ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
|
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51-0291762
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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390 Interlocken Crescent
Broomfield, Colorado
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80021
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(Address of Principal Executive Offices)
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(Zip Code)
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging growth company
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¨
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PART I
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FINANCIAL INFORMATION
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Page
|
|
|
|
Item 1.
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Financial Statements (unaudited).
|
|
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||
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||
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Item 2.
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Item 3.
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Item 4.
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||
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PART II
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OTHER INFORMATION
|
|
|
|
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Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 5.
|
||
Item 6.
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|
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January 31, 2019
|
|
July 31, 2018
|
|
January 31, 2018
|
||||||
Assets
|
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
158,561
|
|
|
$
|
178,145
|
|
|
$
|
235,460
|
|
Restricted cash
|
|
20,762
|
|
|
6,895
|
|
|
23,566
|
|
|||
Trade receivables, net
|
|
87,721
|
|
|
230,829
|
|
|
85,428
|
|
|||
Inventories, net
|
|
103,010
|
|
|
85,588
|
|
|
97,480
|
|
|||
Other current assets
|
|
45,212
|
|
|
37,279
|
|
|
39,075
|
|
|||
Total current assets
|
|
415,266
|
|
|
538,736
|
|
|
481,009
|
|
|||
Property, plant and equipment, net (Note 7)
|
|
1,831,087
|
|
|
1,627,219
|
|
|
1,702,213
|
|
|||
Real estate held for sale and investment
|
|
101,730
|
|
|
99,385
|
|
|
103,212
|
|
|||
Goodwill, net (Note 7)
|
|
1,547,084
|
|
|
1,475,686
|
|
|
1,533,980
|
|
|||
Intangible assets, net
|
|
305,885
|
|
|
280,572
|
|
|
293,149
|
|
|||
Other assets
|
|
43,870
|
|
|
43,386
|
|
|
43,243
|
|
|||
Total assets
|
|
$
|
4,244,922
|
|
|
$
|
4,064,984
|
|
|
$
|
4,156,806
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
|
||||||
Accounts payable and accrued liabilities (Note 7)
|
|
$
|
685,736
|
|
|
$
|
504,533
|
|
|
$
|
588,563
|
|
Income taxes payable
|
|
27,544
|
|
|
50,632
|
|
|
32,497
|
|
|||
Long-term debt due within one year (Note 5)
|
|
48,493
|
|
|
38,455
|
|
|
38,433
|
|
|||
Total current liabilities
|
|
761,773
|
|
|
593,620
|
|
|
659,493
|
|
|||
Long-term debt, net (Note 5)
|
|
1,345,262
|
|
|
1,234,277
|
|
|
1,182,349
|
|
|||
Other long-term liabilities (Note 7)
|
|
274,998
|
|
|
291,506
|
|
|
289,793
|
|
|||
Deferred income taxes, net
|
|
179,794
|
|
|
133,918
|
|
|
144,393
|
|
|||
Total liabilities
|
|
2,561,827
|
|
|
2,253,321
|
|
|
2,276,028
|
|
|||
Commitments and contingencies (Note 9)
|
|
|
|
|
|
|
|
|
|
|||
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, 46,101, 46,021 and 45,857 shares issued, respectively
|
|
461
|
|
|
460
|
|
|
458
|
|
|||
Exchangeable shares, $0.01 par value, 57, 58 and 60 shares issued and outstanding, respectively (Note 4)
|
|
1
|
|
|
1
|
|
|
1
|
|
|||
Additional paid-in capital
|
|
1,135,709
|
|
|
1,137,467
|
|
|
1,160,243
|
|
|||
Accumulated other comprehensive (loss) income
|
|
(13,949
|
)
|
|
(2,227
|
)
|
|
58,750
|
|
|||
Retained earnings
|
|
699,045
|
|
|
726,722
|
|
|
673,065
|
|
|||
Treasury stock, at cost, 5,905, 5,552, and 5,436 shares, respectively (Note 11)
|
|
(357,989
|
)
|
|
(272,989
|
)
|
|
(247,189
|
)
|
|||
Total Vail Resorts, Inc. stockholders’ equity
|
|
1,463,278
|
|
|
1,589,434
|
|
|
1,645,328
|
|
|||
Noncontrolling interests
|
|
219,817
|
|
|
222,229
|
|
|
235,450
|
|
|||
Total stockholders’ equity
|
|
1,683,095
|
|
|
1,811,663
|
|
|
1,880,778
|
|
|||
Total liabilities and stockholders’ equity
|
|
$
|
4,244,922
|
|
|
$
|
4,064,984
|
|
|
$
|
4,156,806
|
|
|
Three Months Ended January 31,
|
|
Six Months Ended January 31,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net revenue:
|
|
|
|
|
|
|
|
||||||||
Mountain and Lodging services and other
|
$
|
687,119
|
|
|
$
|
594,372
|
|
|
$
|
831,141
|
|
|
$
|
737,720
|
|
Mountain and Lodging retail and dining
|
162,203
|
|
|
140,069
|
|
|
238,087
|
|
|
216,935
|
|
||||
Resort net revenue
|
849,322
|
|
|
734,441
|
|
|
1,069,228
|
|
|
954,655
|
|
||||
Real Estate
|
256
|
|
|
134
|
|
|
354
|
|
|
770
|
|
||||
Total net revenue
|
849,578
|
|
|
734,575
|
|
|
1,069,582
|
|
|
955,425
|
|
||||
Operating expense (exclusive of depreciation and amortization shown separately below):
|
|
|
|
|
|
|
|
||||||||
Mountain and Lodging operating expense
|
350,633
|
|
|
297,503
|
|
|
544,745
|
|
|
478,779
|
|
||||
Mountain and Lodging retail and dining cost of products sold
|
63,505
|
|
|
57,237
|
|
|
98,381
|
|
|
92,916
|
|
||||
General and administrative
|
77,362
|
|
|
70,736
|
|
|
141,741
|
|
|
128,599
|
|
||||
Resort operating expense
|
491,500
|
|
|
425,476
|
|
|
784,867
|
|
|
700,294
|
|
||||
Real Estate operating expense
|
1,389
|
|
|
1,207
|
|
|
2,759
|
|
|
2,898
|
|
||||
Total segment operating expense
|
492,889
|
|
|
426,683
|
|
|
787,626
|
|
|
703,192
|
|
||||
Other operating (expense) income:
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
(55,238
|
)
|
|
(51,404
|
)
|
|
(106,281
|
)
|
|
(100,028
|
)
|
||||
Gain on sale of real property
|
—
|
|
|
515
|
|
|
—
|
|
|
515
|
|
||||
Change in estimated fair value of contingent consideration (Note 8)
|
(700
|
)
|
|
—
|
|
|
(1,900
|
)
|
|
—
|
|
||||
Gain on disposal of fixed assets and other, net
|
1,097
|
|
|
538
|
|
|
478
|
|
|
1,105
|
|
||||
Income from operations
|
301,848
|
|
|
257,541
|
|
|
174,253
|
|
|
153,825
|
|
||||
Mountain equity investment income (loss), net
|
160
|
|
|
(35
|
)
|
|
1,110
|
|
|
487
|
|
||||
Investment income and other, net
|
507
|
|
|
397
|
|
|
970
|
|
|
780
|
|
||||
Foreign currency gain (loss) on intercompany loans (Note 5)
|
450
|
|
|
10,337
|
|
|
(1,861
|
)
|
|
2,991
|
|
||||
Interest expense, net
|
(21,002
|
)
|
|
(15,973
|
)
|
|
(39,640
|
)
|
|
(31,147
|
)
|
||||
Income before (provision) benefit from income taxes
|
281,963
|
|
|
252,267
|
|
|
134,832
|
|
|
126,936
|
|
||||
(Provision) benefit from income taxes
|
(63,973
|
)
|
|
(3,594
|
)
|
|
(27,568
|
)
|
|
89,810
|
|
||||
Net income
|
217,990
|
|
|
248,673
|
|
|
107,264
|
|
|
216,746
|
|
||||
Net income attributable to noncontrolling interests
|
(11,641
|
)
|
|
(12,982
|
)
|
|
(8,710
|
)
|
|
(9,440
|
)
|
||||
Net income attributable to Vail Resorts, Inc.
|
$
|
206,349
|
|
|
$
|
235,691
|
|
|
$
|
98,554
|
|
|
$
|
207,306
|
|
Per share amounts (Note 4):
|
|
|
|
|
|
|
|
||||||||
Basic net income per share attributable to Vail Resorts, Inc.
|
$
|
5.12
|
|
|
$
|
5.82
|
|
|
$
|
2.44
|
|
|
$
|
5.14
|
|
Diluted net income per share attributable to Vail Resorts, Inc.
|
$
|
5.02
|
|
|
$
|
5.67
|
|
|
$
|
2.39
|
|
|
$
|
4.97
|
|
Cash dividends declared per share
|
$
|
1.47
|
|
|
$
|
1.053
|
|
|
$
|
2.94
|
|
|
$
|
2.106
|
|
|
|
Three Months Ended
January 31, |
|
Six Months Ended
January 31, |
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income
|
|
$
|
217,990
|
|
|
$
|
248,673
|
|
|
$
|
107,264
|
|
|
$
|
216,746
|
|
Foreign currency translation adjustments, net of tax
|
|
7,863
|
|
|
65,008
|
|
|
(14,773
|
)
|
|
19,603
|
|
||||
Comprehensive income
|
|
225,853
|
|
|
313,681
|
|
|
92,491
|
|
|
236,349
|
|
||||
Comprehensive income attributable to noncontrolling interests
|
|
(12,857
|
)
|
|
(29,831
|
)
|
|
(5,659
|
)
|
|
(14,688
|
)
|
||||
Comprehensive income attributable to Vail Resorts, Inc.
|
|
$
|
212,996
|
|
|
$
|
283,850
|
|
|
$
|
86,832
|
|
|
$
|
221,661
|
|
|
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, 2017
|
$
|
454
|
|
$
|
1
|
|
$
|
1,222,510
|
|
$
|
44,395
|
|
$
|
550,985
|
|
$
|
(247,189
|
)
|
$
|
1,571,156
|
|
$
|
227,803
|
|
$
|
1,798,959
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
207,306
|
|
—
|
|
207,306
|
|
9,440
|
|
216,746
|
|
|||||||||
Foreign currency translation adjustments, net of tax
|
—
|
|
—
|
|
—
|
|
14,355
|
|
—
|
|
—
|
|
14,355
|
|
5,248
|
|
19,603
|
|
|||||||||
Total comprehensive income
|
|
|
|
|
|
|
221,661
|
|
14,688
|
|
236,349
|
|
|||||||||||||||
Stock-based compensation expense
|
—
|
|
—
|
|
9,412
|
|
—
|
|
—
|
|
—
|
|
9,412
|
|
—
|
|
9,412
|
|
|||||||||
Measurement period adjustment
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,776
|
)
|
(1,776
|
)
|
|||||||||
Issuance of shares under share award plans, net of shares withheld for employee taxes
|
4
|
|
—
|
|
(71,679
|
)
|
—
|
|
—
|
|
—
|
|
(71,675
|
)
|
—
|
|
(71,675
|
)
|
|||||||||
Dividends (Note 4)
|
—
|
|
—
|
|
—
|
|
—
|
|
(85,226
|
)
|
—
|
|
(85,226
|
)
|
—
|
|
(85,226
|
)
|
|||||||||
Distributions to noncontrolling interests, net
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(5,265
|
)
|
(5,265
|
)
|
|||||||||
Balance, January 31, 2018
|
$
|
458
|
|
$
|
1
|
|
$
|
1,160,243
|
|
$
|
58,750
|
|
$
|
673,065
|
|
$
|
(247,189
|
)
|
$
|
1,645,328
|
|
$
|
235,450
|
|
$
|
1,880,778
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance, July 31, 2018
|
$
|
460
|
|
$
|
1
|
|
$
|
1,137,467
|
|
$
|
(2,227
|
)
|
$
|
726,722
|
|
$
|
(272,989
|
)
|
$
|
1,589,434
|
|
$
|
222,229
|
|
$
|
1,811,663
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
98,554
|
|
—
|
|
98,554
|
|
8,710
|
|
107,264
|
|
|||||||||
Foreign currency translation adjustments, net of tax
|
—
|
|
—
|
|
—
|
|
(11,722
|
)
|
—
|
|
—
|
|
(11,722
|
)
|
(3,051
|
)
|
(14,773
|
)
|
|||||||||
Total comprehensive income
|
|
|
|
|
|
|
86,832
|
|
5,659
|
|
92,491
|
|
|||||||||||||||
Stock-based compensation expense
|
—
|
|
—
|
|
9,900
|
|
—
|
|
—
|
|
—
|
|
9,900
|
|
—
|
|
9,900
|
|
|||||||||
Cumulative effect for adoption of revenue standard (Notes 2 & 3)
|
—
|
|
—
|
|
—
|
|
—
|
|
(7,517
|
)
|
—
|
|
(7,517
|
)
|
—
|
|
(7,517
|
)
|
|||||||||
Issuance of shares under share award plans, net of shares withheld for employee taxes
|
1
|
|
—
|
|
(11,658
|
)
|
—
|
|
—
|
|
—
|
|
(11,657
|
)
|
—
|
|
(11,657
|
)
|
|||||||||
Repurchase of common stock (Note 11)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(85,000
|
)
|
(85,000
|
)
|
—
|
|
(85,000
|
)
|
|||||||||
Dividends (Note 4)
|
—
|
|
—
|
|
—
|
|
—
|
|
(118,714
|
)
|
—
|
|
(118,714
|
)
|
—
|
|
(118,714
|
)
|
|||||||||
Distributions to noncontrolling interests, net
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(8,071
|
)
|
(8,071
|
)
|
|||||||||
Balance, January 31, 2019
|
$
|
461
|
|
$
|
1
|
|
$
|
1,135,709
|
|
$
|
(13,949
|
)
|
$
|
699,045
|
|
$
|
(357,989
|
)
|
$
|
1,463,278
|
|
$
|
219,817
|
|
$
|
1,683,095
|
|
|
|
Six Months Ended January 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net income
|
|
$
|
107,264
|
|
|
$
|
216,746
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
106,281
|
|
|
100,028
|
|
||
Stock-based compensation expense
|
|
9,900
|
|
|
9,412
|
|
||
Deferred income taxes, net
|
|
32,279
|
|
|
(36,728
|
)
|
||
Other non-cash income, net
|
|
(345
|
)
|
|
(6,994
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
|
||||
Trade receivables, net
|
|
145,305
|
|
|
103,691
|
|
||
Inventories, net
|
|
(14,398
|
)
|
|
(11,541
|
)
|
||
Accounts payable and accrued liabilities
|
|
97,083
|
|
|
73,148
|
|
||
Deferred revenue
|
|
48,061
|
|
|
52,240
|
|
||
Income taxes payable - excess tax benefit from share award exercises
|
|
(4,711
|
)
|
|
(53,081
|
)
|
||
Income taxes payable - other
|
|
(18,000
|
)
|
|
(12,623
|
)
|
||
Other assets and liabilities, net
|
|
(2,538
|
)
|
|
(550
|
)
|
||
Net cash provided by operating activities
|
|
506,181
|
|
|
433,748
|
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Capital expenditures
|
|
(113,531
|
)
|
|
(87,367
|
)
|
||
Acquisition of businesses, net of cash acquired
|
|
(292,610
|
)
|
|
(1,356
|
)
|
||
Cash received from the sale of real property
|
|
—
|
|
|
515
|
|
||
Other investing activities, net
|
|
1,817
|
|
|
6,443
|
|
||
Net cash used in investing activities
|
|
(404,324
|
)
|
|
(81,765
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Proceeds from borrowings under Vail Holdings Credit Agreement
|
|
335,625
|
|
|
95,000
|
|
||
Proceeds from borrowings under Whistler Credit Agreement
|
|
7,667
|
|
|
11,920
|
|
||
Repayments of borrowings under Vail Holdings Credit Agreement
|
|
(211,875
|
)
|
|
(133,750
|
)
|
||
Repayments of borrowings under Whistler Credit Agreement
|
|
(11,193
|
)
|
|
(29,140
|
)
|
||
Employee taxes paid for share award exercises
|
|
(11,657
|
)
|
|
(71,675
|
)
|
||
Dividends paid
|
|
(118,714
|
)
|
|
(85,226
|
)
|
||
Repurchases of common stock
|
|
(85,000
|
)
|
|
—
|
|
||
Other financing activities, net
|
|
(9,864
|
)
|
|
(9,277
|
)
|
||
Net cash used in financing activities
|
|
(105,011
|
)
|
|
(222,148
|
)
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
|
(2,563
|
)
|
|
1,529
|
|
||
Net (decrease) increase in cash, cash equivalents and restricted cash
|
|
(5,717
|
)
|
|
131,364
|
|
||
Cash, cash equivalents and restricted cash:
|
|
|
|
|
||||
Beginning of period
|
|
185,040
|
|
|
127,662
|
|
||
End of period
|
|
$
|
179,323
|
|
|
$
|
259,026
|
|
Non-cash investing activities:
|
|
|
|
|
||||
Accrued capital expenditures
|
|
$
|
22,731
|
|
|
$
|
12,097
|
|
1.
|
Organization and Business
|
Mountain Resorts:
|
|
Location:
|
|
1.
|
Vail Mountain Resort (“Vail Mountain”)
|
|
Colorado
|
2.
|
Breckenridge Ski Resort (“Breckenridge”)
|
|
Colorado
|
3.
|
Keystone Resort (“Keystone”)
|
|
Colorado
|
4.
|
Beaver Creek Resort (“Beaver Creek”)
|
|
Colorado
|
5.
|
Crested Butte Mountain Resort (“Crested Butte”)
|
|
Colorado
|
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.
|
Mount Sunapee Mountain Resort (“Mount Sunapee”)
|
|
New Hampshire
|
10.
|
Park City Resort (“Park City”)
|
|
Utah
|
11.
|
Stowe Mountain Resort (“Stowe”)
|
|
Vermont
|
12.
|
Okemo Mountain Resort (“Okemo”)
|
|
Vermont
|
13.
|
Stevens Pass Mountain Resort (“Stevens Pass”)
|
|
Washington
|
14.
|
Whistler Blackcomb Resort (“Whistler Blackcomb”)
|
|
British Columbia, Canada
|
15.
|
Perisher Ski Resort (“Perisher”)
|
|
New South Wales, Australia
|
Urban Ski Areas:
|
|
Location:
|
|
1.
|
Afton Alps Ski Area (“Afton Alps”)
|
|
Minnesota
|
2.
|
Mount Brighton Ski Area (“Mt. Brighton”)
|
|
Michigan
|
3.
|
Wilmot Mountain (“Wilmot”)
|
|
Wisconsin
|
2.
|
Summary of Significant Accounting Policies
|
|
As of January 31, 2019
|
||||||||
Balance Sheet
|
Balances Without Adoption of Topic 606
|
Adjustments
|
As Reported
(Under Topic 606)
|
||||||
Liabilities
|
|
|
|
||||||
Accounts payable and accrued liabilities
|
$
|
677,683
|
|
$
|
8,053
|
|
$
|
685,736
|
|
Stockholders’ equity
|
|
|
|
||||||
Retained earnings
|
$
|
707,098
|
|
$
|
(8,053
|
)
|
$
|
699,045
|
|
|
|
|
|
•
|
Mountain revenue is derived from a wide variety of sources, including, among other things: lift revenue, which includes sales of lift tickets and season passes; ski school revenue, which includes the revenue derived from ski school operations; dining revenue, which includes both casual and fine dining on-mountain operations; retail sales and equipment rentals; and other on-mountain revenue, which includes private ski club revenue (which includes both club dues and amortization
|
•
|
Lodging revenue is derived from a wide variety of sources, including, among other things: revenue from owned hotel rooms and managed hotel rooms; revenue from hotel dining operations; transportation revenue which relates to the Company’s Colorado resort ground transportation operations; and other lodging revenue which includes property management services, managed properties other costs reimbursements, private golf club revenue (which includes both club dues and amortization of initiation fees), and golf course fees. Lodging revenue also includes managed hotel property payroll cost reimbursements related to payroll costs at managed properties where the Company is the employer, which are reimbursed by the owner with no added margin. Therefore, these revenues and corresponding expenses have no net effect on the Company’s operating income or net income. Other than revenue from dining operations, lodging revenue is mostly recognized over time as performance obligations are satisfied as control of the service (e.g. nightly hotel room access) is transferred to the customer.
|
•
|
Real estate revenue primarily relates to the sale of development land parcels. Real estate revenue is generally recognized at a point in time when performance obligations have been satisfied, which is usually upon closing of the sales transaction and in an amount that reflects the consideration to which the Company expects to be entitled.
|
|
|
Three Months Ended January 31,
|
|
Six Months Ended January 31,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Mountain net revenue:
|
|
|
|
|
|
|
|
|
||||||||
Lift
|
|
$
|
447,558
|
|
|
$
|
381,912
|
|
|
$
|
472,243
|
|
|
$
|
407,380
|
|
Ski School
|
|
92,244
|
|
|
80,116
|
|
|
96,516
|
|
|
84,554
|
|
||||
Dining
|
|
65,409
|
|
|
53,910
|
|
|
83,701
|
|
|
72,212
|
|
||||
Retail/Rental
|
|
128,436
|
|
|
115,446
|
|
|
171,778
|
|
|
160,853
|
|
||||
Other
|
|
42,426
|
|
|
39,518
|
|
|
96,841
|
|
|
94,028
|
|
||||
Total Mountain net revenue
|
|
$
|
776,073
|
|
|
$
|
670,902
|
|
|
$
|
921,079
|
|
|
$
|
819,027
|
|
Lodging net revenue:
|
|
|
|
|
|
|
|
|
||||||||
Owned hotel rooms
|
|
$
|
11,548
|
|
|
$
|
11,353
|
|
|
$
|
31,147
|
|
|
$
|
30,988
|
|
Managed condominium rooms
|
|
28,046
|
|
|
23,358
|
|
|
39,164
|
|
|
33,529
|
|
||||
Dining
|
|
10,189
|
|
|
7,869
|
|
|
26,318
|
|
|
23,749
|
|
||||
Transportation
|
|
7,722
|
|
|
7,460
|
|
|
10,196
|
|
|
10,013
|
|
||||
Golf
|
|
—
|
|
|
—
|
|
|
9,459
|
|
|
8,767
|
|
||||
Other
|
|
12,120
|
|
|
9,914
|
|
|
24,588
|
|
|
21,688
|
|
||||
|
|
69,625
|
|
|
59,954
|
|
|
140,872
|
|
|
128,734
|
|
||||
Payroll cost reimbursements
|
|
3,624
|
|
|
3,585
|
|
|
7,277
|
|
|
6,894
|
|
||||
Total Lodging net revenue
|
|
$
|
73,249
|
|
|
$
|
63,539
|
|
|
$
|
148,149
|
|
|
$
|
135,628
|
|
Total Resort net revenue
|
|
$
|
849,322
|
|
|
$
|
734,441
|
|
|
$
|
1,069,228
|
|
|
$
|
954,655
|
|
Total Real Estate net revenue
|
|
256
|
|
|
134
|
|
|
354
|
|
|
770
|
|
||||
Total net revenue
|
|
$
|
849,578
|
|
|
$
|
734,575
|
|
|
$
|
1,069,582
|
|
|
$
|
955,425
|
|
|
|
|
4.
|
Net Income per Share
|
|
|
Three Months Ended January 31,
|
||||||||||||||
|
|
2019
|
|
2018
|
||||||||||||
|
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||
Net income per share:
|
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Vail Resorts
|
|
$
|
206,349
|
|
|
$
|
206,349
|
|
|
$
|
235,691
|
|
|
$
|
235,691
|
|
Weighted-average Vail Shares outstanding
|
|
40,271
|
|
|
40,271
|
|
|
40,414
|
|
|
40,414
|
|
||||
Weighted-average Exchangeco Shares outstanding
|
|
57
|
|
|
57
|
|
|
61
|
|
|
61
|
|
||||
Total Weighted-average shares outstanding
|
|
40,328
|
|
|
40,328
|
|
|
40,475
|
|
|
40,475
|
|
||||
Effect of dilutive securities
|
|
—
|
|
|
798
|
|
|
—
|
|
|
1,119
|
|
||||
Total shares
|
|
40,328
|
|
|
41,126
|
|
|
40,475
|
|
|
41,594
|
|
||||
Net income per share attributable to Vail Resorts
|
|
$
|
5.12
|
|
|
$
|
5.02
|
|
|
$
|
5.82
|
|
|
$
|
5.67
|
|
|
|
Six Months Ended January 31,
|
||||||||||||||
|
|
2019
|
|
2018
|
||||||||||||
|
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||
Net income per share:
|
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Vail Resorts
|
|
$
|
98,554
|
|
|
$
|
98,554
|
|
|
$
|
207,306
|
|
|
$
|
207,306
|
|
Weighted-average Vail Shares outstanding
|
|
40,359
|
|
|
40,359
|
|
|
40,281
|
|
|
40,281
|
|
||||
Weighted-average Exchangeco Shares outstanding
|
|
57
|
|
|
57
|
|
|
62
|
|
|
62
|
|
||||
Total Weighted-average shares outstanding
|
|
40,416
|
|
|
40,416
|
|
|
40,343
|
|
|
40,343
|
|
||||
Effect of dilutive securities
|
|
—
|
|
|
870
|
|
|
—
|
|
|
1,346
|
|
||||
Total shares
|
|
40,416
|
|
|
41,286
|
|
|
40,343
|
|
|
41,689
|
|
||||
Net income per share attributable to Vail Resorts
|
|
$
|
2.44
|
|
|
$
|
2.39
|
|
|
$
|
5.14
|
|
|
$
|
4.97
|
|
|
|
Maturity
|
|
January 31, 2019
|
|
July 31, 2018
|
|
January 31, 2018
|
||||||
Vail Holdings Credit Agreement term loan (a)
|
|
2023
|
|
$
|
938,125
|
|
|
$
|
684,375
|
|
|
$
|
703,125
|
|
Vail Holdings Credit Agreement revolver (a)
|
|
2023
|
|
—
|
|
|
130,000
|
|
|
30,000
|
|
|||
Whistler Credit Agreement revolver (b)
|
|
2023
|
|
60,904
|
|
|
65,353
|
|
|
97,571
|
|
|||
Employee housing bonds
|
|
2027-2039
|
|
52,575
|
|
|
52,575
|
|
|
52,575
|
|
|||
Canyons obligation
|
|
2063
|
|
337,385
|
|
|
334,509
|
|
|
331,647
|
|
|||
Other
|
|
2024-2028
|
|
8,656
|
|
|
9,270
|
|
|
9,590
|
|
|||
Total debt
|
|
|
|
1,397,645
|
|
|
1,276,082
|
|
|
1,224,508
|
|
|||
Less: Unamortized debt issuance costs
|
|
|
|
3,890
|
|
|
3,350
|
|
|
3,726
|
|
|||
Less: Current maturities (c)
|
|
|
|
48,493
|
|
|
38,455
|
|
|
38,433
|
|
|||
Long-term debt, net
|
|
|
|
$
|
1,345,262
|
|
|
$
|
1,234,277
|
|
|
$
|
1,182,349
|
|
(a)
|
On
August 15, 2018
, in order to fund the Stevens Pass and Triple Peaks acquisitions (see Note 6, Acquisitions), the Company’s wholly owned subsidiary, Vail Holdings, Inc. (“VHI”), entered into the Eighth Amended and Restated Credit Agreement (the “Vail Holdings Credit Agreement”), with Bank of America, N.A., as administrative agent, and other lenders named therein, through which these lenders agreed to provide an additional
$265.6 million
in incremental term loans and
|
(b)
|
Whistler Mountain Resort Limited Partnership (“Whistler LP”) and Blackcomb Skiing Enterprises Limited Partnership (“Blackcomb LP”), together “The WB Partnerships,” are party to a credit agreement, dated as of
November 12, 2013
(as amended, the “Whistler Credit Agreement”), by and among Whistler LP, 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. During the three months ended January 31, 2019, the Company entered into an amendment of the Whistler Credit Agreement which extended the maturity date of the revolving credit facility to
December 15, 2023
. No other material terms of the Whistler Credit Agreement were altered. The WB Partnerships’ obligations under the Whistler Credit Agreement are guaranteed by the Whistler Subsidiary Guarantors and are collateralized by a pledge of the capital stock of the Whistler Subsidiary Guarantors and a pledge of substantially all of the assets of Whistler LP, Blackcomb LP and the Whistler Subsidiary Guarantors. In addition, pursuant to the terms of the Whistler Credit Agreement, the WB Partnerships have the ability to increase the commitment amount by up to
C$75.0 million
subject to lender approval.
Borrowings under the Whistler Credit Agreement are available in Canadian or U.S. dollars and bear interest annually, subject to an applicable margin based on the WB Partnerships’ Consolidated Total Leverage Ratio (as defined in the Whistler Credit Agreement), with pricing as of January 31, 2019, in the case of borrowings (i) in Canadian dollars, at the WB Partnerships’ option, either (a) at the Canadian Prime Rate plus 0.75% per annum or (b) by way of the issuance of bankers’ acceptances plus 1.75% per annum; and (ii) in U.S. dollars, at the WB Partnerships option, either at (a) the U.S. Base Rate plus 0.75% per annum or (b) Bankers Acceptance Rate plus 1.75% per annum
. As of
January 31, 2019
, all borrowings under the Whistler Credit Agreement were made in Canadian dollars and by way of the issuance of bankers’ acceptances plus
1.75%
(approximately
3.92%
). The Whistler Credit Agreement also includes a quarterly unused commitment fee based on the Consolidated Total Leverage Ratio, which as of
January 31, 2019
is equal to
0.3937%
per annum. The Whistler Credit Agreement provides for affirmative and negative covenants that restrict, among other things, the WB Partnerships’ ability to incur indebtedness and liens, dispose of assets, make capital expenditures, make distributions and make investments. In addition, the Whistler Credit Agreement includes the restrictive financial covenants (leverage ratios and interest coverage ratios) customary for facilities of this type.
|
(c)
|
Current maturities represent principal payments due in the next 12 months.
|
|
Total
|
||
2019 (February 2019 through July 2019)
|
$
|
24,091
|
|
2020
|
48,516
|
|
|
2021
|
48,580
|
|
|
2022
|
48,648
|
|
|
2023
|
48,719
|
|
|
Thereafter
|
1,179,091
|
|
|
Total debt
|
$
|
1,397,645
|
|
|
Acquisition Date Estimated Fair Value
|
||
Current assets
|
$
|
752
|
|
Property, plant and equipment
|
34,865
|
|
|
Goodwill
|
28,878
|
|
|
Identifiable intangible assets
|
2,680
|
|
|
Deferred income taxes, net
|
886
|
|
|
Liabilities
|
(4,026
|
)
|
|
Net assets acquired
|
$
|
64,035
|
|
|
Acquisition Date Estimated Fair Value
|
||
Current assets
|
$
|
5,197
|
|
Property, plant and equipment
|
159,799
|
|
|
Goodwill
|
52,706
|
|
|
Identifiable intangible assets
|
27,661
|
|
|
Deferred income taxes, net
|
3,522
|
|
|
Liabilities
|
(19,792
|
)
|
|
Net assets acquired
|
$
|
229,093
|
|
|
Three Months Ended January 31,
|
||
|
2018
|
||
Pro forma net revenue
|
$
|
788,466
|
|
Pro forma net income attributable to Vail Resorts, Inc.
|
$
|
242,039
|
|
Pro forma basic net income per share attributable to Vail Resorts, Inc.
|
$
|
5.98
|
|
Pro forma diluted net income per share attributable to Vail Resorts, Inc.
|
$
|
5.82
|
|
|
Six Months Ended January 31,
|
|||||
|
2019
|
2018
|
||||
Pro forma net revenue
|
$
|
1,077,107
|
|
$
|
1,023,704
|
|
Pro forma net income attributable to Vail Resorts, Inc.
|
$
|
99,576
|
|
$
|
206,318
|
|
Pro forma basic net income per share attributable to Vail Resorts, Inc.
|
$
|
2.46
|
|
$
|
5.11
|
|
Pro forma diluted net income per share attributable to Vail Resorts, Inc.
|
$
|
2.41
|
|
$
|
4.95
|
|
|
|
January 31, 2019
|
|
July 31, 2018
|
|
January 31, 2018
|
||||||
Land and land improvements
|
|
$
|
617,492
|
|
|
$
|
552,271
|
|
|
$
|
559,135
|
|
Buildings and building improvements
|
|
1,280,972
|
|
|
1,193,528
|
|
|
1,206,465
|
|
|||
Machinery and equipment
|
|
1,139,443
|
|
|
1,007,250
|
|
|
1,046,134
|
|
|||
Furniture and fixtures
|
|
323,406
|
|
|
283,694
|
|
|
298,932
|
|
|||
Software
|
|
122,038
|
|
|
113,699
|
|
|
116,210
|
|
|||
Vehicles
|
|
65,642
|
|
|
60,697
|
|
|
62,172
|
|
|||
Construction in progress
|
|
23,342
|
|
|
59,579
|
|
|
25,556
|
|
|||
Gross property, plant and equipment
|
|
3,572,335
|
|
|
3,270,718
|
|
|
3,314,604
|
|
|||
Accumulated depreciation
|
|
(1,741,248
|
)
|
|
(1,643,499
|
)
|
|
(1,612,391
|
)
|
|||
Property, plant and equipment, net
|
|
$
|
1,831,087
|
|
|
$
|
1,627,219
|
|
|
$
|
1,702,213
|
|
|
|
January 31, 2019
|
|
July 31, 2018
|
|
January 31, 2018
|
||||||
Trade payables
|
|
$
|
106,183
|
|
|
$
|
80,793
|
|
|
$
|
94,680
|
|
Deferred revenue
|
|
346,356
|
|
|
282,103
|
|
|
292,336
|
|
|||
Accrued salaries, wages and deferred compensation
|
|
66,090
|
|
|
40,034
|
|
|
52,329
|
|
|||
Accrued benefits
|
|
37,991
|
|
|
33,963
|
|
|
35,109
|
|
|||
Deposits
|
|
52,867
|
|
|
26,646
|
|
|
43,457
|
|
|||
Other liabilities
|
|
76,249
|
|
|
40,994
|
|
|
70,652
|
|
|||
Total accounts payable and accrued liabilities
|
|
$
|
685,736
|
|
|
$
|
504,533
|
|
|
$
|
588,563
|
|
|
|
January 31, 2019
|
|
July 31, 2018
|
|
January 31, 2018
|
||||||
Private club deferred initiation fee revenue
|
|
$
|
112,065
|
|
|
$
|
114,319
|
|
|
$
|
116,726
|
|
Unfavorable lease obligation, net
|
|
20,450
|
|
|
21,839
|
|
|
23,309
|
|
|||
Other long-term liabilities
|
|
142,483
|
|
|
155,348
|
|
|
149,758
|
|
|||
Total other long-term liabilities
|
|
$
|
274,998
|
|
|
$
|
291,506
|
|
|
$
|
289,793
|
|
|
Mountain
|
Lodging
|
Goodwill, net
|
||||||
Balance at July 31, 2018
|
$
|
1,407,787
|
|
$
|
67,899
|
|
$
|
1,475,686
|
|
Acquisitions
|
81,584
|
|
—
|
|
81,584
|
|
|||
Effects of changes in foreign currency exchange rates
|
(10,186
|
)
|
—
|
|
(10,186
|
)
|
|||
Balance at January 31, 2019
|
$
|
1,479,185
|
|
$
|
67,899
|
|
$
|
1,547,084
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Estimated Fair Value Measurement as of January 31, 2019
|
||||||||||||||
Description
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Money Market
|
|
$
|
3,031
|
|
|
$
|
3,031
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial Paper
|
|
$
|
2,401
|
|
|
$
|
—
|
|
|
$
|
2,401
|
|
|
$
|
—
|
|
Certificates of Deposit
|
|
$
|
6,774
|
|
|
$
|
—
|
|
|
$
|
6,774
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Contingent Consideration
|
|
$
|
23,733
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23,733
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Estimated Fair Value Measurement as of July 31, 2018
|
||||||||||||||
Description
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Money Market
|
|
$
|
3,021
|
|
|
$
|
3,021
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial Paper
|
|
$
|
2,401
|
|
|
$
|
—
|
|
|
$
|
2,401
|
|
|
$
|
—
|
|
Certificates of Deposit
|
|
$
|
11,249
|
|
|
$
|
—
|
|
|
$
|
11,249
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Contingent Consideration
|
|
$
|
21,900
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21,900
|
|
|
|
|
||||||||||||||
|
|
Estimated Fair Value Measurement as of January 31, 2018
|
||||||||||||||
Description
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Money Market
|
|
$
|
3,013
|
|
|
$
|
3,013
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial Paper
|
|
$
|
2,401
|
|
|
$
|
—
|
|
|
$
|
2,401
|
|
|
$
|
—
|
|
Certificates of Deposit
|
|
$
|
7,162
|
|
|
$
|
—
|
|
|
$
|
7,162
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Contingent Consideration
|
|
$
|
23,754
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23,754
|
|
|
|
|
|
|
||||
Balance as of July 31, 2018 and 2017, respectively
|
|
$
|
21,900
|
|
|
$
|
27,400
|
|
Payments
|
|
(67
|
)
|
|
(3,646
|
)
|
||
Change in estimated fair value
|
|
1,900
|
|
|
—
|
|
||
Balance as of January 31, 2019 and 2018, respectively
|
|
$
|
23,733
|
|
|
$
|
23,754
|
|
|
Three Months Ended January 31,
|
|
Six Months Ended January 31,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net revenue:
|
|
|
|
|
|
|
|
||||||||
Lift
|
$
|
447,558
|
|
|
$
|
381,912
|
|
|
$
|
472,243
|
|
|
$
|
407,380
|
|
Ski school
|
92,244
|
|
|
80,116
|
|
|
96,516
|
|
|
84,554
|
|
||||
Dining
|
65,409
|
|
|
53,910
|
|
|
83,701
|
|
|
72,212
|
|
||||
Retail/rental
|
128,436
|
|
|
115,446
|
|
|
171,778
|
|
|
160,853
|
|
||||
Other
|
42,426
|
|
|
39,518
|
|
|
96,841
|
|
|
94,028
|
|
||||
Total Mountain net revenue
|
776,073
|
|
|
670,902
|
|
|
921,079
|
|
|
819,027
|
|
||||
Lodging
|
73,249
|
|
|
63,539
|
|
|
148,149
|
|
|
135,628
|
|
||||
Total Resort net revenue
|
849,322
|
|
|
734,441
|
|
|
1,069,228
|
|
|
954,655
|
|
||||
Real Estate
|
256
|
|
|
134
|
|
|
354
|
|
|
770
|
|
||||
Total net revenue
|
$
|
849,578
|
|
|
$
|
734,575
|
|
|
$
|
1,069,582
|
|
|
$
|
955,425
|
|
Segment operating expense:
|
|
|
|
|
|
|
|
||||||||
Mountain
|
$
|
424,008
|
|
|
$
|
365,605
|
|
|
$
|
646,371
|
|
|
$
|
572,689
|
|
Lodging
|
67,492
|
|
|
59,871
|
|
|
138,496
|
|
|
127,605
|
|
||||
Resort
|
491,500
|
|
|
425,476
|
|
|
784,867
|
|
|
700,294
|
|
||||
Real Estate
|
1,389
|
|
|
1,207
|
|
|
2,759
|
|
|
2,898
|
|
||||
Total segment operating expense
|
$
|
492,889
|
|
|
$
|
426,683
|
|
|
$
|
787,626
|
|
|
$
|
703,192
|
|
Gain on sale of real property
|
$
|
—
|
|
|
$
|
515
|
|
|
$
|
—
|
|
|
$
|
515
|
|
Mountain equity investment income (loss), net
|
$
|
160
|
|
|
$
|
(35
|
)
|
|
$
|
1,110
|
|
|
$
|
487
|
|
Reported EBITDA:
|
|
|
|
|
|
|
|
||||||||
Mountain
|
$
|
352,225
|
|
|
$
|
305,262
|
|
|
$
|
275,818
|
|
|
$
|
246,825
|
|
Lodging
|
5,757
|
|
|
3,668
|
|
|
9,653
|
|
|
8,023
|
|
||||
Resort
|
357,982
|
|
|
308,930
|
|
|
285,471
|
|
|
254,848
|
|
||||
Real Estate
|
(1,133
|
)
|
|
(558
|
)
|
|
(2,405
|
)
|
|
(1,613
|
)
|
||||
Total Reported EBITDA
|
$
|
356,849
|
|
|
$
|
308,372
|
|
|
$
|
283,066
|
|
|
$
|
253,235
|
|
Real estate held for sale and investment
|
$
|
101,730
|
|
|
$
|
103,212
|
|
|
$
|
101,730
|
|
|
$
|
103,212
|
|
Reconciliation to net income attributable to Vail Resorts, Inc.:
|
|
|
|
|
|
|
|
||||||||
Total Reported EBITDA
|
$
|
356,849
|
|
|
$
|
308,372
|
|
|
$
|
283,066
|
|
|
$
|
253,235
|
|
Depreciation and amortization
|
(55,238
|
)
|
|
(51,404
|
)
|
|
(106,281
|
)
|
|
(100,028
|
)
|
||||
Change in estimated fair value of contingent consideration
|
(700
|
)
|
|
—
|
|
|
(1,900
|
)
|
|
—
|
|
||||
Gain on disposal of fixed assets and other, net
|
1,097
|
|
|
538
|
|
|
478
|
|
|
1,105
|
|
||||
Investment income and other, net
|
507
|
|
|
397
|
|
|
970
|
|
|
780
|
|
||||
Foreign currency gain (loss) on intercompany loans
|
450
|
|
|
10,337
|
|
|
(1,861
|
)
|
|
2,991
|
|
||||
Interest expense, net
|
(21,002
|
)
|
|
(15,973
|
)
|
|
(39,640
|
)
|
|
(31,147
|
)
|
||||
Income before (provision) benefit from income taxes
|
281,963
|
|
|
252,267
|
|
|
134,832
|
|
|
126,936
|
|
||||
(Provision) benefit from income taxes
|
(63,973
|
)
|
|
(3,594
|
)
|
|
(27,568
|
)
|
|
89,810
|
|
||||
Net income
|
217,990
|
|
|
248,673
|
|
|
107,264
|
|
|
216,746
|
|
||||
Net income attributable to noncontrolling interests
|
(11,641
|
)
|
|
(12,982
|
)
|
|
(8,710
|
)
|
|
(9,440
|
)
|
||||
Net income attributable to Vail Resorts, Inc.
|
$
|
206,349
|
|
|
$
|
235,691
|
|
|
$
|
98,554
|
|
|
$
|
207,306
|
|
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.
|
Crested Butte Mountain Resort (“Crested Butte”)
|
|
Colorado
|
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.
|
Mount Sunapee Mountain Resort (“Mount Sunapee”)
|
|
New Hampshire
|
10.
|
Park City Resort (“Park City”)
|
|
Utah
|
11.
|
Stowe Mountain Resort (“Stowe”)
|
|
Vermont
|
12.
|
Okemo Mountain Resort (“Okemo”)
|
|
Vermont
|
13.
|
Stevens Pass Mountain Resort (“Stevens Pass”)
|
|
Washington
|
14.
|
Whistler Blackcomb Resort (“Whistler Blackcomb”)
|
|
British Columbia, Canada
|
15.
|
Perisher Ski Resort (“Perisher”)
|
|
New South Wales, Australia
|
Urban Ski Areas:
|
|
Location:
|
|
1.
|
Afton Alps Ski Area (“Afton Alps”)
|
|
Minnesota
|
2.
|
Mount Brighton Ski Area (“Mt. Brighton”)
|
|
Michigan
|
3.
|
Wilmot Mountain (“Wilmot”)
|
|
Wisconsin
|
•
|
The timing and amount of snowfall can have an impact on Mountain and Lodging revenue, particularly with regards to skier visits and the duration and frequency of guest visitation. To help mitigate this impact, we sell a variety of pass products prior to the beginning of the ski season which results in a more stabilized stream of lift revenue. Additionally, our pass products provide a compelling value proposition to our guests, which in turn create a guest commitment predominately prior to the start of the ski season. During fiscal year 2018, pass revenue represented approximately 47% of total lift revenue. Due to increased pass sales for the 2018/2019 North American ski season compared to the 2017/2018 North American ski season, pass revenue increased approximately $25.8 million, or 12.1%, for the three months ended January 31, 2019 compared to the same period in the prior year. Additionally, deferred revenue related to North American pass sales was approximately $234.0 million as of January 31, 2019 (compared to approximately $192.0 million as of January 31, 2018), which will be almost entirely recognized as lift revenue during our third fiscal quarter ending April 30, 2019, subject to final adjustments required under U.S. GAAP.
|
•
|
Destination guest visitation at our North American resorts was less than expected in the pre-holiday period. However, our Destination guest visitation was largely in line with expectations during the key holiday weeks and through the remainder of January. Throughout the quarter, with the favorable conditions at our U.S. resorts, we saw strong growth among our Local guests, who are primarily pass purchasers. Our Tahoe resorts and Whistler Blackcomb saw periods of strong visitation in the holiday and post-holiday periods, but were also impacted by increased weather variability at those resorts over the holidays and lower than expected Destination visitation. While weather conditions have generally remained positive or have improved at our U.S. resorts and at Whistler Blackcomb through January 31, 2019, we cannot predict the impact that the pre-holiday period results or future weather conditions will have on our skier visitation and results of operations for the remainder of the 2018/2019 North American ski season.
|
•
|
Key North American economic indicators have remained steady into calendar year 2019, including strong consumer confidence and declines in the unemployment rate. However, the growth in the North American economy may be impacted by economic challenges in North America or declining or slowing growth in economies outside of North America, accompanied by devaluation of currencies, rising inflation, trade tariffs and lower commodity prices. Given these economic uncertainties, we cannot predict what the impact of the overall North American or global economy will be on overall travel and leisure spending or more specifically, on our guest visitation, guest spending or other related trends for the remainder of the 2018/2019 North American ski season.
|
•
|
As of January 31, 2019, we had
$317.9 million
available under the revolver component of our Eighth Amended and Restated Credit Agreement, dated as of August 15, 2018 (the “Vail Holdings Credit Agreement”), which represents the total commitment of
$400.0 million
less certain letters of credit outstanding of
$82.1 million
. Additionally, we have a credit facility which supports the liquidity needs of Whistler Blackcomb (the “Whistler Credit Agreement”). As of January 31, 2019, we had
C$219.1 million
(
$166.8 million
) available under the revolver component of the Whistler Credit Agreement (which represents the total commitment of
C$300.0 million
(
$228.4 million
) less outstanding borrowings of
C$80.0 million
(
$60.9 million
) and a letter of credit outstanding of
C$0.9 million
(
$0.7 million
)).
|
•
|
On February 21, 2019, through a wholly-owned subsidiary, we announced we had entered into an agreement to purchase the ski resorts at Falls Creek Alpine Resort ("Falls Creek") and Hotham Alpine Resort ("Hotham") in Victoria, Australia. We will purchase Australian Alpine Enterprises Holdings Pty. Ltd and all related corporate entities that operate the Falls Creek and Hotham resorts from Living and Leisure Australia Group, a subsidiary of Merlin Entertainments, for a purchase price of approximately AU$174 million, subject to certain adjustments at closing, including an increase (or reduction) in the purchase price for operating losses (or gains) incurred for the period from December 29, 2018 through closing. The acquisition includes the ski school, retail/rental, reservation and property management operations at both resort areas. We expect to record the transaction as a business combination which is expected to close
|
•
|
On August 15, 2018, through a wholly-owned subsidiary, we acquired Stevens Pass Resort in the State of Washington from Ski Resort Holdings, LLC, an affiliate of Oz Real Estate (“Ski Resort Holdings”), for a total purchase price of $64.0 million. We borrowed $70.0 million on August 15, 2018 under the term loan of our Vail Holdings Credit Agreement primarily to fund the acquisition of Stevens Pass. Additionally, on September 27, 2018, we acquired Triple Peaks, LLC (“Triple Peaks”), the parent company of Okemo Mountain Resort in Vermont, Crested Butte Mountain Resort in Colorado, and Mount Sunapee Resort in New Hampshire, for a cash purchase price of approximately $74.1 million, after adjustments for certain agreed-upon terms. In addition, contemporaneous with the closing of the transaction, Triple Peaks paid $155.0 million to satisfy the remaining obligations for the leases that all three resorts had with Ski Resort Holdings, with funds provided by the Company. Accordingly, the total purchase price, including the repayment of lease obligations, was $229.1 million, for which we utilized cash on hand and borrowed $195.6 million under the term loan of our Vail Holdings Credit Agreement to fund the transaction and associated acquisition related expenses. We expect that the acquisitions of Stevens Pass and Triple Peaks 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 Stevens Pass and Triple Peaks and the ultimate impact the new resorts will have on our future results of operations.
|
|
|
Three Months Ended January 31,
|
|
Six Months Ended January 31,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Mountain Reported EBITDA
|
|
$
|
352,225
|
|
|
$
|
305,262
|
|
|
$
|
275,818
|
|
|
$
|
246,825
|
|
Lodging Reported EBITDA
|
|
5,757
|
|
|
3,668
|
|
|
9,653
|
|
|
8,023
|
|
||||
Resort Reported EBITDA
|
|
$
|
357,982
|
|
|
$
|
308,930
|
|
|
$
|
285,471
|
|
|
$
|
254,848
|
|
Real Estate Reported EBITDA
|
|
$
|
(1,133
|
)
|
|
$
|
(558
|
)
|
|
$
|
(2,405
|
)
|
|
$
|
(1,613
|
)
|
Income before (provision) benefit from income taxes
|
|
$
|
281,963
|
|
|
$
|
252,267
|
|
|
$
|
134,832
|
|
|
$
|
126,936
|
|
Net income attributable to Vail Resorts, Inc.
|
|
$
|
206,349
|
|
|
$
|
235,691
|
|
|
$
|
98,554
|
|
|
$
|
207,306
|
|
|
|
Three Months Ended January 31,
|
|
Percentage
Increase
(Decrease)
|
|||||||
|
|
2019
|
|
2018
|
|
||||||
Net Mountain revenue:
|
|
|
|
|
|
|
|||||
Lift
|
|
$
|
447,558
|
|
|
$
|
381,912
|
|
|
17.2
|
%
|
Ski school
|
|
92,244
|
|
|
80,116
|
|
|
15.1
|
%
|
||
Dining
|
|
65,409
|
|
|
53,910
|
|
|
21.3
|
%
|
||
Retail/rental
|
|
128,436
|
|
|
115,446
|
|
|
11.3
|
%
|
||
Other
|
|
42,426
|
|
|
39,518
|
|
|
7.4
|
%
|
||
Total Mountain net revenue
|
|
776,073
|
|
|
670,902
|
|
|
15.7
|
%
|
||
Mountain operating expense:
|
|
|
|
|
|
|
|||||
Labor and labor-related benefits
|
|
172,818
|
|
|
144,240
|
|
|
19.8
|
%
|
||
Retail cost of sales
|
|
43,721
|
|
|
40,540
|
|
|
7.8
|
%
|
||
Resort related fees
|
|
39,830
|
|
|
34,257
|
|
|
16.3
|
%
|
||
General and administrative
|
|
65,847
|
|
|
59,609
|
|
|
10.5
|
%
|
||
Other
|
|
101,792
|
|
|
86,959
|
|
|
17.1
|
%
|
||
Total Mountain operating expense
|
|
424,008
|
|
|
365,605
|
|
|
16.0
|
%
|
||
Mountain equity investment income (loss), net
|
|
160
|
|
|
(35
|
)
|
|
557.1
|
%
|
||
Mountain Reported EBITDA
|
|
$
|
352,225
|
|
|
$
|
305,262
|
|
|
15.4
|
%
|
|
|
|
|
|
|
|
|||||
Total skier visits
|
|
6,521
|
|
|
5,133
|
|
|
27.0
|
%
|
||
ETP
|
|
$
|
68.63
|
|
|
$
|
74.40
|
|
|
(7.8
|
)%
|
|
|
Six Months Ended January 31,
|
|
Percentage
Increase
(Decrease)
|
|||||||
|
|
2019
|
|
2018
|
|
||||||
Net Mountain revenue:
|
|
|
|
|
|
|
|||||
Lift
|
|
$
|
472,243
|
|
|
$
|
407,380
|
|
|
15.9
|
%
|
Ski school
|
|
96,516
|
|
|
84,554
|
|
|
14.1
|
%
|
||
Dining
|
|
83,701
|
|
|
72,212
|
|
|
15.9
|
%
|
||
Retail/rental
|
|
171,778
|
|
|
160,853
|
|
|
6.8
|
%
|
||
Other
|
|
96,841
|
|
|
94,028
|
|
|
3.0
|
%
|
||
Total Mountain net revenue
|
|
921,079
|
|
|
819,027
|
|
|
12.5
|
%
|
||
Mountain operating expense:
|
|
|
|
|
|
|
|||||
Labor and labor-related benefits
|
|
249,068
|
|
|
217,896
|
|
|
14.3
|
%
|
||
Retail cost of sales
|
|
66,137
|
|
|
63,481
|
|
|
4.2
|
%
|
||
Resort related fees
|
|
43,194
|
|
|
37,383
|
|
|
15.5
|
%
|
||
General and administrative
|
|
120,550
|
|
|
108,933
|
|
|
10.7
|
%
|
||
Other
|
|
167,422
|
|
|
144,996
|
|
|
15.5
|
%
|
||
Total Mountain operating expense
|
|
646,371
|
|
|
572,689
|
|
|
12.9
|
%
|
||
Mountain equity investment income, net
|
|
1,110
|
|
|
487
|
|
|
127.9
|
%
|
||
Mountain Reported EBITDA
|
|
$
|
275,818
|
|
|
$
|
246,825
|
|
|
11.7
|
%
|
|
|
|
|
|
|
|
|||||
Total skier visits
|
|
7,028
|
|
|
5,631
|
|
|
24.8
|
%
|
||
ETP
|
|
$
|
67.19
|
|
|
$
|
72.35
|
|
|
(7.1
|
)%
|
|
|
|
|
|
|
|
|||||
|
|
Three Months Ended January 31,
|
|
Percentage
Increase
(Decrease)
|
|||||||
|
|
2019
|
|
2018
|
|
||||||
Lodging net revenue:
|
|
|
|
|
|
|
|||||
Owned hotel rooms
|
|
$
|
11,548
|
|
|
$
|
11,353
|
|
|
1.7
|
%
|
Managed condominium rooms
|
|
28,046
|
|
|
23,358
|
|
|
20.1
|
%
|
||
Dining
|
|
10,189
|
|
|
7,869
|
|
|
29.5
|
%
|
||
Transportation
|
|
7,722
|
|
|
7,460
|
|
|
3.5
|
%
|
||
Other
|
|
12,120
|
|
|
9,914
|
|
|
22.3
|
%
|
||
|
|
69,625
|
|
|
59,954
|
|
|
16.1
|
%
|
||
Payroll cost reimbursements
|
|
3,624
|
|
|
3,585
|
|
|
1.1
|
%
|
||
Total Lodging net revenue
|
|
73,249
|
|
|
63,539
|
|
|
15.3
|
%
|
||
Lodging operating expense:
|
|
|
|
|
|
|
|||||
Labor and labor-related benefits
|
|
32,173
|
|
|
27,556
|
|
|
16.8
|
%
|
||
General and administrative
|
|
11,515
|
|
|
11,127
|
|
|
3.5
|
%
|
||
Other
|
|
20,180
|
|
|
17,603
|
|
|
14.6
|
%
|
||
|
|
63,868
|
|
|
56,286
|
|
|
13.5
|
%
|
||
Reimbursed payroll costs
|
|
3,624
|
|
|
3,585
|
|
|
1.1
|
%
|
||
Total Lodging operating expense
|
|
67,492
|
|
|
59,871
|
|
|
12.7
|
%
|
||
Lodging Reported EBITDA
|
|
$
|
5,757
|
|
|
$
|
3,668
|
|
|
57.0
|
%
|
|
|
|
|
|
|
|
|||||
Owned hotel statistics:
|
|
|
|
|
|
|
|||||
ADR
|
|
$
|
269.45
|
|
|
$
|
278.82
|
|
|
(3.4
|
)%
|
RevPAR
|
|
$
|
177.04
|
|
|
$
|
175.04
|
|
|
1.1
|
%
|
Managed condominium statistics:
|
|
|
|
|
|
|
|||||
ADR
|
|
$
|
407.11
|
|
|
$
|
435.15
|
|
|
(6.4
|
)%
|
RevPAR
|
|
$
|
145.76
|
|
|
$
|
166.77
|
|
|
(12.6
|
)%
|
Owned hotel and managed condominium statistics (combined)
(1)
:
|
|
|
|
|
|
|
|||||
ADR
|
|
$
|
372.43
|
|
|
$
|
389.35
|
|
|
(4.3
|
)%
|
RevPAR
|
|
$
|
150.61
|
|
|
$
|
168.43
|
|
|
(10.6
|
)%
|
|
|
Six Months Ended January 31,
|
|
Percentage
Increase
(Decrease)
|
|||||||
|
|
2019
|
|
2018
|
|
||||||
Lodging net revenue:
|
|
|
|
|
|
|
|||||
Owned hotel rooms
|
|
$
|
31,147
|
|
|
$
|
30,988
|
|
|
0.5
|
%
|
Managed condominium rooms
|
|
39,164
|
|
|
33,529
|
|
|
16.8
|
%
|
||
Dining
|
|
26,318
|
|
|
23,749
|
|
|
10.8
|
%
|
||
Transportation
|
|
10,196
|
|
|
10,013
|
|
|
1.8
|
%
|
||
Golf
|
|
9,459
|
|
|
8,767
|
|
|
7.9
|
%
|
||
Other
|
|
24,588
|
|
|
21,688
|
|
|
13.4
|
%
|
||
|
|
140,872
|
|
|
128,734
|
|
|
9.4
|
%
|
||
Payroll cost reimbursements
|
|
7,277
|
|
|
6,894
|
|
|
5.6
|
%
|
||
Total Lodging net revenue
|
|
148,149
|
|
|
135,628
|
|
|
9.2
|
%
|
||
Lodging operating expense:
|
|
|
|
|
|
|
|||||
Labor and labor-related benefits
|
|
65,624
|
|
|
59,648
|
|
|
10.0
|
%
|
||
General and administrative
|
|
21,191
|
|
|
19,666
|
|
|
7.8
|
%
|
||
Other
|
|
44,404
|
|
|
41,397
|
|
|
7.3
|
%
|
||
|
|
131,219
|
|
|
120,711
|
|
|
8.7
|
%
|
||
Reimbursed payroll costs
|
|
7,277
|
|
|
6,894
|
|
|
5.6
|
%
|
||
Total Lodging operating expense
|
|
138,496
|
|
|
127,605
|
|
|
8.5
|
%
|
||
Lodging Reported EBITDA
|
|
$
|
9,653
|
|
|
$
|
8,023
|
|
|
20.3
|
%
|
|
|
|
|
|
|
|
|||||
Owned hotel statistics:
|
|
|
|
|
|
|
|||||
ADR
|
|
$
|
245.76
|
|
|
$
|
245.08
|
|
|
0.3
|
%
|
RevPAR
|
|
$
|
167.47
|
|
|
$
|
167.54
|
|
|
—
|
%
|
Managed condominium statistics:
|
|
|
|
|
|
|
|||||
ADR
|
|
$
|
323.44
|
|
|
$
|
331.95
|
|
|
(2.6
|
)%
|
RevPAR
|
|
$
|
103.33
|
|
|
$
|
110.45
|
|
|
(6.4
|
)%
|
Owned hotel and managed condominium statistics (combined)
(1)
:
|
|
|
|
|
|
|
|||||
ADR
|
|
$
|
294.63
|
|
|
$
|
295.74
|
|
|
(0.4
|
)%
|
RevPAR
|
|
$
|
117.21
|
|
|
$
|
125.18
|
|
|
(6.4
|
)%
|
|
|
Three Months Ended January 31,
|
|
Percentage
Increase
(Decrease)
|
|||||||
|
|
2019
|
|
2018
|
|
||||||
Total Real Estate net revenue
|
|
$
|
256
|
|
|
$
|
134
|
|
|
91.0
|
%
|
Real Estate operating expense:
|
|
|
|
|
|
|
|||||
Other
|
|
1,389
|
|
|
1,207
|
|
|
15.1
|
%
|
||
Total Real Estate operating expense
|
|
1,389
|
|
|
1,207
|
|
|
15.1
|
%
|
||
Gain on sale of real property
|
|
—
|
|
|
515
|
|
|
(100.0
|
)%
|
||
Real Estate Reported EBITDA
|
|
$
|
(1,133
|
)
|
|
$
|
(558
|
)
|
|
(103.0
|
)%
|
|
|
Six Months Ended January 31,
|
|
Percentage
Increase
(Decrease)
|
|||||||
|
|
2019
|
|
2018
|
|
||||||
Total Real Estate net revenue
|
|
$
|
354
|
|
|
$
|
770
|
|
|
(54.0
|
)%
|
Real Estate operating expense:
|
|
|
|
|
|
|
|||||
Cost of sales (including sales commission)
|
|
—
|
|
|
511
|
|
|
(100.0
|
)%
|
||
Other
|
|
2,759
|
|
|
2,387
|
|
|
15.6
|
%
|
||
Total Real Estate operating expense
|
|
2,759
|
|
|
2,898
|
|
|
(4.8
|
)%
|
||
Gain on sale of real property
|
|
—
|
|
|
515
|
|
|
(100.0
|
)%
|
||
Real Estate Reported EBITDA
|
|
$
|
(2,405
|
)
|
|
$
|
(1,613
|
)
|
|
(49.1
|
)%
|
|
Three Months Ended
January 31,
|
|
Increase (Decrease) |
|
Six Months Ended
January 31,
|
Increase
(Decrease)
|
|||||||||||||||
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|
||||||||||||
Depreciation and amortization
|
$
|
(55,238
|
)
|
|
$
|
(51,404
|
)
|
|
7.5
|
%
|
|
$
|
(106,281
|
)
|
|
$
|
(100,028
|
)
|
|
6.3
|
%
|
Foreign currency gain (loss) on intercompany loans
|
$
|
450
|
|
|
$
|
10,337
|
|
|
(95.6
|
)%
|
|
$
|
(1,861
|
)
|
|
$
|
2,991
|
|
|
(162.2
|
)%
|
Interest expense, net
|
$
|
(21,002
|
)
|
|
$
|
(15,973
|
)
|
|
31.5
|
%
|
|
$
|
(39,640
|
)
|
|
$
|
(31,147
|
)
|
|
27.3
|
%
|
(Provision) benefit from income taxes
|
$
|
(63,973
|
)
|
|
$
|
(3,594
|
)
|
|
1,680.0
|
%
|
|
$
|
(27,568
|
)
|
|
$
|
89,810
|
|
|
130.7
|
%
|
Effective tax rate (expense) benefit
|
(22.7
|
)%
|
|
(1.4
|
)%
|
|
21.3 pts
|
|
|
(20.4
|
)%
|
|
70.8
|
%
|
|
91.2 pts
|
|
|
Three Months Ended January 31,
|
|
Six Months Ended January 31,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Mountain Reported EBITDA
|
$
|
352,225
|
|
|
$
|
305,262
|
|
|
$
|
275,818
|
|
|
$
|
246,825
|
|
Lodging Reported EBITDA
|
5,757
|
|
|
3,668
|
|
|
9,653
|
|
|
8,023
|
|
||||
Resort Reported EBITDA
|
357,982
|
|
|
308,930
|
|
|
285,471
|
|
|
254,848
|
|
||||
Real Estate Reported EBITDA
|
(1,133
|
)
|
|
(558
|
)
|
|
(2,405
|
)
|
|
(1,613
|
)
|
||||
Total Reported EBITDA
|
356,849
|
|
|
308,372
|
|
|
283,066
|
|
|
253,235
|
|
||||
Depreciation and amortization
|
(55,238
|
)
|
|
(51,404
|
)
|
|
(106,281
|
)
|
|
(100,028
|
)
|
||||
Gain on disposal of fixed assets and other, net
|
1,097
|
|
|
538
|
|
|
478
|
|
|
1,105
|
|
||||
Change in estimated fair value of contingent consideration
|
(700
|
)
|
|
—
|
|
|
(1,900
|
)
|
|
—
|
|
||||
Investment income and other, net
|
507
|
|
|
397
|
|
|
970
|
|
|
780
|
|
||||
Foreign currency gain (loss) on intercompany loans
|
450
|
|
|
10,337
|
|
|
(1,861
|
)
|
|
2,991
|
|
||||
Interest expense, net
|
(21,002
|
)
|
|
(15,973
|
)
|
|
(39,640
|
)
|
|
(31,147
|
)
|
||||
Income before (provision) benefit from income taxes
|
281,963
|
|
|
252,267
|
|
|
134,832
|
|
|
126,936
|
|
||||
(Provision) benefit from income taxes
|
(63,973
|
)
|
|
(3,594
|
)
|
|
(27,568
|
)
|
|
89,810
|
|
||||
Net income
|
217,990
|
|
|
248,673
|
|
|
107,264
|
|
|
216,746
|
|
||||
Net income attributable to noncontrolling interests
|
(11,641
|
)
|
|
(12,982
|
)
|
|
(8,710
|
)
|
|
(9,440
|
)
|
||||
Net income attributable to Vail Resorts, Inc.
|
$
|
206,349
|
|
|
$
|
235,691
|
|
|
$
|
98,554
|
|
|
$
|
207,306
|
|
|
|
January 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Long-term debt, net
|
|
$
|
1,345,262
|
|
|
$
|
1,182,349
|
|
Long-term debt due within one year
|
|
48,493
|
|
|
38,433
|
|
||
Total debt
|
|
1,393,755
|
|
|
1,220,782
|
|
||
Less: cash and cash equivalents
|
|
158,561
|
|
|
235,460
|
|
||
Net Debt
|
|
$
|
1,235,194
|
|
|
$
|
985,322
|
|
|
Six Months Ended January 31,
|
||||||
|
2019
|
|
2018
|
||||
Net cash provided by operating activities
|
$
|
506,181
|
|
|
$
|
433,748
|
|
Net cash used in investing activities
|
$
|
(404,324
|
)
|
|
$
|
(81,765
|
)
|
Net cash used in financing activities
|
$
|
(105,011
|
)
|
|
$
|
(222,148
|
)
|
•
|
prolonged weakness in general economic conditions, including adverse effects on the overall travel and leisure related industries;
|
•
|
unfavorable weather conditions or the impact of natural disasters;
|
•
|
risks related to our reliance on information technology, including our failure to maintain the integrity of our customer or employee data;
|
•
|
risks related to cyber-attacks;
|
•
|
willingness of our guests to travel due to terrorism, the uncertainty of military conflicts or outbreaks of contagious diseases, and the cost and availability of travel options and changing consumer preferences;
|
•
|
the seasonality of our business combined with adverse events that occur during our peak operating periods;
|
•
|
competition in our mountain and lodging businesses;
|
•
|
the high fixed cost structure of our business;
|
•
|
our ability to fund resort capital expenditures;
|
•
|
risks related to a disruption in our water supply that would impact our snowmaking capabilities and operations;
|
•
|
our reliance on government permits or approvals for our use of public land or to make operational and capital improvements;
|
•
|
risks associated with obtaining governmental or third party approvals and the timing of closing for the pending acquisition of the Falls Creek and Hotham resorts;
|
•
|
risks related to federal, state, local and foreign government laws, rules and regulations;
|
•
|
risks related to changes in security and privacy laws and regulations which could increase our operating costs and adversely affect our ability to market our products and services effectively;
|
•
|
our ability to hire and retain a sufficient seasonal workforce;
|
•
|
risks related to our workforce, including increased labor costs;
|
•
|
loss of key personnel;
|
•
|
adverse consequences of current or future legal claims;
|
•
|
a deterioration in the quality or reputation of our brands, including our ability to protect our intellectual property and the risk of accidents at our mountain resorts;
|
•
|
our ability to successfully integrate acquired businesses, or that acquired businesses may fail to perform in accordance with expectations, including Okemo, Crested Butte, Stevens Pass, Mount Sunapee or future acquisitions;
|
•
|
our ability to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, with respect to acquired businesses;
|
•
|
risks associated with international operations;
|
•
|
fluctuations in foreign currency exchange rates where the Company has foreign currency exposure, primarily the Canadian and Australian dollars;
|
•
|
changes in accounting judgments and estimates, accounting principles, policies or guidelines or adverse determinations by taxing authorities;
|
•
|
risks associated with uncertainty of the impact of recently enacted tax reform legislation in the United States; and
|
•
|
a materially adverse change in our financial condition.
|
|
Six Months Ended January 31,
|
||||||
|
2019
|
|
2018
|
||||
Foreign currency translation adjustments, net of tax
|
$
|
(14,773
|
)
|
|
$
|
19,603
|
|
Foreign currency (loss) gain on intercompany loans
|
$
|
(1,861
|
)
|
|
$
|
2,991
|
|
Period
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)
|
|
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1)
|
|||||
November 1, 2018 - November 30, 2018
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
1,750,388
|
|
December 1, 2018 - December 31, 2018
|
155,111
|
|
|
$
|
225.64
|
|
|
155,111
|
|
|
1,595,277
|
|
January 1, 2019 - January 31, 2019
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
1,595,277
|
|
Total
|
155,111
|
|
|
$
|
225.64
|
|
|
155,111
|
|
|
1,595,277
|
|
(1)
|
The share repurchase program is conducted under authorizations made from time to time by our Board of Directors. The Board of Directors initially authorized the repurchase of up to 3,000,000 Vail Shares (March 9, 2006), and later authorized additional repurchases of up to 3,000,000 Vail Shares (July 16, 2008) and 1,500,000 Vail Shares (December 4, 2015), for a total authorization to repurchase up to 7,500,000 Vail Shares. As of January 31, 2019, 1,595,277 Vail Shares remained available to repurchase under the existing repurchase authorization. Repurchases under these authorizations may be made from time to time at prevailing prices as permitted by applicable laws, and subject to market conditions and other factors. These authorizations have no expiration date.
|
Exhibit
Number
|
Description
|
|
|
10.1
|
|
|
|
31.1
|
|
|
|
31.2
|
|
|
|
32
|
|
|
|
101
|
The following information from the Company’s Quarterly Report on Form 10-Q for the three and six months ended January 31, 2019 formatted in eXtensible Business Reporting Language: (i) Unaudited Consolidated Condensed Balance Sheets as of January 31, 2019, July 31, 2018 and January 31, 2018; (ii) Unaudited Consolidated Condensed Statements of Operations for the three and six months ended January 31, 2019 and 2018; (iii) Unaudited Consolidated Condensed Statements of Comprehensive Income for the three and six months ended January 31, 2019 and 2018; (iv) Unaudited Consolidated Condensed Statements of Stockholders’ Equity for the six months ended January 31, 2019 and 2018; (v) Unaudited Consolidated Condensed Statements of Cash Flows for the six months ended January 31, 2019 and 2018; and (vi) Notes to the Consolidated Condensed Financial Statements.
|
|
|
Vail Resorts, Inc.
|
|
|
|
Date: March 8, 2019
|
By:
|
/s/ Michael Z. Barkin
|
|
|
Michael Z. Barkin
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
Date: March 8, 2019
|
By:
|
/s/ Ryan H. Siurek
|
|
|
Ryan H. Siurek
|
|
|
Senior Vice President, Controller and
Chief Accounting Officer
|
|
|
(Principal Accounting Officer)
|
2.1
|
Definition of Maturity Date
|
2.2
|
Schedule 10
|
3.1
|
Representations and Warranties
|
(a)
|
no Default or Event of Default has occurred and is continuing or would exist after giving effect to the
amendments contemplated hereto;
|
(b)
|
it has all requisite corporate, partnership or other power and authority to enter into and perform its obligations under this Amendment;
|
(c)
|
the execution, delivery and performance of this Amendment has been duly authorized by all corporate, partnership or other analogous actions required and this Amendment has been duly executed and delivered by it, and constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms, subject only to any limitations under Laws relating to (i) bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally; and (ii) general equitable principles including the discretion that a court may exercise in granting of equitable remedies; and
|
(d)
|
the execution and delivery of this Amendment and the performance of its obligations hereunder and compliance with the terms, conditions and provisions hereof, will not
|
4.1
|
Confirmation of Security Documents
|
(a)
|
is and shall remain in full force and effect in all respects, notwithstanding the amendments and supplements to the Credit Agreement made pursuant to this Amendment, and has not been amended, terminated, discharged or released;
|
(b)
|
constitutes a legal, valid and binding obligation of the undersigned, enforceable against the undersigned in accordance with its terms; and
|
(c)
|
shall, together with that portion of the Security constituted thereby, continue to exist and apply to all of the Guaranteed Obligations and other obligations of the undersigned including, without limitation, any and all obligations, liabilities and indebtedness of the undersigned pursuant to Accommodations or otherwise outstanding under the Credit Agreement and the other Credit Documents to which it is a party.
|
4.2
|
Nature of Acknowledgements
|
4.3
|
Further Assurances
|
(a)
|
the Administrative Agent shall have received a copy of this Amendment duly executed by all parties hereto;
|
(b)
|
the Administrative Agent shall have received a copy of each of the Exiting Lender Assignments and Assumptions duly executed by all parties thereto;
|
(c)
|
the Administrative Agent shall have received, on behalf of the Continuing Lenders, payment in full from the Borrowers of all fees relating to the Amendment;
|
(d)
|
the Administrative Agent shall have received an officer’s certificate of Parent GP (i) attaching the written resolutions of the directors of Parent GP, dated on or about November 12, 2013, approving, among other things, the execution and delivery of the Credit Agreement and related documents and agreements by Parent GP and the Borrowers, and the performance by them of their respective obligations thereunder (the “
Resolutions
”), and (ii) confirming that the Resolutions remain in full force and effect, unamended to the date hereof;
|
(e)
|
no Default or Event of Default shall have occurred and be continuing; and
|
(f)
|
all representations and warranties set out in the Credit Documents and this Amendment shall be true and correct as if made on and as of the date hereof except for those changes to the representations and warranties which have been disclosed to and accepted by the Administrative Agent and the Lenders pursuant to section 18.01 of the Credit Agreement and any representation and warranty which is stated to be made only as of a certain date (and then as of such date).
|
6.1
|
Benefits
|
6.2
|
References to the Credit Agreement
|
6.3
|
Governing Law
|
6.4
|
Credit Document
|
6.5
|
Limited Effect
|
6.6
|
Counterparts
|
|
|
WHISTLER MOUNTAIN RESORT LIMITED PARTNERSHIP
, by its general partner,
WHISTLER BLACKCOMB HOLDINGS INC.
, as Borrower
|
|
By:
|
/s/ Michael Z. Barkin
|
||
|
Name: Michael Z. Barkin
Title: Executive Vice President and Chief Financial Officer
|
||
|
|
||
|
|
||
|
|
BLACKCOMB SKIING ENTERPRISES LIMITED PARTNERSHIP
, by its general partner,
WHISTLER BLACKCOMB HOLDINGS INC.
, as Borrower
|
|
By:
|
/s/ Michael Z. Barkin
|
||
|
Name: Michael Z. Barkin
Title: Executive Vice President and Chief Financial Officer
|
||
|
|
||
|
|
|
|
THE TORONTO-DOMINION BANK
, as Administrative Agent
|
|
By:
|
/s/ Feroz Haq
|
||
|
Feroz Haq
|
||
|
Director, Loan Syndications - Agency
|
|
|
THE TORONTO-DOMINION BANK
, as Lender
|
|
By:
|
/s/ Rahim Kabani
|
||
|
Rahim Kabani
|
||
|
Managing Director
|
||
By:
|
/s/ Ben Montgomery
|
||
|
Ben Montgomery
|
||
|
|
|
Director
|
|
|
|
|
|
|
BANK OF AMERICA, N.A., CANADA BRANCH
, as Lender
|
|
By:
|
/s/ David Rafferty
|
||
|
David Rafferty
|
||
|
Vice President
|
||
|
|
|
|
|
|
BANK OF MONTREAL
, as Lender
|
|
By:
|
/s/ Tony Chong
|
||
|
Tony Chong
|
||
|
Director - Corporate Finance Division
|
||
By:
|
/s/ Doug Mills
|
||
|
Doug Mills
|
||
|
|
|
Managing Director - Corporate Finance Division
|
|
|
|
|
|
|
WELLS FARGO BANK, N.A., CANADIAN BRANCH
, as Lender
|
|
By:
|
/s/ Chris Sheppard
|
||
|
Chris Sheppard
|
||
|
Senior Vice President
|
||
By:
|
/s/ John Davis
|
||
|
John Davis
|
||
|
|
|
Senior Vice-President
Regional Manager
|
|
|
|
|
|
|
ROYAL BANK OF CANADA
, as Lender
|
|
By:
|
/s/ Andra Bosneaga
|
||
|
Andra Bosneaga
|
||
|
Vice-President
|
|
|
CANADIAN IMPERIAL BANK OF COMMERCE
, as Lender
|
|
By:
|
/s/ Zee Noorani
|
||
|
Zee Noorani
|
||
By:
|
/s/ Thomas MacGregor
|
||
|
Thomas MacGregor
|
||
|
|
|
|
|
|
FÉDÉRATION DES CAISSES DESJARDINS DU QUÉBEC
, as Lender
|
|
By:
|
/s/ Oliver Sumugod
|
||
|
Oliver Sumugod
|
||
|
Director
|
||
By:
|
/s/ Matt van Remmen
|
||
|
Matt van Remmen
|
||
|
|
|
Managing Director
|
|
|
|
|
|
|
HSBC BANK CANADA
, as Lender
|
|
By:
|
/s/ Todd Patchell
|
||
|
Todd Patchell
|
||
|
Vice President
|
||
By:
|
/s/ Reid Hamilton
|
||
|
Reid Hamilton
|
||
|
|
|
Assistant Vice President - Corporate Banking
|
|
|
WHISTLER MOUNTAIN RESORT LIMITED PARTNERSHIP
, by its general partner,
WHISTLER BLACKCOMB HOLDINGS INC.
, as Guarantor
|
|
By:
|
/s/ Michael Z. Barkin
|
||
|
Name: Michael Z. Barkin
Title: Executive Vice President and Chief Financial Officer
|
||
|
|
|
|
BLACKCOMB SKIING ENTERPRISES LIMITED PARTNERSHIP
, by its general partner,
WHISTLER BLACKCOMB HOLDINGS INC.
, as Guarantor
|
|
By:
|
/s/ Michael Z. Barkin
|
||
|
Name: Michael Z. Barkin
Title: Executive Vice President and Chief Financial Officer
|
||
|
|
|
|
WHISTLER BLACKCOMB HOLDINGS INC.
, as Guarantor
|
|
By:
|
/s/ Michael Z. Barkin
|
||
|
Name: Michael Z. Barkin
Title: Executive Vice President and Chief Financial Officer
|
||
|
|
|
|
WHISTLER & BLACKCOMB MOUNTAIN RESORTS LIMITED
, as Guarantor
|
|
By:
|
/s/ Michael Z. Barkin
|
||
|
Name: Michael Z. Barkin
Title: Executive Vice President and Chief Financial Officer
|
||
|
|
|
|
PEAK TO CREEK LODGING COMPANY LTD.
, as Guarantor
|
|
By:
|
/s/ Michael Z. Barkin
|
||
|
Name: Michael Z. Barkin
Title: Executive Vice President and Chief Financial Officer
|
||
|
|
||
|
|
|
|
BLACKCOMB MOUNTAIN DEVELOPMENT LTD.
, as Guarantor
|
|
By:
|
/s/ Michael Z. Barkin
|
||
|
Name: Michael Z. Barkin
Title: Executive Vice President and Chief Financial Officer
|
||
|
|
|
|
GARIBALDI LIFTS LTD.
, as Guarantor
|
|
By:
|
/s/ Michael Z. Barkin
|
||
|
Name: Michael Z. Barkin
Title: Executive Vice President and Chief Financial Officer
|
||
|
|
|
|
WHISTLER BLACKCOMB EMPLOYMENT CORP.
, as Guarantor
|
|
By:
|
/s/ Michael Z. Barkin
|
||
|
Name: Michael Z. Barkin
Title: Executive Vice President and Chief Financial Officer
|
||
|
|
|
|
WHISTLER/BLACKCOMB MOUNTAIN EMPLOYEE HOUSING LTD.
, as Guarantor
|
|
By:
|
/s/ Michael Z. Barkin
|
||
|
Name: Michael Z. Barkin
Title: Executive Vice President and Chief Financial Officer
|
||
|
|
|
|
WHISTLER SKI SCHOOL LTD.
, as Guarantor
|
|
By:
|
/s/ Michael Z. Barkin
|
||
|
Name: Michael Z. Barkin
Title: Executive Vice President and Chief Financial Officer
|
||
|
|
|
|
CRANKWORX EVENTS INC.
, as Guarantor
|
|
By:
|
/s/ Michael Z. Barkin
|
||
|
Name: Michael Z. Barkin
Title: Executive Vice President and Chief Financial Officer
|
||
|
|
|
|
WHISTLER HELI-SKIING LTD.
, as Guarantor
|
|
By:
|
/s/ Michael Z. Barkin
|
||
|
Name: Michael Z. Barkin
Title: Executive Vice President and Chief Financial Officer
|
||
|
|
||
|
|
|
|
PEAK TO CREEK HOLDINGS CORP.
, as Guarantor
|
|
By:
|
/s/ Michael Z. Barkin
|
||
|
Name: Michael Z. Barkin
Title: Executive Vice President and Chief Financial Officer
|
||
|
|
|
|
WB LAND INC.
, as Guarantor
|
|
By:
|
/s/ Michael Z. Barkin
|
||
|
Name: Michael Z. Barkin
Title: Executive Vice President and Chief Financial Officer
|
||
|
|
|
|
WHISTLER BLACKCOMB GENERAL PARTNER LTD.
, as Guarantor
|
|
By:
|
/s/ Michael Z. Barkin
|
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Name: Michael Z. Barkin
Title: Executive Vice President and Chief Financial Officer
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WB/T DEVELOPMENT LTD.
, as Guarantor
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By:
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/s/ Michael Z. Barkin
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Name: Michael Z. Barkin
Title: Executive Vice President and Chief Financial Officer
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BLACKCOMB SKIING ENTERPRISES LTD.
, as Guarantor
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By:
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/s/ Michael Z. Barkin
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Name: Michael Z. Barkin
Title: Executive Vice President and Chief Financial Officer
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AFFINITY SNOWSPORTS INC.
, as Guarantor
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By:
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/s/ Michael Z. Barkin
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Name: Michael Z. Barkin
Title: Executive Vice President and Chief Financial Officer
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WHISTLER ALPINE CLUB INC.
, as Guarantor
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By:
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/s/ Michael Z. Barkin
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Name: Michael Z. Barkin
Title: Executive Vice President and Chief Financial Officer
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WB LAND (CREEKSIDE SNOW SCHOOL) INC.
, as Guarantor
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By:
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/s/ Michael Z. Barkin
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Name: Michael Z. Barkin
Title: Executive Vice President and Chief Financial Officer
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1016563 B.C. LTD.
, as Guarantor
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By:
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/s/ Michael Z. Barkin
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Name: Michael Z. Barkin
Title: Executive Vice President and Chief Financial Officer
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SUMMIT SKI LIMITED
, as Guarantor
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By:
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/s/ Michael Z. Barkin
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Name: Michael Z. Barkin
Title: Executive Vice President and Chief Financial Officer
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Lender
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Address
|
Commitment ($)
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The Toronto-Dominion Bank
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700 West Georgia Street
Suite 1700 Vancouver, BC V7Y 1B6 |
50,000,000
1
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Bank of America, N.A., Canada Branch
|
181 Bay Street, Suite 400, Toronto, ON M5J 2V8
|
40,000,000
|
Bank of Montreal
|
885 West Georgia Street, Suite 1700, Vancouver, BC V6C 3E8
|
40,000,000
|
Wells Fargo Bank, N.A., Canadian Branch
|
330 - 200 Burrard Street, Vancouver, BC V6C 3L6
|
40,000,000
|
Royal Bank of Canada
|
Suite 2100, 666 Burrard Street, Vancouver, BC V6C 3B1
|
40,000,000
|
Canadian Imperial Bank of Commerce
|
161 Bay Street, 8th Floor, Toronto, ON M5J 2S8
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30,000,000
2
|
Fédération des caisses Desjardins du Québec
|
110 - 9th Avenue SW, Suite 410, Calgary, AB T2P 0T1
|
30,000,000
|
HSBC Bank Canada
|
Suite 200 - 885 West Georgia Street, Vancouver, BC V6C 3G1
|
30,000,000
|
TOTAL
|
|
300,000,000
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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.
|
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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a)
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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;
|
|
c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
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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: March 8, 2019
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|
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/s/ ROBERT A. KATZ
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Robert A. Katz
|
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Chief Executive Officer
|
1.
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I have reviewed this quarterly report on Form 10-Q of Vail Resorts, Inc.;
|
|
2.
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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;
|
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
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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: March 8, 2019
|
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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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Date: March 8, 2019
|
|
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/s/ ROBERT A. KATZ
|
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Robert A. Katz
|
|
Chief Executive Officer
|
Date: March 8, 2019
|
|
|
/s/ MICHAEL Z. BARKIN
|
|
Michael Z. Barkin
|
|
Executive Vice President and Chief Financial Officer
|