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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Page
|
|
|
|
Item 1.
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Financial Statements (unaudited).
|
|
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||
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||
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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.
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||
Item 2.
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||
Item 3.
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||
Item 4.
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||
Item 5.
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||
Item 6.
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January 31, 2017
|
|
July 31, 2016
|
|
January 31, 2016
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||||||
Assets
|
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
140,909
|
|
|
$
|
67,897
|
|
|
$
|
45,368
|
|
Restricted cash
|
|
17,132
|
|
|
6,046
|
|
|
6,118
|
|
|||
Trade receivables, net
|
|
80,758
|
|
|
147,113
|
|
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87,055
|
|
|||
Inventories, net
|
|
93,396
|
|
|
74,589
|
|
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78,770
|
|
|||
Other current assets
|
|
41,519
|
|
|
27,220
|
|
|
60,965
|
|
|||
Total current assets
|
|
373,714
|
|
|
322,865
|
|
|
278,276
|
|
|||
Property, plant and equipment, net (Note 6)
|
|
1,694,746
|
|
|
1,363,814
|
|
|
1,391,889
|
|
|||
Real estate held for sale and investment
|
|
112,633
|
|
|
111,088
|
|
|
117,999
|
|
|||
Goodwill, net (Note 6)
|
|
1,469,756
|
|
|
509,037
|
|
|
506,957
|
|
|||
Intangible assets, net
|
|
289,208
|
|
|
140,007
|
|
|
141,942
|
|
|||
Other assets
|
|
42,410
|
|
|
35,207
|
|
|
35,896
|
|
|||
Total assets
|
|
$
|
3,982,467
|
|
|
$
|
2,482,018
|
|
|
$
|
2,472,959
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
|
||||||
Accounts payable and accrued liabilities (Note 6)
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|
$
|
541,335
|
|
|
$
|
397,488
|
|
|
$
|
447,770
|
|
Income taxes payable
|
|
51,056
|
|
|
95,639
|
|
|
34,278
|
|
|||
Long-term debt due within one year (Note 4)
|
|
38,379
|
|
|
13,354
|
|
|
13,340
|
|
|||
Total current liabilities
|
|
630,770
|
|
|
506,481
|
|
|
495,388
|
|
|||
Long-term debt (Note 4)
|
|
1,216,721
|
|
|
686,909
|
|
|
680,002
|
|
|||
Other long-term liabilities (Note 6)
|
|
271,935
|
|
|
270,168
|
|
|
252,606
|
|
|||
Deferred income taxes
|
|
182,472
|
|
|
129,994
|
|
|
190,441
|
|
|||
Total liabilities
|
|
2,301,898
|
|
|
1,593,552
|
|
|
1,618,437
|
|
|||
Commitments and contingencies (Note 8)
|
|
|
|
|
|
|
||||||
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, 45,419,228, 41,614,432 and 41,578,019 shares issued, respectively
|
|
454
|
|
|
416
|
|
|
416
|
|
|||
Exchangeable shares, $0.01 par value, 73,047, zero and zero shares issued and outstanding, respectively (Note 5)
|
|
1
|
|
|
—
|
|
|
—
|
|
|||
Additional paid-in capital
|
|
1,214,064
|
|
|
635,986
|
|
|
628,168
|
|
|||
Accumulated other comprehensive loss
|
|
(914
|
)
|
|
(1,550
|
)
|
|
(7,707
|
)
|
|||
Retained earnings
|
|
511,487
|
|
|
486,667
|
|
|
452,922
|
|
|||
Treasury stock, at cost, 5,436,294, 5,434,977, and 5,326,941 shares, respectively (Note 10)
|
|
(247,189
|
)
|
|
(246,979
|
)
|
|
(233,192
|
)
|
|||
Total Vail Resorts, Inc. stockholders’ equity
|
|
1,477,903
|
|
|
874,540
|
|
|
840,607
|
|
|||
Noncontrolling interests
|
|
202,666
|
|
|
13,926
|
|
|
13,915
|
|
|||
Total stockholders’ equity
|
|
1,680,569
|
|
|
888,466
|
|
|
854,522
|
|
|||
Total liabilities and stockholders’ equity
|
|
$
|
3,982,467
|
|
|
$
|
2,482,018
|
|
|
$
|
2,472,959
|
|
|
Three Months Ended January 31,
|
|
Six Months Ended January 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net revenue:
|
|
|
|
|
|
|
|
||||||||
Mountain
|
$
|
654,099
|
|
|
$
|
532,872
|
|
|
$
|
764,866
|
|
|
$
|
633,805
|
|
Lodging
|
65,884
|
|
|
62,807
|
|
|
133,286
|
|
|
127,093
|
|
||||
Real estate
|
5,215
|
|
|
3,684
|
|
|
5,311
|
|
|
13,032
|
|
||||
Total net revenue
|
725,198
|
|
|
599,363
|
|
|
903,463
|
|
|
773,930
|
|
||||
Segment operating expense (exclusive of depreciation and amortization shown separately below):
|
|
|
|
|
|
|
|
||||||||
Mountain
|
355,239
|
|
|
296,256
|
|
|
523,492
|
|
|
447,414
|
|
||||
Lodging
|
59,683
|
|
|
57,311
|
|
|
123,763
|
|
|
118,748
|
|
||||
Real estate
|
5,841
|
|
|
4,617
|
|
|
7,326
|
|
|
13,958
|
|
||||
Total segment operating expense
|
420,763
|
|
|
358,184
|
|
|
654,581
|
|
|
580,120
|
|
||||
Other operating (expense) income:
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
(49,626
|
)
|
|
(40,541
|
)
|
|
(90,207
|
)
|
|
(79,241
|
)
|
||||
Gain on sale of real property
|
—
|
|
|
632
|
|
|
6,466
|
|
|
1,791
|
|
||||
Change in estimated fair value of contingent consideration (Note 7)
|
(300
|
)
|
|
—
|
|
|
(600
|
)
|
|
—
|
|
||||
Loss on disposal of fixed assets and other, net
|
(2,231
|
)
|
|
(1,206
|
)
|
|
(2,781
|
)
|
|
(2,985
|
)
|
||||
Income from operations
|
252,278
|
|
|
200,064
|
|
|
161,760
|
|
|
113,375
|
|
||||
Mountain equity investment income (loss), net
|
157
|
|
|
(61
|
)
|
|
989
|
|
|
781
|
|
||||
Investment income and other, net
|
1,148
|
|
|
161
|
|
|
5,671
|
|
|
359
|
|
||||
Interest expense and other, net
|
(9,048
|
)
|
|
(10,910
|
)
|
|
(21,012
|
)
|
|
(21,505
|
)
|
||||
Income before provision for income taxes
|
244,535
|
|
|
189,254
|
|
|
147,408
|
|
|
93,010
|
|
||||
Provision for income taxes
|
(84,807
|
)
|
|
(72,383
|
)
|
|
(51,298
|
)
|
|
(35,809
|
)
|
||||
Net income
|
159,728
|
|
|
116,871
|
|
|
96,110
|
|
|
57,201
|
|
||||
Net (income) loss attributable to noncontrolling interests
|
(10,549
|
)
|
|
111
|
|
|
(9,518
|
)
|
|
194
|
|
||||
Net income attributable to Vail Resorts, Inc.
|
$
|
149,179
|
|
|
$
|
116,982
|
|
|
$
|
86,592
|
|
|
$
|
57,395
|
|
Per share amounts (Note 3):
|
|
|
|
|
|
|
|
||||||||
Basic net income per share attributable to Vail Resorts, Inc.
|
$
|
3.72
|
|
|
$
|
3.23
|
|
|
$
|
2.25
|
|
|
$
|
1.58
|
|
Diluted net income per share attributable to Vail Resorts, Inc.
|
$
|
3.63
|
|
|
$
|
3.14
|
|
|
$
|
2.19
|
|
|
$
|
1.54
|
|
Cash dividends declared per share
|
$
|
0.81
|
|
|
$
|
0.6225
|
|
|
$
|
1.62
|
|
|
$
|
1.245
|
|
|
|
Three Months Ended January 31,
|
|
Six Months Ended January 31,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net income
|
|
$
|
159,728
|
|
|
$
|
116,871
|
|
|
$
|
96,110
|
|
|
$
|
57,201
|
|
Foreign currency translation adjustments, net of tax
|
|
25,650
|
|
|
(386
|
)
|
|
1,238
|
|
|
(2,794
|
)
|
||||
Comprehensive income
|
|
185,378
|
|
|
116,485
|
|
|
97,348
|
|
|
54,407
|
|
||||
Comprehensive (income) loss attributable to noncontrolling interests
|
|
(17,329
|
)
|
|
111
|
|
|
(10,120
|
)
|
|
194
|
|
||||
Comprehensive income attributable to Vail Resorts, Inc.
|
|
$
|
168,049
|
|
|
$
|
116,596
|
|
|
$
|
87,228
|
|
|
$
|
54,601
|
|
|
Common Stock
|
Additional Paid in Capital
|
Accumulated Other Comprehensive Loss
|
Retained Earnings
|
Treasury Stock
|
Total Vail Resorts, Inc. Stockholders’ Equity
|
Noncontrolling Interests
|
Total Stockholders’ Equity
|
|||||||||||||||||||
|
Vail Resorts
|
Exchangeable
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance, July 31, 2015
|
$
|
415
|
|
$
|
—
|
|
$
|
623,510
|
|
$
|
(4,913
|
)
|
$
|
440,748
|
|
$
|
(193,192
|
)
|
$
|
866,568
|
|
$
|
14,018
|
|
$
|
880,586
|
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net income (loss)
|
—
|
|
—
|
|
—
|
|
—
|
|
57,395
|
|
—
|
|
57,395
|
|
(194
|
)
|
57,201
|
|
|||||||||
Foreign currency translation adjustments, net of tax
|
—
|
|
—
|
|
—
|
|
(2,794
|
)
|
—
|
|
—
|
|
(2,794
|
)
|
—
|
|
(2,794
|
)
|
|||||||||
Total comprehensive income (loss)
|
|
|
|
|
|
|
54,601
|
|
(194
|
)
|
54,407
|
|
|||||||||||||||
Stock-based compensation expense
|
—
|
|
—
|
|
8,390
|
|
—
|
|
—
|
|
—
|
|
8,390
|
|
—
|
|
8,390
|
|
|||||||||
Issuance of shares under share award plans, net of shares withheld for taxes
|
1
|
|
—
|
|
(7,287
|
)
|
—
|
|
—
|
|
—
|
|
(7,286
|
)
|
—
|
|
(7,286
|
)
|
|||||||||
Tax benefit from share award plans
|
—
|
|
—
|
|
3,555
|
|
—
|
|
—
|
|
—
|
|
3,555
|
|
—
|
|
3,555
|
|
|||||||||
Repurchase of common stock (Note 10)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(40,000
|
)
|
(40,000
|
)
|
|
(40,000
|
)
|
||||||||||
Dividends (Note 3)
|
—
|
|
—
|
|
—
|
|
—
|
|
(45,221
|
)
|
—
|
|
(45,221
|
)
|
—
|
|
(45,221
|
)
|
|||||||||
Contributions from noncontrolling interests, net
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
91
|
|
91
|
|
|||||||||
Balance, January 31, 2016
|
$
|
416
|
|
$
|
—
|
|
$
|
628,168
|
|
$
|
(7,707
|
)
|
$
|
452,922
|
|
$
|
(233,192
|
)
|
$
|
840,607
|
|
$
|
13,915
|
|
$
|
854,522
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance, July 31, 2016
|
$
|
416
|
|
$
|
—
|
|
$
|
635,986
|
|
$
|
(1,550
|
)
|
$
|
486,667
|
|
$
|
(246,979
|
)
|
$
|
874,540
|
|
$
|
13,926
|
|
$
|
888,466
|
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
86,592
|
|
—
|
|
86,592
|
|
9,518
|
|
96,110
|
|
|||||||||
Foreign currency translation adjustments, net of tax
|
—
|
|
—
|
|
—
|
|
636
|
|
—
|
|
—
|
|
636
|
|
602
|
|
1,238
|
|
|||||||||
Total comprehensive income
|
|
|
|
|
|
|
87,228
|
|
10,120
|
|
97,348
|
|
|||||||||||||||
Stock-based compensation expense
|
—
|
|
—
|
|
9,151
|
|
—
|
|
—
|
|
—
|
|
9,151
|
|
—
|
|
9,151
|
|
|||||||||
Shares issued for acquisition (Note 5)
|
33
|
|
4
|
|
574,608
|
|
—
|
|
—
|
|
—
|
|
574,645
|
|
—
|
|
574,645
|
|
|||||||||
Exchangeable share transfers
|
3
|
|
(3
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||
Issuance of shares under share award plans, net of shares withheld for taxes
|
2
|
|
—
|
|
(12,977
|
)
|
—
|
|
—
|
|
—
|
|
(12,975
|
)
|
—
|
|
(12,975
|
)
|
|||||||||
Tax benefit from share award plans
|
—
|
|
—
|
|
7,296
|
|
—
|
|
—
|
|
—
|
|
7,296
|
|
—
|
|
7,296
|
|
|||||||||
Repurchase of common stock (Note 10)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(210
|
)
|
(210
|
)
|
—
|
|
(210
|
)
|
|||||||||
Dividends (Note 3)
|
—
|
|
—
|
|
—
|
|
—
|
|
(61,772
|
)
|
—
|
|
(61,772
|
)
|
—
|
|
(61,772
|
)
|
|||||||||
Acquisition of noncontrolling interest (Note 5)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
182,579
|
|
182,579
|
|
|||||||||
Distributions to noncontrolling interests, net
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(3,959
|
)
|
(3,959
|
)
|
|||||||||
Balance, January 31, 2017
|
$
|
454
|
|
$
|
1
|
|
$
|
1,214,064
|
|
$
|
(914
|
)
|
$
|
511,487
|
|
$
|
(247,189
|
)
|
$
|
1,477,903
|
|
$
|
202,666
|
|
$
|
1,680,569
|
|
|
|
Six Months Ended January 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net income
|
|
$
|
96,110
|
|
|
$
|
57,201
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
90,207
|
|
|
79,241
|
|
||
Cost of real estate sales
|
|
4,203
|
|
|
9,444
|
|
||
Stock-based compensation expense
|
|
9,151
|
|
|
8,390
|
|
||
Deferred income taxes, net
|
|
51,298
|
|
|
35,937
|
|
||
Gain on sale of real property
|
|
(6,466
|
)
|
|
(1,791
|
)
|
||
Foreign exchange gains on intercompany loans
|
|
(5,215
|
)
|
|
—
|
|
||
Other non-cash income, net
|
|
(7,678
|
)
|
|
(343
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
|
||||
Restricted cash
|
|
(4,695
|
)
|
|
6,894
|
|
||
Trade receivables, net
|
|
68,554
|
|
|
27,696
|
|
||
Inventories, net
|
|
(1,739
|
)
|
|
(5,263
|
)
|
||
Accounts payable and accrued liabilities
|
|
75,270
|
|
|
111,778
|
|
||
Income taxes payable
|
|
(50,703
|
)
|
|
(17,016
|
)
|
||
Other assets and liabilities, net
|
|
(1,379
|
)
|
|
(2,700
|
)
|
||
Net cash provided by operating activities
|
|
316,918
|
|
|
309,468
|
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Capital expenditures
|
|
(93,436
|
)
|
|
(77,237
|
)
|
||
Acquisition of businesses, net of cash acquired
|
|
(512,348
|
)
|
|
(20,245
|
)
|
||
Cash received from the sale of real property
|
|
7,692
|
|
|
3,644
|
|
||
Other investing activities, net
|
|
6,271
|
|
|
317
|
|
||
Net cash used in investing activities
|
|
(591,821
|
)
|
|
(93,521
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Proceeds from borrowings under Vail Holdings Credit Agreement term loan
|
|
509,375
|
|
|
—
|
|
||
Proceeds from borrowings under Vail Holdings Credit Agreement revolver
|
|
110,000
|
|
|
105,000
|
|
||
Proceeds from borrowings under Whistler Credit Agreement revolver
|
|
2,229
|
|
|
—
|
|
||
Repayments of borrowings under Vail Holdings Credit Agreement term loan
|
|
(9,375
|
)
|
|
(3,125
|
)
|
||
Repayments of borrowings under Vail Holdings Credit Agreement revolver
|
|
(185,000
|
)
|
|
(225,500
|
)
|
||
Repayments of borrowings under Whistler Credit Agreement revolver
|
|
(17,573
|
)
|
|
—
|
|
||
Dividends paid
|
|
(61,772
|
)
|
|
(45,221
|
)
|
||
Repurchases of common stock
|
|
(210
|
)
|
|
(40,000
|
)
|
||
Other financing activities, net
|
|
611
|
|
|
3,668
|
|
||
Net cash provided by (used in) financing activities
|
|
348,285
|
|
|
(205,178
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
(370
|
)
|
|
(860
|
)
|
||
Net increase in cash and cash equivalents
|
|
73,012
|
|
|
9,909
|
|
||
Cash and cash equivalents:
|
|
|
|
|
||||
Beginning of period
|
|
67,897
|
|
|
35,459
|
|
||
End of period
|
|
$
|
140,909
|
|
|
$
|
45,368
|
|
|
|
|
|
|
||||
Non-cash investing and financing activities:
|
|
|
|
|
||||
Accrued capital expenditures
|
|
$
|
11,102
|
|
|
$
|
4,425
|
|
1.
|
Organization and Business
|
Mountain Resorts:
|
|
Location:
|
|
1.
|
Vail Mountain
|
|
Colorado
|
2.
|
Breckenridge
|
|
Colorado
|
3.
|
Keystone
|
|
Colorado
|
4.
|
Beaver Creek
|
|
Colorado
|
5.
|
Park City Mountain Resort (“Park City”)
|
|
Utah
|
6.
|
Heavenly
|
|
Lake Tahoe area of Nevada and California
|
7.
|
Northstar
|
|
Lake Tahoe area of California
|
8.
|
Kirkwood
|
|
Lake Tahoe area of California
|
9.
|
Perisher Ski Resort (“Perisher”)
|
|
New South Wales, Australia
|
10.
|
Whistler Blackcomb Resort (“Whistler Blackcomb”)
|
|
British Columbia, Canada
|
Urban Ski Areas (“Urban”):
|
|
Location:
|
|
1.
|
Wilmot Mountain (“Wilmot”)
|
|
Wisconsin
|
2.
|
Afton Alps
|
|
Minnesota
|
3.
|
Mount Brighton
|
|
Michigan
|
2.
|
Summary of Significant Accounting Policies
|
3.
|
Net Income per Share
|
|
|
Three Months Ended January 31,
|
||||||||||||||
|
|
2017
|
|
2016
|
||||||||||||
|
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||
Net income per share:
|
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Vail Resorts
|
|
$
|
149,179
|
|
|
$
|
149,179
|
|
|
$
|
116,982
|
|
|
$
|
116,982
|
|
Weighted-average Vail Resorts shares outstanding
|
|
39,888
|
|
|
39,888
|
|
|
36,246
|
|
|
36,246
|
|
||||
Weighted-average Exchangeco shares outstanding
|
|
162
|
|
|
162
|
|
|
—
|
|
|
—
|
|
||||
Total Weighted-average shares outstanding
|
|
40,050
|
|
|
40,050
|
|
|
36,246
|
|
|
36,246
|
|
||||
Effect of dilutive securities
|
|
—
|
|
|
1,057
|
|
|
—
|
|
|
1,010
|
|
||||
Total shares
|
|
40,050
|
|
|
41,107
|
|
|
36,246
|
|
|
37,256
|
|
||||
Net income per share attributable to Vail Resorts
|
|
$
|
3.72
|
|
|
$
|
3.63
|
|
|
$
|
3.23
|
|
|
$
|
3.14
|
|
|
|
Six Months Ended January 31,
|
||||||||||||||
|
|
2017
|
|
2016
|
||||||||||||
|
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||
Net income per share:
|
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Vail Resorts
|
|
$
|
86,592
|
|
|
$
|
86,592
|
|
|
$
|
57,395
|
|
|
$
|
57,395
|
|
Weighted-average Vail Resorts shares outstanding
|
|
38,327
|
|
|
38,327
|
|
|
36,359
|
|
|
36,359
|
|
||||
Weighted-average Exchangeco shares outstanding
|
|
115
|
|
|
115
|
|
|
—
|
|
|
—
|
|
||||
Total Weighted-average shares outstanding
|
|
38,442
|
|
|
38,442
|
|
|
36,359
|
|
|
36,359
|
|
||||
Effect of dilutive securities
|
|
—
|
|
|
1,087
|
|
|
—
|
|
|
999
|
|
||||
Total shares
|
|
38,442
|
|
|
39,529
|
|
|
36,359
|
|
|
37,358
|
|
||||
Net income per share attributable to Vail Resorts
|
|
$
|
2.25
|
|
|
$
|
2.19
|
|
|
$
|
1.58
|
|
|
$
|
1.54
|
|
4.
|
Long-Term Debt
|
|
|
Maturity
|
|
January 31, 2017
|
|
July 31, 2016
|
|
January 31, 2016
|
||||||
Vail Holdings Credit Agreement term loan (a)
|
|
2021
|
|
$
|
740,625
|
|
|
$
|
240,625
|
|
|
$
|
246,875
|
|
Vail Holdings Credit Agreement revolver (a)
|
|
2021
|
|
—
|
|
|
75,000
|
|
|
64,500
|
|
|||
Whistler Credit Agreement revolver (b)
|
|
2021
|
|
129,966
|
|
|
—
|
|
|
—
|
|
|||
Employee housing bonds
|
|
2027-2039
|
|
52,575
|
|
|
52,575
|
|
|
52,575
|
|
|||
Canyons obligation
|
|
2063
|
|
325,942
|
|
|
323,099
|
|
|
320,277
|
|
|||
Other
|
|
2017-2028
|
|
10,468
|
|
|
11,021
|
|
|
11,308
|
|
|||
Total debt
|
|
|
|
1,259,576
|
|
|
702,320
|
|
|
695,535
|
|
|||
Less: Unamortized debt issuance costs (c)
|
|
|
|
4,476
|
|
|
2,057
|
|
|
2,193
|
|
|||
Less: Current maturities (d)
|
|
|
|
38,379
|
|
|
13,354
|
|
|
13,340
|
|
|||
Long-term debt
|
|
|
|
$
|
1,216,721
|
|
|
$
|
686,909
|
|
|
$
|
680,002
|
|
(a)
|
On
October 14, 2016
, in order to finance the cash portion of the consideration and payment of associated fees and expenses of the Whistler Blackcomb acquisition (see Note 5, Acquisitions), the Company’s wholly owned subsidiary, Vail Holdings, Inc., entered into the Second Amendment to the Seventh Amended and Restated Credit Agreement, dated as of May 1, 2015 (the “Vail Holdings Credit Agreement”), with Bank of America, N.A., as administrative agent, and other lenders names therein, through which such lenders provided an additional
$509.4 million
in incremental term loans and agreed, on behalf of all lenders, to extend the maturity date for the outstanding term loans and revolver facility under the Vail Holdings Credit Agreement to
October 14, 2021
(the “Amendment”). The Vail Holdings Credit Agreement, as amended by the Amendment, consists of a
$400.0 million
revolving credit facility and a term loan facility in the amount of
$750.0 million
. The other material terms of the Vail Holdings Credit Agreement, including those disclosed in the Company’s Annual Report on Form 10-K filed on September 26, 2016, were not altered by the Amendment. Borrowings under the Vail Holdings Credit Agreement, including the term loan facility, bear interest at approximately
2.70%
, as of January 31, 2017, and interest payments are due monthly. Additionally,
the term loan facility is subject to quarterly principal payments of approximately $9.4 million, which began on January 31, 2017. Final payment of the remaining amount outstanding plus accrued and unpaid interest is due upon maturity in October 2021.
|
(b)
|
The WB Partnerships (as defined in Note 5, Acquisitions) are party to a credit agreement, dated as of
November 12, 2013
(as amended, the “Whistler Credit Agreement”), by and among Whistler Mountain Resort Limited Partnership (“Whistler LP”), Blackcomb Skiing Enterprises Limited Partnership (“Blackcomb LP”), certain subsidiaries of Whistler LP and Blackcomb LP party thereto as guarantors (the “Whistler Subsidiary Guarantors”), the financial institutions party thereto as lenders and The Toronto-Dominion Bank, as administrative agent. The Whistler Credit Agreement consists of a
C$300.0 million
revolving credit facility which matures on
November 12, 2021
. The WB Partnerships’ obligations under the Whistler Credit Agreement are guaranteed by the Whistler Subsidiary Guarantors and are collateralized by a pledge of the capital stock of the Whistler Subsidiary Guarantors and a pledge of substantially all of the assets of Whistler LP, Blackcomb LP and the Whistler Subsidiary Guarantors. In addition, pursuant to the terms of the Whistler Credit Agreement, the WB Partnerships have the ability to increase the commitment amount by up to
C$75.0 million
subject to lender approval.
Borrowings under the Whistler Credit Agreement are available in Canadian or U.S. dollars and bear interest annually, subject to an applicable margin based on the WB Partnerships’ Consolidated Total Leverage Ratio (as defined in the Whistler Credit Agreement), with pricing as of January 31, 2017, in the case of borrowings (i) in Canadian dollars, at the WB Partnerships’ option, either (a) at the Canadian Prime Rate plus 1.0% per annum or (b) by way of the issuance of bankers’ acceptances at a stamping fee of 2.00% per annum; and (ii) in U.S. dollars, at the WB Partnerships option, either at (a) the
|
(c)
|
The Company adopted ASU 2015-03 and ASU 2015-15 as of July 31, 2016 which alters the presentation of debt issuance costs. As a result, approximately
$2.2 million
of debt issuance costs have been reclassified to Long-term debt as of January 31, 2016.
|
(d)
|
Current maturities represent principal payments due in the next 12 months.
|
|
Total
|
||
2017 (February 2017 through July 2017)
|
$
|
19,051
|
|
2018
|
38,397
|
|
|
2019
|
38,455
|
|
|
2020
|
38,516
|
|
|
2021
|
38,580
|
|
|
Thereafter
|
1,086,577
|
|
|
Total debt
|
$
|
1,259,576
|
|
5.
|
Acquisitions
|
(in thousands, except exchange ratio and share price amounts)
|
|
Acquisition Date Estimated Fair Value
|
||
Total Whistler Blackcomb shares acquired
|
|
38,500
|
|
|
Exchange ratio as of October 14, 2016
|
|
0.097294
|
|
|
Total Vail Resorts shares issued to Whistler Blackcomb shareholders
|
|
3,746
|
|
|
Vail Resorts closing share price on October 14, 2016
|
|
$
|
153.41
|
|
Total value of Vail Resorts shares issued
|
|
$
|
574,645
|
|
Total cash consideration paid at C$17.50 ($13.31 on October 17, 2016) per Whistler Blackcomb share
|
|
512,558
|
|
|
Total purchase consideration to Whistler Blackcomb shareholders
|
|
1,087,203
|
|
|
Estimated fair value of previously held investment in Whistler Blackcomb
|
|
4,308
|
|
|
Estimated fair value of Nippon Cable’s 25% interest in Whistler Blackcomb
|
|
182,579
|
|
|
Total estimated purchase consideration
|
|
$
|
1,274,090
|
|
|
|
|
||
Allocation of total estimated purchase consideration:
|
|
|
||
Estimated fair values of assets acquired:
|
|
|
||
Current assets
|
|
$
|
37,567
|
|
Property, plant and equipment
|
|
332,609
|
|
|
Real estate held for sale and investment
|
|
8,216
|
|
|
Goodwill
|
|
956,086
|
|
|
Identifiable intangibles
|
|
152,035
|
|
|
Deferred income taxes, net
|
|
7,861
|
|
|
Other assets
|
|
1,907
|
|
|
Current liabilities
|
|
(74,108
|
)
|
|
Assumed long-term debt
|
|
(144,922
|
)
|
|
Other long-term liabilities
|
|
(3,161
|
)
|
|
Net assets acquired
|
|
$
|
1,274,090
|
|
|
Estimated Fair Value
|
|
Weighted Average Amortization Period
|
||
|
($ in thousands)
|
|
(in years)
(1)
|
||
Trademarks and trade names
|
$
|
139,977
|
|
|
n/a
|
Season pass holder relationships
|
7,950
|
|
|
5
|
|
Property management contracts
|
4,108
|
|
|
n/a
|
|
Total acquired identifiable intangible assets
|
$
|
152,035
|
|
|
|
|
|
Three Months Ended
January 31, 2016
|
|||
Pro forma net revenue
|
|
$
|
683,902
|
|
|
Pro forma net income attributable to Vail Resorts, Inc.
|
|
$
|
133,014
|
|
|
Pro forma basic net income per share attributable to Vail Resorts, Inc.
|
|
$
|
3.33
|
|
|
Pro forma diluted net income per share attributable to Vail Resorts, Inc.
|
|
$
|
3.24
|
|
|
|
Six Months Ended January 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Pro forma net revenue
|
|
$
|
926,127
|
|
|
$
|
879,352
|
|
Pro forma net income attributable to Vail Resorts, Inc.
|
|
$
|
85,126
|
|
|
$
|
64,123
|
|
Pro forma basic net income per share attributable to Vail Resorts, Inc.
|
|
$
|
2.13
|
|
|
$
|
1.60
|
|
Pro forma diluted net income per share attributable to Vail Resorts, Inc.
|
|
$
|
2.07
|
|
|
$
|
1.56
|
|
6.
|
Supplementary Balance Sheet Information
|
|
|
January 31, 2017
|
|
July 31, 2016
|
|
January 31, 2016
|
||||||
Land and land improvements
|
|
$
|
535,577
|
|
|
$
|
440,300
|
|
|
$
|
438,373
|
|
Buildings and building improvements
|
|
1,180,941
|
|
|
1,025,515
|
|
|
1,024,065
|
|
|||
Machinery and equipment
|
|
997,225
|
|
|
866,008
|
|
|
873,045
|
|
|||
Furniture and fixtures
|
|
302,446
|
|
|
284,959
|
|
|
302,077
|
|
|||
Software
|
|
114,750
|
|
|
103,754
|
|
|
111,118
|
|
|||
Vehicles
|
|
69,723
|
|
|
58,159
|
|
|
62,093
|
|
|||
Construction in progress
|
|
23,704
|
|
|
39,396
|
|
|
24,767
|
|
|||
Gross property, plant and equipment
|
|
3,224,366
|
|
|
2,818,091
|
|
|
2,835,538
|
|
|||
Accumulated depreciation
|
|
(1,529,620
|
)
|
|
(1,454,277
|
)
|
|
(1,443,649
|
)
|
|||
Property, plant and equipment, net
|
|
$
|
1,694,746
|
|
|
$
|
1,363,814
|
|
|
$
|
1,391,889
|
|
|
|
January 31, 2017
|
|
July 31, 2016
|
|
January 31, 2016
|
||||||
Trade payables
|
|
$
|
88,814
|
|
|
$
|
72,658
|
|
|
$
|
82,913
|
|
Deferred revenue
|
|
259,212
|
|
|
182,506
|
|
|
190,976
|
|
|||
Accrued salaries, wages and deferred compensation
|
|
50,923
|
|
|
43,086
|
|
|
43,916
|
|
|||
Accrued benefits
|
|
32,269
|
|
|
29,175
|
|
|
26,199
|
|
|||
Deposits
|
|
42,024
|
|
|
23,307
|
|
|
36,995
|
|
|||
Other liabilities
|
|
68,093
|
|
|
46,756
|
|
|
66,771
|
|
|||
Total accounts payable and accrued liabilities
|
|
$
|
541,335
|
|
|
$
|
397,488
|
|
|
$
|
447,770
|
|
|
|
January 31, 2017
|
|
July 31, 2016
|
|
January 31, 2016
|
||||||
Private club deferred initiation fee revenue
|
|
$
|
120,659
|
|
|
$
|
121,750
|
|
|
$
|
123,886
|
|
Unfavorable lease obligation, net
|
|
25,953
|
|
|
27,322
|
|
|
28,593
|
|
|||
Other long-term liabilities
|
|
125,323
|
|
|
121,096
|
|
|
100,127
|
|
|||
Total other long-term liabilities
|
|
$
|
271,935
|
|
|
$
|
270,168
|
|
|
$
|
252,606
|
|
|
|
Mountain
|
|
Lodging
|
|
Goodwill, net
|
||||||
Balance at July 31, 2016
|
|
$
|
441,138
|
|
|
$
|
67,899
|
|
|
$
|
509,037
|
|
Whistler Blackcomb acquisition
|
|
956,086
|
|
|
—
|
|
|
956,086
|
|
|||
Effects of changes in foreign currency exchange rates
|
|
4,633
|
|
|
—
|
|
|
4,633
|
|
|||
Balance at January 31, 2017
|
|
$
|
1,401,857
|
|
|
$
|
67,899
|
|
|
$
|
1,469,756
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Estimated Fair Value Measurement as of January 31, 2017
|
||||||||||||||
Description
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Money Market
|
|
$
|
3,003
|
|
|
$
|
3,003
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial Paper
|
|
$
|
2,401
|
|
|
$
|
—
|
|
|
$
|
2,401
|
|
|
$
|
—
|
|
Certificates of Deposit
|
|
$
|
2,626
|
|
|
$
|
—
|
|
|
$
|
2,626
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Contingent Consideration
|
|
$
|
11,700
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,700
|
|
Interest Rate Swap
|
|
$
|
1,060
|
|
|
$
|
—
|
|
|
$
|
1,060
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Estimated Fair Value Measurement as of July 31, 2016
|
||||||||||||||
Description
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Commercial Paper
|
|
$
|
2,401
|
|
|
$
|
—
|
|
|
$
|
2,401
|
|
|
$
|
—
|
|
Certificates of Deposit
|
|
$
|
2,403
|
|
|
$
|
—
|
|
|
$
|
2,403
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Contingent Consideration
|
|
$
|
11,100
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,100
|
|
|
|
|
||||||||||||||
|
|
Estimated Fair Value Measurement as of January 31, 2016
|
||||||||||||||
Description
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Commercial Paper
|
|
$
|
2,401
|
|
|
$
|
—
|
|
|
$
|
2,401
|
|
|
$
|
—
|
|
Certificates of Deposit
|
|
$
|
2,401
|
|
|
$
|
—
|
|
|
$
|
2,401
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Contingent Consideration
|
|
$
|
6,900
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,900
|
|
|
|
|
|
|
||||
Balance as of July 31, 2016 and 2015, respectively
|
|
$
|
11,100
|
|
|
$
|
6,900
|
|
Change in estimated fair value
|
|
600
|
|
|
—
|
|
||
Balance as of January 31, 2017 and 2016, respectively
|
|
$
|
11,700
|
|
|
$
|
6,900
|
|
|
Three Months Ended January 31,
|
|
Six Months Ended January 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net revenue:
|
|
|
|
|
|
|
|
||||||||
Lift
|
$
|
358,251
|
|
|
$
|
287,685
|
|
|
$
|
379,677
|
|
|
$
|
307,838
|
|
Ski school
|
78,119
|
|
|
62,040
|
|
|
81,970
|
|
|
65,424
|
|
||||
Dining
|
54,366
|
|
|
44,738
|
|
|
67,734
|
|
|
57,093
|
|
||||
Retail/rental
|
123,233
|
|
|
102,975
|
|
|
159,712
|
|
|
135,364
|
|
||||
Other
|
40,130
|
|
|
35,434
|
|
|
75,773
|
|
|
68,086
|
|
||||
Total Mountain net revenue
|
654,099
|
|
|
532,872
|
|
|
764,866
|
|
|
633,805
|
|
||||
Lodging
|
65,884
|
|
|
62,807
|
|
|
133,286
|
|
|
127,093
|
|
||||
Total Resort net revenue
|
719,983
|
|
|
595,679
|
|
|
898,152
|
|
|
760,898
|
|
||||
Real estate
|
5,215
|
|
|
3,684
|
|
|
5,311
|
|
|
13,032
|
|
||||
Total net revenue
|
$
|
725,198
|
|
|
$
|
599,363
|
|
|
$
|
903,463
|
|
|
$
|
773,930
|
|
Operating expense:
|
|
|
|
|
|
|
|
||||||||
Mountain
|
$
|
355,239
|
|
|
$
|
296,256
|
|
|
$
|
523,492
|
|
|
$
|
447,414
|
|
Lodging
|
59,683
|
|
|
57,311
|
|
|
123,763
|
|
|
118,748
|
|
||||
Total Resort operating expense
|
414,922
|
|
|
353,567
|
|
|
647,255
|
|
|
566,162
|
|
||||
Real estate
|
5,841
|
|
|
4,617
|
|
|
7,326
|
|
|
13,958
|
|
||||
Total segment operating expense
|
$
|
420,763
|
|
|
$
|
358,184
|
|
|
$
|
654,581
|
|
|
$
|
580,120
|
|
|
|
|
|
|
|
|
|
||||||||
Gain on sale of real property
|
$
|
—
|
|
|
$
|
632
|
|
|
$
|
6,466
|
|
|
$
|
1,791
|
|
Mountain equity investment income (loss), net
|
$
|
157
|
|
|
$
|
(61
|
)
|
|
$
|
989
|
|
|
$
|
781
|
|
Reported EBITDA:
|
|
|
|
|
|
|
|
||||||||
Mountain
|
$
|
299,017
|
|
|
$
|
236,555
|
|
|
$
|
242,363
|
|
|
$
|
187,172
|
|
Lodging
|
6,201
|
|
|
5,496
|
|
|
9,523
|
|
|
8,345
|
|
||||
Resort
|
305,218
|
|
|
242,051
|
|
|
251,886
|
|
|
195,517
|
|
||||
Real estate
|
(626
|
)
|
|
(301
|
)
|
|
4,451
|
|
|
865
|
|
||||
Total Reported EBITDA
|
$
|
304,592
|
|
|
$
|
241,750
|
|
|
$
|
256,337
|
|
|
$
|
196,382
|
|
|
|
|
|
|
|
|
|
||||||||
Real estate held for sale and investment
|
$
|
112,633
|
|
|
$
|
117,999
|
|
|
$
|
112,633
|
|
|
$
|
117,999
|
|
|
|
|
|
|
|
|
|
||||||||
Reconciliation to net income attributable to Vail Resorts, Inc.:
|
|
|
|
|
|
|
|
||||||||
Total Reported EBITDA
|
$
|
304,592
|
|
|
$
|
241,750
|
|
|
$
|
256,337
|
|
|
$
|
196,382
|
|
Depreciation and amortization
|
(49,626
|
)
|
|
(40,541
|
)
|
|
(90,207
|
)
|
|
(79,241
|
)
|
||||
Change in estimated fair value of contingent consideration
|
(300
|
)
|
|
—
|
|
|
(600
|
)
|
|
—
|
|
||||
Loss on disposal of fixed assets and other, net
|
(2,231
|
)
|
|
(1,206
|
)
|
|
(2,781
|
)
|
|
(2,985
|
)
|
||||
Investment income and other, net
|
1,148
|
|
|
161
|
|
|
5,671
|
|
|
359
|
|
||||
Interest expense and other, net
|
(9,048
|
)
|
|
(10,910
|
)
|
|
(21,012
|
)
|
|
(21,505
|
)
|
||||
Income before provision for income taxes
|
244,535
|
|
|
189,254
|
|
|
147,408
|
|
|
93,010
|
|
||||
Provision for income taxes
|
(84,807
|
)
|
|
(72,383
|
)
|
|
(51,298
|
)
|
|
(35,809
|
)
|
||||
Net income
|
159,728
|
|
|
116,871
|
|
|
96,110
|
|
|
57,201
|
|
||||
Net (income) loss attributable to noncontrolling interests
|
(10,549
|
)
|
|
111
|
|
|
(9,518
|
)
|
|
194
|
|
||||
Net income attributable to Vail Resorts, Inc.
|
$
|
149,179
|
|
|
$
|
116,982
|
|
|
$
|
86,592
|
|
|
$
|
57,395
|
|
Mountain Resorts:
|
|
Location:
|
|
1.
|
Vail Mountain
|
|
Colorado
|
2.
|
Breckenridge
|
|
Colorado
|
3.
|
Keystone
|
|
Colorado
|
4.
|
Beaver Creek
|
|
Colorado
|
5.
|
Park City Mountain Resort (“Park City”)
|
|
Utah
|
6.
|
Heavenly
|
|
Lake Tahoe area of Nevada and California
|
7.
|
Northstar
|
|
Lake Tahoe area of California
|
8.
|
Kirkwood
|
|
Lake Tahoe area of California
|
9.
|
Perisher Ski Resort (“Perisher”)
|
|
New South Wales, Australia
|
10.
|
Whistler Blackcomb Resort (“Whistler Blackcomb”)
|
|
British Columbia, Canada
|
Urban Ski Areas (“Urban”):
|
|
Location:
|
|
1.
|
Wilmot Mountain (“Wilmot”)
|
|
Wisconsin
|
2.
|
Afton Alps
|
|
Minnesota
|
3.
|
Mount Brighton
|
|
Michigan
|
•
|
The timing and amount of snowfall can have an impact on Mountain and Lodging revenue particularly in regards to skier visits and the duration and frequency of guest visitation. To help mitigate this impact, we sell a variety of pass products prior to the beginning of the ski season resulting in a more stabilized stream of lift revenue. Additionally, our pass products provide a compelling value proposition to our guests, which in turn create a guest commitment predominately prior to the start of the ski season. During fiscal year 2016, pass revenue represented approximately 40% of total lift revenue. During the first half of the 2016/2017 U.S. ski season, snowfall prior to the holiday period was significantly lower than the historical average, which had a negative impact on visitation to our U.S. resorts for the three months ended January 31, 2017. Snowfall trends have returned to or are above historical levels at our U.S. ski resorts as of January 31, 2017, but we cannot predict the degree to which these snowfall trends will continue, or if snowfall patterns will continue at historical levels in future periods. For the 2016/2017 ski season compared to the 2015/2016 ski season, pass revenue increased approximately $46.2 million, or 35.2%, for the three months ended January 31, 2017 compared to the same period in the prior year, of which $17.3 was incremental revenue attributable to Whistler Blackcomb. Additionally, deferred revenue related to North American pass sales (including Whistler Blackcomb) was $162.0 million as of January 31, 2017 (compared to $124.1 million as of January 31, 2016), which will be almost entirely recognized as lift revenue during our third fiscal quarter ending April 30, 2017.
|
•
|
On October 17, 2016, the Company, through its wholly-owned Canadian subsidiary (“Exchangeco”), acquired all of the outstanding common shares of Whistler Blackcomb, for an aggregate purchase consideration paid to Whistler Blackcomb shareholders of approximately $1.09 billion, consisting of (i) approximately C$673.8 million in cash (or C$17.50 per Whistler Blackcomb share), (ii) 3,327,719 shares of our common stock, and (iii) 418,095 shares of Exchangeco (the “Exchangeco Shares”). The cash purchase consideration portion was funded through borrowing from an incremental term loan under our Seventh Amended and Restated Credit Agreement (the “Vail Holdings Credit Agreement”). Whistler Blackcomb, through a 75% ownership interest in Whistler Mountain Resort Limited Partnership and a 75% ownership interest in Blackcomb Skiing Enterprises Limited Partnership, collectively (the “WB Partnerships”), operates a four season mountain resort that features two adjacent and integrated mountains, Whistler Mountain and Blackcomb Mountain. The remaining 25% ownership interest in each of the WB Partnerships is held by Nippon Cable, an unrelated party to Vail Resorts. We expect that Whistler Blackcomb will significantly contribute to our results of operations; however, we cannot predict whether we will realize all of the expected synergies from the combination of the operations of Whistler Blackcomb nor can we predict all the resources required to integrate Whistler Blackcomb operations and the ultimate impact Whistler Blackcomb will have on our future results of operations.
|
•
|
Key U.S. economic indicators have remained steady in 2017, including strong consumer confidence and declines in the unemployment rate. However, the growth in the U.S. economy may be impacted by economic challenges in the U.S. or declining or slowing growth in economies outside of the U.S., accompanied by devaluation of currencies and lower commodity prices. Given these economic uncertainties, we cannot predict what the impact will be on overall travel and leisure spending or more specifically, on our guest visitation, guest spending or other related trends for the remainder of the 2016/2017 North American ski season.
|
•
|
On February 17, 2017, the Company entered into a purchase agreement to acquire Stowe Mountain Resort (“Stowe”) from Mt. Mansfield Company, Inc., a wholly-owned subsidiary of American International Group, Inc., for a cash purchase price of $50.0 million, subject to certain adjustments as provided in the purchase agreement. The Company expects to fund the cash purchase price through cash on-hand and/or borrowing under the revolver portion of its Vail Holdings Credit Agreement. This transaction is subject to Vermont administrative review. Upon closing of the transaction, we expect that Stowe will positively contribute to our results of operations; however, we cannot predict whether we will realize all of the synergies expected from the operations of Stowe and the ultimate impact Stowe will have on our future results of operations.
|
•
|
As of January 31, 2017, we had $326.4 million available under the revolver component of our Vail Holdings Credit Agreement (which represents the total commitment of $400.0 million less certain letters of credit outstanding of $73.6 million). Additionally, we amended our Vail Holdings Credit Agreement to provide for an incremental term loan of $509.4 million, for a total term loan amount outstanding of $750.0 million, to fund the cash portion of the Whistler Blackcomb acquisition. Also, we assumed in the Whistler Blackcomb acquisition a credit facility which supports the liquidity needs of Whistler Blackcomb (the “Whistler Credit Agreement”). As of January 31, 2017, we had C$129.4 million ($98.9 million) available under the revolver component of the Whistler Credit Agreement (which represents the total commitment of C$300.0 million ($229.4 million) less outstanding borrowings of C$170.0 million ($130.0 million) and a letter of credit outstanding of C$0.6 million ($0.5 million)).
|
•
|
Real Estate Reported EBITDA is highly dependent on, among other things, the timing of closings on condominium units available for sale and the sale of land parcels to third-party developers, which determines when revenue and associated cost of sales and gain (loss) on sale of real property 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 January 31, 2017, we had three units (of which two units sold subsequent to January 31, 2017) at The Ritz-Carlton Residences, Vail available for sale with a remaining book value of approximately $9.1 million. We currently anticipate the selling process for the remaining Ritz-Carlton Residences, Vail units to be completed by the end of fiscal 2017.
|
|
|
Three Months Ended January 31,
|
|
Six Months Ended January 31,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Mountain Reported EBITDA
|
|
$
|
299,017
|
|
|
$
|
236,555
|
|
|
$
|
242,363
|
|
|
$
|
187,172
|
|
Lodging Reported EBITDA
|
|
6,201
|
|
|
5,496
|
|
|
9,523
|
|
|
8,345
|
|
||||
Resort Reported EBITDA
|
|
$
|
305,218
|
|
|
$
|
242,051
|
|
|
$
|
251,886
|
|
|
$
|
195,517
|
|
Real Estate Reported EBITDA
|
|
$
|
(626
|
)
|
|
$
|
(301
|
)
|
|
$
|
4,451
|
|
|
$
|
865
|
|
Income before provision for income taxes
|
|
$
|
244,535
|
|
|
$
|
189,254
|
|
|
$
|
147,408
|
|
|
$
|
93,010
|
|
Net income attributable to Vail Resorts, Inc.
|
|
$
|
149,179
|
|
|
$
|
116,982
|
|
|
$
|
86,592
|
|
|
$
|
57,395
|
|
|
|
Three Months Ended January 31,
|
|
Percentage
Increase
(Decrease)
|
|||||||
|
|
2017
|
|
2016
|
|
||||||
Net Mountain revenue:
|
|
|
|
|
|
|
|||||
Lift
|
|
$
|
358,251
|
|
|
$
|
287,685
|
|
|
24.5
|
%
|
Ski school
|
|
78,119
|
|
|
62,040
|
|
|
25.9
|
%
|
||
Dining
|
|
54,366
|
|
|
44,738
|
|
|
21.5
|
%
|
||
Retail/rental
|
|
123,233
|
|
|
102,975
|
|
|
19.7
|
%
|
||
Other
|
|
40,130
|
|
|
35,434
|
|
|
13.3
|
%
|
||
Total Mountain net revenue
|
|
654,099
|
|
|
532,872
|
|
|
22.7
|
%
|
||
Mountain operating expense:
|
|
|
|
|
|
|
|||||
Labor and labor-related benefits
|
|
136,531
|
|
|
114,794
|
|
|
18.9
|
%
|
||
Retail cost of sales
|
|
44,984
|
|
|
38,262
|
|
|
17.6
|
%
|
||
Resort related fees
|
|
34,722
|
|
|
28,452
|
|
|
22.0
|
%
|
||
General and administrative
|
|
60,470
|
|
|
50,030
|
|
|
20.9
|
%
|
||
Other
|
|
78,532
|
|
|
64,718
|
|
|
21.3
|
%
|
||
Total Mountain operating expense
|
|
355,239
|
|
|
296,256
|
|
|
19.9
|
%
|
||
Mountain equity investment income (loss), net
|
|
157
|
|
|
(61
|
)
|
|
357.4
|
%
|
||
Mountain Reported EBITDA
|
|
$
|
299,017
|
|
|
$
|
236,555
|
|
|
26.4
|
%
|
|
|
|
|
|
|
|
|||||
Total skier visits
|
|
5,299
|
|
|
4,581
|
|
|
15.7
|
%
|
||
ETP
|
|
$
|
67.61
|
|
|
$
|
62.80
|
|
|
7.7
|
%
|
|
|
Six Months Ended January 31,
|
|
Percentage
Increase
(Decrease)
|
|||||||
|
|
2017
|
|
2016
|
|
||||||
Net Mountain revenue:
|
|
|
|
|
|
|
|||||
Lift
|
|
$
|
379,677
|
|
|
$
|
307,838
|
|
|
23.3
|
%
|
Ski school
|
|
81,970
|
|
|
65,424
|
|
|
25.3
|
%
|
||
Dining
|
|
67,734
|
|
|
57,093
|
|
|
18.6
|
%
|
||
Retail/rental
|
|
159,712
|
|
|
135,364
|
|
|
18.0
|
%
|
||
Other
|
|
75,773
|
|
|
68,086
|
|
|
11.3
|
%
|
||
Total Mountain net revenue
|
|
764,866
|
|
|
633,805
|
|
|
20.7
|
%
|
||
Mountain operating expense:
|
|
|
|
|
|
|
|||||
Labor and labor-related benefits
|
|
194,213
|
|
|
166,593
|
|
|
16.6
|
%
|
||
Retail cost of sales
|
|
63,388
|
|
|
54,741
|
|
|
15.8
|
%
|
||
Resort related fees
|
|
37,066
|
|
|
30,344
|
|
|
22.2
|
%
|
||
General and administrative
|
|
102,454
|
|
|
88,629
|
|
|
15.6
|
%
|
||
Other
|
|
126,371
|
|
|
107,107
|
|
|
18.0
|
%
|
||
Total Mountain operating expense
|
|
523,492
|
|
|
447,414
|
|
|
17.0
|
%
|
||
Mountain equity investment income, net
|
|
989
|
|
|
781
|
|
|
26.6
|
%
|
||
Mountain Reported EBITDA
|
|
$
|
242,363
|
|
|
$
|
187,172
|
|
|
29.5
|
%
|
|
|
|
|
|
|
|
|||||
Total skier visits
|
|
5,728
|
|
|
5,016
|
|
|
14.2
|
%
|
||
ETP
|
|
$
|
66.28
|
|
|
$
|
61.37
|
|
|
8.0
|
%
|
|
|
Three Months Ended January 31,
|
|
Percentage
Increase
(Decrease)
|
|||||||
|
|
2017
|
|
2016
|
|
||||||
Lodging net revenue:
|
|
|
|
|
|
|
|||||
Owned hotel rooms
|
|
$
|
12,002
|
|
|
$
|
12,045
|
|
|
(0.4
|
)%
|
Managed condominium rooms
|
|
22,989
|
|
|
21,063
|
|
|
9.1
|
%
|
||
Dining
|
|
8,723
|
|
|
8,841
|
|
|
(1.3
|
)%
|
||
Transportation
|
|
8,344
|
|
|
8,293
|
|
|
0.6
|
%
|
||
Other
|
|
9,976
|
|
|
9,425
|
|
|
5.8
|
%
|
||
|
|
62,034
|
|
|
59,667
|
|
|
4.0
|
%
|
||
Payroll cost reimbursements
|
|
3,850
|
|
|
3,140
|
|
|
22.6
|
%
|
||
Total Lodging net revenue
|
|
65,884
|
|
|
62,807
|
|
|
4.9
|
%
|
||
Lodging operating expense:
|
|
|
|
|
|
|
|||||
Labor and labor-related benefits
|
|
27,434
|
|
|
27,026
|
|
|
1.5
|
%
|
||
General and administrative
|
|
10,748
|
|
|
9,410
|
|
|
14.2
|
%
|
||
Other
|
|
17,651
|
|
|
17,735
|
|
|
(0.5
|
)%
|
||
|
|
55,833
|
|
|
54,171
|
|
|
3.1
|
%
|
||
Reimbursed payroll costs
|
|
3,850
|
|
|
3,140
|
|
|
22.6
|
%
|
||
Total Lodging operating expense
|
|
59,683
|
|
|
57,311
|
|
|
4.1
|
%
|
||
Lodging Reported EBITDA
|
|
$
|
6,201
|
|
|
$
|
5,496
|
|
|
12.8
|
%
|
|
|
|
|
|
|
|
|||||
Owned hotel statistics:
|
|
|
|
|
|
|
|||||
ADR
|
|
$
|
289.03
|
|
|
$
|
255.44
|
|
|
13.1
|
%
|
RevPAR
|
|
$
|
181.82
|
|
|
$
|
161.66
|
|
|
12.5
|
%
|
Managed condominium statistics:
|
|
|
|
|
|
|
|||||
ADR
|
|
$
|
442.05
|
|
|
$
|
403.76
|
|
|
9.5
|
%
|
RevPAR
|
|
$
|
167.14
|
|
|
$
|
159.75
|
|
|
4.6
|
%
|
Owned hotel and managed condominium statistics (combined):
|
|
|
|
|
|
|
|||||
ADR
|
|
$
|
395.58
|
|
|
$
|
353.96
|
|
|
11.8
|
%
|
RevPAR
|
|
$
|
170.19
|
|
|
$
|
160.21
|
|
|
6.2
|
%
|
|
|
Six Months Ended January 31,
|
|
Percentage
Increase
(Decrease)
|
|||||||
|
|
2017
|
|
2016
|
|
||||||
Lodging net revenue:
|
|
|
|
|
|
|
|||||
Owned hotel rooms
|
|
$
|
30,065
|
|
|
$
|
29,351
|
|
|
2.4
|
%
|
Managed condominium rooms
|
|
31,510
|
|
|
29,310
|
|
|
7.5
|
%
|
||
Dining
|
|
24,060
|
|
|
23,882
|
|
|
0.7
|
%
|
||
Transportation
|
|
10,817
|
|
|
10,613
|
|
|
1.9
|
%
|
||
Golf
|
|
8,729
|
|
|
8,502
|
|
|
2.7
|
%
|
||
Other
|
|
21,178
|
|
|
19,595
|
|
|
8.1
|
%
|
||
|
|
126,359
|
|
|
121,253
|
|
|
4.2
|
%
|
||
Payroll cost reimbursements
|
|
6,927
|
|
|
5,840
|
|
|
18.6
|
%
|
||
Total Lodging net revenue
|
|
133,286
|
|
|
127,093
|
|
|
4.9
|
%
|
||
Lodging operating expense:
|
|
|
|
|
|
|
|||||
Labor and labor-related benefits
|
|
57,311
|
|
|
55,721
|
|
|
2.9
|
%
|
||
General and administrative
|
|
19,512
|
|
|
17,379
|
|
|
12.3
|
%
|
||
Other
|
|
40,013
|
|
|
39,808
|
|
|
0.5
|
%
|
||
|
|
116,836
|
|
|
112,908
|
|
|
3.5
|
%
|
||
Reimbursed payroll costs
|
|
6,927
|
|
|
5,840
|
|
|
18.6
|
%
|
||
Total Lodging operating expense
|
|
123,763
|
|
|
118,748
|
|
|
4.2
|
%
|
||
Lodging Reported EBITDA
|
|
$
|
9,523
|
|
|
$
|
8,345
|
|
|
14.1
|
%
|
|
|
|
|
|
|
|
|||||
Owned hotel statistics:
|
|
|
|
|
|
|
|||||
ADR
|
|
$
|
240.20
|
|
|
$
|
219.94
|
|
|
9.2
|
%
|
RevPAR
|
|
$
|
157.56
|
|
|
$
|
143.94
|
|
|
9.5
|
%
|
Managed condominium statistics:
|
|
|
|
|
|
|
|||||
ADR
|
|
$
|
350.56
|
|
|
$
|
316.44
|
|
|
10.8
|
%
|
RevPAR
|
|
$
|
109.92
|
|
|
$
|
101.59
|
|
|
8.2
|
%
|
Owned hotel and managed condominium statistics (combined):
|
|
|
|
|
|
|
|||||
ADR
|
|
$
|
301.52
|
|
|
$
|
272.20
|
|
|
10.8
|
%
|
RevPAR
|
|
$
|
123.10
|
|
|
$
|
114.02
|
|
|
8.0
|
%
|
|
|
Three Months Ended
January 31, |
|
Percentage
Increase
(Decrease)
|
|||||||
|
|
2017
|
|
2016
|
|
||||||
Total Real Estate net revenue
|
|
$
|
5,215
|
|
|
$
|
3,684
|
|
|
41.6
|
%
|
Real Estate operating expense:
|
|
|
|
|
|
|
|||||
Cost of sales (including sales commission)
|
|
4,596
|
|
|
2,785
|
|
|
65.0
|
%
|
||
Other
|
|
1,245
|
|
|
1,832
|
|
|
(32.0
|
)%
|
||
Total Real Estate operating expense
|
|
5,841
|
|
|
4,617
|
|
|
26.5
|
%
|
||
Gain on sale of real property
|
|
—
|
|
|
632
|
|
|
(100.0
|
)%
|
||
Real Estate Reported EBITDA
|
|
$
|
(626
|
)
|
|
$
|
(301
|
)
|
|
108.0
|
%
|
|
|
Six Months Ended
January 31, |
|
Percentage
Increase
(Decrease)
|
|||||||
|
|
2017
|
|
2016
|
|
||||||
Total Real Estate net revenue
|
|
$
|
5,311
|
|
|
$
|
13,032
|
|
|
(59.2
|
)%
|
Real Estate operating expense:
|
|
|
|
|
|
|
|||||
Cost of sales (including sales commission)
|
|
4,596
|
|
|
10,551
|
|
|
(56.4
|
)%
|
||
Other
|
|
2,730
|
|
|
3,407
|
|
|
(19.9
|
)%
|
||
Total Real Estate operating expense
|
|
7,326
|
|
|
13,958
|
|
|
(47.5
|
)%
|
||
Gain on sale of real property
|
|
6,466
|
|
|
1,791
|
|
|
261.0
|
%
|
||
Real Estate Reported EBITDA
|
|
$
|
4,451
|
|
|
$
|
865
|
|
|
414.6
|
%
|
|
Three Months Ended January 31,
|
|
Six Months Ended January 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Mountain Reported EBITDA
|
$
|
299,017
|
|
|
$
|
236,555
|
|
|
$
|
242,363
|
|
|
$
|
187,172
|
|
Lodging Reported EBITDA
|
6,201
|
|
|
5,496
|
|
|
9,523
|
|
|
8,345
|
|
||||
Resort Reported EBITDA
|
305,218
|
|
|
242,051
|
|
|
251,886
|
|
|
195,517
|
|
||||
Real Estate Reported EBITDA
|
(626
|
)
|
|
(301
|
)
|
|
4,451
|
|
|
865
|
|
||||
Total Reported EBITDA
|
304,592
|
|
|
241,750
|
|
|
256,337
|
|
|
196,382
|
|
||||
Depreciation and amortization
|
(49,626
|
)
|
|
(40,541
|
)
|
|
(90,207
|
)
|
|
(79,241
|
)
|
||||
Loss on disposal of fixed assets and other, net
|
(2,231
|
)
|
|
(1,206
|
)
|
|
(2,781
|
)
|
|
(2,985
|
)
|
||||
Change in estimated fair value of contingent consideration
|
(300
|
)
|
|
—
|
|
|
(600
|
)
|
|
—
|
|
||||
Investment income and other, net
|
1,148
|
|
|
161
|
|
|
5,671
|
|
|
359
|
|
||||
Interest expense and other, net
|
(9,048
|
)
|
|
(10,910
|
)
|
|
(21,012
|
)
|
|
(21,505
|
)
|
||||
Income before provision for income taxes
|
244,535
|
|
|
189,254
|
|
|
147,408
|
|
|
93,010
|
|
||||
Provision for income taxes
|
(84,807
|
)
|
|
(72,383
|
)
|
|
(51,298
|
)
|
|
(35,809
|
)
|
||||
Net income
|
159,728
|
|
|
116,871
|
|
|
96,110
|
|
|
57,201
|
|
||||
Net (income) loss attributable to noncontrolling interests
|
(10,549
|
)
|
|
111
|
|
|
(9,518
|
)
|
|
194
|
|
||||
Net income attributable to Vail Resorts, Inc.
|
$
|
149,179
|
|
|
$
|
116,982
|
|
|
$
|
86,592
|
|
|
$
|
57,395
|
|
|
|
January 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Long-term debt
|
|
$
|
1,216,721
|
|
|
$
|
680,002
|
|
Long-term debt due within one year
|
|
38,379
|
|
|
13,340
|
|
||
Total debt
|
|
1,255,100
|
|
|
693,342
|
|
||
Less: cash and cash equivalents
|
|
140,909
|
|
|
45,368
|
|
||
Net Debt
|
|
$
|
1,114,191
|
|
|
$
|
647,974
|
|
•
|
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 and changing consumer preferences;
|
•
|
the seasonality of our business combined with adverse events that occur during our peak operating periods;
|
•
|
competition in our mountain and lodging businesses;
|
•
|
high fixed cost structure of our business;
|
•
|
our ability to fund resort capital expenditures;
|
•
|
our reliance on government permits or approvals for our use of public land or to make operational and capital improvements;
|
•
|
risks related to a disruption in our water supply that would impact our snowmaking capabilities;
|
•
|
risks related to federal, state, local and foreign government laws, rules and regulations;
|
•
|
risks related to our reliance on information technology, including our failure to maintain the integrity of our customer or employee data;
|
•
|
adverse consequences of current or future legal claims;
|
•
|
a deterioration in the quality or reputation of our brands, including our ability to protect our intellectual property and the risk of accidents at our mountain resorts;
|
•
|
our ability to 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 that acquired businesses may fail to perform in accordance with expectations, including Whistler Blackcomb, Stowe Mountain Resort or future acquisitions;
|
•
|
our ability to realize anticipated financial benefits from Park City;
|
•
|
our ability to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, with respect to acquired businesses;
|
•
|
risks associated with international operations;
|
•
|
fluctuations in foreign currency exchange rates, particularly the Canadian dollar and Australian dollar;
|
•
|
changes in accounting estimates and judgments, accounting principles, policies or guidelines; and
|
•
|
a materially adverse change in our financial condition.
|
|
Six Months Ended January 31,
|
||||||
|
2017
|
|
2016
|
||||
Foreign currency translation adjustments, net of tax
|
$
|
1,238
|
|
|
$
|
(2,794
|
)
|
Period
|
Total Number of Shares Purchased
|
Average Price Paid per Share
|
Total Number of Shares Purchased as Part of Publicity Announced Plans or Programs (1)
|
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1)
|
|||||
November 1, 2016 - November 30, 2016
|
—
|
|
$
|
—
|
|
—
|
|
2,065,023
|
|
December 1, 2016 - December 31, 2016
|
1,317
|
|
159.89
|
|
1,317
|
|
2,063,706
|
|
|
January 1, 2017 - January 31 , 2017
|
—
|
|
—
|
|
—
|
|
2,063,706
|
|
|
Total
|
1,317
|
|
$
|
159.89
|
|
1,317
|
|
2,063,706
|
|
Exhibit
Number
|
Description
|
|
|
10.1
|
Third Amending Agreement, dated as of February 10, 2017, among Whistler Mountain Resort Limited Partnership and Blackcomb Skiing Enterprises Limited Partnership, as borrowers, the Guarantors Party thereto, and The Toronto-Dominion Bank, as administrative agent, on its own behalf and on behalf of the Lenders.
|
|
|
31.1
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
31.2
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
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.
|
|
|
101
|
The following information from the Company’s Quarterly Report on Form 10-Q for the three and six months ended January 31, 2017 formatted in eXtensible Business Reporting Language: (i) Unaudited Consolidated Condensed Balance Sheets as of January 31, 2017, July 31, 2016, and January 31, 2016; (ii) Unaudited Consolidated Condensed Statements of Operations for the three and six months ended January 31, 2017 and 2016; (iii) Unaudited Consolidated Condensed Statements of Comprehensive Income for the three and six months ended January 31, 2017 and 2016; (iv) Unaudited Consolidated Condensed Statements of Stockholders’ Equity for the six months ended January 31, 2017 and 2016; (v) Unaudited Consolidated Condensed Statements of Cash Flows for the six months ended January 31, 2017 and 2016; and (vi) Notes to the Consolidated Condensed Financial Statements.
|
|
|
Vail Resorts, Inc.
|
|
|
|
Date: March 10, 2017
|
By:
|
/s/ Michael Z. Barkin
|
|
|
Michael Z. Barkin
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
Date: March 10, 2017
|
By:
|
/s/ Ryan H. Siurek
|
|
|
Ryan H. Siurek
|
|
|
Vice President, Controller and
Chief Accounting Officer
|
|
|
(Principal Accounting Officer)
|
2.1
|
Financial Reporting
|
3.1
|
Representations and Warranties
|
(a)
|
no Default or Event of Default has occurred and is continuing;
|
(b)
|
it has all requisite corporate, partnership or other power and authority to enter into and perform its obligations under this Agreement;
|
(c)
|
the execution, delivery and performance of this Agreement has been duly authorized by all corporate, partnership or other analogous actions required and this Agreement has been duly executed and delivered by it, and constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms, subject only to any limitations under Laws relating to (i) bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally; and (ii) general equitable principles including the discretion that a court may exercise in granting of equitable remedies; and
|
(d)
|
the execution and delivery of this Agreement and the performance of its obligations hereunder and compliance with the terms, conditions and provisions hereof, will not (i) conflict with or result in a breach of any of the material terms, conditions or provisions of (a) its partnership agreement or other constating documents, as applicable, or by‑laws, (b) any Law, (c) any Material Agreement or Material Permit, or (d) any judgment, injunction, determination or award which is binding on it; or (ii) result in, require or permit (x) the imposition of any Encumbrance in, on or with respect to the Assets now owned or hereafter acquired by it (other than pursuant to
|
4.1
|
Confirmation of Security Documents
|
(a)
|
is and shall remain in full force and effect in all respects, notwithstanding the amendments and supplements to the Credit Agreement made pursuant to this Agreement, and has not been amended, terminated, discharged or released;
|
(b)
|
constitutes a legal, valid and binding obligation of the undersigned, enforceable against the undersigned in accordance with its terms; and
|
(c)
|
shall, together with that portion of the Security constituted thereby, continue to exist and apply to all of the Guaranteed Obligations and other obligations of the undersigned including, without limitation, any and all obligations, liabilities and indebtedness of the undersigned pursuant to Accommodations or otherwise outstanding under the Credit Agreement and the other Credit Documents to which it is a party.
|
4.2
|
Nature of Acknowledgements
|
4.3
|
Further Assurances
|
(a)
|
the Administrative Agent shall have received copies of this Agreement duly executed by all parties hereto;
|
(b)
|
no Default or Event of Default shall have occurred and be continuing; and
|
(c)
|
all representations and warranties set out in the Credit Documents and this Agreement shall be true and correct as if made on and as of the date hereof except for those changes to the representations and warranties which have been disclosed to and accepted by the Administrative Agent and the Lenders pursuant to section 18.01 of the Credit Agreement and any representation and warranty which is stated to be made only as of a certain date (and then as of such date).
|
6.1
|
Benefits
|
6.2
|
References to the Credit Agreement
|
6.3
|
Governing Law
|
6.4
|
Credit Document
|
6.5
|
Limited Effect
|
6.6
|
Counterparts
|
|
|
WHISTLER MOUNTAIN RESORT LIMITED PARTNERSHIP
, by its general partner,
WHISTLER BLACKCOMB HOLDINGS INC.
, as Borrower
|
|
By:
|
/s/ Michael Barkin
|
||
|
Name: Michael Barkin
|
||
|
Title: Executive Vice President and Chief Financial Officer
|
||
|
|
||
|
|
BLACKCOMB SKIING ENTERPRISES LIMITED PARTNERSHIP
, by its general partner,
WHISTLER BLACKCOMB HOLDINGS INC.
, as Borrower
|
|
By:
|
/s/ Michael Barkin
|
||
|
Name: Michael Barkin
|
||
|
Title: Executive Vice President and Chief Financial Officer
|
||
|
|
|
|
THE TORONTO-DOMINION BANK
, as Administrative Agent, on its own behalf and on behalf of the Lenders
|
|
By:
|
/s/ Feroz Haq
|
||
|
Feroz Haq
|
||
|
Director, Loan Syndications - Agency
|
|
|
WHISTLER MOUNTAIN RESORT LIMITED PARTNERSHIP
, by its general partner,
WHISTLER BLACKCOMB HOLDINGS INC.
, as Guarantor
|
|
By:
|
/s/ Michael Barkin
|
||
|
Name: Michael Barkin
|
||
|
Title: Executive Vice President and Chief Financial Officer
|
||
|
|
|
|
BLACKCOMB SKIING ENTERPRISES LIMITED PARTNERSHIP
, by its general partner,
WHISTLER BLACKCOMB HOLDINGS INC.
, as Guarantor
|
|
By:
|
/s/ Michael Barkin
|
||
|
Name: Michael Barkin
|
||
|
Title: Executive Vice President and Chief Financial Officer
|
||
|
|
|
|
WHISTLER BLACKCOMB HOLDINGS INC.
, as Guarantor
|
|
By:
|
/s/ Michael Barkin
|
||
|
Name: Michael Barkin
|
||
|
Title: Executive Vice President and Chief Financial Officer
|
|
|
WHISTLER & BLACKCOMB MOUNTAIN RESORTS LIMITED
, as Guarantor
|
|
By:
|
/s/ Michael Barkin
|
||
|
Name: Michael Barkin
|
||
|
Title: Executive Vice President and Chief Financial Officer
|
||
|
|
|
|
PEAK TO CREEK LODGING COMPANY LTD.
, as Guarantor
|
|
By:
|
/s/ Michael Barkin
|
||
|
Name: Michael Barkin
|
||
|
Title: Executive Vice President and Chief Financial Officer
|
||
|
|
|
|
BLACKCOMB MOUNTAIN DEVELOPMENT LTD.
, as Guarantor
|
|
By:
|
/s/ Michael Barkin
|
||
|
Name: Michael Barkin
|
||
|
Title: Executive Vice President and Chief Financial Officer
|
||
|
|
|
|
GARIBALDI LIFTS LTD.
, as Guarantor
|
|
By:
|
/s/ Michael Barkin
|
||
|
Name: Michael Barkin
|
||
|
Title: Executive Vice President and Chief Financial Officer
|
||
|
|
|
|
WHISTLER BLACKCOMB EMPLOYMENT CORP.
, as Guarantor
|
|
By:
|
/s/ Michael Barkin
|
||
|
Name: Michael Barkin
|
||
|
Title: Executive Vice President and Chief Financial Officer
|
||
|
|
|
|
WHISTLER/BLACKCOMB MOUNTAIN EMPLOYEE HOUSING LTD.
, as Guarantor
|
|
By:
|
/s/ Michael Barkin
|
||
|
Name: Michael Barkin
|
||
|
Title: Executive Vice President and Chief Financial Officer
|
||
|
|
|
|
PEAK TO CREEK HOLDINGS CORP.
, as Guarantor
|
|
By:
|
/s/ Michael Barkin
|
||
|
Name: Michael Barkin
|
||
|
Title: Executive Vice President and Chief Financial Officer
|
||
|
|
|
|
WB LAND INC.
, as Guarantor
|
|
By:
|
/s/ Michael Barkin
|
||
|
Name: Michael Barkin
|
||
|
Title: Executive Vice President and Chief Financial Officer
|
||
|
|
|
|
WHISTLER BLACKCOMB GENERAL PARTNER LTD.
, as Guarantor
|
|
By:
|
/s/ Michael Barkin
|
||
|
Name: Michael Barkin
|
||
|
Title: Executive Vice President and Chief Financial Officer
|
||
|
|
|
|
WHISTLER SKI SCHOOL LTD.
, as Guarantor
|
|
By:
|
/s/ Michael Barkin
|
||
|
Name: Michael Barkin
|
||
|
Title: Executive Vice President and Chief Financial Officer
|
||
|
|
|
|
CRANKWORX EVENTS INC.
, as Guarantor
|
|
By:
|
/s/ Michael Barkin
|
||
|
Name: Michael Barkin
|
||
|
Title: Executive Vice President and Chief Financial Officer
|
||
|
|
|
|
WHISTLER HELI-SKIING LTD.
, as Guarantor
|
|
By:
|
/s/ Michael Barkin
|
||
|
Name: Michael Barkin
|
||
|
Title: Executive Vice President and Chief Financial Officer
|
||
|
|
|
|
WB/T DEVELOPMENT LTD.
, as Guarantor
|
|
By:
|
/s/ Michael Barkin
|
||
|
Name: Michael Barkin
|
||
|
Title: Executive Vice President and Chief Financial Officer
|
||
|
|
|
|
BLACKCOMB SKIING ENTERPRISES LTD.
, as Guarantor
|
|
By:
|
/s/ Michael Barkin
|
||
|
Name: Michael Barkin
|
||
|
Title: Executive Vice President and Chief Financial Officer
|
|
|
AFFINITY SNOWSPORTS INC.
, as Guarantor
|
|
By:
|
/s/ Michael Barkin
|
||
|
Name: Michael Barkin
|
||
|
Title: Executive Vice President and Chief Financial Officer
|
||
|
|
||
|
|
WHISTLER ALPINE CLUB INC.
, as Guarantor
|
|
By:
|
/s/ Michael Barkin
|
||
|
Name: Michael Barkin
|
||
|
|
|
Title: Executive Vice President and Chief Financial Officer
|
|
|
WB LAND (CREEKSIDE SNOW SCHOOL) INC.
, as Guarantor
|
|
By:
|
/s/ Michael Barkin
|
||
|
Name: Michael Barkin
|
||
|
Title: Executive Vice President and Chief Financial Officer
|
||
|
|
|
|
SUMMIT SKI LIMITED
, as Guarantor
|
|
By:
|
/s/ Michael Barkin
|
||
|
Name: Michael Barkin
|
||
|
Title: Executive Vice President and Chief Financial Officer
|
||
|
|
|
|
1016563 B.C. LTD.
, as Guarantor
|
|
By:
|
/s/ Michael Barkin
|
||
|
Name: Michael Barkin
|
||
|
|
|
Title: Executive Vice President and Chief Financial 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: March 10, 2017
|
|
|
/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: March 10, 2017
|
|
|
/s/ MICHAEL Z. BARKIN
|
|
Michael Z. Barkin
|
|
Executive Vice President and Chief Financial Officer
|
Date: March 10, 2017
|
|
|
/s/ ROBERT A. KATZ
|
|
Robert A. Katz
|
|
Chief Executive Officer
|
Date: March 10, 2017
|
|
|
/s/ MICHAEL Z. BARKIN
|
|
Michael Z. Barkin
|
|
Executive Vice President and Chief Financial Officer
|