Delaware
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51-0291762
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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390 Interlocken Crescent
Broomfield, Colorado
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80021
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(Address of principal executive offices)
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(Zip Code)
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(303) 404-1800
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(Registrant’s telephone number, including area code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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New York Stock Exchange
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None
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(Title of class)
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging growth company
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¨
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Item 16.
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•
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prolonged weakness in general economic conditions, including adverse effects on the overall travel and leisure related industries;
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•
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unfavorable weather conditions or the impact of natural disasters;
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•
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willingness of our guests to travel due to terrorism, the uncertainty of military conflicts or outbreaks of contagious diseases, and the cost and availability of travel options and changing consumer preferences;
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•
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the seasonality of our business combined with adverse events that occur during our peak operating periods;
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•
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competition in our mountain and lodging businesses;
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•
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high fixed cost structure of our business;
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•
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our ability to fund resort capital expenditures;
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•
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our reliance on government permits or approvals for our use of public land or to make operational and capital improvements;
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•
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risks related to a disruption in our water supply that would impact our snowmaking capabilities and operations;
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•
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risks related to federal, state, local and foreign government laws, rules and regulations;
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•
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risks related to our reliance on information technology, including our failure to maintain the integrity of our customer or employee data;
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•
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our ability to hire and retain a sufficient seasonal workforce;
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•
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risks related to our workforce, including increased labor costs;
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•
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loss of key personnel;
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•
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adverse consequences of current or future legal claims;
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•
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a deterioration in the quality or reputation of our brands, including our ability to protect our intellectual property and the risk of accidents at our mountain resorts;
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•
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our ability to successfully integrate acquired businesses, or that acquired businesses may fail to perform in accordance with expectations, including Whistler Blackcomb, Stowe or future acquisitions;
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•
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our ability to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, with respect to acquired businesses;
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•
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risks associated with international operations;
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•
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fluctuations in foreign currency exchange rates where the Company has foreign currency exposure, primarily the Canadian and Australian dollars;
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•
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changes in accounting and tax estimates and judgments, accounting principles, policies or guidelines or adverse determinations by taxing authorities;
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•
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a materially adverse change in our financial condition; and
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other risks and uncertainties included under Part I, Item 1A,“Risk Factors” in this document.
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ITEM 1.
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BUSINESS
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•
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ski school,
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•
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dining, and
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•
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retail/rental operations.
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•
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owned and/or managed luxury hotels under our RockResorts brand, as well as other strategic lodging properties,
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•
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owned and/or managed condominiums located in proximity to our mountain resorts,
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•
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certain National Park Service (“NPS”) concessionaire properties, including Grand Teton Lodge Company (“GTLC”), which operates destination resorts at Grand Teton National Park,
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•
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Colorado Mountain Express (“CME”), a Colorado resort ground transportation company, and
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•
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Mountain resort golf courses.
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•
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Breckenridge Ski Resort (“Breckenridge”) - the single most visited mountain resort in the United States (“U.S.”) for the 2016/2017 ski season with five interconnected peaks offering an expansive variety of terrain for every skill level, including access to above tree line intermediate and expert terrain, and progressive and award-winning terrain parks.
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•
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Vail Mountain Resort (“Vail Mountain”) - the second most visited mountain resort in the U.S. for the 2016/2017 ski season. Vail Mountain offers some of the most expansive and varied terrain in North America with approximately 5,300 skiable acres including seven world renowned back bowls and the resort’s rustic Blue Sky Basin.
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•
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Park City Resort (“Park City”) - the third most visited mountain resort in the U.S. for the 2016/2017 ski season and the largest by acreage in the U.S. Park City offers 7,300 acres of skiable terrain for every type of skier and snowboarder and offers guests an outstanding ski experience with fine dining, ski school, retail and lodging.
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•
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Keystone Resort (“Keystone”) - the fifth most visited mountain resort in the U.S. for the 2016/2017 ski season and home to the highly renowned A51 Terrain Park, as well as the largest area of night skiing in Colorado. Keystone also offers guests a unique skiing opportunity through guided snow cat ski tours accessing five bowls. Keystone is a premier destination for families with its “Kidtopia” program focused on providing activities for kids on and off the mountain.
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•
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Beaver Creek Resort (“Beaver Creek”) - the tenth most visited mountain resort in the U.S. for the 2016/2017 ski season. Beaver Creek is a European-style resort with multiple villages and also includes a world renowned children’s ski school program focused on providing a first-class experience with unique amenities such as a dedicated children’s gondola.
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•
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Heavenly Mountain Resort (“Heavenly”) - the eleventh most visited mountain resort in the U.S. for the 2016/2017 ski season. Heavenly is located near the South Shore of Lake Tahoe with over 4,800 skiable acres, straddling the border of California and Nevada, offers unique and spectacular views of Lake Tahoe and boasts the largest snowmaking capacity in the Lake Tahoe region. Heavenly offers great nightlife, including its proximity to several casinos.
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•
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Northstar Resort (“Northstar”) - the thirteenth most visited mountain resort in the U.S. for the 2016/2017 ski season. Northstar is the premier luxury mountain resort destination near Lake Tahoe which offers premium lodging, a vibrant base area and over 3,000 skiable acres. Northstar’s village features high-end shops and restaurants, a conference center and a 9,000 square-foot skating rink.
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•
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Kirkwood Mountain Resort (“Kirkwood”) - located southwest of Lake Tahoe, offering a unique location atop the Sierra Crest. Kirkwood is recognized for offering some of the best high alpine advanced terrain in North America with 2,000 feet of vertical drop and over 2,300 acres of terrain.
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•
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Stowe Mountain Resort (“Stowe”) - acquired in June 2017, Stowe is a premier mountain resort located in Northern Vermont which offers high-end lodging and dining options. The mountain offers 116 trails on 485 skiable acres, with a variety of terrain for skiers of all skill levels, as well as a comprehensive offering of summer activities including zip line tours, hiking and sightseeing.
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•
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Afton Alps Ski Area (“Afton Alps”), located near the Minneapolis/St. Paul metropolitan area, is the largest ski area near a major city in the Midwest and offers 48 trails, with night skiing, riding and tubing. Mount Brighton Ski Area (“Mt. Brighton”), located near Detroit, offers 26 trails with night skiing and riding. Wilmot Mountain (“Wilmot” ), located in southern Wisconsin, is near the Chicago metropolitan area and offers 25 trails, four terrain parks, a ski and snowboard school, a ski racing program and a tubing hill.
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•
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Whistler Blackcomb Resort (“Whistler Blackcomb”) - acquired in October 2016 and located in British Columbia, Canada, Whistler Blackcomb is the most visited and largest year-round mountain resort in North America, with two mountains connected by the PEAK 2 PEAK gondola, which combined offer over 200 marked runs, over 8,000 acres of terrain, 14 alpine bowls, three glaciers and one of the longest ski seasons in North America. In the summer Whistler Blackcomb offers a variety of activities, including hiking trails, a bike park and sightseeing. Whistler Blackcomb is a popular destination for international visitors and was home to the 2010 Winter Olympics.
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•
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Perisher Ski Resort (“Perisher”) - located in New South Wales, Australia and is the largest and most visited ski resort in Australia and the Southern Hemisphere. Perisher provides accessibility, significant lodging and the market’s most skiable acreage for the country’s largest cities, including Sydney, Melbourne, Adelaide, Canberra and Brisbane. Perisher offers over 3,000 skiable acres on seven peaks and includes the resort areas known as Perisher Valley, Smiggin Holes, Blue Cow and Guthega, along with ski school, lodging, food and beverage, retail/rental and transportation operations.
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•
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World-Class Mountain Resorts and Integrated Base Resort Areas
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•
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Snow Conditions
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•
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Lift Service
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•
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Terrain Parks
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•
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Commitment to the Guest Experience
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•
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Season Pass Products
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•
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Premier Ski Schools
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•
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Dining
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•
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Retail/Rental
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•
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On-Mountain Activities
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•
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Lodging and Real Estate
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Eight owned and twenty two managed properties, including those under our luxury hotel management company, RockResorts;
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•
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Managed condominium units which are in and around our mountain resorts in Colorado, Lake Tahoe, Utah and British Columbia, Canada;
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•
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Two NPS concessionaire properties in and near Grand Teton National Park in Wyoming;
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•
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CME, a resort ground transportation company in Colorado; and
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•
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Company-owned mountain resort golf courses including five in Colorado and one in Wyoming and two Company-operated mountain golf courses, one in Lake Tahoe, California and one in Park City, Utah.
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•
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All of our hotels are located in unique highly desirable resort destinations;
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Our hotel portfolio has achieved some of the most prestigious hotel designations in the world, including two properties in our portfolio that are currently rated as AAA 4-Diamond;
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•
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Many of our hotels (both owned and managed) are designed to provide a look that feels indigenous to their surroundings, enhancing the guest’s vacation experience;
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•
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Each of our RockResorts hotels provides the same high level of quality and services, while still providing unique characteristics which distinguish the resorts from one another. This appeals to travelers looking for consistency in quality and service offerings together with an experience more unique than typically offered by larger luxury hotel chains, which has resulted in all five of our RockResort properties being recognized with the
TripAdvisor
Certificate of Excellence in recent years;
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•
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Many of the hotels in our portfolio provide a wide array of amenities available to the guest such as access to world-class ski and golf resorts, spa and fitness facilities, water sports and a number of other outdoor activities, as well as highly acclaimed dining options;
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•
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Conference space with the latest technology is available at most of our hotels. In addition, guests at Keystone can use our company-owned Keystone Conference Center, the largest conference facility in the Colorado Rocky Mountain region with more than 100,000 square feet of meeting, exhibit and function space;
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•
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We have a central reservations system that leverages off of our mountain resort reservations system and has an online planning and booking platform, offering our guests a seamless and useful way to make reservations at our resorts; and
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•
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We actively upgrade the quality of the accommodations and amenities available at our hotels through capital improvements. Capital funding for third-party owned properties is provided by the owners of those properties to maintain standards required by our management contracts. Projects at our owned properties completed over the past several years include extensive refurbishments and upgrades to the Colter Bay Village Cabins, DoubleTree by Hilton Breckenridge, and The Lodge at Vail. Additionally, we have completed guest room renovations at the Keystone Lodge and The Pines Lodge, and a restaurant renovation at The Arrabelle at Vail Square.
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Forest Service Resort
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Acres
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Expiration Date
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Breckenridge
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5,702
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December 31, 2029
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Vail Mountain
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12,353
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December 1, 2031
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Keystone
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8,376
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December 31, 2032
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Beaver Creek
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3,849
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November 8, 2039
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Heavenly
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7,050
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May 1, 2042
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Kirkwood
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2,330
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March 1, 2052
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ITEM 1A.
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RISK FACTORS.
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•
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proximity to population centers;
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•
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availability and cost of transportation to ski areas;
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•
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availability and quality of lodging options in resort areas;
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•
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ease of travel to ski areas (including direct flights by major airlines);
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•
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pricing of lift tickets and/or season passes and the magnitude, quality and price of related ancillary services (ski school, dining and retail/rental), amenities and lodging;
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•
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snowmaking facilities;
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•
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type and quality of skiing and snowboarding offered;
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•
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duration of the ski season;
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•
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weather conditions; and
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•
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reputation.
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•
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our future operating performance;
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•
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general economic conditions and economic conditions affecting the resort industry, the ski industry and the capital markets;
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•
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competition; and
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•
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legislative and regulatory matters affecting our operations and business;
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•
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our evaluation of the synergies and/or long-term benefits of an acquired business;
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•
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our inability to integrate acquired businesses into our operations as planned;
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•
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diversion of our management’s attention;
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•
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increased expenditures (including legal, accounting and due diligence expenses, higher administrative costs to support the acquired entities, information technology, personnel and other integration expenses);
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•
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potential increased debt leverage;
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•
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potential issuance of dilutive equity securities;
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•
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litigation arising from acquisition activity;
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•
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potential goodwill or other intangible asset impairments; and
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•
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unanticipated problems or liabilities.
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•
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restriction on the transfer of funds to and from foreign countries, including potentially negative tax consequences;
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•
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currency exchange rates;
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•
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increased exposure to general market and economic conditions outside the United States;
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•
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additional political risk;
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•
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compliance with international laws and regulations (including anti-corruption regulations, such as the U.S. Foreign Corrupt Practices Act);
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•
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data security; and
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•
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foreign tax treaties and policies.
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•
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quarterly variations in our operating results;
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•
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operating results that vary from the expectations of securities analysts and investors;
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•
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change in valuations, including our real estate held for sale;
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•
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changes in the overall travel, gaming, hospitality and leisure industries;
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•
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changes in expectations as to our future financial performance, including financial estimates by securities analysts and investors or such guidance provided by us;
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•
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announcements by us or companies in the travel, gaming, hospitality and leisure industries of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures, capital commitments, plans, prospects, service offerings or operating results;
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•
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additions or departures of key personnel;
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•
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future sales of our securities;
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•
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trading and volume fluctuations;
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•
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other risk factors as discussed herein; and
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•
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other unforeseen events.
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•
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delay, defer or prevent a change in control of our Company;
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•
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discourage bids for our securities at a premium over the market price;
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•
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adversely affect the market price of, and the voting and other rights of the holders of our securities; or
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•
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impede the ability of the holders of our securities to change our management.
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•
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make it more difficult for us to satisfy our obligations;
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•
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increase our vulnerability to general adverse economic and industry conditions;
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•
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require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, including the annual payments under the Canyons lease, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, real estate developments, marketing efforts and other general corporate purposes;
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•
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limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
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•
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place us at a competitive disadvantage compared to our competitors that have less debt; and
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•
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limit our ability to borrow additional funds.
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•
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incur additional debt or sell preferred stock;
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•
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pay dividends, repurchase our stock and make other restricted payments;
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•
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create liens;
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•
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make certain types of investments;
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•
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engage in sales of assets and subsidiary stock;
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•
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enter into sales-leaseback transactions;
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•
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enter into transactions with affiliates;
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•
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issue guarantees of debt;
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•
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transfer all or substantially all of our assets or enter into merger or consolidation transactions; and
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•
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make capital expenditures.
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS.
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ITEM 2.
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PROPERTIES.
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Location
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Ownership
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Use
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Afton Alps, MN
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Owned
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Ski resort operations, including ski lifts, ski trails, golf course, clubhouse, buildings, commercial space and other improvements
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Arrowhead Mountain, CO
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Owned
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Ski resort operations, including ski lifts, ski trails, buildings and other improvements, property management and commercial space
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BC Housing RiverEdge, CO
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26% Owned
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Employee housing facilities
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Bachelor Gulch Village, CO
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Owned
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Ski resort operations, including ski lifts, ski trails, buildings and other improvements, property management and commercial space
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Beaver Creek Resort, CO
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Owned
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Ski resort operations, including ski lifts, ski trails, buildings and other improvements, property management, commercial space and real estate held for sale or development
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Beaver Creek Mountain, CO (3,849
acres)
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SUP
|
Ski trails, ski lifts, buildings and other improvements
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Beaver Creek Mountain Resort, CO
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Owned
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Golf course, clubhouse, commercial space and residential condominium units
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Breckenridge Ski Resort, CO
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Owned
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Ski resort operations, including ski lifts, ski trails, buildings and other improvements, property management, commercial space and real estate held for sale or development
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Breckenridge Mountain, CO (5,702
acres)
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SUP
|
Ski trails, ski lifts, buildings and other improvements
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Breckenridge Terrace, CO
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50% Owned
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Employee housing facilities
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Broomfield, CO
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Leased
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Corporate offices
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Colter Bay Village, WY
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Concessionaire contract
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Lodging and dining facilities
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Eagle-Vail, CO
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Owned
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Warehouse facility
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Edwards, CO
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Leased
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Administrative offices
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Location
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Ownership
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Use
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DoubleTree by Hilton Breckenridge, CO
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Owned
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Lodging, dining and conference facilities
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Headwaters Lodge & Cabins at Flagg Ranch, WY
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Concessionaire contract
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Lodging and dining facilities
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Heavenly Mountain Resort, CA & NV
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Owned
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Ski resort operations, including ski lifts, ski trails, buildings and other improvements and commercial space
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Heavenly Mountain, CA & NV
(7,050 acres)
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SUP
|
Ski trails, ski lifts, buildings and other improvements
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Jackson Hole Golf & Tennis Club,
WY
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Owned
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Golf course, clubhouse, tennis facilities, dining and real estate held for sale or development
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Jackson Lake Lodge, WY
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Concessionaire contract
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Lodging, dining and conference facilities
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Jenny Lake Lodge, WY
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Concessionaire contract
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Lodging and dining facilities
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Keystone Conference Center, CO
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Owned
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Conference facility
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Keystone Lodge, CO
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Owned
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Lodging, spa, dining and conference facilities
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Keystone Resort, CO
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Owned
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Ski resort operations, including ski lifts, ski trails, buildings and other improvements, commercial space, property management, dining and real estate held for sale or development
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Keystone Mountain, CO (8,376 acres)
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SUP
|
Ski trails, ski lifts, buildings and other improvements
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Keystone Ranch, CO
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Owned
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Golf course, clubhouse and dining facilities
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Kirkwood Mountain Resort, CA
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Owned
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Ski resort operations, including ski lifts, ski trails, buildings and other improvements, property management and commercial space
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Kirkwood Mountain, CA (2,330 acres)
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SUP
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Ski trails, ski lifts, buildings and other improvements
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Mt. Brighton, MI
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Owned
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Ski resort operations, including ski lifts, ski trails, golf course, clubhouse, buildings, commercial space and other improvements
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Northstar California Resort, CA
(7,200 acres)
|
Leased
(1)
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Ski trails, ski lifts, golf course, commercial space, dining facilities, buildings and other improvements
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Northstar Village, CA
|
Leased
(1)
|
Commercial space, ski resort operations, dining facilities, buildings, property management and other improvements
|
Park City Mountain, UT
(8,900 acres)
|
Leased
(2)
|
Ski resort operations including ski lifts, ski trails, buildings, commercial space, dining facilities, property management, conference facilities and other improvements (including areas previously referred to as Canyons Resort, UT)
|
Park City Mountain, UT
(220 acres)
|
Owned
|
Ski trails, ski lifts, dining facilities, commercial space, buildings, real estate held for sale or development and other improvements
|
Perisher Ski Resort, NSW, Australia
(3,335 acres)
|
Owned/Leased/Licensed
(3)
|
Ski trails, ski lifts, dining facilities, commercial space, railway, buildings, lodging, conference facilities and other improvements
|
Red Cliffs Lodge, CA
|
Leased
|
Dining facilities, ski resort operations, commercial space, administrative offices
|
Red Sky Ranch, CO
|
Owned
|
Golf courses, clubhouses, dining facilities and real estate held for sale or development
|
River Course at Keystone, CO
|
Owned
|
Golf course and clubhouse
|
Seasons at Avon, CO
|
Leased/50% Owned
|
Administrative offices and commercial space
|
SSI Venture, LLC (“VRR”) Properties; CO, CA, NV, UT, MN & BC, Canada
|
Owned/Leased
|
Approximately 250 rental and retail stores (of which 140 stores are currently held under lease) for recreational products, and 3 leased warehouses
|
Ski Tip Lodge, CO
|
Owned
|
Lodging and dining facilities
|
Mt. Mansfield, VT (approximately 1,400 acres)
|
Leased
|
Ski trails, ski lifts, buildings and other improvements used for operation of Stowe Mountain Resort
|
Stowe Mountain Resort, VT
|
Owned
|
Ski resort operations, including ski lifts, ski trails, buildings and other improvements and commercial space
|
The Arrabelle at Vail Square, CO
|
Owned
|
Lodging, spa, dining and conference facilities
|
Location
|
Ownership
|
Use
|
The Lodge at Vail, CO
|
Owned
|
Lodging, spa, dining and conference facilities
|
The Osprey at Beaver Creek, CO
|
Owned
|
Lodging, dining and conference facilities
|
The Tarnes at Beaver Creek, CO
|
31% Owned
|
Employee housing facilities
|
Tenderfoot Housing, CO
|
50% Owned
|
Employee housing facilities
|
The Pines Lodge at Beaver Creek, CO
|
Owned
|
Lodging, dining and conference facilities
|
The Village Hotel, Breckenridge, CO
|
Owned
|
Lodging, dining, conference facilities and commercial space
|
Vail Mountain, CO
|
Owned
|
Ski resort operations, including ski lifts, ski trails, buildings and other improvements, property management, commercial space and real estate held for sale or development
|
Vail Mountain, CO (12,353 acres)
|
SUP
|
Ski trails, ski lifts, buildings and other improvements
|
Whistler Blackcomb Resort, BC, Canada
|
75% Owned
|
Ski resort operations, including ski lifts, ski trails, buildings and other improvements, property management, commercial space and real estate held for sale or development
|
Whistler Mountain and Blackcomb Mountain, BC, Canada
|
MDA
(4)
|
Ski resort operations, including ski lifts, ski trails, buildings and other improvements
|
Whistler Blackcomb Resort, BC, Canada
|
Leased
|
Employee housing facilities
|
Wilmot Mountain, WI
|
Owned
|
Ski trails, ski lifts, buildings and other improvements
|
ITEM 3.
|
LEGAL PROCEEDINGS.
|
ITEM 4.
|
MINE SAFETY DISCLOSURES.
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
|
Quarter Ended
|
|
|
|
|
Cash
Dividends
Declared
Per Share
|
|||||||
Market Price Per Share
|
|
|||||||||||
High
|
|
Low
|
|
|||||||||
Fiscal Year 2017
|
|
|
|
|
|
|||||||
July 31, 2017
|
$
|
215.82
|
|
|
$
|
197.11
|
|
|
$
|
1.053
|
|
|
April 30, 2017
|
$
|
200.92
|
|
|
$
|
170.94
|
|
|
$
|
1.053
|
|
|
January 31, 2017
|
$
|
172.32
|
|
|
$
|
153.66
|
|
|
$
|
0.81
|
|
|
October 31, 2016
|
$
|
162.95
|
|
|
$
|
142.04
|
|
|
$
|
0.81
|
|
|
Fiscal Year 2016
|
|
|
|
|
|
|||||||
July 31, 2016
|
$
|
145.38
|
|
|
$
|
124.00
|
|
|
$
|
0.81
|
|
|
April 30, 2016
|
$
|
135.98
|
|
|
$
|
114.86
|
|
|
$
|
0.81
|
|
|
January 31, 2016
|
$
|
133.59
|
|
|
$
|
112.75
|
|
|
$
|
0.6225
|
|
|
October 31, 2015
|
$
|
116.52
|
|
|
$
|
100.50
|
|
|
$
|
0.6225
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA.
|
|
Year Ended July 31,
|
||||||||||||||||||
|
2017
(1)
|
|
2016
(1)
|
|
2015
(1)
|
|
2014
(1)
|
|
2013
(1)
|
||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total net revenue
|
$
|
1,907,218
|
|
|
$
|
1,601,286
|
|
|
$
|
1,399,924
|
|
|
$
|
1,254,646
|
|
|
$
|
1,120,797
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total segment operating expense
|
1,322,841
|
|
|
1,152,496
|
|
|
1,058,432
|
|
|
994,174
|
|
|
896,609
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other operating expense
|
(205,121
|
)
|
|
(165,811
|
)
|
|
(130,979
|
)
|
|
(143,209
|
)
|
|
(127,235
|
)
|
|||||
Other expense
|
(30,807
|
)
|
|
(40,360
|
)
|
|
(61,185
|
)
|
|
(73,191
|
)
|
|
(37,724
|
)
|
|||||
Income before provision for income taxes
|
$
|
348,449
|
|
|
$
|
242,619
|
|
|
$
|
149,328
|
|
|
$
|
44,072
|
|
|
$
|
59,229
|
|
Net Income and Dividends:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
$
|
231,718
|
|
|
$
|
149,454
|
|
|
$
|
114,610
|
|
|
$
|
28,206
|
|
|
$
|
37,610
|
|
Net income attributable to Vail Resorts, Inc.
|
$
|
210,553
|
|
|
$
|
149,754
|
|
|
$
|
114,754
|
|
|
$
|
28,478
|
|
|
$
|
37,743
|
|
Diluted net income per share attributable to Vail Resorts, Inc.
|
$
|
5.22
|
|
|
$
|
4.01
|
|
|
$
|
3.07
|
|
|
$
|
0.77
|
|
|
$
|
1.03
|
|
Cash dividends declared per share
|
$
|
3.726
|
|
|
$
|
2.865
|
|
|
$
|
2.075
|
|
|
$
|
1.245
|
|
|
$
|
0.79
|
|
Other Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Mountain
|
|
|
|
|
|
|
|
|
|
||||||||||
Skier visits
(2)
|
12,047
|
|
|
10,032
|
|
|
8,466
|
|
|
7,688
|
|
|
6,977
|
|
|||||
ETP
(3)
|
$
|
67.93
|
|
|
$
|
65.59
|
|
|
$
|
63.37
|
|
|
$
|
58.18
|
|
|
$
|
56.02
|
|
Lodging
|
|
|
|
|
|
|
|
|
|
||||||||||
ADR
(4)
|
$
|
302.80
|
|
|
$
|
280.38
|
|
|
$
|
270.84
|
|
|
$
|
257.14
|
|
|
$
|
253.91
|
|
RevPAR
(5)
|
$
|
127.95
|
|
|
$
|
122.61
|
|
|
$
|
112.67
|
|
|
$
|
100.57
|
|
|
$
|
91.76
|
|
Real Estate
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate held for sale and investment
(6)
|
$
|
103,405
|
|
|
$
|
111,088
|
|
|
$
|
129,825
|
|
|
$
|
157,858
|
|
|
$
|
195,230
|
|
Other Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
(7)
|
$
|
117,389
|
|
|
$
|
67,897
|
|
|
$
|
35,459
|
|
|
$
|
44,406
|
|
|
$
|
138,604
|
|
Total assets
(8)
|
$
|
4,110,718
|
|
|
$
|
2,482,018
|
|
|
$
|
2,487,292
|
|
|
$
|
2,169,552
|
|
|
$
|
2,300,617
|
|
Long-term debt, net (including long-term debt due within one year)
|
$
|
1,272,421
|
|
|
$
|
700,263
|
|
|
$
|
814,501
|
|
|
$
|
622,325
|
|
|
$
|
789,242
|
|
Net Debt
(9)
|
$
|
1,155,032
|
|
|
$
|
632,366
|
|
|
$
|
779,042
|
|
|
$
|
577,919
|
|
|
$
|
650,638
|
|
Total Vail Resorts, Inc. stockholders’ equity
|
$
|
1,571,156
|
|
|
$
|
874,540
|
|
|
$
|
866,568
|
|
|
$
|
820,843
|
|
|
$
|
823,868
|
|
(1)
|
We have made several mountain resort acquisitions during the past five years, which impacts comparability between years, including Stowe (acquired June 2017); Whistler Blackcomb (acquired in October 2016); Perisher (acquired in June 2015); Park City Mountain Resort (acquired in September 2014) and Canyons (transaction entered into in May 2013).
|
(2)
|
A skier visit represents a person utilizing a ticket or pass to access a mountain resort or urban ski area for any part of one day during a winter ski season and includes both paid and complimentary access.
|
(3)
|
ETP is calculated by dividing lift revenue by total skier visits during the respective periods.
|
(4)
|
ADR is calculated by dividing total room revenue (includes both owned room and managed condominium unit revenue) by the number of occupied rooms during the respective periods.
|
(5)
|
RevPAR is calculated by dividing total room revenue (includes both owned room and managed condominium unit revenue) by the number of rooms that are available to guests during the respective periods.
|
(6)
|
Real estate held for sale and investment includes all land, development costs and other improvements associated with real estate held for sale and investment.
|
(7)
|
Cash and cash equivalents exclude restricted cash.
|
(8)
|
We adopted a new accounting pronouncement as of July 31, 2016, which requires that deferred tax assets and liabilities be classified as noncurrent on the balance sheet. This adoption was applied prospectively and, as such, prior periods have not been adjusted.
|
(9)
|
Net Debt, a non-GAAP financial measure, is defined as long-term debt, net plus long-term debt due within one year less cash and cash equivalents.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
Mountain Resorts:
|
|
Location:
|
|
1.
|
Vail Mountain Resort (“Vail Mountain”)
|
|
Colorado
|
2.
|
Breckenridge Ski Resort (“Breckenridge”)
|
|
Colorado
|
3.
|
Keystone Resort (“Keystone”)
|
|
Colorado
|
4.
|
Beaver Creek Resort (“Beaver Creek”)
|
|
Colorado
|
5.
|
Park City Resort (“Park City”)
|
|
Utah
|
6.
|
Heavenly Mountain Resort (“Heavenly”)
|
|
Lake Tahoe area of Nevada and California
|
7.
|
Northstar Resort (“Northstar”)
|
|
Lake Tahoe area of California
|
8.
|
Kirkwood Mountain Resort (“Kirkwood”)
|
|
Lake Tahoe area of California
|
9.
|
Perisher Ski Resort (“Perisher”)
|
|
New South Wales, Australia
|
10.
|
Whistler Blackcomb Resort (“Whistler Blackcomb”)
|
|
British Columbia, Canada
|
11.
|
Stowe Mountain Resort (“Stowe”)
|
|
Vermont
|
Urban Ski Areas (“Urban”):
|
|
Location:
|
|
1.
|
Wilmot Mountain (“Wilmot”)
|
|
Wisconsin
|
2.
|
Afton Alps Ski Area (“Afton Alps”)
|
|
Minnesota
|
3.
|
Mount Brighton Ski Area (“Mt. Brighton”)
|
|
Michigan
|
•
|
The timing and amount of snowfall can have an impact on Mountain and Lodging revenue, particularly with regard 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 predominantly prior to the start of the ski season. In March 2017, we began our pre-season pass sales program for the 2017/2018 North American ski season. Through September 24, 2017, pre-season pass sales for the upcoming 2017/2018 North American ski season have increased approximately 17% in units and increased approximately 23% in sales dollars, compared to the prior year period ended September 25, 2016, including Whistler Blackcomb and Stowe pass sales in both periods, adjusted to eliminate the impact of foreign currency by applying current period exchange rates to the prior period. However, we cannot predict if this favorable trend will continue for the entire duration of the fall 2017 North American pass sales campaign, nor can we predict the overall impact that season pass sales will have on lift revenue for the 2017/2018 North American ski season.
|
•
|
On October 17, 2016, the Company, through its wholly-owned Canadian subsidiary (“Exchangeco”), acquired all of the outstanding common shares of Whistler Blackcomb for aggregate consideration 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 borrowings 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.
|
•
|
In Fiscal 2017, our lift revenue was favorably impacted by non-pass price increases at our mountain resorts that were implemented for the 2016/2017 North American ski season. Non-pass prices for the 2017/2018 North American ski season have not yet been finalized; and, as such, there can be no assurances as to the level of price increases, if any, which will occur and the impact that pricing may have on visitation or revenue.
|
•
|
Our Fiscal 2017 results for our Mountain segment showed strong improvement over Fiscal 2016 largely due to strong pass sales growth for the 2016/2017 North American ski season and the incremental operating results from the Whistler Blackcomb acquisition, as discussed above. However, our Fiscal 2017 results were tempered by poor early ski season conditions prior to the holiday period at our U.S. resorts, which drove lower skier visitation during the early ski season compared to Fiscal 2016. We cannot predict whether our resorts will experience normal snowfall conditions for the upcoming 2017/2018 North American ski season nor can we estimate the impact there may be to advance bookings, guest travel, season pass sales, lift revenue (excluding season passes), retail/rental sales or other ancillary services revenue next ski season as a result of past snowfall conditions.
|
•
|
Key U.S. economic indicators have remained steady in 2017, including strong consumer confidence and declines in the unemployment rate. However, the growth in the U.S. economy may be impacted by economic challenges in the U.S. or declining or slowing growth in economies outside of the U.S., accompanied by devaluation of currencies and lower commodity prices. Given these economic uncertainties, we cannot predict what the impact will be on overall travel and leisure spending or more specifically, on our guest visitation, guest spending or other related trends for the upcoming 2017/2018 U.S. ski season.
|
•
|
On June 7, 2017, we acquired Stowe mountain resort in Stowe, Vermont, from Mt. Mansfield Company, Inc., a wholly-owned subsidiary of American International Group, Inc., for a cash purchase price of $40.9 million, subject to certain adjustments as provided in the purchase agreement. We acquired all of the assets related to the mountain operations of the resort, including base area skier services (food and beverage, retail and rental, lift ticket offices and ski and snowboard school facilities). 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 July 31, 2017, we had
$117.4 million
in cash and cash equivalents, as well as $280.2 million available under the revolver component of the Vail Holdings Credit Agreement (which represents the total commitment of $400.0 million less outstanding borrowings of $50.0 million and certain letters of credit outstanding of $69.8 million). Additionally, in October 2016 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 July 31, 2017, we had C$158.0 million ($126.7
|
•
|
As a result of the adoption of revised accounting guidance related to employee stock compensation during the first quarter of fiscal 2018, our provision for income taxes may change materially based on our closing stock price at the time stock-compensation awards vest or are exercised, depending on the nature of the award. A significant portion of our outstanding awards are significantly in-the-money based on our current stock price, and, to the extent exercised, could reduce our provision for income taxes. The aggregate intrinsic value of stock appreciation awards (“SAR”) exercisable as of July 31, 2017 was approximately $323.0 million with a weighted-average remaining contractual term of 3.7 years. The actual number of shares issuable upon exercise of SARs, after deducting shares withheld to pay employee taxes, as well as the incremental tax benefit for us, would vary depending on the stock price at the time of exercise and the amount of SARs that are exercised. We expect that holders of stock-compensation awards will exercise their awards before the expiration date of the awards. Depending on the amount of SARs exercised in fiscal 2018 and the then-current stock price, it is possible that such exercises could result in a material reduction to our provision for income taxes and could have a material favorable impact on our diluted net income per share attributable to Vail Resorts, Inc. As an example, assuming the new accounting guidance was in effect as of July 31, 2017 and that the outstanding SARs expiring prior to July 31, 2019 were exercised at the market closing price on July 31, 2017, this illustrative example would have resulted in a reduction to our provision for income taxes by approximately $45.0 million, resulting in an increase to diluted net income per share attributable to Vail Resorts, Inc. of approximately $1.10. Based on the assumptions above, we estimate that for every $5.00 per share change in our stock price there would be a corresponding change to our provision for income taxes of approximately $1.0 million. In addition, it is possible that SAR exercises could have a material impact on our “earnings and profits” and could result in a portion of dividend payments being considered a return of capital for stockholder tax purposes. The foregoing effects depend on, among other things, the stock price on the date of exercise and the number of SARs, if any, that are exercised.
|
|
Year Ended July 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Mountain Reported EBITDA
|
$
|
566,338
|
|
|
$
|
424,415
|
|
|
$
|
344,104
|
|
Lodging Reported EBITDA
|
27,087
|
|
|
28,169
|
|
|
21,676
|
|
|||
Resort Reported EBITDA
|
$
|
593,425
|
|
|
$
|
452,584
|
|
|
$
|
365,780
|
|
Real Estate Reported EBITDA
|
$
|
(399
|
)
|
|
$
|
2,784
|
|
|
$
|
(6,915
|
)
|
Income before provision for income taxes
|
$
|
348,449
|
|
|
$
|
242,619
|
|
|
$
|
149,328
|
|
Net income attributable to Vail Resorts, Inc.
|
$
|
210,553
|
|
|
$
|
149,754
|
|
|
$
|
114,754
|
|
|
|
|
|
|
|
|
Percentage
|
||||||||||
|
Year Ended July 31,
|
|
Increase/(Decrease)
|
||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017/2016
|
|
2016/2015
|
||||||||
Mountain net revenue:
|
|
|
|
|
|
|
|
|
|
||||||||
Lift
|
$
|
818,341
|
|
|
$
|
658,047
|
|
|
$
|
536,458
|
|
|
24.4
|
%
|
|
22.7
|
%
|
Ski school
|
177,748
|
|
|
143,249
|
|
|
126,206
|
|
|
24.1
|
%
|
|
13.5
|
%
|
|||
Dining
|
150,587
|
|
|
121,008
|
|
|
101,010
|
|
|
24.4
|
%
|
|
19.8
|
%
|
|||
Retail/rental
|
293,428
|
|
|
241,134
|
|
|
219,153
|
|
|
21.7
|
%
|
|
10.0
|
%
|
|||
Other
|
171,682
|
|
|
141,166
|
|
|
121,202
|
|
|
21.6
|
%
|
|
16.5
|
%
|
|||
Total Mountain net revenue
|
1,611,786
|
|
|
1,304,604
|
|
|
1,104,029
|
|
|
23.5
|
%
|
|
18.2
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
||||||||
Mountain operating expense:
|
|
|
|
|
|
|
|
|
|
||||||||
Labor and labor-related benefits
|
403,020
|
|
|
338,250
|
|
|
291,582
|
|
|
19.1
|
%
|
|
16.0
|
%
|
|||
Retail cost of sales
|
112,902
|
|
|
93,946
|
|
|
87,817
|
|
|
20.2
|
%
|
|
7.0
|
%
|
|||
Resort related fees
|
83,503
|
|
|
68,890
|
|
|
59,685
|
|
|
21.2
|
%
|
|
15.4
|
%
|
|||
General and administrative
|
199,582
|
|
|
173,640
|
|
|
147,272
|
|
|
14.9
|
%
|
|
17.9
|
%
|
|||
Other
|
248,324
|
|
|
206,746
|
|
|
190,791
|
|
|
20.1
|
%
|
|
8.4
|
%
|
|||
Total Mountain operating expense
|
1,047,331
|
|
|
881,472
|
|
|
777,147
|
|
|
18.8
|
%
|
|
13.4
|
%
|
|||
Gain on litigation settlement
|
—
|
|
|
—
|
|
|
16,400
|
|
|
—
|
%
|
|
(100.0
|
)%
|
|||
Mountain equity investment income, net
|
1,883
|
|
|
1,283
|
|
|
822
|
|
|
46.8
|
%
|
|
56.1
|
%
|
|||
Mountain Reported EBITDA
|
$
|
566,338
|
|
|
$
|
424,415
|
|
|
$
|
344,104
|
|
|
33.4
|
%
|
|
23.3
|
%
|
Total skier visits
|
12,047
|
|
|
10,032
|
|
|
8,466
|
|
|
20.1
|
%
|
|
18.5
|
%
|
|||
ETP
|
$
|
67.93
|
|
|
$
|
65.59
|
|
|
$
|
63.37
|
|
|
3.6
|
%
|
|
3.5
|
%
|
|
|
|
|
|
|
|
Percentage
|
||||||||||
|
Year Ended July 31,
|
|
Increase/(Decrease)
|
||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017/2016
|
|
2016/2015
|
||||||||
Lodging net revenue:
|
|
|
|
|
|
|
|
|
|
||||||||
Owned hotel rooms
|
$
|
63,939
|
|
|
$
|
63,520
|
|
|
$
|
57,916
|
|
|
0.7
|
%
|
|
9.7
|
%
|
Managed condominium rooms
|
65,694
|
|
|
61,934
|
|
|
58,936
|
|
|
6.1
|
%
|
|
5.1
|
%
|
|||
Dining
|
48,449
|
|
|
49,225
|
|
|
46,209
|
|
|
(1.6
|
)%
|
|
6.5
|
%
|
|||
Transportation
|
22,173
|
|
|
22,205
|
|
|
23,079
|
|
|
(0.1
|
)%
|
|
(3.8
|
)%
|
|||
Golf
|
17,837
|
|
|
17,519
|
|
|
16,340
|
|
|
1.8
|
%
|
|
7.2
|
%
|
|||
Other
|
46,238
|
|
|
47,833
|
|
|
41,760
|
|
|
(3.3
|
)%
|
|
14.5
|
%
|
|||
|
264,330
|
|
|
262,236
|
|
|
244,240
|
|
|
0.8
|
%
|
|
7.4
|
%
|
|||
Payroll cost reimbursements
|
14,184
|
|
|
12,318
|
|
|
10,313
|
|
|
15.1
|
%
|
|
19.4
|
%
|
|||
Total Lodging net revenue
|
278,514
|
|
|
274,554
|
|
|
254,553
|
|
|
1.4
|
%
|
|
7.9
|
%
|
|||
Lodging operating expense:
|
|
|
|
|
|
|
|
|
|
||||||||
Labor and labor-related benefits
|
117,183
|
|
|
114,404
|
|
|
110,168
|
|
|
2.4
|
%
|
|
3.8
|
%
|
|||
General and administrative
|
37,217
|
|
|
35,351
|
|
|
32,481
|
|
|
5.3
|
%
|
|
8.8
|
%
|
|||
Other
|
82,843
|
|
|
84,312
|
|
|
79,915
|
|
|
(1.7
|
)%
|
|
5.5
|
%
|
|||
|
237,243
|
|
|
234,067
|
|
|
222,564
|
|
|
1.4
|
%
|
|
5.2
|
%
|
|||
Reimbursed payroll costs
|
14,184
|
|
|
12,318
|
|
|
10,313
|
|
|
15.1
|
%
|
|
19.4
|
%
|
|||
Total Lodging operating expense
|
251,427
|
|
|
246,385
|
|
|
232,877
|
|
|
2.0
|
%
|
|
5.8
|
%
|
|||
Lodging Reported EBITDA
|
$
|
27,087
|
|
|
$
|
28,169
|
|
|
$
|
21,676
|
|
|
(3.8
|
)%
|
|
30.0
|
%
|
Owned hotel statistics:
|
|
|
|
|
|
|
|
|
|
||||||||
ADR
|
$
|
245.31
|
|
|
$
|
227.27
|
|
|
$
|
216.76
|
|
|
7.9
|
%
|
|
4.8
|
%
|
RevPar
|
$
|
168.14
|
|
|
$
|
153.13
|
|
|
$
|
140.28
|
|
|
9.8
|
%
|
|
9.2
|
%
|
Managed condominium statistics:
|
|
|
|
|
|
|
|
|
|
||||||||
ADR
|
$
|
347.64
|
|
|
$
|
325.38
|
|
|
$
|
316.32
|
|
|
6.8
|
%
|
|
2.9
|
%
|
RevPar
|
$
|
113.08
|
|
|
$
|
109.68
|
|
|
$
|
101.19
|
|
|
3.1
|
%
|
|
8.4
|
%
|
Owned hotel and managed condominium statistics (combined):
|
|
|
|
|
|
|
|
|
|
||||||||
ADR
|
$
|
302.80
|
|
|
$
|
280.38
|
|
|
$
|
270.84
|
|
|
8.0
|
%
|
|
3.5
|
%
|
RevPar
|
$
|
127.95
|
|
|
$
|
122.61
|
|
|
$
|
112.67
|
|
|
4.4
|
%
|
|
8.8
|
%
|
|
|
|
|
|
|
|
Percentage
|
||||||||||
|
Year Ended July 31,
|
|
Increase/(Decrease)
|
||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017/2016
|
|
2016/2015
|
||||||||
Total Real Estate net revenue
|
$
|
16,918
|
|
|
$
|
22,128
|
|
|
$
|
41,342
|
|
|
(23.5
|
)%
|
|
(46.5
|
)%
|
Real Estate operating expense:
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of sales (including sales commissions)
|
14,534
|
|
|
17,682
|
|
|
34,765
|
|
|
(17.8
|
)%
|
|
(49.1
|
)%
|
|||
Other
|
9,549
|
|
|
6,957
|
|
|
13,643
|
|
|
37.3
|
%
|
|
(49.0
|
)%
|
|||
Total Real Estate operating expense
|
24,083
|
|
|
24,639
|
|
|
48,408
|
|
|
(2.3
|
)%
|
|
(49.1
|
)%
|
|||
Gain on sale of real property
|
6,766
|
|
|
5,295
|
|
|
151
|
|
|
27.8
|
%
|
|
3,406.6
|
%
|
|||
Real Estate Reported EBITDA
|
$
|
(399
|
)
|
|
$
|
2,784
|
|
|
$
|
(6,915
|
)
|
|
(114.3
|
)%
|
|
140.3
|
%
|
|
Year Ended July 31,
|
|
Percentage Increase/(Decrease)
|
||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2017/2016
|
|
2016/2015
|
||||||||
Depreciation and amortization
|
$
|
(189,157
|
)
|
|
$
|
(161,488
|
)
|
|
$
|
(149,123
|
)
|
|
(17.1
|
)%
|
|
(8.3
|
)%
|
Loss on disposal of fixed assets and other, net
|
$
|
(6,430
|
)
|
|
$
|
(5,418
|
)
|
|
$
|
(2,057
|
)
|
|
(18.7
|
)%
|
|
(163.4
|
)%
|
Change in fair value of contingent consideration
|
$
|
(16,300
|
)
|
|
$
|
(4,200
|
)
|
|
$
|
3,650
|
|
|
(288.1
|
)%
|
|
215.1
|
%
|
Investment income and other, net
|
$
|
6,114
|
|
|
$
|
723
|
|
|
$
|
246
|
|
|
745.6
|
%
|
|
193.9
|
%
|
Interest expense, net
|
$
|
(54,089
|
)
|
|
$
|
(42,366
|
)
|
|
$
|
(51,241
|
)
|
|
(27.7
|
)%
|
|
17.3
|
%
|
Foreign currency gain on intercompany loans
|
$
|
15,285
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
nm
|
|
|
—
|
%
|
Loss on extinguishment of debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(11,012
|
)
|
|
—
|
%
|
|
100.0
|
%
|
Provision for income taxes
|
$
|
(116,731
|
)
|
|
$
|
(93,165
|
)
|
|
$
|
(34,718
|
)
|
|
(25.3
|
)%
|
|
(168.3
|
)%
|
|
Year Ended July 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Mountain Reported EBITDA
|
$
|
566,338
|
|
|
$
|
424,415
|
|
|
$
|
344,104
|
|
Lodging Reported EBITDA
|
27,087
|
|
|
28,169
|
|
|
21,676
|
|
|||
Resort Reported EBITDA
|
593,425
|
|
|
452,584
|
|
|
365,780
|
|
|||
Real Estate Reported EBITDA
|
(399
|
)
|
|
2,784
|
|
|
(6,915
|
)
|
|||
Total Reported EBITDA
|
593,026
|
|
|
455,368
|
|
|
358,865
|
|
|||
Depreciation and amortization
|
(189,157
|
)
|
|
(161,488
|
)
|
|
(149,123
|
)
|
|||
Loss on disposal of fixed assets and other, net
|
(6,430
|
)
|
|
(5,418
|
)
|
|
(2,057
|
)
|
|||
Change in fair value of contingent consideration
|
(16,300
|
)
|
|
(4,200
|
)
|
|
3,650
|
|
|||
Investment income and other, net
|
6,114
|
|
|
723
|
|
|
246
|
|
|||
Foreign currency gain on intercompany loans
|
15,285
|
|
|
—
|
|
|
—
|
|
|||
Interest expense, net
|
(54,089
|
)
|
|
(42,366
|
)
|
|
(51,241
|
)
|
|||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
(11,012
|
)
|
|||
Income before provision for income taxes
|
348,449
|
|
|
242,619
|
|
|
149,328
|
|
|||
Provision for income taxes
|
(116,731
|
)
|
|
(93,165
|
)
|
|
(34,718
|
)
|
|||
Net income
|
231,718
|
|
|
149,454
|
|
|
114,610
|
|
|||
Net (income) loss attributable to noncontrolling interests
|
(21,165
|
)
|
|
300
|
|
|
144
|
|
|||
Net income attributable to Vail Resorts, Inc.
|
$
|
210,553
|
|
|
$
|
149,754
|
|
|
$
|
114,754
|
|
|
July 31,
|
||||||
|
2017
|
|
2016
|
||||
Long-term debt, net
|
$
|
1,234,024
|
|
|
$
|
686,909
|
|
Long-term debt due within one year
|
38,397
|
|
|
13,354
|
|
||
Total debt
|
1,272,421
|
|
|
700,263
|
|
||
Less: cash and cash equivalents
|
117,389
|
|
|
67,897
|
|
||
Net Debt
|
$
|
1,155,032
|
|
|
$
|
632,366
|
|
|
Year Ended July 31,
|
||||||||
|
2017
|
2016
|
2015
|
||||||
Net cash provided by operating activities
|
$
|
456,914
|
|
$
|
426,762
|
|
$
|
303,660
|
|
Net cash used in investing activities
|
$
|
(682,836
|
)
|
$
|
(124,016
|
)
|
$
|
(427,068
|
)
|
Net cash provided by (used in) financing activities
|
$
|
271,892
|
|
$
|
(271,217
|
)
|
$
|
115,251
|
|
|
|
|
Payments Due by Period
|
||||||||||||||||
|
|
|
Fiscal
|
|
2-3
|
|
4-5
|
|
More than
|
||||||||||
Contractual Obligations
|
Total
|
|
2018
|
|
years
|
|
years
|
|
5 years
|
||||||||||
Long-Term Debt (Outstanding Principal)
(1)
|
$
|
1,276,521
|
|
|
$
|
38,397
|
|
|
$
|
76,971
|
|
|
$
|
774,721
|
|
|
$
|
386,432
|
|
Fixed Rate Interest
(1)
|
1,721
|
|
|
241
|
|
|
438
|
|
|
372
|
|
|
670
|
|
|||||
Canyons Obligation
(2)
|
1,678,146
|
|
|
27,164
|
|
|
55,969
|
|
|
58,230
|
|
|
1,536,783
|
|
|||||
Operating Leases and Service Contracts
(3)
|
324,917
|
|
|
51,660
|
|
|
68,404
|
|
|
55,568
|
|
|
149,285
|
|
|||||
Purchase Obligations and Other
(4)
|
494,221
|
|
|
360,980
|
|
|
99,353
|
|
|
5,174
|
|
|
28,714
|
|
|||||
Total Contractual Cash Obligations
|
$
|
3,775,526
|
|
|
$
|
478,442
|
|
|
$
|
301,135
|
|
|
$
|
894,065
|
|
|
$
|
2,101,884
|
|
(1)
|
The fixed-rate interest payments, as well as long-term debt payments, included in the table above, assume that all debt outstanding as of July 31, 2017 will be held to maturity. Interest payments associated with variable-rate debt have not been included in the table. Assuming that our $937.6 million of variable-rate long-term debt as of July 31, 2017 is held to maturity and utilizing interest rates in effect at July 31, 2017, our annual interest payments (including commitment
|
(2)
|
Reflects interest expense payments associated with the remaining lease term of the Canyons obligation, initially 50 years, assuming a 2% per annum (floor) increase in payments. Any potential increases to the annual fixed payment above the 2% floor due to inflation linked index of CPI less 1% have been excluded.
|
(3)
|
The payments under noncancelable operating leases included in the table above reflect the applicable minimum lease payments and exclude any potential contingent rent payments.
|
(4)
|
Purchase obligations and other primarily include amounts which are classified as trade payables, accrued payroll and benefits, accrued fees and assessments, contingent consideration liability, accrued taxes (including taxes for uncertain tax positions) on our Consolidated Balance Sheet as of July 31, 2017; and, other commitments for goods and services not yet received, including construction contracts, not included on our Consolidated Balance Sheet as of July 31, 2017 in accordance with GAAP.
|
|
Year Ended July 31,
|
|||||
|
2017
|
2016
|
||||
Foreign currency translation adjustments and other, net of tax
|
$
|
64,152
|
|
$
|
3,363
|
|
Foreign currency gain on intercompany loans
|
$
|
15,285
|
|
$
|
—
|
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
|
|
|
|
|
Consolidated Financial Statements
|
|
|
July 31,
|
|||||
|
2017
|
2016
|
||||
Assets
|
|
|
||||
Current assets:
|
|
|
||||
Cash and cash equivalents
|
$
|
117,389
|
|
$
|
67,897
|
|
Restricted cash
|
10,273
|
|
6,046
|
|
||
Accounts receivable, net of allowances of $750 and $616, respectively
|
186,913
|
|
147,113
|
|
||
Inventories, net of reserves of $1,518 and $1,713, respectively
|
84,814
|
|
74,589
|
|
||
Other current assets
|
33,681
|
|
27,220
|
|
||
Total current assets
|
433,070
|
|
322,865
|
|
||
Property, plant and equipment, net (Note 6)
|
1,714,154
|
|
1,363,814
|
|
||
Real estate held for sale and investment
|
103,405
|
|
111,088
|
|
||
Deferred charges and other assets
|
45,414
|
|
35,207
|
|
||
Goodwill, net (Note 6)
|
1,519,743
|
|
509,037
|
|
||
Intangible assets, net (Note 6)
|
294,932
|
|
140,007
|
|
||
Total assets
|
$
|
4,110,718
|
|
$
|
2,482,018
|
|
Liabilities and Stockholders’ Equity
|
|
|
||||
Current liabilities:
|
|
|
||||
Accounts payable and accrued liabilities (Note 6)
|
$
|
467,669
|
|
$
|
397,488
|
|
Income taxes payable
|
98,491
|
|
95,639
|
|
||
Long-term debt due within one year (Note 4)
|
38,397
|
|
13,354
|
|
||
Total current liabilities
|
604,557
|
|
506,481
|
|
||
Long-term debt, net (Note 4)
|
1,234,024
|
|
686,909
|
|
||
Other long-term liabilities (Note 6)
|
301,736
|
|
270,168
|
|
||
Deferred income taxes (Note 9)
|
171,442
|
|
129,994
|
|
||
Total liabilities
|
2,311,759
|
|
1,593,552
|
|
||
Commitments and contingencies (Note 11)
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
||||
Preferred stock, $0.01 par value, 25,000 shares authorized, no shares issued and outstanding
|
—
|
|
—
|
|
||
Common stock, $0.01 par value, 100,000 shares authorized and 45,448 and 41,614 shares issued, respectively
|
454
|
|
416
|
|
||
Exchangeable shares, $0.01 par value, 69 and zero shares issued and outstanding, respectively (Note 5)
|
1
|
|
—
|
|
||
Additional paid-in capital
|
1,222,510
|
|
635,986
|
|
||
Accumulated other comprehensive income (loss)
|
44,395
|
|
(1,550
|
)
|
||
Retained earnings
|
550,985
|
|
486,667
|
|
||
Treasury stock, at cost; 5,436 and 5,435 shares, respectively (Note 14)
|
(247,189
|
)
|
(246,979
|
)
|
||
Total Vail Resorts, Inc. stockholders’ equity
|
1,571,156
|
|
874,540
|
|
||
Noncontrolling interests
|
227,803
|
|
13,926
|
|
||
Total stockholders’ equity
|
1,798,959
|
|
888,466
|
|
||
Total liabilities and stockholders’ equity
|
$
|
4,110,718
|
|
$
|
2,482,018
|
|
|
Year Ended July 31,
|
||||||||
|
2017
|
2016
|
2015
|
||||||
Net revenue:
|
|
|
|
||||||
Mountain and Lodging services and other
|
$
|
1,477,654
|
|
$
|
1,228,716
|
|
$
|
1,044,599
|
|
Mountain and Lodging retail and dining
|
412,646
|
|
350,442
|
|
313,983
|
|
|||
Resort net revenue
|
1,890,300
|
|
1,579,158
|
|
1,358,582
|
|
|||
Real Estate
|
16,918
|
|
22,128
|
|
41,342
|
|
|||
Total net revenue
|
1,907,218
|
|
1,601,286
|
|
1,399,924
|
|
|||
Operating expense (exclusive of depreciation and amortization shown separately below):
|
|
|
|
||||||
Mountain and Lodging operating expense
|
891,135
|
|
775,590
|
|
697,111
|
|
|||
Mountain and Lodging retail and dining cost of products sold
|
170,824
|
|
143,276
|
|
133,160
|
|
|||
General and administrative
|
236,799
|
|
208,991
|
|
179,753
|
|
|||
Resort operating expense
|
1,298,758
|
|
1,127,857
|
|
1,010,024
|
|
|||
Real Estate
|
24,083
|
|
24,639
|
|
48,408
|
|
|||
Total segment operating expense
|
1,322,841
|
|
1,152,496
|
|
1,058,432
|
|
|||
Other operating (expense) income:
|
|
|
|
||||||
Depreciation and amortization
|
(189,157
|
)
|
(161,488
|
)
|
(149,123
|
)
|
|||
Gain on sale of real property
|
6,766
|
|
5,295
|
|
151
|
|
|||
Gain on litigation settlement (Note 5)
|
—
|
|
—
|
|
16,400
|
|
|||
Change in fair value of contingent consideration (Note 8)
|
(16,300
|
)
|
(4,200
|
)
|
3,650
|
|
|||
Loss on disposal of fixed assets and other, net
|
(6,430
|
)
|
(5,418
|
)
|
(2,057
|
)
|
|||
Income from operations
|
379,256
|
|
282,979
|
|
210,513
|
|
|||
Mountain equity investment income, net
|
1,883
|
|
1,283
|
|
822
|
|
|||
Investment income and other, net
|
6,114
|
|
723
|
|
246
|
|
|||
Foreign currency gain on intercompany loans (Note 4)
|
15,285
|
|
—
|
|
—
|
|
|||
Interest expense, net
|
(54,089
|
)
|
(42,366
|
)
|
(51,241
|
)
|
|||
Loss on extinguishment of debt (Note 4)
|
—
|
|
—
|
|
(11,012
|
)
|
|||
Income before provision for income taxes
|
348,449
|
|
242,619
|
|
149,328
|
|
|||
Provision for income taxes (Note 9)
|
(116,731
|
)
|
(93,165
|
)
|
(34,718
|
)
|
|||
Net income
|
231,718
|
|
149,454
|
|
114,610
|
|
|||
Net (income) loss attributable to noncontrolling interests
|
(21,165
|
)
|
300
|
|
144
|
|
|||
Net income attributable to Vail Resorts, Inc.
|
$
|
210,553
|
|
$
|
149,754
|
|
$
|
114,754
|
|
Per share amounts (Note 3):
|
|
|
|
||||||
Basic net income per share attributable to Vail Resorts, Inc.
|
$
|
5.36
|
|
$
|
4.13
|
|
$
|
3.16
|
|
Diluted net income per share attributable to Vail Resorts, Inc.
|
$
|
5.22
|
|
$
|
4.01
|
|
$
|
3.07
|
|
Cash dividends declared per share
|
$
|
3.726
|
|
$
|
2.865
|
|
$
|
2.075
|
|
|
Year Ended July 31,
|
||||||||
|
2017
|
2016
|
2015
|
||||||
Net income
|
$
|
231,718
|
|
$
|
149,454
|
|
$
|
114,610
|
|
Foreign currency translation adjustments and other (net of tax of ($2,831), ($1,905) and $2,578, respectively)
|
64,152
|
|
3,363
|
|
(4,714
|
)
|
|||
Comprehensive income
|
295,870
|
|
152,817
|
|
109,896
|
|
|||
Comprehensive (income) loss attributable to noncontrolling interests
|
(39,372
|
)
|
300
|
|
144
|
|
|||
Comprehensive income attributable to Vail Resorts, Inc.
|
$
|
256,498
|
|
$
|
153,117
|
|
$
|
110,040
|
|
|
Common Stock
|
Additional
Paid in
Capital
|
Accumulated Other Comprehensive Income (Loss)
|
Retained
Earnings
|
Treasury
Stock
|
Total Vail
Resorts, Inc.
Stockholders’
Equity
|
Noncontrolling
Interests
|
Total
Stockholders’
Equity
|
|||||||||||||||||||
|
Vail Resorts
|
Exchangeable
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance, July 31, 2014
|
$
|
412
|
|
$
|
—
|
|
$
|
612,322
|
|
$
|
(199
|
)
|
$
|
401,500
|
|
$
|
(193,192
|
)
|
$
|
820,843
|
|
$
|
13,957
|
|
$
|
834,800
|
|
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net income (loss)
|
—
|
|
—
|
|
—
|
|
—
|
|
114,754
|
|
—
|
|
114,754
|
|
(144
|
)
|
114,610
|
|
|||||||||
Foreign currency translation adjustments, net of tax
|
—
|
|
—
|
|
—
|
|
(4,714
|
)
|
—
|
|
—
|
|
(4,714
|
)
|
—
|
|
(4,714
|
)
|
|||||||||
Total comprehensive income (loss)
|
|
|
|
|
|
|
110,040
|
|
(144
|
)
|
109,896
|
|
|||||||||||||||
Stock-based compensation (Note 15)
|
—
|
|
—
|
|
15,753
|
|
—
|
|
—
|
|
—
|
|
15,753
|
|
—
|
|
15,753
|
|
|||||||||
Issuance of shares under share award plan net of shares withheld for taxes (Note 15)
|
3
|
|
—
|
|
(17,189
|
)
|
—
|
|
—
|
|
—
|
|
(17,186
|
)
|
—
|
|
(17,186
|
)
|
|||||||||
Tax benefit from share award plan
|
—
|
|
—
|
|
12,624
|
|
—
|
|
—
|
|
—
|
|
12,624
|
|
—
|
|
12,624
|
|
|||||||||
Dividends (Note 3)
|
—
|
|
—
|
|
—
|
|
—
|
|
(75,506
|
)
|
—
|
|
(75,506
|
)
|
—
|
|
(75,506
|
)
|
|||||||||
Contributions from noncontrolling interests, net
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
205
|
|
205
|
|
|||||||||
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)
|
—
|
|
—
|
|
—
|
|
—
|
|
149,754
|
|
—
|
|
149,754
|
|
(300
|
)
|
149,454
|
|
|||||||||
Foreign currency translation adjustments and other, net of tax
|
—
|
|
—
|
|
—
|
|
3,363
|
|
—
|
|
—
|
|
3,363
|
|
—
|
|
3,363
|
|
|||||||||
Total comprehensive income (loss)
|
|
|
|
|
|
|
153,117
|
|
(300
|
)
|
152,817
|
|
|||||||||||||||
Stock-based compensation (Note 15)
|
—
|
|
—
|
|
17,025
|
|
—
|
|
—
|
|
—
|
|
17,025
|
|
—
|
|
17,025
|
|
|||||||||
Issuance of shares under share award plan net of shares withheld for taxes (Note 15)
|
1
|
|
—
|
|
(10,216
|
)
|
—
|
|
—
|
|
—
|
|
(10,215
|
)
|
—
|
|
(10,215
|
)
|
|||||||||
Tax benefit from share award plan
|
—
|
|
—
|
|
5,667
|
|
—
|
|
—
|
|
—
|
|
5,667
|
|
—
|
|
5,667
|
|
|||||||||
Repurchases of common stock (Note 14)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(53,787
|
)
|
(53,787
|
)
|
—
|
|
(53,787
|
)
|
|||||||||
Dividends (Note 3)
|
—
|
|
—
|
|
—
|
|
—
|
|
(103,835
|
)
|
—
|
|
(103,835
|
)
|
—
|
|
(103,835
|
)
|
|||||||||
Contributions from noncontrolling interests, net
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
208
|
|
208
|
|
|||||||||
Balance, July 31, 2016
|
416
|
|
—
|
|
635,986
|
|
(1,550
|
)
|
486,667
|
|
(246,979
|
)
|
874,540
|
|
13,926
|
|
888,466
|
|
|||||||||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
210,553
|
|
—
|
|
210,553
|
|
21,165
|
|
231,718
|
|
|||||||||
Foreign currency translation adjustments, net of tax
|
—
|
|
—
|
|
—
|
|
45,945
|
|
—
|
|
—
|
|
45,945
|
|
18,207
|
|
64,152
|
|
|||||||||
Total comprehensive income
|
|
|
|
|
|
|
256,498
|
|
39,372
|
|
295,870
|
|
|||||||||||||||
Stock-based compensation (Note 15)
|
—
|
|
—
|
|
18,315
|
|
—
|
|
—
|
|
—
|
|
18,315
|
|
—
|
|
18,315
|
|
|||||||||
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 plan net of shares withheld for taxes (Note 15)
|
2
|
|
—
|
|
(16,277
|
)
|
—
|
|
—
|
|
—
|
|
(16,275
|
)
|
—
|
|
(16,275
|
)
|
|||||||||
Tax benefit from share award plan
|
—
|
|
—
|
|
9,878
|
|
—
|
|
—
|
|
—
|
|
9,878
|
|
—
|
|
9,878
|
|
|||||||||
Repurchases of common stock (Note 14)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(210
|
)
|
(210
|
)
|
—
|
|
(210
|
)
|
|||||||||
Dividends (Note 3)
|
—
|
|
—
|
|
—
|
|
—
|
|
(146,235
|
)
|
—
|
|
(146,235
|
)
|
—
|
|
(146,235
|
)
|
|||||||||
Acquisition of noncontrolling interest (Note 5)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
182,579
|
|
182,579
|
|
|||||||||
Distributions to noncontrolling interests, net
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(8,074
|
)
|
$
|
(8,074
|
)
|
||||||||
Balance, July 31, 2017
|
$
|
454
|
|
$
|
1
|
|
$
|
1,222,510
|
|
$
|
44,395
|
|
$
|
550,985
|
|
$
|
(247,189
|
)
|
$
|
1,571,156
|
|
$
|
227,803
|
|
$
|
1,798,959
|
|
|
Year Ended July 31,
|
||||||||
|
2017
|
2016
|
2015
|
||||||
Cash flows from operating activities:
|
|
|
|
||||||
Net income
|
$
|
231,718
|
|
$
|
149,454
|
|
$
|
114,610
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||||
Depreciation and amortization
|
189,157
|
|
161,488
|
|
149,123
|
|
|||
Cost of real estate sales
|
13,097
|
|
15,724
|
|
32,190
|
|
|||
Stock-based compensation expense
|
18,315
|
|
17,025
|
|
15,753
|
|
|||
Deferred income taxes, net
|
36,437
|
|
7,626
|
|
12,968
|
|
|||
Canyons obligation accreted interest expense
|
5,687
|
|
5,644
|
|
5,596
|
|
|||
Change in fair value of contingent consideration
|
16,300
|
|
4,200
|
|
(3,650
|
)
|
|||
Foreign currency gain on intercompany loans
|
(15,285
|
)
|
—
|
|
—
|
|
|||
Gain on litigation settlement
|
—
|
|
—
|
|
(16,400
|
)
|
|||
Park City litigation settlement payment
|
—
|
|
—
|
|
(10,000
|
)
|
|||
Gain on sale of real property
|
(6,766
|
)
|
(5,295
|
)
|
(151
|
)
|
|||
Loss on extinguishment of debt
|
—
|
|
—
|
|
11,012
|
|
|||
Payment of tender premium
|
—
|
|
—
|
|
(8,636
|
)
|
|||
Other non-cash income, net
|
(15,063
|
)
|
(8,044
|
)
|
(6,930
|
)
|
|||
Changes in assets and liabilities, net of effects of acquisitions:
|
|
|
|
||||||
Restricted cash
|
2,206
|
|
6,966
|
|
162
|
|
|||
Accounts receivable, net
|
(36,291
|
)
|
(32,991
|
)
|
(15,350
|
)
|
|||
Inventories, net
|
8,086
|
|
(843
|
)
|
(1,304
|
)
|
|||
Accounts payable and accrued liabilities
|
(14,177
|
)
|
42,367
|
|
4,498
|
|
|||
Income taxes payable
|
18,076
|
|
56,553
|
|
41,783
|
|
|||
Other assets and liabilities, net
|
5,417
|
|
6,888
|
|
(21,614
|
)
|
|||
Net cash provided by operating activities
|
456,914
|
|
426,762
|
|
303,660
|
|
|||
Cash flows from investing activities:
|
|
|
|
||||||
Capital expenditures
|
(144,432
|
)
|
(109,237
|
)
|
(123,884
|
)
|
|||
Acquisition of businesses, net of cash acquired
|
(553,220
|
)
|
(20,245
|
)
|
(307,051
|
)
|
|||
Cash received from sale of real property
|
7,992
|
|
7,386
|
|
2,541
|
|
|||
Other investing activities, net
|
6,824
|
|
(1,920
|
)
|
1,326
|
|
|||
Net cash used in investing activities
|
(682,836
|
)
|
(124,016
|
)
|
(427,068
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
||||||
Proceeds from borrowings under Vail Holdings Credit Agreement term loan
|
509,375
|
|
—
|
|
250,000
|
|
|||
Proceeds from borrowings under Vail Holdings Credit Agreement revolver
|
160,000
|
|
210,000
|
|
438,000
|
|
|||
Proceeds from borrowings under Whistler Credit Agreement revolver
|
16,917
|
|
—
|
|
—
|
|
|||
Repayments on tender of 6.50% Notes
|
—
|
|
—
|
|
(215,000
|
)
|
|||
Repayments on tender of Industrial Development Bonds
|
—
|
|
—
|
|
(41,200
|
)
|
|||
Repayments of borrowings under Vail Holdings Credit Agreement term loan
|
(28,125
|
)
|
(9,375
|
)
|
—
|
|
|||
Repayments of borrowings under Vail Holdings Credit Agreement revolver
|
(185,000
|
)
|
(320,000
|
)
|
(253,000
|
)
|
|||
Repayments of borrowings under Whistler Credit Agreement revolver
|
(53,889
|
)
|
—
|
|
—
|
|
|||
Repurchases of common stock
|
(210
|
)
|
(53,787
|
)
|
—
|
|
|||
Dividends paid
|
(146,235
|
)
|
(103,835
|
)
|
(75,506
|
)
|
|||
Other financing activities, net
|
(941
|
)
|
5,780
|
|
11,957
|
|
|||
Net cash provided by (used in) financing activities
|
271,892
|
|
(271,217
|
)
|
115,251
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
3,522
|
|
909
|
|
(790
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
49,492
|
|
32,438
|
|
(8,947
|
)
|
|||
Cash and cash equivalents:
|
|
|
|
||||||
Beginning of period
|
$
|
67,897
|
|
$
|
35,459
|
|
$
|
44,406
|
|
End of period
|
$
|
117,389
|
|
$
|
67,897
|
|
$
|
35,459
|
|
Cash paid for interest
|
$
|
46,454
|
|
$
|
33,243
|
|
$
|
46,483
|
|
Taxes paid (refunded), net
|
$
|
49,373
|
|
$
|
21,994
|
|
$
|
(4,421
|
)
|
Non-cash investing activities:
|
|
|
|
||||||
Accrued capital expenditures
|
$
|
14,631
|
|
$
|
16,267
|
|
$
|
6,267
|
|
Capital expenditures made under long-term financing
|
$
|
—
|
|
$
|
—
|
|
$
|
7,037
|
|
Mountain Resorts:
|
|
Location:
|
|
1.
|
Vail Mountain Resort (“Vail Mountain”)
|
|
Colorado
|
2.
|
Breckenridge Ski Resort (“Breckenridge”)
|
|
Colorado
|
3.
|
Keystone Resort (“Keystone”)
|
|
Colorado
|
4.
|
Beaver Creek Resort (“Beaver Creek”)
|
|
Colorado
|
5.
|
Park City Resort (“Park City”)
|
|
Utah
|
6.
|
Heavenly Mountain Resort (“Heavenly”)
|
|
Lake Tahoe area of Nevada and California
|
7.
|
Northstar Resort (“Northstar”)
|
|
Lake Tahoe area of California
|
8.
|
Kirkwood Mountain Resort (“Kirkwood”)
|
|
Lake Tahoe area of California
|
9.
|
Perisher Ski Resort (“Perisher”)
|
|
New South Wales, Australia
|
10.
|
Whistler Blackcomb Resort (“Whistler Blackcomb”)
|
|
British Columbia, Canada
|
11.
|
Stowe Mountain Resort (“Stowe”)
|
|
Vermont
|
Urban Ski Areas (“Urban”):
|
|
Location:
|
|
1.
|
Wilmot Mountain (“Wilmot”)
|
|
Wisconsin
|
2.
|
Afton Alps Ski Area (“Afton Alps”)
|
|
Minnesota
|
3.
|
Mount Brighton Ski Area (“Mt. Brighton”)
|
|
Michigan
|
2.
|
Summary of Significant Accounting Policies
|
|
Estimated Life
in Years
|
Land improvements
|
10-35
|
Buildings and building improvements
|
7-30
|
Machinery and equipment
|
2-30
|
Furniture and fixtures
|
3-10
|
Software
|
3
|
Vehicles
|
3-10
|
•
|
Mountain revenue is derived from a wide variety of sources, including, among other things, sales of lift tickets (including season passes), ski school operations, other on-mountain activities, dining operations, retail sales, equipment rentals, private ski club amortized initiation fees and dues, marketing and internet advertising, commercial leasing, employee housing, municipal services and lodging and transportation operations at Perisher, and is recognized as products are delivered or services are performed. The Company records deferred revenue related to the sale of season ski passes. The number of season pass holder visits is estimated based on historical data and the deferred revenue is recognized throughout the ski season based on this estimate, or on a straight-line basis if usage patterns cannot be determined based on available historical data.
|
•
|
Revenue from non-refundable private club initiation fees is recognized over the estimated life of the facilities on a straight-line basis upon inception of the club. As of
July 31, 2017
, the weighted average remaining period over which the private club initiation fees will be recognized is approximately
13 years
. Additionally, certain club initiation fees are refundable in
30 years
after the date of acceptance of a member. Under these memberships, the difference between the amount paid by the member and the present value of the refund obligation is recorded as deferred initiation fee revenue in the Company’s Consolidated Balance Sheets and recognized as revenue on a straight-line basis over
30 years
. The present value of the refund obligation is recorded as an initiation deposit liability and accretes over the nonrefundable term using the effective interest method. The accretion is included in interest expense.
|
•
|
Lodging revenue is derived from a wide variety of sources, including, among other things, hotel operations, dining operations, property management services, managed hotel property payroll cost reimbursements, private golf club amortized initiation fees and dues, transportation services and golf course greens fees, and is recognized as products are delivered or services are performed. Revenue from payroll cost reimbursements relates to payroll costs of managed hotel properties where the Company is the employer. The reimbursements are based upon the costs incurred with no added margin; therefore, these revenues and corresponding expenses have no net effect on the Company’s operating income or net income.
|
•
|
Real estate revenue primarily includes the sale of land parcels and condominium units (of which the Company had sold-out of available condominium units as of July 31, 2017) and is recorded primarily using the full accrual method and occurs only upon the following: (i) substantial completion of the entire development project, if applicable, (ii) receipt of certificates of occupancy or temporary certificates of occupancy from local governmental agencies, if applicable, (iii) closing of the sales transaction including receipt of all, or substantially all, sales proceeds (including any deposits previously received) and (iv) transfer of ownership.
|
|
Year Ended July 31,
|
||||||||
|
2017
|
2016
|
2015
|
||||||
Mountain stock-based compensation expense
|
$
|
14,969
|
|
$
|
13,404
|
|
$
|
11,841
|
|
Lodging stock-based compensation expense
|
3,215
|
|
3,094
|
|
2,621
|
|
|||
Real Estate stock-based compensation expense
|
131
|
|
527
|
|
1,291
|
|
|||
Pre-tax stock-based compensation expense
|
18,315
|
|
17,025
|
|
15,753
|
|
|||
Less: benefit from income taxes
|
6,290
|
|
6,057
|
|
6,026
|
|
|||
Net stock-based compensation expense
|
$
|
12,025
|
|
$
|
10,968
|
|
$
|
9,727
|
|
|
Year Ended July 31,
|
|||||||||||||||||
|
2017
|
2016
|
2015
|
|||||||||||||||
|
Basic
|
Diluted
|
Basic
|
Diluted
|
Basic
|
Diluted
|
||||||||||||
Net income per share:
|
|
|
|
|
|
|
||||||||||||
Net income attributable to Vail Resorts
|
$
|
210,553
|
|
$
|
210,553
|
|
$
|
149,754
|
|
$
|
149,754
|
|
$
|
114,754
|
|
$
|
114,754
|
|
Weighted-average shares outstanding
|
39,158
|
|
39,158
|
|
36,276
|
|
36,276
|
|
36,342
|
|
36,342
|
|
||||||
Weighted-average Exchangeco shares outstanding
|
93
|
|
93
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Total Weighted-average shares outstanding
|
39,251
|
|
39,251
|
|
36,276
|
|
36,276
|
|
36,342
|
|
36,342
|
|
||||||
Effect of dilutive securities
|
—
|
|
1,115
|
|
—
|
|
1,036
|
|
—
|
|
1,064
|
|
||||||
Total shares
|
39,251
|
|
40,366
|
|
36,276
|
|
37,312
|
|
36,342
|
|
37,406
|
|
||||||
Net income per share attributable to Vail Resorts
|
$
|
5.36
|
|
$
|
5.22
|
|
$
|
4.13
|
|
$
|
4.01
|
|
$
|
3.16
|
|
$
|
3.07
|
|
|
Maturity
|
July 31,
2017 |
July 31,
2016 |
||||
Vail Holdings Credit Agreement revolver (a)
|
2021
|
$
|
50,000
|
|
$
|
75,000
|
|
Vail Holdings Credit Agreement term loan (a)
|
2021
|
721,875
|
|
240,625
|
|
||
Whistler Credit Agreement revolver (b)
|
2021
|
113,119
|
|
—
|
|
||
Employee housing bonds (c)
|
2027-2039
|
52,575
|
|
52,575
|
|
||
Canyons obligation (d)
|
2063
|
328,786
|
|
323,099
|
|
||
Other (e)
|
2024-2028
|
10,166
|
|
11,021
|
|
||
Total debt
|
|
1,276,521
|
|
702,320
|
|
||
Less: Unamortized debt issuance costs
|
|
4,100
|
|
2,057
|
|
||
Less: Current maturities (f)
|
|
38,397
|
|
13,354
|
|
||
Long-term debt, net
|
|
$
|
1,234,024
|
|
$
|
686,909
|
|
(a)
|
On
October 14, 2016
, in order to finance the cash portion of the consideration and payment of associated fees and expenses of the Whistler Blackcomb acquisition (see Note 5, Acquisitions), the Company’s wholly-owned subsidiary, Vail Holdings, Inc. (“VHI”) entered into the Second Amendment to the Seventh Amended and Restated Credit Facility, dated as of May 1, 2015 (the “Vail Holdings Credit Agreement”), with Bank of America, N.A., as administrative agent, and other lenders named therein, through which these lenders provided an additional
$509.4 million
in incremental term loans and agreed, on behalf of all lenders, to extend the maturity date for the outstanding term loans and revolver facility under the Vail Holdings Credit Agreement to
October 14, 2021
(the “Amendment”). The Vail Holdings Credit Agreement consists of a
$400.0 million
revolving credit facility and a
$750.0 million
term loan facility. The other material terms of the Vail Holdings Credit Agreement were not altered by the Amendment. VHI’s obligations under the Vail Holdings Credit Agreement are guaranteed by the Company and certain of its subsidiaries and are collateralized by a pledge of all the capital stock of VHI and substantially all of its subsidiaries (with certain additional exceptions for the pledge of the capital stock of foreign subsidiaries).
In addition, pursuant to the terms of the Vail Holdings Credit Agreement, VHI has the ability to increase availability (under the revolver or in the form of term loans) to an aggregate principal amount not to exceed the greater of (i) $950.0 million and (ii) the product of 2.75 and the trailing twelve-month Adjusted EBITDA, as defined in the Vail Holdings Credit Agreement. The term loan facility is subject to quarterly amortization of principal of approximately $9.4 million, which began on January 31, 2017, in equal installments, with five percent payable in each year and the final payment of all amounts outstanding, plus accrued and unpaid interest due in October 2021. The proceeds of the loans made under the Vail Holdings Credit Agreement may be used to fund the Company’s working capital needs, capital expenditures, acquisitions, investments and other general corporate purposes, including the issuance of letters of credit. Borrowings under the Vail Holdings Credit Agreement, including the term loan facility, bear interest annually at the Company's option at the rate of (i) LIBOR plus 1.25% as of July 31, 2017 (2.48% as of July 31, 2017) or (ii) the Agent's prime lending rate plus a margin (2.48% as of July 31, 2017)
. Interest rate margins may fluctuate based upon the ratio of the Company’s Net Funded Debt to Adjusted EBITDA on a trailing four-quarter basis. The Vail Holdings Credit Agreement also includes a quarterly unused commitment fee, which is equal to a percentage determined by the Net Funded Debt to Adjusted EBITDA ratio, as each such term is defined in the Vail Holdings Credit Agreement, times the daily amount by which the Vail Holdings Credit Agreement commitment exceeds the total of outstanding loans and outstanding letters of credit. The unused amounts are accessible to the extent that the Net Funded Debt to Adjusted EBITDA ratio does not exceed the maximum ratio allowed at quarter-ends and the Adjusted EBITDA to interest on Funded Debt (as defined in the Vail Holdings Credit Agreement) ratio does not fall below the minimum ratio allowed at quarter-ends. The Vail Holdings Credit Agreement provides for affirmative and negative covenants that restrict, among other things, the Company’s ability to incur indebtedness, dispose of assets, make capital expenditures, make distributions and make investments. In addition, the Vail Holdings Credit Agreement includes the following restrictive financial covenants: Net Funded Debt to Adjusted EBITDA ratio and Adjusted EBITDA to interest on Funded Debt ratio.
|
(b)
|
The WB Partnerships (as defined in Note 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
|
(c)
|
The Company has recorded the outstanding debt of four Employee Housing Entities (each an “Employee Housing Entity” and collectively the “Employee Housing Entities”): Breckenridge Terrace, Tarnes, BC Housing and Tenderfoot. The proceeds of the Employee Housing Bonds were used to develop apartment complexes designated primarily for use by the Company’s seasonal employees at its Colorado mountain resorts. The Employee Housing Bonds are variable rate, interest-only instruments with interest rates tied to
LIBOR plus 0% to 0.09%
(
1.23%
to
1.32%
as of
July 31, 2017
).
|
|
Maturity (a)
|
Tranche A
|
Tranche B
|
Total
|
||||||
Breckenridge Terrace
|
2039
|
$
|
14,980
|
|
$
|
5,000
|
|
$
|
19,980
|
|
Tarnes
|
2039
|
8,000
|
|
2,410
|
|
10,410
|
|
|||
BC Housing
|
2027
|
9,100
|
|
1,500
|
|
10,600
|
|
|||
Tenderfoot
|
2035
|
5,700
|
|
5,885
|
|
11,585
|
|
|||
Total
|
|
$
|
37,780
|
|
$
|
14,795
|
|
$
|
52,575
|
|
(d)
|
On
May 24, 2013
, VR CPC Holdings, Inc. (“VR CPC”), a wholly-owned subsidiary of the Company, entered into a transaction agreement (the “Transaction Agreement”) with affiliate companies of Talisker Corporation (“Talisker”) pursuant to which the parties entered into a master lease agreement (the “Lease”) and certain ancillary transaction documents on May 29, 2013 related to the former stand-alone Canyons Resort (“Canyons”), pursuant to which the Company assumed the resort operations of the Canyons. The Lease between VR CPC and Talisker has an initial term of
50 years
with
six 50-year renewal options
. The Lease provides for
$25 million
in annual payments, which increase each year by an
inflation linked index of CPI less 1%, with a floor of 2% per annum
. Vail Resorts has guaranteed the payments under the Lease. The obligation at
July 31, 2017
represents future lease payments for the remaining initial lease term of
50 years
(including annual increases at the floor of 2%) discounted using an interest rate of
10%
, and includes accumulated accreted interest expense of
$23.5 million
.
|
(e)
|
Other obligations primarily consist of a
$4.4 million
note outstanding to the Colorado Water Conservation Board, which matures on
September 16, 2028
, and other financing arrangements. Other obligations, including the Colorado Water Conservation Board note, bear interest at rates ranging from
5.1%
to
5.5%
.
|
(f)
|
Current maturities represent principal payments due in the next
12 months
.
|
|
Total
|
||
2018
|
$
|
38,397
|
|
2019
|
38,455
|
|
|
2020
|
38,516
|
|
|
2021
|
38,580
|
|
|
2022
|
736,141
|
|
|
Thereafter
|
386,432
|
|
|
Total debt
|
$
|
1,276,521
|
|
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
|
|
$
|
36,820
|
|
Property, plant and equipment
|
|
332,609
|
|
|
Real estate held for sale and investment
|
|
8,216
|
|
|
Goodwill
|
|
956,739
|
|
|
Identifiable intangibles
|
|
152,035
|
|
|
Deferred income taxes, net
|
|
7,861
|
|
|
Other assets
|
|
1,973
|
|
|
Current liabilities
|
|
(74,086
|
)
|
|
Assumed long-term debt
|
|
(144,922
|
)
|
|
Other long-term liabilities
|
|
(3,155
|
)
|
|
Net assets acquired
|
|
$
|
1,274,090
|
|
|
Estimated Fair Value
|
|
Weighted Average Amortization Period
|
||
|
($ in thousands)
|
|
(in years)
(1)
|
||
Trademarks
|
$
|
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
|
|
|
|
|
|
Year Ended July 31,
|
|||||
|
|
2017
|
2016
|
||||
Pro forma net revenue
|
|
$
|
1,929,882
|
|
$
|
1,835,924
|
|
Pro forma net income attributable to Vail Resorts, Inc.
|
|
$
|
212,475
|
|
$
|
170,855
|
|
Pro forma basic net income per share attributable to Vail Resorts, Inc.
|
|
$
|
5.31
|
|
$
|
4.27
|
|
Pro forma diluted net income per share attributable to Vail Resorts, Inc.
|
|
$
|
5.16
|
|
$
|
4.16
|
|
|
Acquisition Date Estimated Fair Value
|
||
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 Estimated 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
|
|
6.
|
Supplementary Balance Sheet Information
|
|
July 31,
|
|||||
|
2017
|
2016
|
||||
Land and land improvements
|
$
|
553,655
|
|
$
|
440,300
|
|
Buildings and building improvements
|
1,210,864
|
|
1,025,515
|
|
||
Machinery and equipment
|
987,080
|
|
866,008
|
|
||
Furniture and fixtures
|
280,292
|
|
284,959
|
|
||
Software
|
108,048
|
|
103,754
|
|
||
Vehicles
|
59,596
|
|
58,159
|
|
||
Construction in progress
|
49,359
|
|
39,396
|
|
||
Gross property, plant and equipment
|
3,248,894
|
|
2,818,091
|
|
||
Accumulated depreciation
|
(1,534,740
|
)
|
(1,454,277
|
)
|
||
Property, plant and equipment, net
|
$
|
1,714,154
|
|
$
|
1,363,814
|
|
|
July 31,
|
|||||
|
2017
|
2016
|
||||
Land
|
$
|
31,818
|
|
$
|
31,818
|
|
Land improvements
|
49,228
|
|
49,228
|
|
||
Buildings and building improvements
|
42,910
|
|
42,910
|
|
||
Machinery and equipment
|
61,156
|
|
61,175
|
|
||
Gross property, plant and equipment
|
185,112
|
|
185,131
|
|
||
Accumulated depreciation
|
(37,000
|
)
|
(27,110
|
)
|
||
Property, plant and equipment, net
|
$
|
148,112
|
|
$
|
158,021
|
|
|
July 31,
|
|||||
|
2017
|
2016
|
||||
Goodwill
|
|
|
||||
Goodwill
|
$
|
1,537,097
|
|
$
|
526,391
|
|
Accumulated amortization
|
(17,354
|
)
|
(17,354
|
)
|
||
Goodwill, net
|
$
|
1,519,743
|
|
$
|
509,037
|
|
|
|
|
||||
Indefinite-lived intangible assets
|
|
|
||||
Trademarks
|
$
|
216,923
|
|
$
|
67,705
|
|
Other
|
41,275
|
|
37,548
|
|
||
Total gross indefinite-lived intangible assets
|
258,198
|
|
105,253
|
|
||
Accumulated amortization
|
(24,713
|
)
|
(24,713
|
)
|
||
Indefinite-lived intangible assets, net
|
233,485
|
|
80,540
|
|
||
Amortizable intangible assets
|
|
|
||||
Trademarks
|
39,071
|
|
37,635
|
|
||
Other
|
49,804
|
|
41,889
|
|
||
Total gross amortizable intangible assets
|
88,875
|
|
79,524
|
|
||
Accumulated amortization
|
(27,428
|
)
|
(20,057
|
)
|
||
Amortizable intangible assets, net
|
61,447
|
|
59,467
|
|
||
Total gross intangible assets
|
347,073
|
|
184,777
|
|
||
Total accumulated amortization
|
(52,141
|
)
|
(44,770
|
)
|
||
Total intangible assets, net
|
$
|
294,932
|
|
$
|
140,007
|
|
|
Mountain
|
Lodging
|
Goodwill, net
|
||||||
Balance at July 31, 2015
|
$
|
432,534
|
|
$
|
67,899
|
|
$
|
500,433
|
|
Acquisitions
|
7,400
|
|
—
|
|
7,400
|
|
|||
Effects of changes in foreign currency exchange rates
|
1,204
|
|
—
|
|
1,204
|
|
|||
Balance at July 31, 2016
|
441,138
|
|
67,899
|
|
509,037
|
|
|||
Acquisition
|
956,739
|
|
—
|
|
956,739
|
|
|||
Effects of changes in foreign currency exchange rates
|
53,967
|
|
—
|
|
53,967
|
|
|||
Balance at July 31, 2017
|
$
|
1,451,844
|
|
$
|
67,899
|
|
$
|
1,519,743
|
|
|
July 31,
|
|||||
|
2017
|
2016
|
||||
Trade payables
|
$
|
71,558
|
|
$
|
72,658
|
|
Deferred revenue
|
240,096
|
|
182,506
|
|
||
Accrued salaries, wages and deferred compensation
|
44,869
|
|
43,086
|
|
||
Accrued benefits
|
32,505
|
|
29,175
|
|
||
Deposits
|
23,742
|
|
23,307
|
|
||
Other accruals
|
54,899
|
|
46,756
|
|
||
Total accounts payable and accrued liabilities
|
$
|
467,669
|
|
$
|
397,488
|
|
|
July 31,
|
|||||
|
2017
|
2016
|
||||
Private club deferred initiation fee revenue
|
$
|
118,417
|
|
$
|
121,750
|
|
Unfavorable lease obligation, net
|
24,664
|
|
27,322
|
|
||
Other long-term liabilities
|
158,655
|
|
121,096
|
|
||
Total other long-term liabilities
|
$
|
301,736
|
|
$
|
270,168
|
|
7.
|
Investments in Affiliates
|
Equity Method Affiliates
|
Ownership
Interest
|
Slifer, Smith, and Frampton/Vail Associates Real Estate, LLC (“SSF/VARE”)
|
50%
|
KRED
|
50%
|
Clinton Ditch and Reservoir Company
|
43%
|
8.
|
Fair Value Measurements
|
|
Estimated Fair Value Measurement as of July 31, 2017
|
|||||||||||
Description
|
Total
|
Level 1
|
Level 2
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
||||||||
Money Market
|
$
|
3,008
|
|
$
|
3,008
|
|
$
|
—
|
|
$
|
—
|
|
Commercial Paper
|
$
|
2,401
|
|
$
|
—
|
|
$
|
2,401
|
|
$
|
—
|
|
Certificates of Deposit
|
$
|
2,405
|
|
$
|
—
|
|
$
|
2,405
|
|
$
|
—
|
|
Interest Rate Swap
|
$
|
236
|
|
$
|
—
|
|
$
|
236
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
||||||||
Contingent Consideration
|
$
|
27,400
|
|
$
|
—
|
|
$
|
—
|
|
$
|
27,400
|
|
|
|
|
|
|
||||||||
|
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
|
|
Balance at July 31, 2015
|
$
|
6,900
|
|
Change in fair value
|
4,200
|
|
|
Balance at July 31, 2016
|
11,100
|
|
|
Change in fair value
|
16,300
|
|
|
Balance at July 31, 2017
|
$
|
27,400
|
|
9.
|
Income Taxes
|
|
Year Ended July 31,
|
||||||||
|
2017
|
2016
|
2015
|
||||||
U.S.
|
$
|
251,478
|
|
$
|
231,756
|
|
$
|
142,190
|
|
Foreign
|
96,971
|
|
10,863
|
|
7,138
|
|
|||
Income before income taxes
|
$
|
348,449
|
|
$
|
242,619
|
|
$
|
149,328
|
|
|
July 31,
|
|||||
|
2017
|
2016
|
||||
Deferred income tax liabilities:
|
|
|
||||
Fixed assets
|
$
|
180,480
|
|
$
|
180,267
|
|
Intangible assets
|
65,614
|
|
59,009
|
|
||
Other
|
31,191
|
|
7,933
|
|
||
Total
|
277,285
|
|
247,209
|
|
||
Deferred income tax assets:
|
|
|
||||
Canyons obligation
|
19,276
|
|
18,984
|
|
||
Stock-based compensation
|
17,862
|
|
17,287
|
|
||
Investment in Partnerships
|
17,511
|
|
8,108
|
|
||
Deferred compensation and other accrued benefits
|
15,215
|
|
17,426
|
|
||
Contingent Consideration
|
10,472
|
|
4,244
|
|
||
Unfavorable lease obligation, net
|
9,542
|
|
10,904
|
|
||
Net operating loss carryforwards and other tax credits
|
12,783
|
|
8,268
|
|
||
Other, net
|
19,468
|
|
35,635
|
|
||
Total
|
122,129
|
|
120,856
|
|
||
Valuation allowance for deferred income taxes
|
(6,955
|
)
|
(3,641
|
)
|
||
Deferred income tax assets, net of valuation allowance
|
115,174
|
|
117,215
|
|
||
Net deferred income tax liability
|
$
|
162,111
|
|
$
|
129,994
|
|
|
July 31,
|
|||||
|
2017
|
2016
|
||||
Non-current deferred income tax asset
|
$
|
9,331
|
|
$
|
—
|
|
Net non-current deferred income tax liability
|
171,442
|
|
129,994
|
|
||
Net deferred income tax liability
|
$
|
162,111
|
|
$
|
129,994
|
|
|
Year Ended July 31,
|
||||||||
|
2017
|
2016
|
2015
|
||||||
Current:
|
|
|
|
||||||
Federal
|
$
|
55,887
|
|
$
|
70,553
|
|
$
|
12,668
|
|
State
|
8,096
|
|
10,555
|
|
5,501
|
|
|||
Foreign
|
16,311
|
|
4,431
|
|
3,581
|
|
|||
Total current
|
80,294
|
|
85,539
|
|
21,750
|
|
|||
Deferred:
|
|
|
|
||||||
Federal
|
29,065
|
|
7,603
|
|
11,534
|
|
|||
State
|
3,601
|
|
1,051
|
|
1,623
|
|
|||
Foreign
|
3,771
|
|
(1,028
|
)
|
(189
|
)
|
|||
Total deferred
|
36,437
|
|
7,626
|
|
12,968
|
|
|||
Provision for income taxes
|
$
|
116,731
|
|
$
|
93,165
|
|
$
|
34,718
|
|
|
Year Ended July 31,
|
||||||||
|
2017
|
2016
|
2015
|
||||||
Balance, beginning of year
|
$
|
57,032
|
|
$
|
38,572
|
|
$
|
46,973
|
|
Additions based on tax positions related to the current year
|
—
|
|
—
|
|
—
|
|
|||
Additions for tax positions of prior years
|
19,079
|
|
18,460
|
|
17,443
|
|
|||
Reductions for tax positions of prior years
|
—
|
|
—
|
|
(21,574
|
)
|
|||
Lapse of statute of limitations
|
—
|
|
—
|
|
—
|
|
|||
Settlements
|
—
|
|
—
|
|
(4,270
|
)
|
|||
Balance, end of year
|
$
|
76,111
|
|
$
|
57,032
|
|
$
|
38,572
|
|
11.
|
Commitments and Contingencies
|
|
Operating Leases
|
|
Capital Leases
|
||||
2018
|
$
|
40,783
|
|
|
$
|
27,156
|
|
2019
|
35,338
|
|
|
27,699
|
|
||
2020
|
31,876
|
|
|
28,253
|
|
||
2021
|
29,453
|
|
|
28,818
|
|
||
2022
|
26,110
|
|
|
29,394
|
|
||
Thereafter
|
149,285
|
|
|
1,865,612
|
|
||
Total future minimum lease payments
|
$
|
312,845
|
|
|
$
|
2,006,932
|
|
Less amount representing interest
|
|
|
(1,678,146
|
)
|
|||
Net future minimum lease payments
|
|
|
$
|
328,786
|
|
12.
|
Segment and Geographic Area Information
|
|
Year Ended July 31,
|
||||||||
|
2017
|
2016
|
2015
|
||||||
Net revenue:
|
|
|
|
||||||
Lift tickets
|
$
|
818,341
|
|
$
|
658,047
|
|
$
|
536,458
|
|
Ski school
|
177,748
|
|
143,249
|
|
126,206
|
|
|||
Dining
|
150,587
|
|
121,008
|
|
101,010
|
|
|||
Retail/rental
|
293,428
|
|
241,134
|
|
219,153
|
|
|||
Other
|
171,682
|
|
141,166
|
|
121,202
|
|
|||
Total Mountain net revenue
|
1,611,786
|
|
1,304,604
|
|
1,104,029
|
|
|||
Lodging
|
278,514
|
|
274,554
|
|
254,553
|
|
|||
Resort
|
1,890,300
|
|
1,579,158
|
|
1,358,582
|
|
|||
Real Estate
|
16,918
|
|
22,128
|
|
41,342
|
|
|||
Total net revenue
|
$
|
1,907,218
|
|
$
|
1,601,286
|
|
$
|
1,399,924
|
|
Segment operating expense:
|
|
|
|
||||||
Mountain
|
$
|
1,047,331
|
|
$
|
881,472
|
|
$
|
777,147
|
|
Lodging
|
251,427
|
|
246,385
|
|
232,877
|
|
|||
Resort
|
1,298,758
|
|
1,127,857
|
|
1,010,024
|
|
|||
Real Estate
|
24,083
|
|
24,639
|
|
48,408
|
|
|||
Total segment operating expense
|
$
|
1,322,841
|
|
$
|
1,152,496
|
|
$
|
1,058,432
|
|
Gain on litigation settlement
|
$
|
—
|
|
$
|
—
|
|
$
|
16,400
|
|
Gain on sale of real property
|
$
|
6,766
|
|
$
|
5,295
|
|
$
|
151
|
|
Mountain equity investment income, net
|
$
|
1,883
|
|
$
|
1,283
|
|
$
|
822
|
|
Reported EBITDA:
|
|
|
|
||||||
Mountain
|
$
|
566,338
|
|
$
|
424,415
|
|
$
|
344,104
|
|
Lodging
|
27,087
|
|
28,169
|
|
21,676
|
|
|||
Resort
|
593,425
|
|
452,584
|
|
365,780
|
|
|||
Real Estate
|
(399
|
)
|
2,784
|
|
(6,915
|
)
|
|||
Total Reported EBITDA
|
$
|
593,026
|
|
$
|
455,368
|
|
$
|
358,865
|
|
Real estate held for sale and investment
|
$
|
103,405
|
|
$
|
111,088
|
|
$
|
129,825
|
|
Reconciliation to net income attributable to Vail Resorts, Inc.:
|
|
|
|
||||||
Total Reported EBITDA
|
$
|
593,026
|
|
$
|
455,368
|
|
$
|
358,865
|
|
Depreciation and amortization
|
(189,157
|
)
|
(161,488
|
)
|
(149,123
|
)
|
|||
Change in fair value of contingent consideration
|
(16,300
|
)
|
(4,200
|
)
|
3,650
|
|
|||
Loss on disposal of fixed assets and other, net
|
(6,430
|
)
|
(5,418
|
)
|
(2,057
|
)
|
|||
Investment income and other, net
|
6,114
|
|
723
|
|
246
|
|
|||
Foreign currency gain on intercompany loans
|
15,285
|
|
—
|
|
—
|
|
|||
Interest expense, net
|
(54,089
|
)
|
(42,366
|
)
|
(51,241
|
)
|
|||
Loss on extinguishment of debt
|
—
|
|
—
|
|
(11,012
|
)
|
|||
Income before provision for income taxes
|
348,449
|
|
242,619
|
|
149,328
|
|
|||
Provision for income taxes
|
(116,731
|
)
|
(93,165
|
)
|
(34,718
|
)
|
|||
Net income
|
231,718
|
|
149,454
|
|
114,610
|
|
|||
Net (income) loss attributable to noncontrolling interests
|
(21,165
|
)
|
300
|
|
144
|
|
|||
Net income attributable to Vail Resorts, Inc.
|
$
|
210,553
|
|
$
|
149,754
|
|
$
|
114,754
|
|
|
Year Ended July 31,
|
||||||||
Net revenue
|
2017
|
2016
|
2015
|
||||||
U.S.
|
$
|
1,578,276
|
|
$
|
1,534,716
|
|
$
|
1,375,190
|
|
International (a)
|
328,942
|
|
66,570
|
|
24,734
|
|
|||
Total net revenue
|
$
|
1,907,218
|
|
$
|
1,601,286
|
|
$
|
1,399,924
|
|
|
|
|
|
||||||
|
|
As of July 31,
|
|||||||
Property, plant and equipment, net
|
|
2017
|
2016
|
||||||
U.S.
|
|
$
|
1,260,220
|
|
$
|
1,247,838
|
|
||
International (a)
|
|
453,933
|
|
115,977
|
|
||||
Total property, plant and equipment, net
|
|
$
|
1,714,154
|
|
$
|
1,363,814
|
|
|
Year Ended July 31, 2017
|
||||||||||||||
(in thousands, except per share amounts)
|
Year
|
Fourth
Quarter
|
Third
Quarter
|
Second
Quarter
|
First
Quarter
|
||||||||||
Total net revenue
|
$
|
1,907,218
|
|
$
|
209,124
|
|
$
|
794,631
|
|
$
|
725,198
|
|
$
|
178,265
|
|
Income (loss) from operations
|
$
|
379,256
|
|
$
|
(102,577
|
)
|
$
|
320,073
|
|
$
|
252,278
|
|
$
|
(90,518
|
)
|
Net income (loss)
|
$
|
231,718
|
|
$
|
(61,248
|
)
|
$
|
196,856
|
|
$
|
159,728
|
|
$
|
(63,618
|
)
|
Net income (loss) attributable to Vail Resorts, Inc.
|
$
|
210,553
|
|
$
|
(57,146
|
)
|
$
|
181,107
|
|
$
|
149,179
|
|
$
|
(62,587
|
)
|
Basic net income (loss) per share attributable to Vail Resorts, Inc.
|
$
|
5.36
|
|
$
|
(1.43
|
)
|
$
|
4.52
|
|
$
|
3.72
|
|
$
|
(1.70
|
)
|
Diluted net income (loss) per share attributable to Vail Resorts, Inc.
|
$
|
5.22
|
|
$
|
(1.43
|
)
|
$
|
4.40
|
|
$
|
3.63
|
|
$
|
(1.70
|
)
|
|
Year Ended July 31, 2016
|
||||||||||||||
(in thousands, except per share amounts)
|
Year
|
Fourth
Quarter |
Third
Quarter |
Second
Quarter |
First
Quarter |
||||||||||
Total net revenue
|
$
|
1,601,286
|
|
$
|
179,884
|
|
$
|
647,472
|
|
$
|
599,363
|
|
$
|
174,567
|
|
Income (loss) from operations
|
$
|
282,979
|
|
$
|
(93,776
|
)
|
$
|
263,380
|
|
$
|
200,064
|
|
$
|
(86,689
|
)
|
Net income (loss)
|
$
|
149,454
|
|
$
|
(65,284
|
)
|
$
|
157,537
|
|
$
|
116,871
|
|
$
|
(59,670
|
)
|
Net income (loss) attributable to Vail Resorts, Inc.
|
$
|
149,754
|
|
$
|
(65,273
|
)
|
$
|
157,632
|
|
$
|
116,982
|
|
$
|
(59,587
|
)
|
Basic net income (loss) per share attributable to Vail Resorts, Inc.
|
$
|
4.13
|
|
$
|
(1.80
|
)
|
$
|
4.35
|
|
$
|
3.23
|
|
$
|
(1.63
|
)
|
Diluted net income (loss) per share attributable to Vail Resorts, Inc.
|
$
|
4.01
|
|
$
|
(1.80
|
)
|
$
|
4.23
|
|
$
|
3.14
|
|
$
|
(1.63
|
)
|
14.
|
Share Repurchase Program
|
15.
|
Stock Compensation Plan
|
|
Awards
|
Weighted-Average
Exercise Price
|
Weighted-Average
Remaining
Contractual Term
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding at August 1, 2014
|
2,756
|
|
$
|
42.06
|
|
|
|
||
Granted
|
242
|
|
91.64
|
|
|
|
|||
Exercised
|
(575
|
)
|
36.20
|
|
|
|
|||
Forfeited or expired
|
(38
|
)
|
75.99
|
|
|
|
|||
Outstanding at July 31, 2015
|
2,385
|
|
47.96
|
|
|
|
|||
Granted
|
198
|
|
113.67
|
|
|
|
|||
Exercised
|
(180
|
)
|
49.79
|
|
|
|
|||
Forfeited or expired
|
(22
|
)
|
80.42
|
|
|
|
|||
Outstanding at July 31, 2016
|
2,381
|
|
$
|
52.98
|
|
|
|
||
Granted
|
143
|
|
174.42
|
|
|
|
|||
Exercised
|
(215
|
)
|
60.05
|
|
|
|
|||
Forfeited or expired
|
(19
|
)
|
108.06
|
|
|
|
|||
Outstanding at July 31, 2017
|
2,290
|
|
$
|
59.12
|
|
4.4 years
|
$
|
347,214
|
|
Vested and expected to vest at July 31, 2017
|
2,267
|
|
$
|
58.38
|
|
4.3 years
|
$
|
345,458
|
|
Exercisable at July 31, 2017
|
1,972
|
|
$
|
46.84
|
|
3.7 years
|
$
|
323,243
|
|
|
Awards
|
Weighted-Average
Grant-Date
Fair Value
|
||
Outstanding at July 31, 2016
|
441
|
$
|
30.39
|
|
Granted
|
143
|
50.78
|
|
|
Vested
|
(247)
|
29.36
|
|
|
Forfeited
|
(19)
|
36.65
|
|
|
Nonvested at July 31, 2017
|
318
|
$
|
42.46
|
|
|
Awards
|
Weighted-Average
Grant-Date
Fair Value
|
||
Outstanding at July 31, 2016
|
261
|
$
|
90.54
|
|
Granted
|
91
|
154.19
|
|
|
Vested
|
(121)
|
83.75
|
|
|
Forfeited
|
(20)
|
109.12
|
|
|
Nonvested at July 31, 2017
|
211
|
$
|
119.97
|
|
16.
|
Retirement and Profit Sharing Plans
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
|
ITEM 9A.
|
CONTROLS AND PROCEDURES.
|
ITEM 9B.
|
OTHER INFORMATION.
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
|
ITEM 11.
|
EXECUTIVE COMPENSATION.
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES.
|
ITEM 15.
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
|
a)
|
Index to Financial Statements.
|
(1)
|
See “Item 8. Financial Statements and Supplementary Data” for the index to the Financial Statements.
|
(2)
|
Schedules have been omitted because they are not required or not applicable, or the required information is shown in the financial statements or notes to the financial statements.
|
(3)
|
See the Index to Exhibits below.
|
Posted
Exhibit
Number
|
|
Description
|
2.1
|
|
|
2.2
|
|
|
2.3
|
|
|
3.1
|
|
|
3.2
|
|
|
3.3
|
|
|
3.4
|
|
|
10.1
|
|
|
10.2(a)
|
|
|
10.2(b)
|
|
|
10.2(c)
|
|
|
10.2(d)
|
|
|
10.2(e)
|
|
|
10.3(a)
|
|
|
10.3(b)
|
|
Posted
Exhibit
Number
|
|
Description
|
10.3(c)
|
|
|
10.3(d)
|
|
|
10.3(e)
|
|
|
10.3(f)
|
|
|
10.4(a)
|
|
|
10.4(b)
|
|
|
10.4(c)
|
|
|
10.4(d)
|
|
|
10.4(e)
|
|
|
10.4(f)
|
|
|
10.5(a)
|
|
|
10.5(b)
|
|
|
10.5(c)
|
|
|
10.5(d)
|
|
|
10.5(e)
|
|
|
10.6*
|
|
|
10.7*
|
|
|
10.8*
|
|
|
10.9*
|
|
|
10.10*
|
|
|
10.11(a)*
|
|
|
10.11(b)*
|
|
|
10.11(c)*
|
|
|
10.12*
|
|
|
10.13
|
|
Posted
Exhibit
Number
|
|
Description
|
10.14
|
|
|
10.15*
|
|
|
10.16*
|
|
|
10.17(a)
|
|
|
10.17(b)
|
|
|
10.17(c)
|
|
|
10.17(d)
|
|
|
10.18(a)
|
|
|
10.18(b)
|
|
|
10.19
|
|
|
10.20
|
|
|
21
|
|
|
23
|
|
|
24
|
|
Power of Attorney. Included on signature pages hereto.
|
31.1
|
|
|
31.2
|
|
|
32
|
|
|
101
|
|
The following information from the Company’s Year End Report on Form 10-K for the year ended July 31, 2017 formatted in eXtensible Business Reporting Language: (i) Consolidated Balance Sheets as of July 31, 2017 and July 31, 2016; (ii) Consolidated Statements of Operations as of July 31, 2017, July 31, 2016 and July 31, 2015; (iii) Consolidated Statements of Comprehensive Income as of July 31, 2017, July 31, 2016 and July 31, 2015; (iv) Consolidated Statements of Stockholders’ Equity as of July 31, 2017, July 31, 2016 and July 31, 2015 (v) Consolidated Statements of Cash Flows as of July 31, 2017, July 31, 2016 and July 31, 2015; and (vi) Notes to the Consolidated Financial Statements.
|
ITEM 16.
|
FORM 10-K SUMMARY.
|
Date: September 28, 2017
|
|
Vail Resorts, Inc.
|
|
|
|
|
By:
|
/s/ Michael Z. Barkin
|
|
|
Michael Z. Barkin
|
|
|
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
Date: September 28, 2017
|
|
Vail Resorts, Inc.
|
|
|
|
|
By:
|
/s/ Ryan H. Siurek
|
|
|
Ryan H. Siurek
|
|
|
Vice President, Controller and
Chief Accounting Officer
(Principal Accounting Officer)
|
/s/ Robert A. Katz
|
Chief Executive Officer and Chairman of the Board
|
Robert A. Katz
|
(Principal Executive Officer)
|
|
|
/s/ Michael Z. Barkin
|
Executive Vice President and Chief Financial Officer
|
Michael Z. Barkin
|
(Principal Financial Officer)
|
|
|
/s/ Ryan H. Siurek
|
Vice President, Controller and Chief Accounting Officer
|
Ryan H. Siurek
|
(Principal Accounting Officer)
|
|
|
/s/ Susan L. Decker
|
|
Susan L. Decker
|
Director
|
|
|
/s/ Roland A. Hernandez
|
|
Roland A. Hernandez
|
Director
|
|
|
/s/ John T. Redmond
|
|
John T. Redmond
|
Director
|
|
|
/s/ Michele Romanow
|
|
Michele Romanow
|
Director
|
|
|
/s/ Hilary A. Schneider
|
|
Hilary A. Schneider
|
Director
|
|
|
/s/ D. Bruce Sewell
|
|
D. Bruce Sewell
|
Director
|
|
|
/s/ John F. Sorte
|
|
John F. Sorte
|
Director
|
|
|
/s/ Peter A. Vaughn
|
|
Peter A. Vaughn
|
Director
|
Authorization ID: ELD508901
|
FS-2700-5b (8/99)
|
Contact ID: HEAVENLY
|
OMB No 0596 - 0082
|
Expiration Date: 05/01/2042
|
|
Use Code: 161
|
|
/s/ Martha D. Rehm
|
|
May 7, 2002
|
HEAVENLY VALLEY, LIMITED PARTNERSHIP
By: VR Heavenly I, Inc., Its General Partner
By: Martha D. Rehm, Vice President
|
|
DATE
|
/s/ Maribeth Gustafson
|
|
May 7, 2002
|
MARIBETH GUSTAFSON, Forest Supervisor
|
|
DATE
|
4.
|
The acquisition of partnership interest, either through purchase of an interest from an existing partner or partners, or contribution of assets, that exceeds 50 percent of the partnership permanent investment.
|
Authorization ID: ELD508901
|
FS-2700-23 (4/97)
|
Contact ID: HEAVENLY
|
0MB 0596-0082
|
Use Code: 161
|
|
State ID#
|
Owner
|
Type or Basis
|
Purpose of Use
|
None
|
|
|
|
/s/ Blaise Carrig
|
|
/s/ Terri Marceron
|
(Holder Signature)
|
|
(Authorized Officer Signature)
|
Blaise Carrig, Chief Operating Officer
VR HEAVENLY I, Inc., general partner
|
|
TERRI MARCERON, LTBMU FOREST SUPERVISOR
|
(Name and Title)
|
|
(Name and Title)
|
HEAVENLY VALLEY LIMITED PARTNERSHIP,
a Nevada limited partnership
|
|
|
Date: 3/28/07
|
|
Date: 1/18/07
|
NAME
|
STATE OF INCORPORATION/ FORMATION
|
DOING BUSINESS AS
|
1089881 B.C. Ltd.
|
British Columbia
|
|
AFFINITY SNOWSPORTS INC.
|
British Columbia
|
|
ALL MEDIA ASSOCIATES, INC.
|
California
|
MOUNTAIN NEWS CORPORATION
MOUNTAIN NEWS
|
ALL MEDIA HOLDINGS, INC.
|
Colorado
|
|
ARRABELLE AT VAIL SQUARE, LLC
|
Colorado
|
|
AVON PARTNERS II LIMITED LIABILITY COMPANY
|
Colorado
|
|
BCRP, INC.
|
Delaware
|
|
BEAVER CREEK ASSOCIATES, INC.
|
Colorado
|
BEANO AT BEAVER CREEK
HAY MEADOW AT BEAVER CREEK
LATIGO AT BEAVER CREEK
MCCOY PARK AT BEAVER CREEK
RED TAIL AT BEAVER CREEK
SPRUCE SADDLE RESTAURANT
STRAWBERRY PARK AT BEAVER CREEK
|
BEAVER CREEK CONSULTANTS, INC.
|
Colorado
|
|
BEAVER CREEK FOOD SERVICES, INC.
|
Colorado
|
BACHELOR GULCH CLUB
BEANO’S CABIN
BEAVER CREPES AND COOKIES
CANDY CABIN
GUNDER’S
TALONS
|
BLACK DIAMOND INSURANCE, INC.
|
Arizona
|
|
BLACKCOMB MOUNTAIN DEVELOPMENT LTD.
|
British Columbia
|
|
BLACKCOMB SKIING ENTERPRISES LIMITED PARTNERSHIP
|
British Columbia
|
|
BLACKCOMB SKIING ENTERPRISES LTD.
|
British Columbia
|
|
BOOTH CREEK SKI HOLDINGS, INC.
|
Delaware
|
|
BRECKENRIDGE RESORT PROPERTIES, INC.
|
Colorado
|
BRECKENRIDGE RESORT PROPERTIES
VAIL RESORTS PROPERTY
MANAGEMENT
|
BRECKENRIDGE TERRACE, LLC
|
Colorado
|
|
COLORADO MOUNTAIN EXPRESS, INC. (F/K/A DELIVERY ACQUISITION, INC.)
|
Colorado
|
CME
CMECOUPONS
CMECOUPONS.COM
CME DESTINATIONS WEST
CME PARTNERS
CME PREMIER
COLORADO MOUNTAIN EXPRESS
DESTINATIONS WEST
PREMIER VIP TRANSPORTATION
RESORT EXPRESS
ROCKY MOUNTAIN ART GUIDE
ROCKY MOUNTAIN DINING GUIDE
SKIER'S CONNECTION
|
COLORADO MOUNTAIN EXPRESS, INC. (continued)
|
Colorado
|
TRANSPORTATION MANAGEMENT
SYSTEMS
WHEELS OF FORTUNE
|
COLTER BAY CAFÉ COURT, LLC
|
Wyoming
|
|
COLTER BAY CONVENIENCE
STORE, LLC
|
Wyoming
|
|
COLTER BAY CORPORATION
|
Wyoming
|
|
COLTER BAY GENERAL STORE, LLC
|
Wyoming
|
|
COLTER BAY MARINA, LLC
|
Wyoming
|
|
CRANKWORX EVENTS INC.
|
British Columbia
|
|
CRYSTAL PEAK LODGE OF BRECKENRIDGE, INC.
|
Colorado
|
CRYSTAL PEAK LODGE
|
DTPC, LLC
|
Delaware
|
DT PARK CITY HOTEL
INTELLIGENTSIA
ROOTS GRILL
VERTICAL LOUNGE
YARROW HOTEL
|
EPICSKI, INC.
|
Montana
|
|
EVER VAIL, LLC
|
Colorado
|
|
FIRST CHAIR HOUSING TRUSTEE LLC
|
Colorado
|
|
FLAGG RANCH COMPANY
|
Colorado
|
|
FOREST RIDGE HOLDINGS, INC.
|
Colorado
|
|
GARIBALDI LIFTS LTD.
|
British Columbia
|
|
GILLETT BROADCASTING, INC.
|
Delaware
|
|
GORE CREEK PLACE, LLC
|
Colorado
|
|
GRAND TETON LODGE COMPANY
|
Wyoming
|
|
GREATER PARK CITY COMPANY
|
Utah
|
GREATER PARK CITY CORPORATION
PARK CITY MOUNTAIN RESORT
|
GREATER PROPERTIES, INC.
|
Delaware
|
|
GROS VENTRE UTILITY COMPANY
|
Wyoming
|
|
HEAVENLY VALLEY, LIMITED PARTNERSHIP
|
Nevada
|
BUB'S PUB
EXPEDITION KIRKWOOD
HEAVENLY MOUNTAIN RESORT
KIRKWOOD
KIRKWOOD CENTRAL RESERVATIONS
KIRKWOOD GENERAL STORE
KIRKWOOD INN
KIRKWOOD MOUNTAIN OUTFITTERS
KIRKWOOD MOUNTAIN RESORT
KIRKWOOD RESORT
KIRKWOOD SERVICE CENTER
KIRKWOOD SKI AND SUMMER RESORT
KIRKWOOD SKI RESORT
KIRKWOOD TOUR CENTER
MONTE WOLFS MOUNTAIN KITCHEN
OFF THE WALL BAR AND GRILL
TIMBER CREEK
|
HPK,LLC
|
Delaware
|
|
HUNKIDORI LAND COMPANY, LLC
|
Colorado
|
|
HVLP KIRKWOOD SERVICES, LLC
|
California
|
|
JACKSON HOLE GOLF AND TENNIS CLUB, INC.
|
Wyoming
|
|
JACKSON HOLE GOLF AND TENNIS CLUB SNACK SHACK, LLC
|
Wyoming
|
|
JACKSON LAKE LODGE CORPORATION
|
Wyoming
|
|
JENNY LAKE LODGE, INC.
|
Wyoming
|
|
JENNY LAKE STORE, LLC
|
Wyoming
|
|
JHL&S LLC
|
Wyoming
|
|
KEYSTONE CONFERENCE SERVICES, INC.
|
Colorado
|
|
KEYSTONE DEVELOPMENT SALES, INC.
|
Colorado
|
|
KEYSTONE FOOD AND BEVERAGE COMPANY
|
Colorado
|
9280'
ALPENTOP DELI
DERCUM SQUARE ICE RINK
KEYSTONE CORPORATE CENTER CORPORATION
KEYSTONE LODGE & SPA
MINER’S CART
ONE SKI HILL PLACE
PIONEER CROSSING
SNOW DRIFTER
THE CROW'S NEST
THE OVERLOOK
|
KEYSTONE RESORT PROPERTY MANAGEMENT COMPANY
|
Colorado
|
KEYSTONE CENTRAL RESERVATIONS
KEYSTONE MOUNTAIN RESERVATIONS
KEYSTONE PROPERTY MANAGEMENT
|
KEYSTONE/INTRAWEST, LLC
|
Delaware
|
KEYSTONE REAL ESTATE
DEVELOPMENTS
|
KEYSTONE/INTRAWEST REAL ESTATE, LLC
|
Colorado
|
|
LA POSADA BEVERAGE SERVICE, LLC
|
Delaware
|
|
LAKE TAHOE LODGING COMPANY
|
Colorado
|
ACCOMMODATION STATION
TAHOE LODGING
|
LARKSPUR RESTAURANT & BAR, LLC
|
Colorado
|
|
LODGE PROPERTIES, INC.
|
Colorado
|
THE LODGE AT VAIL
|
LODGE REALTY, INC.
|
Colorado
|
|
MOUNTAIN NEWS GMBH
|
Germany
|
|
MOUNTAIN THUNDER, INC.
|
Colorado
|
|
NATIONAL PARK HOSPITALITY COMPANY
|
Colorado
|
|
NORTHSTAR GROUP COMMERCIAL PROPERTIES, LLC
|
Delaware
|
|
NORTHSTAR GROUP RESTAURANT PROPERTIES, LLC
|
Delaware
|
|
ONE RIVER RUN, LLC
|
Colorado
|
|
ONE SKI HILL PLACE, LLC
|
Colorado
|
|
PARK PROPERTIES, INC.
|
Delaware
|
|
PEAK TO CREEK HOLDINGS CORP.
|
British Columbia
|
|
PEAK TO CREEK LODGING COMPANY LTD.
|
British Columbia
|
|
PERISHER BLUE PTY LIMITED
|
Australia
|
|
PROPERTY MANAGEMENT ACQUISITION CORP., INC.
|
Tennessee
|
ROCKY MOUNTAIN RESORT LODGING
COMPANY
|
RCR VAIL, LLC
|
Colorado
|
ROCKY MOUNTAIN RESIDENCES, LLC
|
ROCKRESORTS ARRABELLE, LLC
|
Colorado
|
|
ROCKRESORTS CORDILLERA LODGE COMPANY, LLC
|
Colorado
|
|
ROCKRESORTS COSTA RICA S.R.L.
|
Costa Rica
|
|
ROCKRESORTS DR, LLC
|
Delaware
|
|
ROCKRESORTS EQUINOX, INC.
|
Vermont
|
|
ROCKRESORTS HOTEL JEROME, LLC
|
Colorado
|
|
ROCKRESORTS INTERNATIONAL, LLC
|
Delaware
|
|
ROCKRESORTS INTERNATIONAL MANAGEMENT COMPANY
|
Colorado
|
ROCKRESORTS INTERNATIONAL
MANAGEMENT COMPANY, LLC
|
ROCKRESORTS JAMAICA LIMITED
|
Jamaica
|
|
ROCKRESORTS SKI TIP, LLC
|
Colorado
|
|
ROCKRESORTS (ST. LUCIA) INC.
|
St. Lucia
|
|
ROCKRESORTS THIRD TURTLE, LTD.
|
Turks & Caicos Islands
|
|
ROCKRESORTS WYOMING, LLC
|
Wyoming
|
|
ROCKRESORTS, LLC
|
Delaware
|
|
SKIINFO AS
|
Norway
|
|
SKIINFO.FR S.A.R.L.
|
France
|
|
SKIINFO ITALY S.R.L.
|
Italy
|
|
SKIINFO S.R.O.
|
Slovakia
|
|
SLIFER SMITH & FRAMPTON/VAIL ASSOCIATES REAL ESTATE, LLC
|
Colorado
|
SLIFER, SMITH & FRAMPTON REAL
ESTATE
SLIFER, SMITH & FRAMPTON/VAIL
ASSOCIATES
SLIFER, SMITH & FRAMPTON/VAIL
ASSOCIATES LLC
VAIL LIONSHEAD REAL ESTATE
BROKERS
VAIL-LIONSHEAD REAL ESTATE
BROKERS
VAIL-LIONSHEAD REAL ESTATE CO.
|
SOHO DEVELOPMENT, LLC
|
Colorado
|
|
SSI VENTURE, LLC
|
Colorado
|
ALL MOUNTAIN SPORTS
ALTERNATIVE EDGE
ANY MOUNTAIN
ASPEN SPORTS AT SNOWMASS
ASPEN SPORTS
BEAVER CREEK FLY FISHER
BICYCLE VILLAGE OF COLORADO
BOARDER CROSS
BOARDER CROSSING
BOARDER X-ING
BOOTSIE LACY B LLC
BOULDER SKI AND BIKE
BOULDER SKI AND BIKE DEALS
BOULDER SKI DEALS
BRECKENRIDGE SPORTS
BREEZE
BREEZE SKI RENTALS
BREEZE SKI & SPORT
BUTTERBOX
BUYSKIS.COM
COLORADO SKI AND BIKE
COLORADO SKI & GOLF
COLORADO SNOWBOARDS
COPPER MOUNTAIN SPORTS
COPPER VILLAGE SPORTS
|
SSI VENTURE, LLC (continued)
|
Colorado
|
DEPOT
DEPOT SKI RENTALS
EFLIN SPORTS
EPIC MOUNTAIN GEAR
FRISCO SPORTS
GONDOLA SPORTS
GORE CREEK FLY FISHERMAN
GRAND WEST OUTFITTERS
HAPPY THOUGHTS
HEAVENLY EYES
HEAVENLY GIFTS
HEAVENLY SPORTS
HOIGAARD’S
KEYSTONE SPORTS
KIRKWOOD MOUNTAIN SPORTS
LIONSHEAD SPORTS
MAX SNOWBOARD
MINE CHILDREN’S
MOUNTAIN ADVENTURE CENTER
MOUNTAIN BASICS
MOUNTAIN SPORTS OUTLET
MOUNTAINSPORT TELLURIDE
NORTHSTAR LOGO
NORTHSTAR SPORTS
ONE TRACK MIND
PARK CITY MOUNTAIN SPORTS
PEAK SPORTS
RENTBOARDS.COM
RENTSKIS.COM
RENTSKIS GOLD
RIVER RUN SPORTS
ROCKY MOUNTAIN EYES AND TEES
ROCKY MOUNTAIN EYES AND T'S
ROCKY MOUNTAIN EYEWEAR
ROCKY MOUNTAIN EYEWEAR LTD.
SAN MIGUEL ANGLERS
SKI DEPOT
SKI DEPOT RENTALS
SKI DEPOT SPORTS
SNOWMASS SPORT STALKER
SPECIALTY SPORTS NETWORK
SPECIALTY SPORTS VENTURE
STEAMBOAT SPORTS
TAYLOR CREEK
TAYLOR CREEK ANGLING SERVICES
TAYLOR CREEK FLY SHOPS
TAYLOR CREEK SPORTS
TELLURIDE ADVENTURES
TELLURIDE MOUNTAIN BIKE HEADQUARTERS LLC
TELLURIDE MOUNTAINCRAFT LLC
TELLURIDE SPORTS
TEN MILE SPORTS
THE BOARDING HOUSE
THE DEPOT
THE SKI DOCTOR
TRUE NORTH
VAIL FISHING GUIDES
VAIL FLY-FISHING
VAIL FLY-FISHING OUTFITTERS
VAIL RESORTS RETAIL
WINTER PARK SKI RENTALS
WINTER PARK SKI SWAP
WINTER PARK SPORTS
WINTER PARK SWAP SHOP
|
SSV HOLDINGS, INC.
|
Colorado
|
NEVE SPORTS
|
SSV ONLINE LLC
|
Wisconsin
|
OUTDOOR OUTLET
|
SSV ONLINE HOLDINGS, INC.
|
Colorado
|
|
STAGECOACH DEVELOPMENT, LLC
|
Nevada
|
|
STAMPEDE CANTEEN, LLC
|
Wyoming
|
|
SUMMIT SKI LIMITED
|
British Columbia
|
|
TCRM COMPANY
|
Delaware
|
|
TENDERFOOT SEASONAL HOUSING, LLC
|
Colorado
|
|
TETON HOSPITALITY SERVICES, INC.
|
Wyoming
|
|
THE CHALETS AT THE LODGE AT VAIL, LLC
|
Colorado
|
THE LODGE AT VAIL CHALETS
|
THE VAIL CORPORATION
|
Colorado
|
ARROWHEAD ALPINE CLUB
ASPEN GROVE
AVAIL ADVENTURE OUTFITTERS, LTD.
BACHELOR GULCH CLUB
BACHELOR GULCH
BEAVER CREEK CLUB
BEAVER CREEK RESORT
PASSPORT CLUB
PRATER LANE PLAY SCHOOL
RED SKY GOLF CLUB
RED SKY GOLF CLUB GUEST CLUBHOUSE PRO SHOP
RED SKY GOLF CLUB MEMBER PRO
SHOP
THE ARRABELLE CLUB
THE OSPREY AT BEAVER CREEK
THE PASSPORT CLUBHOUSE AT
GOLDEN PEAK
THE YOUNGER GENERATION
TV8
VAIL ASSOCIATES, INC.
VAIL CONSULTANTS
VAIL MOUNTAIN HIKING CENTER
VAIL RESORTS MANAGEMENT
COMPANY
VAIL SNOWBOARD SUPPLY
|
THE VILLAGE AT BRECKENRIDGE ACQUISITION CORP., INC.
|
Tennessee
|
BRECKENRIDGE MOUNTAIN LODGE
MAGGIE CAFETERIA
MOUNTAIN THUNDER PROPERTY
MANAGEMENT COMPANY
ROCKY MOUNTAIN RESORT LODGING
THE VILLAGE AT BRECKENRIDGE
THE VILLAGE AT BRECKENRIDGE
RESORT
VILLAGE PUB
|
TRIMONT LAND COMPANY
|
California
|
NORTHSTAR AT TAHOE RESORT
NORTHSTAR CALIFORNIA
|
VA RANCHO MIRAGE I, INC.
|
Colorado
|
|
VA RANCHO MIRAGE II, INC.
|
Colorado
|
|
VA RANCHO MIRAGE RESORT, L.P.
|
Delaware
|
|
VAIL ASSOCIATES HOLDINGS, LTD.
|
Colorado
|
|
VAIL ASSOCIATES INVESTMENTS, INC.
|
Colorado
|
WARREN LAKES VENTURE, LTD.
|
VAIL ASSOCIATES REAL ESTATE, INC.
|
Colorado
|
|
VAIL RESORTS DEVELOPMENT COMPANY
|
Colorado
|
VAIL ASSOCIATES REAL ESTATE GROUP
|
VAIL RESORTS LODGING COMPANY
|
Delaware
|
PARK CITY RENTAL MANAGEMENT
COMPANY
VAIL RESORTS HOSPITALITY
|
VAIL RR, INC.
|
Colorado
|
|
VAIL SUMMIT RESORTS, INC.
|
Colorado
|
BEAVER CREEK VILLAGE TRAVEL
BRECKENRIDGE HOSPITALITY
BRECKENRIDGE LODGING & HOSPITALITY
BRECKENRIDGE MOUNTAIN RESORT
BRECKENRIDGE PROPERTY
MANAGEMENT
BRECKENRIDGE SKI RESORT
BRECKENRIDGE SKI RESORT CORPORATION
COLORADO VACATIONS
KEYSTONE CONFERENCE CENTER
KEYSTONE LODGE & SPA
KEYSTONE LODGING AND
HOSPITALITY
KEYSTONE RESORT
KEYSTONE STABLES
KEYSTONE TRAVEL
RESERVATIONS FOR THE SUMMIT
ROCKY MOUNTAIN RESORT
RESERVATIONS
ROCKY MOUNTAIN RESORTVACATIONS
ROCKY MOUNTAIN SKI
CONSOLIDATORS
VAIL/BEAVER CREEK CENTRAL
RESERVATIONS
VAIL/BEAVER CREEK RESERVATIONS
VAIL/BEAVER CREEK TRAVEL
|
VAIL TRADEMARKS, INC.
|
Colorado
|
VAIL RESORTS TRADEMARKS
|
VAIL/ARROWHEAD, INC.
|
Colorado
|
|
VAIL/BEAVER CREEK RESORT PROPERTIES, INC.
|
Colorado
|
ARROWHEAD PROPERTY MANAGEMENT COMPANY
BACHELOR GULCH PROPERTY
MANAGEMENT COMPANY
BEAVER CREEK RESORT PROPERTIES
BEAVER CREEK TENNIS CENTER
TRAPPER'S CABIN
VAIL PROPERTY MANAGEMENT
|
VAMHC, INC.
|
Colorado
|
|
VR ACQUISITION, INC.
|
California
|
|
VR AUSTRALIA HOLDINGS PTY LTD
|
Australia
|
|
VR CPC HOLDINGS, INC.
|
Delaware
|
CANYONS GOLF COURSE BEVERAGE
CARTS
CANYONS RESORT
COBRA DOG SHACK
KRISTI’S COFFEE CAFÉ
LEGACY LODGE
LEGACY SPORTS
LEGENDS AT THE RESORT
MID MOUNTAIN
MINER'S CAMP RESTAURANT
PARK CITY MOUNTAIN RESORT
PARK CITY MOUNTAIN
PARK CITY RESORT
|
WHISTLER/BLACKCOMB MOUNTAIN EMPLOYEE HOUSING LTD.
|
British Columbia
|
|
WHISTLER BLACKCOMB GENERAL PARTNER LTD.
|
British Columbia
|
|
WHISTLER HELI-SKIING LTD.
|
British Columbia
|
|
WHISTLER MOUNTAIN RESORT LIMITED PARTNERSHIP
|
British Columbia
|
|
WHISTLER SKI SCHOOL LTD.
|
British Columbia
|
|
1.
|
I have reviewed this annual report on Form 10-K of Vail Resorts, Inc.;
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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;
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3.
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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;
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4.
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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:
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|
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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;
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b)
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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;
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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
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d)
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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
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5.
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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):
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|
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a)
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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
|
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b)
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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.
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Date: September 28, 2017
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/s/ ROBERT A. KATZ
|
|
Robert A. Katz
|
|
Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Vail Resorts, Inc.;
|
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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;
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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;
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4.
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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;
|
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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;
|
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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
|
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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
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5.
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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
|
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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.
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Date: September 28, 2017
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/s/ MICHAEL Z. BARKIN
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Michael Z. Barkin
|
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Executive Vice President and Chief Financial Officer
|
Date: September 28, 2017
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/s/ ROBERT A. KATZ
|
|
Robert A. Katz
|
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Chief Executive Officer
|
Date: September 28, 2017
|
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/s/ MICHAEL Z. BARKIN
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Michael Z. Barkin
|
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Executive Vice President and Chief Financial Officer
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