 – September 30, 2015
|
—
|
|
|
—
|
|
|
—
|
|
|
1,050,889
|
|
|
October 1, 2015 – October 31, 2015
|
377,830
|
|
|
105.85
|
|
|
377,830
|
|
|
673,059
|
|
|
Total
|
377,830
|
|
|
$
|
105.85
|
|
|
377,830
|
|
|
673,059
|
|
(1)
|
The share repurchase program is conducted under authorizations made from time to time by our Board of Directors. The Board of Directors initially authorized the repurchase of up to 3,000,000 shares of common stock (March 9, 2006), and later authorized additional repurchases of up to 3,000,000 additional shares (July 16, 2008). On December 4, 2015, our Board of Directors authorized additional repurchases of up to 1,500,000 additional shares. Repurchases under these authorizations may be made from time to time at prevailing prices as permitted by applicable laws, and subject to market conditions and other factors. These authorizations have no expiration date.
|
Exhibit
Number
|
Description
|
Sequentially
Numbered Page
|
|
|
|
10.1
|
Vail Resorts, Inc. Management Incentive Plan.
|
37
|
|
|
|
10.2
|
First Amendment to Seventh Amended and Restated Credit Agreement dated as of December 4, 2015, among Vail Holdings, Inc., as borrower, Bank of America N.A., as administrative agent, and the Lenders party thereto.
|
47
|
|
|
|
31.1
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
60
|
|
|
|
31.2
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
61
|
|
|
|
32
|
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
62
|
|
|
|
101
|
The following information from the Company’s Quarterly Report on Form 10-Q for the three months ended October 31, 2015 formatted in eXtensible Business Reporting Language: (i) Unaudited Consolidated Condensed Balance Sheets as of October 31, 2015, July 31, 2015, and October 31, 2014; (ii) Unaudited Consolidated Condensed Statements of Operations for the three months ended October 31, 2015 and October 31, 2014; (iii) Unaudited Consolidated Condensed Statements of Comprehensive Income (Loss) for the three months ended October 31, 2015 and October 31, 2014; (iv) Unaudited Consolidated Condensed Statements of Stockholders' Equity for the three months ended October 31, 2015 and October 31, 2014; (v) Unaudited Consolidated Condensed Statements of Cash Flows for the three months ended October 31, 2015 and October 31, 2014; and (vi) Notes to the Consolidated Condensed Financial Statements.
|
|
|
|
Vail Resorts, Inc.
|
|
|
|
Date: December 7, 2015
|
By:
|
/s/ Michael Z. Barkin
|
|
|
Michael Z. Barkin
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
Date: December 7, 2015
|
By:
|
/s/ Mark L. Schoppet
|
|
|
Mark L. Schoppet
|
|
|
Senior Vice President, Controller and Chief Accounting Officer
|
|
|
(Principal Accounting Officer)
|
•
|
Financial - Financial results at the end of the fiscal year are compared to EBITDA targets determined at the beginning of the fiscal year. EBITDA (Earnings before Interest, Taxes and Depreciation and Amortization excluding stock based compensation) results are consolidated into various divisions of the Company and are defined in the funding section below.
|
•
|
Division Goal Attainment - Specified division goals are used instead of EBITDA results for the real estate development division.
|
•
|
Individual employee performance, including adherence to the Company’s mission and values.
|
•
|
Resort EBITDA results include the EBITDA results for all Mountain resorts, Lodging divisions and Retail divisions combined.
|
•
|
Retail EBITDA results include all EBITDA results of the Retail division combined.
|
•
|
Corporate Lodging EBITDA results include the pre-corporate allocated G&A EBITDA results of the Lodging division combined.
|
•
|
Division Goal Attainment - Specified division goals that are required for the development division (VRDC employees).
|
•
|
Grade 33 Corporate employee
|
•
|
$200,000 annual salary
|
•
|
Target incentive % = 42.5%
|
•
|
Target incentive $ = $200,000 x 42.5% = $85,000
|
•
|
Resort EBITDA results are at 101% of target
|
•
|
Resort EBITDA funding = 107.5%
|
•
|
VRDC Goal met at 100%
|
•
|
VRDC Goal funding = 100%
|
•
|
Individual performance rating of “Achieves Expectations”
|
•
|
“Achieves Expectations” = 100% of funded incentive
|
•
|
$91,035 x 100% =
$91,035 payout
|
Month of Hire
|
Prorate %
|
August, September, October
|
100%
|
November, December, January
|
67%
|
February, March, April
|
33%
|
May, June, July
|
0%
|
Example of Prorated Bonus due to Promotion
|
|||||||
Role
|
Base Salary
|
Target %
|
Target $
|
Funding %
|
Performance
Rating
|
# of Days
In Role
|
Prorated
Payout
|
SVP
|
$250,000
|
42.5%
|
$106,250
|
100%
|
100%
|
92
|
$26,781
|
VP
|
$225,000
|
35.0%
|
$78,750
|
100%
|
100%
|
273
|
$58,901
|
Final Amount
|
$85,682
|
Percent of the EBITDA Target Obtained for the Division
|
Percent of Incentive Target Funded- Grade 33+
|
<80%
|
0.0%
|
80%
|
15.00%
|
81%
|
16.00%
|
82%
|
17.00%
|
83%
|
18.00%
|
84%
|
19.00%
|
85%
|
20.00%
|
86%
|
21.00%
|
87%
|
22.00%
|
88%
|
23.00%
|
89%
|
24.00%
|
90%
|
25.00%
|
91%
|
30.00%
|
92%
|
35.00%
|
93%
|
40.00%
|
94%
|
45.00%
|
95%
|
50.00%
|
96%
|
60.00%
|
97%
|
70.00%
|
98%
|
80.00%
|
99%
|
90.00%
|
100%
|
100.00%
|
101%
|
107.50%
|
102%
|
115.00%
|
103%
|
122.50%
|
104%
|
130.00%
|
105%
|
137.50%
|
106%
|
145.00%
|
107%
|
152.50%
|
108%
|
160.00%
|
109%
|
167.50%
|
110%
|
175.00%
|
111%
|
177.50%
|
112%
|
180.00%
|
Percent of the EBITDA Target Obtained for the Division
|
Percent of Incentive Target Funded- Grade 33+
|
113%
|
182.50%
|
114%
|
185.00%
|
115%
|
187.50%
|
116%
|
190.00%
|
117%
|
192.50%
|
118%
|
195.00%
|
119%
|
197.50%
|
>=120%
|
200.00%
|
Performance Rating Chart
|
|
Performance Rating
|
% Incentive Influenced
|
Greatly Exceeds Expectations
|
130%
|
Exceeds Expectations
|
115%
|
Achieves Expectations
|
100%
|
Meets Most Expectations
|
70%
|
Meets Some Expectations
|
0%
|
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: December 7, 2015
|
|
|
/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: December 7, 2015
|
|
|
/s/ MICHAEL Z. BARKIN
|
|
Michael Z. Barkin
|
|
Executive Vice President and Chief Financial Officer
|
Date: December 7, 2015
|
|
|
/s/ ROBERT A. KATZ
|
|
Robert A. Katz
|
|
Chief Executive Officer
|
Date: December 7, 2015
|
|
|
/s/ MICHAEL Z. BARKIN
|
|
Michael Z. Barkin
|
|
Executive Vice President and Chief Financial Officer
|