☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
51-0291762
|
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
|
|
390 Interlocken Crescent
|
|
|
|
Broomfield,
|
Colorado
|
|
80021
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
(303)
|
404-1800
|
(Registrant’s telephone number, including area code)
|
Title of each class
|
Trading Symbol
|
Name of each exchange on which registered
|
Common Stock, $0.01 par value
|
MTN
|
New York Stock Exchange
|
Large accelerated filer
|
|
☒
|
|
Accelerated filer
|
|
☐
|
|
|
|
|
|||
Non-accelerated filer
|
|
☐
|
|
Smaller reporting company
|
|
☐
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|
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|
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|
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|
|
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Emerging growth company
|
|
☐
|
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PART I
|
FINANCIAL INFORMATION
|
Page
|
|
|
|
Item 1.
|
Financial Statements (unaudited).
|
|
|
||
|
||
|
||
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||
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||
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Item 2.
|
||
Item 3.
|
||
Item 4.
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||
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PART II
|
OTHER INFORMATION
|
|
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 5.
|
||
Item 6.
|
|
|
October 31, 2019
|
|
July 31, 2019
|
|
October 31, 2018
|
||||||
Assets
|
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
136,326
|
|
|
$
|
108,850
|
|
|
$
|
141,031
|
|
Restricted cash
|
|
14,027
|
|
|
9,539
|
|
|
12,005
|
|
|||
Trade receivables, net
|
|
87,301
|
|
|
270,896
|
|
|
74,240
|
|
|||
Inventories, net
|
|
127,859
|
|
|
96,539
|
|
|
114,984
|
|
|||
Other current assets
|
|
62,821
|
|
|
42,116
|
|
|
50,752
|
|
|||
Total current assets
|
|
428,334
|
|
|
527,940
|
|
|
393,012
|
|
|||
Property, plant and equipment, net (Note 8)
|
|
2,280,089
|
|
|
1,842,500
|
|
|
1,825,982
|
|
|||
Real estate held for sale and investment
|
|
96,938
|
|
|
101,021
|
|
|
101,743
|
|
|||
Goodwill, net (Note 8)
|
|
1,757,463
|
|
|
1,608,206
|
|
|
1,543,941
|
|
|||
Intangible assets, net
|
|
324,178
|
|
|
306,173
|
|
|
307,268
|
|
|||
Operating right-of-use assets (Note 4)
|
|
229,709
|
|
|
—
|
|
|
—
|
|
|||
Other assets
|
|
41,036
|
|
|
40,237
|
|
|
43,976
|
|
|||
Total assets
|
|
$
|
5,157,747
|
|
|
$
|
4,426,077
|
|
|
$
|
4,215,922
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
|
||||||
Accounts payable and accrued liabilities (Note 8)
|
|
$
|
856,934
|
|
|
$
|
607,857
|
|
|
$
|
703,633
|
|
Income taxes payable
|
|
50,759
|
|
|
62,760
|
|
|
38,303
|
|
|||
Long-term debt due within one year (Note 6)
|
|
63,807
|
|
|
48,516
|
|
|
48,482
|
|
|||
Total current liabilities
|
|
971,500
|
|
|
719,133
|
|
|
790,418
|
|
|||
Long-term debt, net (Note 6)
|
|
2,005,057
|
|
|
1,527,744
|
|
|
1,486,968
|
|
|||
Operating lease liabilities (Note 4)
|
|
231,182
|
|
|
—
|
|
|
—
|
|
|||
Other long-term liabilities (Note 8)
|
|
238,964
|
|
|
283,601
|
|
|
273,566
|
|
|||
Deferred income taxes, net
|
|
188,608
|
|
|
168,759
|
|
|
115,169
|
|
|||
Total liabilities
|
|
3,635,311
|
|
|
2,699,237
|
|
|
2,666,121
|
|
|||
Commitments and contingencies (Note 10)
|
|
|
|
|
|
|
|
|
|
|||
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, 46,257, 46,190 and 46,097 shares issued, respectively
|
|
462
|
|
|
461
|
|
|
461
|
|
|||
Exchangeable shares, $0.01 par value, 55, 56 and 57 shares issued and outstanding, respectively (Note 5)
|
|
1
|
|
|
1
|
|
|
1
|
|
|||
Additional paid-in capital
|
|
1,126,492
|
|
|
1,130,083
|
|
|
1,130,855
|
|
|||
Accumulated other comprehensive loss
|
|
(27,269
|
)
|
|
(31,730
|
)
|
|
(20,596
|
)
|
|||
Retained earnings
|
|
582,235
|
|
|
759,801
|
|
|
551,863
|
|
|||
Treasury stock, at cost, 6,000, 5,905, and 5,750 shares, respectively (Note 12)
|
|
(379,433
|
)
|
|
(357,989
|
)
|
|
(322,989
|
)
|
|||
Total Vail Resorts, Inc. stockholders’ equity
|
|
1,302,488
|
|
|
1,500,627
|
|
|
1,339,595
|
|
|||
Noncontrolling interests
|
|
219,948
|
|
|
226,213
|
|
|
210,206
|
|
|||
Total stockholders’ equity
|
|
1,522,436
|
|
|
1,726,840
|
|
|
1,549,801
|
|
|||
Total liabilities and stockholders’ equity
|
|
$
|
5,157,747
|
|
|
$
|
4,426,077
|
|
|
$
|
4,215,922
|
|
|
Three Months Ended October 31,
|
||||||
|
2019
|
|
2018
|
||||
Net revenue:
|
|
|
|
||||
Mountain and Lodging services and other
|
$
|
180,031
|
|
|
$
|
144,022
|
|
Mountain and Lodging retail and dining
|
83,559
|
|
|
75,884
|
|
||
Resort net revenue
|
263,590
|
|
|
219,906
|
|
||
Real Estate
|
4,180
|
|
|
98
|
|
||
Total net revenue
|
267,770
|
|
|
220,004
|
|
||
Operating expense (exclusive of depreciation and amortization shown separately below):
|
|
|
|
||||
Mountain and Lodging operating expense
|
228,710
|
|
|
194,112
|
|
||
Mountain and Lodging retail and dining cost of products sold
|
37,735
|
|
|
34,876
|
|
||
General and administrative
|
75,055
|
|
|
64,379
|
|
||
Resort operating expense
|
341,500
|
|
|
293,367
|
|
||
Real Estate operating expense
|
5,293
|
|
|
1,370
|
|
||
Total segment operating expense
|
346,793
|
|
|
294,737
|
|
||
Other operating (expense) income:
|
|
|
|
||||
Depreciation and amortization
|
(57,845
|
)
|
|
(51,043
|
)
|
||
Gain on sale of real property
|
207
|
|
|
—
|
|
||
Change in estimated fair value of contingent consideration (Note 9)
|
(1,136
|
)
|
|
(1,200
|
)
|
||
Gain (loss) on disposal of fixed assets and other, net
|
2,267
|
|
|
(619
|
)
|
||
Loss from operations
|
(135,530
|
)
|
|
(127,595
|
)
|
||
Mountain equity investment income, net
|
1,191
|
|
|
950
|
|
||
Investment income and other, net
|
277
|
|
|
463
|
|
||
Foreign currency gain (loss) on intercompany loans (Note 6)
|
360
|
|
|
(2,311
|
)
|
||
Interest expense, net
|
(22,690
|
)
|
|
(18,638
|
)
|
||
Loss before benefit from income taxes
|
(156,392
|
)
|
|
(147,131
|
)
|
||
Benefit from income taxes
|
46,563
|
|
|
36,405
|
|
||
Net loss
|
(109,829
|
)
|
|
(110,726
|
)
|
||
Net loss attributable to noncontrolling interests
|
3,354
|
|
|
2,931
|
|
||
Net loss attributable to Vail Resorts, Inc.
|
$
|
(106,475
|
)
|
|
$
|
(107,795
|
)
|
Per share amounts (Note 5):
|
|
|
|
||||
Basic net loss per share attributable to Vail Resorts, Inc.
|
$
|
(2.64
|
)
|
|
$
|
(2.66
|
)
|
Diluted net loss per share attributable to Vail Resorts, Inc.
|
$
|
(2.64
|
)
|
|
$
|
(2.66
|
)
|
Cash dividends declared per share
|
$
|
1.76
|
|
|
$
|
1.47
|
|
|
|
Three Months Ended
October 31, |
||||||
|
|
2019
|
|
2018
|
||||
Net loss
|
|
$
|
(109,829
|
)
|
|
$
|
(110,726
|
)
|
Foreign currency translation adjustments and other, net of tax
|
|
5,323
|
|
|
(22,636
|
)
|
||
Comprehensive loss
|
|
(104,506
|
)
|
|
(133,362
|
)
|
||
Comprehensive loss attributable to noncontrolling interests
|
|
2,492
|
|
|
7,198
|
|
||
Comprehensive loss attributable to Vail Resorts, Inc.
|
|
$
|
(102,014
|
)
|
|
$
|
(126,164
|
)
|
|
Common Stock
|
Additional Paid in Capital
|
Accumulated Other Comprehensive Loss
|
Retained Earnings
|
Treasury Stock
|
Total Vail Resorts, Inc. Stockholders’ Equity
|
Noncontrolling Interests
|
Total Stockholders’ Equity
|
|||||||||||||||||||
|
Vail Resorts
|
Exchangeable
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance, July 31, 2018
|
$
|
460
|
|
$
|
1
|
|
$
|
1,137,467
|
|
$
|
(2,227
|
)
|
$
|
726,722
|
|
$
|
(272,989
|
)
|
$
|
1,589,434
|
|
$
|
222,229
|
|
$
|
1,811,663
|
|
Comprehensive loss:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net loss
|
—
|
|
—
|
|
—
|
|
—
|
|
(107,795
|
)
|
—
|
|
(107,795
|
)
|
(2,931
|
)
|
(110,726
|
)
|
|||||||||
Foreign currency translation adjustments, net of tax
|
—
|
|
—
|
|
—
|
|
(18,369
|
)
|
—
|
|
—
|
|
(18,369
|
)
|
(4,267
|
)
|
(22,636
|
)
|
|||||||||
Total comprehensive loss
|
|
|
|
|
|
|
(126,164
|
)
|
(7,198
|
)
|
(133,362
|
)
|
|||||||||||||||
Stock-based compensation expense
|
—
|
|
—
|
|
4,753
|
|
—
|
|
—
|
|
—
|
|
4,753
|
|
—
|
|
4,753
|
|
|||||||||
Cumulative effect for adoption of revenue standard
|
—
|
|
—
|
|
—
|
|
—
|
|
(7,517
|
)
|
—
|
|
(7,517
|
)
|
—
|
|
(7,517
|
)
|
|||||||||
Issuance of shares under share award plans, net of shares withheld for employee taxes
|
1
|
|
—
|
|
(11,365
|
)
|
—
|
|
—
|
|
—
|
|
(11,364
|
)
|
—
|
|
(11,364
|
)
|
|||||||||
Repurchase of common stock (Note 12)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(50,000
|
)
|
(50,000
|
)
|
—
|
|
(50,000
|
)
|
|||||||||
Dividends (Note 5)
|
—
|
|
—
|
|
—
|
|
—
|
|
(59,547
|
)
|
—
|
|
(59,547
|
)
|
—
|
|
(59,547
|
)
|
|||||||||
Distributions to noncontrolling interests, net
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(4,825
|
)
|
(4,825
|
)
|
|||||||||
Balance, October 31, 2018
|
$
|
461
|
|
$
|
1
|
|
$
|
1,130,855
|
|
$
|
(20,596
|
)
|
$
|
551,863
|
|
$
|
(322,989
|
)
|
$
|
1,339,595
|
|
$
|
210,206
|
|
$
|
1,549,801
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance, July 31, 2019
|
$
|
461
|
|
$
|
1
|
|
$
|
1,130,083
|
|
$
|
(31,730
|
)
|
$
|
759,801
|
|
$
|
(357,989
|
)
|
$
|
1,500,627
|
|
$
|
226,213
|
|
$
|
1,726,840
|
|
Comprehensive loss:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net loss
|
—
|
|
—
|
|
—
|
|
—
|
|
(106,475
|
)
|
—
|
|
(106,475
|
)
|
(3,354
|
)
|
(109,829
|
)
|
|||||||||
Foreign currency translation adjustments and other, net of tax
|
—
|
|
—
|
|
|
4,461
|
|
—
|
|
—
|
|
4,461
|
|
862
|
|
5,323
|
|
||||||||||
Total comprehensive loss
|
|
|
|
|
|
|
(102,014
|
)
|
(2,492
|
)
|
(104,506
|
)
|
|||||||||||||||
Stock-based compensation expense
|
—
|
|
—
|
|
5,251
|
|
—
|
|
—
|
|
—
|
|
5,251
|
|
—
|
|
5,251
|
|
|||||||||
Issuance of shares under share award plans, net of shares withheld for employee taxes
|
1
|
|
—
|
|
(8,842
|
)
|
—
|
|
—
|
|
—
|
|
(8,841
|
)
|
—
|
|
(8,841
|
)
|
|||||||||
Repurchase of common stock (Note 12)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(21,444
|
)
|
(21,444
|
)
|
—
|
|
(21,444
|
)
|
|||||||||
Dividends (Note 5)
|
—
|
|
—
|
|
—
|
|
—
|
|
(71,091
|
)
|
—
|
|
(71,091
|
)
|
—
|
|
(71,091
|
)
|
|||||||||
Distributions to noncontrolling interests, net
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(3,773
|
)
|
(3,773
|
)
|
|||||||||
Balance, October 31, 2019
|
$
|
462
|
|
$
|
1
|
|
$
|
1,126,492
|
|
$
|
(27,269
|
)
|
$
|
582,235
|
|
$
|
(379,433
|
)
|
$
|
1,302,488
|
|
$
|
219,948
|
|
$
|
1,522,436
|
|
|
|
|
Three Months Ended October 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net loss
|
|
$
|
(109,829
|
)
|
|
$
|
(110,726
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
57,845
|
|
|
51,043
|
|
||
Stock-based compensation expense
|
|
5,251
|
|
|
4,753
|
|
||
Deferred income taxes, net
|
|
(43,979
|
)
|
|
(31,823
|
)
|
||
Other non-cash (income) expense, net
|
|
(797
|
)
|
|
1,280
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
||||
Trade receivables, net
|
|
184,821
|
|
|
157,759
|
|
||
Inventories, net
|
|
(27,967
|
)
|
|
(26,011
|
)
|
||
Accounts payable and accrued liabilities
|
|
(26,505
|
)
|
|
(14,599
|
)
|
||
Deferred revenue
|
|
194,597
|
|
|
167,727
|
|
||
Income taxes payable - excess tax benefit from share award exercises
|
|
(2,535
|
)
|
|
(4,582
|
)
|
||
Income taxes payable - other
|
|
(9,405
|
)
|
|
(7,421
|
)
|
||
Other assets and liabilities, net
|
|
(12,158
|
)
|
|
(10,319
|
)
|
||
Net cash provided by operating activities
|
|
209,339
|
|
|
177,081
|
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Capital expenditures
|
|
(52,621
|
)
|
|
(47,881
|
)
|
||
Acquisition of businesses, net of cash acquired
|
|
(327,581
|
)
|
|
(292,878
|
)
|
||
Other investing activities, net
|
|
3,448
|
|
|
96
|
|
||
Net cash used in investing activities
|
|
(376,754
|
)
|
|
(340,663
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Proceeds from borrowings under Vail Holdings Credit Agreement
|
|
492,625
|
|
|
335,625
|
|
||
Proceeds from borrowings under Whistler Credit Agreement
|
|
—
|
|
|
7,667
|
|
||
Repayments of borrowings under Vail Holdings Credit Agreement
|
|
(175,000
|
)
|
|
(80,000
|
)
|
||
Repayments of borrowings under Whistler Credit Agreement
|
|
(7,529
|
)
|
|
—
|
|
||
Employee taxes paid for share award exercises
|
|
(8,842
|
)
|
|
(11,364
|
)
|
||
Dividends paid
|
|
(71,091
|
)
|
|
(59,547
|
)
|
||
Repurchases of common stock
|
|
(21,444
|
)
|
|
(50,000
|
)
|
||
Other financing activities, net
|
|
(10,279
|
)
|
|
(6,486
|
)
|
||
Net cash provided by financing activities
|
|
198,440
|
|
|
135,895
|
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
|
939
|
|
|
(4,317
|
)
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
|
31,964
|
|
|
(32,004
|
)
|
||
Cash, cash equivalents and restricted cash:
|
|
|
|
|
||||
Beginning of period
|
|
118,389
|
|
|
185,040
|
|
||
End of period
|
|
$
|
150,353
|
|
|
$
|
153,036
|
|
Non-cash investing activities:
|
|
|
|
|
||||
Accrued capital expenditures
|
|
$
|
32,038
|
|
|
$
|
33,051
|
|
1.
|
Organization and Business
|
|
|
Three Months Ended October 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Mountain net revenue:
|
|
|
|
|
||||
Lift
|
|
$
|
41,829
|
|
|
$
|
24,685
|
|
Ski School
|
|
8,534
|
|
|
4,272
|
|
||
Dining
|
|
21,629
|
|
|
18,292
|
|
||
Retail/Rental
|
|
47,915
|
|
|
43,342
|
|
||
Other
|
|
60,925
|
|
|
54,415
|
|
||
Total Mountain net revenue
|
|
$
|
180,832
|
|
|
$
|
145,006
|
|
Lodging net revenue:
|
|
|
|
|
||||
Owned hotel rooms
|
|
$
|
19,946
|
|
|
$
|
19,599
|
|
Managed condominium rooms
|
|
14,740
|
|
|
11,118
|
|
||
Dining
|
|
18,143
|
|
|
16,129
|
|
||
Transportation
|
|
2,351
|
|
|
2,474
|
|
||
Golf
|
|
10,221
|
|
|
9,150
|
|
||
Other
|
|
14,166
|
|
|
12,777
|
|
||
|
|
79,567
|
|
|
71,247
|
|
||
Payroll cost reimbursements
|
|
3,191
|
|
|
3,653
|
|
||
Total Lodging net revenue
|
|
$
|
82,758
|
|
|
$
|
74,900
|
|
Total Resort net revenue
|
|
$
|
263,590
|
|
|
$
|
219,906
|
|
Total Real Estate net revenue
|
|
4,180
|
|
|
98
|
|
||
Total net revenue
|
|
$
|
267,770
|
|
|
$
|
220,004
|
|
|
|
Three Months Ended
October 31, 2019
|
||
Finance leases:
|
|
|
||
Amortization of the finance ROU assets
|
|
$
|
2,438
|
|
Interest on lease liabilities
|
|
$
|
8,509
|
|
Operating leases:
|
|
|
||
Operating lease expense
|
|
$
|
10,037
|
|
Short-term lease expense1
|
|
$
|
2,353
|
|
Variable lease expense
|
|
$
|
843
|
|
|
|
Three Months Ended
October 31, 2019
|
||
Cash flow supplemental information:
|
|
|
||
Operating cash outflows for operating leases
|
|
$
|
11,218
|
|
Operating cash outflows for finance leases
|
|
$
|
1,049
|
|
Financing cash outflows for finance leases
|
|
$
|
5,387
|
|
|
|
As of October 31, 2019
|
|
Weighted-average remaining lease term (in years)
|
|
|
|
Operating leases
|
|
10.9
|
|
Finance leases
|
|
43.6
|
|
Weighted-average discount rate
|
|
|
|
Operating leases
|
|
4.5
|
%
|
Finance leases
|
|
10.0
|
%
|
|
Operating Leases
|
|
Finance Leases
|
||||
2020 (November 2019 through July 2020)
|
$
|
38,383
|
|
|
$
|
21,190
|
|
2021
|
44,188
|
|
|
28,818
|
|
||
2022
|
41,256
|
|
|
29,394
|
|
||
2023
|
36,656
|
|
|
29,982
|
|
||
2024
|
32,899
|
|
|
30,582
|
|
||
Thereafter
|
165,267
|
|
|
1,805,047
|
|
||
Total future minimum lease payments
|
358,649
|
|
|
1,945,013
|
|
||
Less amount representing interest
|
(92,331
|
)
|
|
(1,603,309
|
)
|
||
Total lease liabilities
|
$
|
266,318
|
|
|
$
|
341,704
|
|
|
Operating Leases
|
|
Capital Leases
|
||||
2020
|
$
|
44,984
|
|
|
$
|
28,253
|
|
2021
|
42,512
|
|
|
28,818
|
|
||
2022
|
39,440
|
|
|
29,394
|
|
||
2023
|
34,840
|
|
|
29,982
|
|
||
2024
|
30,836
|
|
|
30,582
|
|
||
Thereafter
|
142,526
|
|
|
1,805,048
|
|
||
Total future minimum lease payments
|
$
|
335,138
|
|
|
$
|
1,952,077
|
|
Less amount representing interest
|
|
|
(1,611,816
|
)
|
|||
Net future minimum lease payments
|
|
|
$
|
340,261
|
|
5.
|
Net Loss per Share
|
|
|
Three Months Ended October 31,
|
||||||||||||||
|
|
2019
|
|
2018
|
||||||||||||
|
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||
Net loss per share:
|
|
|
|
|
|
|
|
|
||||||||
Net loss attributable to Vail Resorts
|
|
$
|
(106,475
|
)
|
|
$
|
(106,475
|
)
|
|
$
|
(107,795
|
)
|
|
$
|
(107,795
|
)
|
Weighted-average Vail Shares outstanding
|
|
40,286
|
|
|
40,286
|
|
|
40,447
|
|
|
40,447
|
|
||||
Weighted-average Exchangeco Shares outstanding
|
|
56
|
|
|
56
|
|
|
58
|
|
|
58
|
|
||||
Total Weighted-average shares outstanding
|
|
40,342
|
|
|
40,342
|
|
|
40,505
|
|
|
40,505
|
|
||||
Effect of dilutive securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total shares
|
|
40,342
|
|
|
40,342
|
|
|
40,505
|
|
|
40,505
|
|
||||
Net loss per share attributable to Vail Resorts
|
|
$
|
(2.64
|
)
|
|
$
|
(2.64
|
)
|
|
$
|
(2.66
|
)
|
|
$
|
(2.66
|
)
|
|
|
Maturity
|
|
October 31, 2019
|
|
July 31, 2019
|
|
October 31, 2018
|
||||||
Vail Holdings Credit Agreement term loan (a)
|
|
2024
|
|
$
|
1,250,000
|
|
|
$
|
914,375
|
|
|
$
|
950,000
|
|
Vail Holdings Credit Agreement revolver (a)
|
|
2024
|
|
190,000
|
|
|
208,000
|
|
|
120,000
|
|
|||
Whistler Credit Agreement revolver (b)
|
|
2023
|
|
37,962
|
|
|
45,454
|
|
|
72,170
|
|
|||
EPR Secured Notes (c)
|
|
2034-2036
|
|
114,162
|
|
|
—
|
|
|
—
|
|
|||
EB-5 Development Notes (d)
|
|
2021
|
|
52,000
|
|
|
—
|
|
|
—
|
|
|||
Employee housing bonds
|
|
2027-2039
|
|
52,575
|
|
|
52,575
|
|
|
52,575
|
|
|||
Canyons obligation
|
|
2063
|
|
341,704
|
|
|
340,261
|
|
|
335,947
|
|
|||
Other
|
|
2020-2032
|
|
19,583
|
|
|
19,465
|
|
|
8,821
|
|
|||
Total debt
|
|
|
|
2,057,986
|
|
|
1,580,130
|
|
|
1,539,513
|
|
|||
Less: Unamortized premiums, discounts and debt issuance costs
|
|
|
|
(10,878
|
)
|
|
3,870
|
|
|
4,063
|
|
|||
Less: Current maturities (e)
|
|
|
|
63,807
|
|
|
48,516
|
|
|
48,482
|
|
|||
Long-term debt, net
|
|
|
|
$
|
2,005,057
|
|
|
$
|
1,527,744
|
|
|
$
|
1,486,968
|
|
(a)
|
On September 23, 2019, in order to fund the acquisition of Peak Resorts, Inc. (“Peak Resorts”), which included the prepayment of certain portions of the outstanding debt and lease obligations of Peak Resorts contemporaneous with the closing of the transaction (see Note 7, Acquisitions), the Company’s wholly-owned subsidiary, Vail Holdings, Inc. (“VHI”), entered into the Second Amendment to 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 those lenders agreed to provide an additional $335.6 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
|
(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. As of October 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 3.76% as of October 31, 2019). The Whistler Credit Agreement also includes a quarterly unused commitment fee based on the Consolidated Total Leverage Ratio, which as of October 31, 2019 is equal to 0.3937% per annum.
|
(c)
|
On September 24, 2019, in conjunction with the acquisition of Peak Resorts (see Note 7, Acquisitions), the Company assumed various secured borrowings (the “EPR Secured Notes”) under the master credit and security agreements and other related agreements, as amended, (collectively, the “EPR Agreements”) with EPT Ski Properties, Inc. and its affiliates (“EPR”). The EPR Secured Notes include the following:
|
i.
|
The Alpine Valley Secured Note. The $4.6 million Alpine Valley Secured Note provides for interest payments through its maturity on December 1, 2034. As of October 31, 2019, interest on this note accrued at a rate of 11.04%.
|
ii.
|
The Boston Mills/Brandywine Secured Note. The $23.3 million Boston Mills/Brandywine Secured Note provides for interest payments through its maturity on December 1, 2034. As of October 31, 2019, interest on this note accrued at a rate of 10.75%.
|
iii.
|
The Jack Frost/Big Boulder Secured Note. The $14.3 million Jack Frost/Big Boulder Secured Note provides for interest payments through its maturity on December 1, 2034. As of October 31, 2019, interest on this note accrued at a rate of 10.75%.
|
iv.
|
The Mount Snow Secured Note. The $51.1 million Mount Snow Secured Note provides for interest payments through its maturity on December 1, 2034. As of October 31, 2019, interest on this note accrued at a rate of 11.61%.
|
v.
|
The Hunter Mountain Secured Note. The $21.0 million Hunter Mountain Secured Note provides for interest payments through its maturity on January 5, 2036. As of October 31, 2019, interest on this note accrued at a rate of 8.43%.
|
(d)
|
Peak Resorts serves as the general partner for two limited partnerships, Carinthia Group 1, LP and Carinthia Group 2, LP (together, the “Carinthia Partnerships”), which were formed to raise $52.0 million through the Immigrant Investor Program administered by the U.S. Citizenship and Immigration Services (“USCIS”), pursuant to the Immigration and Nationality Act (the “EB-5 Program”). The EB-5 Program was created to stimulate the U.S. economy through the creation of jobs and capital investments in U.S. companies by foreign investors. The program allocates immigrant visas to qualified individuals (“EB-5 Investors”) seeking lawful permanent resident status based on their investment in a U.S commercial enterprise. On December 27, 2016, Peak Resorts borrowed $52.0 million from the Carinthia Partnerships to fund two capital projects at Mount Snow. The amounts were borrowed through two loan agreements, which provided $30.0 million and $22.0 million (together, the “EB-5 Development Notes”). Amounts outstanding under the EB-5 Development Notes accrue simple interest at a fixed rate of 1.0% per annum until the maturity date, which is December 27, 2021, subject to an extension of up to two additional years at the option of the borrowers, with lender consent. If the maturity date is extended, amounts outstanding under the EB-5 Development Notes will accrue simple interest at a fixed rate of 7.0% per annum during the first year of extension and a fixed rate of 10.0% per annum during the second year of extension. Upon an event of default (as defined), amounts outstanding under the EB-5 Development Notes shall bear interest at the rate of 5.0% per annum, subject to the extension increases. While the EB-5 Development Notes are outstanding, Peak Resorts is restricted from taking certain actions without the consent of the lenders, including, but not limited to, transferring or disposing of the properties or assets financed with loan proceeds. In addition, Peak Resorts is prohibited from prepaying outstanding amounts owed if such prepayment would jeopardize any of the EB-5 Investors from being admitted to the U.S. via the EB-5 Program.
|
(e)
|
Current maturities represent principal payments due in the next 12 months.
|
|
Total
|
||
2020 (November 2019 through July 2020)
|
$
|
53,829
|
|
2021
|
63,640
|
|
|
2022
|
115,919
|
|
|
2023
|
63,719
|
|
|
2024
|
101,756
|
|
|
Thereafter
|
1,659,123
|
|
|
Total debt
|
$
|
2,057,986
|
|
|
Acquisition Date Estimated Fair Value
|
||
Current assets
|
$
|
18,976
|
|
Property, plant and equipment
|
425,604
|
|
|
Goodwill
|
146,361
|
|
|
Identifiable intangible assets
|
19,219
|
|
|
Other assets
|
16,809
|
|
|
Assumed long-term debt
|
(181,714
|
)
|
|
Other liabilities
|
(110,525
|
)
|
|
Net assets acquired
|
$
|
334,730
|
|
|
Acquisition Date Estimated Fair Value
|
||
Current assets
|
$
|
6,986
|
|
Property, plant and equipment
|
54,889
|
|
|
Goodwill
|
71,538
|
|
|
Identifiable intangible assets and other assets
|
5,833
|
|
|
Liabilities
|
(11,894
|
)
|
|
Net assets acquired
|
$
|
127,352
|
|
|
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
|
(4,029
|
)
|
|
Net assets acquired
|
$
|
64,032
|
|
|
Acquisition Date Estimated Fair Value
|
||
Current assets
|
$
|
5,197
|
|
Property, plant and equipment
|
159,799
|
|
|
Goodwill
|
51,742
|
|
|
Identifiable intangible assets
|
27,360
|
|
|
Deferred income taxes, net
|
3,093
|
|
|
Liabilities
|
(18,098
|
)
|
|
Net assets acquired
|
$
|
229,093
|
|
|
Three Months Ended October 31,
|
|||||
|
2019
|
2018
|
||||
Pro forma net revenue
|
$
|
274,429
|
|
$
|
259,887
|
|
Pro forma net loss attributable to Vail Resorts, Inc.
|
$
|
(111,843
|
)
|
$
|
(118,396
|
)
|
Pro forma basic net loss per share attributable to Vail Resorts, Inc.
|
$
|
(2.77
|
)
|
$
|
(2.92
|
)
|
Pro forma diluted net loss per share attributable to Vail Resorts, Inc.
|
$
|
(2.77
|
)
|
$
|
(2.92
|
)
|
|
|
October 31, 2019
|
|
July 31, 2019
|
|
October 31, 2018
|
||||||
Land and land improvements
|
|
$
|
745,846
|
|
|
$
|
619,561
|
|
|
$
|
611,155
|
|
Buildings and building improvements
|
|
1,458,465
|
|
|
1,284,438
|
|
|
1,271,375
|
|
|||
Machinery and equipment
|
|
1,189,951
|
|
|
1,160,817
|
|
|
1,054,610
|
|
|||
Furniture and fixtures
|
|
435,663
|
|
|
309,271
|
|
|
295,128
|
|
|||
Software
|
|
118,961
|
|
|
118,815
|
|
|
113,901
|
|
|||
Vehicles
|
|
68,662
|
|
|
65,556
|
|
|
63,346
|
|
|||
Construction in progress
|
|
113,570
|
|
|
79,282
|
|
|
106,378
|
|
|||
Gross property, plant and equipment
|
|
4,131,118
|
|
|
3,637,740
|
|
|
3,515,893
|
|
|||
Accumulated depreciation
|
|
(1,851,029
|
)
|
|
(1,795,240
|
)
|
|
(1,689,911
|
)
|
|||
Property, plant and equipment, net
|
|
$
|
2,280,089
|
|
|
$
|
1,842,500
|
|
|
$
|
1,825,982
|
|
|
|
October 31, 2019
|
|
July 31, 2019
|
|
October 31, 2018
|
||||||
Trade payables
|
|
$
|
141,714
|
|
|
$
|
96,377
|
|
|
$
|
118,648
|
|
Deferred revenue
|
|
549,144
|
|
|
335,669
|
|
|
450,300
|
|
|||
Accrued salaries, wages and deferred compensation
|
|
22,798
|
|
|
50,318
|
|
|
20,961
|
|
|||
Accrued benefits
|
|
38,695
|
|
|
37,797
|
|
|
30,712
|
|
|||
Deposits
|
|
34,202
|
|
|
32,108
|
|
|
34,479
|
|
|||
Other liabilities
|
|
70,381
|
|
|
55,588
|
|
|
48,533
|
|
|||
Total accounts payable and accrued liabilities
|
|
$
|
856,934
|
|
|
$
|
607,857
|
|
|
$
|
703,633
|
|
|
|
October 31, 2019
|
|
July 31, 2019
|
|
October 31, 2018
|
||||||
Private club deferred initiation fee revenue
|
|
$
|
109,011
|
|
|
$
|
109,749
|
|
|
$
|
112,669
|
|
Unfavorable lease obligation, net
|
|
1,651
|
|
|
19,017
|
|
|
21,100
|
|
|||
Other long-term liabilities
|
|
128,302
|
|
|
154,835
|
|
|
139,797
|
|
|||
Total other long-term liabilities
|
|
$
|
238,964
|
|
|
$
|
283,601
|
|
|
$
|
273,566
|
|
|
Mountain
|
Lodging
|
Goodwill, net
|
||||||
Balance at July 31, 2019
|
$
|
1,540,307
|
|
$
|
67,899
|
|
$
|
1,608,206
|
|
Acquisitions (including measurement period adjustments)
|
146,470
|
|
—
|
|
146,470
|
|
|||
Effects of changes in foreign currency exchange rates
|
2,787
|
|
—
|
|
2,787
|
|
|||
Balance at October 31, 2019
|
$
|
1,689,564
|
|
$
|
67,899
|
|
$
|
1,757,463
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Estimated Fair Value Measurement as of October 31, 2019
|
||||||||||||||
Description
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Money Market
|
|
$
|
3,047
|
|
|
$
|
3,047
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial Paper
|
|
$
|
2,401
|
|
|
$
|
—
|
|
|
$
|
2,401
|
|
|
$
|
—
|
|
Certificates of Deposit
|
|
$
|
7,932
|
|
|
$
|
—
|
|
|
$
|
7,932
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Contingent Consideration
|
|
$
|
21,900
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21,900
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Estimated Fair Value Measurement as of July 31, 2019
|
||||||||||||||
Description
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Money Market
|
|
$
|
3,043
|
|
|
$
|
3,043
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial Paper
|
|
$
|
2,401
|
|
|
$
|
—
|
|
|
$
|
2,401
|
|
|
$
|
—
|
|
Certificates of Deposit
|
|
$
|
7,871
|
|
|
$
|
—
|
|
|
$
|
7,871
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Contingent Consideration
|
|
$
|
27,200
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
27,200
|
|
|
|
|
||||||||||||||
|
|
Estimated Fair Value Measurement as of October 31, 2018
|
||||||||||||||
Description
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Money Market
|
|
$
|
3,026
|
|
|
$
|
3,026
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial Paper
|
|
$
|
2,401
|
|
|
$
|
—
|
|
|
$
|
2,401
|
|
|
$
|
—
|
|
Certificates of Deposit
|
|
$
|
10,836
|
|
|
$
|
—
|
|
|
$
|
10,836
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Contingent Consideration
|
|
$
|
23,033
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23,033
|
|
|
|
|
|
|
||||
Balance as of July 31, 2019 and 2018, respectively
|
|
$
|
27,200
|
|
|
$
|
21,900
|
|
Payments
|
|
(6,436
|
)
|
|
(67
|
)
|
||
Change in estimated fair value
|
|
1,136
|
|
|
1,200
|
|
||
Balance as of October 31, 2019 and 2018, respectively
|
|
$
|
21,900
|
|
|
$
|
23,033
|
|
|
Three Months Ended October 31,
|
||||||
|
2019
|
|
2018
|
||||
Net revenue:
|
|
|
|
||||
Lift
|
$
|
41,829
|
|
|
$
|
24,685
|
|
Ski school
|
8,534
|
|
|
4,272
|
|
||
Dining
|
21,629
|
|
|
18,292
|
|
||
Retail/rental
|
47,915
|
|
|
43,342
|
|
||
Other
|
60,925
|
|
|
54,415
|
|
||
Total Mountain net revenue
|
180,832
|
|
|
145,006
|
|
||
Lodging
|
82,758
|
|
|
74,900
|
|
||
Total Resort net revenue
|
263,590
|
|
|
219,906
|
|
||
Real Estate
|
4,180
|
|
|
98
|
|
||
Total net revenue
|
$
|
267,770
|
|
|
$
|
220,004
|
|
Segment operating expense:
|
|
|
|
||||
Mountain
|
$
|
262,008
|
|
|
$
|
222,363
|
|
Lodging
|
79,492
|
|
|
71,004
|
|
||
Resort
|
341,500
|
|
|
293,367
|
|
||
Real Estate, net
|
5,293
|
|
|
1,370
|
|
||
Total segment operating expense
|
$
|
346,793
|
|
|
$
|
294,737
|
|
Gain on sale of real property
|
$
|
207
|
|
|
$
|
—
|
|
Mountain equity investment income, net
|
$
|
1,191
|
|
|
$
|
950
|
|
Reported EBITDA:
|
|
|
|
||||
Mountain
|
$
|
(79,985
|
)
|
|
$
|
(76,407
|
)
|
Lodging
|
3,266
|
|
|
3,896
|
|
||
Resort
|
(76,719
|
)
|
|
(72,511
|
)
|
||
Real Estate
|
(906
|
)
|
|
(1,272
|
)
|
||
Total Reported EBITDA
|
$
|
(77,625
|
)
|
|
$
|
(73,783
|
)
|
Real estate held for sale and investment
|
$
|
96,938
|
|
|
$
|
101,743
|
|
Reconciliation to net loss attributable to Vail Resorts, Inc.:
|
|
|
|
||||
Total Reported EBITDA
|
$
|
(77,625
|
)
|
|
$
|
(73,783
|
)
|
Depreciation and amortization
|
(57,845
|
)
|
|
(51,043
|
)
|
||
Change in estimated fair value of contingent consideration
|
(1,136
|
)
|
|
(1,200
|
)
|
||
Gain (loss) on disposal of fixed assets and other, net
|
2,267
|
|
|
(619
|
)
|
||
Investment income and other, net
|
277
|
|
|
463
|
|
||
Foreign currency gain (loss) on intercompany loans
|
360
|
|
|
(2,311
|
)
|
||
Interest expense, net
|
(22,690
|
)
|
|
(18,638
|
)
|
||
Loss before benefit from income taxes
|
(156,392
|
)
|
|
(147,131
|
)
|
||
Benefit from income taxes
|
46,563
|
|
|
36,405
|
|
||
Net loss
|
(109,829
|
)
|
|
(110,726
|
)
|
||
Net loss attributable to noncontrolling interests
|
3,354
|
|
|
2,931
|
|
||
Net loss attributable to Vail Resorts, Inc.
|
$
|
(106,475
|
)
|
|
$
|
(107,795
|
)
|
•
|
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. Through December 2, 2019, sales of North American ski season pass products increased approximately 22% in units and 17% in sales dollars as compared to the prior year period ended December 3, 2018, including Military Pass sales and Peak Resorts pass sales in both periods and adjusted to eliminate the impact of foreign currency by applying an exchange rate of $0.75 between the Canadian dollar and U.S. dollar in both periods for Whistler Blackcomb pass sales. Excluding sales of Military Passes, sales of pass products increased approximately 22% in units and 16% in sales dollars over the comparable prior year period. We cannot predict the ultimate impact that sales of our pass products will have on total lift revenue or effective ticket price for the 2019/2020 North American ski season.
|
•
|
Key North American economic indicators have remained steady through 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 upcoming 2019/2020 North American ski season.
|
•
|
As of October 31, 2019, we had $231.4 million available under the revolver component of our Eighth Amended and Restated Credit Agreement, dated as of August 15, 2018 and as amended most recently on September 23, 2019 (the “Vail Holdings Credit Agreement”), which represents the total commitment of $500.0 million less outstanding borrowings of $190.0 million and certain letters of credit outstanding of $78.6 million. Additionally, we have a credit facility which supports the liquidity needs of Whistler Blackcomb (the “Whistler Credit Agreement”). As of October 31, 2019, we had C$249.1 million ($189.1 million) available under the revolver component of the Whistler Credit Agreement (which represents the total commitment of C$300.0 million ($227.8 million) less outstanding borrowings of C$50.0 million ($38.0 million) and a letter of credit outstanding of C$0.9 million ($0.7 million)).
|
•
|
On September 24, 2019, through a wholly-owned subsidiary, we acquired 100 percent of the outstanding stock of Peak Resorts, Inc. (“Peak Resorts”) at a purchase price of $11.00 per share or approximately $264.5 million. In addition, contemporaneous with the closing the transaction, Peak Resorts was required to pay approximately $70.2 million of certain outstanding debt instruments and lease obligations in order to complete the transaction. Accordingly, the total purchase price, including the repayment of certain outstanding debt instruments and lease obligations, was approximately $334.7 million, for which we borrowed approximately $335.6 million under the Vail Holdings Credit Agreement to fund the acquisition, repayment of debt instruments and lease obligations, and associated acquisition related expenses. The newly acquired resorts include: Mount Snow in Vermont; Hunter Mountain in New York; Attitash Mountain Resort, Wildcat Mountain and Crotched Mountain in New Hampshire; Liberty Mountain Resort, Roundtop Mountain Resort, Whitetail Resort, Jack Frost and Big Boulder in Pennsylvania; Alpine Valley, Boston Mills, Brandywine and Mad River Mountain in Ohio; Hidden Valley and Snow Creek in Missouri; and Paoli Peaks in Indiana. The acquisition included the mountain operations of the resorts, including base area skier services (food and beverage, retail and rental, lift ticket offices and ski and snowboard school facilities), as well as lodging operations at certain resorts. We expect that the acquisition of Peak Resorts will positively contribute to our annual results of operations; however we cannot predict the ultimate impact the new resorts will have on our future results of operations.
|
|
|
Three Months Ended October 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Mountain Reported EBITDA
|
|
$
|
(79,985
|
)
|
|
$
|
(76,407
|
)
|
Lodging Reported EBITDA
|
|
3,266
|
|
|
3,896
|
|
||
Resort Reported EBITDA
|
|
$
|
(76,719
|
)
|
|
$
|
(72,511
|
)
|
Real Estate Reported EBITDA
|
|
$
|
(906
|
)
|
|
$
|
(1,272
|
)
|
Loss before benefit from income taxes
|
|
$
|
(156,392
|
)
|
|
$
|
(147,131
|
)
|
Net loss attributable to Vail Resorts, Inc.
|
|
$
|
(106,475
|
)
|
|
$
|
(107,795
|
)
|
|
|
Three Months Ended October 31,
|
|
Percentage
Increase
(Decrease)
|
|||||||
|
|
2019
|
|
2018
|
|
||||||
Net Mountain revenue:
|
|
|
|
|
|
|
|||||
Lift
|
|
$
|
41,829
|
|
|
$
|
24,685
|
|
|
69.5
|
%
|
Ski school
|
|
8,534
|
|
|
4,272
|
|
|
99.8
|
%
|
||
Dining
|
|
21,629
|
|
|
18,292
|
|
|
18.2
|
%
|
||
Retail/rental
|
|
47,915
|
|
|
43,342
|
|
|
10.6
|
%
|
||
Other
|
|
60,925
|
|
|
54,415
|
|
|
12.0
|
%
|
||
Total Mountain net revenue
|
|
180,832
|
|
|
145,006
|
|
|
24.7
|
%
|
||
Mountain operating expense:
|
|
|
|
|
|
|
|||||
Labor and labor-related benefits
|
|
91,475
|
|
|
76,250
|
|
|
20.0
|
%
|
||
Retail cost of sales
|
|
23,279
|
|
|
22,416
|
|
|
3.8
|
%
|
||
General and administrative
|
|
64,669
|
|
|
54,703
|
|
|
18.2
|
%
|
||
Other
|
|
82,585
|
|
|
68,994
|
|
|
19.7
|
%
|
||
Total Mountain operating expense
|
|
262,008
|
|
|
222,363
|
|
|
17.8
|
%
|
||
Mountain equity investment income, net
|
|
1,191
|
|
|
950
|
|
|
25.4
|
%
|
||
Mountain Reported EBITDA
|
|
$
|
(79,985
|
)
|
|
$
|
(76,407
|
)
|
|
(4.7
|
)%
|
|
|
|
|
|
|
|
|||||
Total skier visits
|
|
934
|
|
|
507
|
|
|
84.2
|
%
|
||
ETP
|
|
$
|
44.78
|
|
|
$
|
48.69
|
|
|
(8.0
|
)%
|
|
|
|
|
|
|
|
|||||
|
|
Three Months Ended October 31,
|
|
Percentage
Increase
(Decrease)
|
|||||||
|
|
2019
|
|
2018
|
|
||||||
Lodging net revenue:
|
|
|
|
|
|
|
|||||
Owned hotel rooms
|
|
$
|
19,946
|
|
|
$
|
19,599
|
|
|
1.8
|
%
|
Managed condominium rooms
|
|
14,740
|
|
|
11,118
|
|
|
32.6
|
%
|
||
Dining
|
|
18,143
|
|
|
16,129
|
|
|
12.5
|
%
|
||
Transportation
|
|
2,351
|
|
|
2,474
|
|
|
(5.0
|
)%
|
||
Golf
|
|
10,221
|
|
|
9,150
|
|
|
11.7
|
%
|
||
Other
|
|
14,166
|
|
|
12,777
|
|
|
10.9
|
%
|
||
|
|
79,567
|
|
|
71,247
|
|
|
11.7
|
%
|
||
Payroll cost reimbursements
|
|
3,191
|
|
|
3,653
|
|
|
(12.6
|
)%
|
||
Total Lodging net revenue
|
|
82,758
|
|
|
74,900
|
|
|
10.5
|
%
|
||
Lodging operating expense:
|
|
|
|
|
|
|
|||||
Labor and labor-related benefits
|
|
37,615
|
|
|
33,451
|
|
|
12.4
|
%
|
||
General and administrative
|
|
10,386
|
|
|
9,676
|
|
|
7.3
|
%
|
||
Other
|
|
28,300
|
|
|
24,224
|
|
|
16.8
|
%
|
||
|
|
76,301
|
|
|
67,351
|
|
|
13.3
|
%
|
||
Reimbursed payroll costs
|
|
3,191
|
|
|
3,653
|
|
|
(12.6
|
)%
|
||
Total Lodging operating expense
|
|
79,492
|
|
|
71,004
|
|
|
12.0
|
%
|
||
Lodging Reported EBITDA
|
|
$
|
3,266
|
|
|
$
|
3,896
|
|
|
(16.2
|
)%
|
|
|
|
|
|
|
|
|||||
Owned hotel statistics:
|
|
|
|
|
|
|
|||||
ADR
|
|
$
|
238.49
|
|
|
$
|
232.87
|
|
|
2.4
|
%
|
RevPAR
|
|
$
|
163.61
|
|
|
$
|
161.96
|
|
|
1.0
|
%
|
Managed condominium statistics:
|
|
|
|
|
|
|
|||||
ADR
|
|
$
|
189.22
|
|
|
$
|
188.92
|
|
|
0.2
|
%
|
RevPAR
|
|
$
|
52.83
|
|
|
$
|
51.44
|
|
|
2.7
|
%
|
Owned hotel and managed condominium statistics (combined):
|
|
|
|
|
|
|
|||||
ADR
|
|
$
|
210.60
|
|
|
$
|
210.85
|
|
|
(0.1
|
)%
|
RevPAR
|
|
$
|
79.18
|
|
|
$
|
82.44
|
|
|
(4.0
|
)%
|
|
|
Three Months Ended October 31,
|
|
Percentage
Increase
(Decrease)
|
|||||||
|
|
2019
|
|
2018
|
|
||||||
Total Real Estate net revenue
|
|
$
|
4,180
|
|
|
$
|
98
|
|
|
4,165.3
|
%
|
Real Estate operating expense:
|
|
|
|
|
|
|
|||||
Cost of sales (including sales commission)
|
|
3,932
|
|
|
—
|
|
|
nm
|
|
||
Other
|
|
1,361
|
|
|
1,370
|
|
|
0.7
|
%
|
||
Total Real Estate operating expense
|
|
5,293
|
|
|
1,370
|
|
|
286.4
|
%
|
||
Gain on sale of real property
|
|
207
|
|
|
—
|
|
|
nm
|
|
||
Real Estate Reported EBITDA
|
|
$
|
(906
|
)
|
|
$
|
(1,272
|
)
|
|
28.8
|
%
|
|
Three Months Ended
October 31, |
|
Increase (Decrease) |
|||||||
|
2019
|
|
2018
|
|
||||||
Depreciation and amortization
|
$
|
(57,845
|
)
|
|
$
|
(51,043
|
)
|
|
13.3
|
%
|
Foreign currency gain (loss) on intercompany loans
|
$
|
360
|
|
|
$
|
(2,311
|
)
|
|
115.6
|
%
|
Interest expense, net
|
$
|
(22,690
|
)
|
|
$
|
(18,638
|
)
|
|
21.7
|
%
|
Benefit from income taxes
|
$
|
46,563
|
|
|
$
|
36,405
|
|
|
27.9
|
%
|
Effective tax rate benefit
|
29.8
|
%
|
|
24.7
|
%
|
|
5.1 pts
|
|
|
Three Months Ended October 31,
|
||||||
|
2019
|
|
2018
|
||||
Mountain Reported EBITDA
|
$
|
(79,985
|
)
|
|
$
|
(76,407
|
)
|
Lodging Reported EBITDA
|
3,266
|
|
|
3,896
|
|
||
Resort Reported EBITDA
|
(76,719
|
)
|
|
(72,511
|
)
|
||
Real Estate Reported EBITDA
|
(906
|
)
|
|
(1,272
|
)
|
||
Total Reported EBITDA
|
(77,625
|
)
|
|
(73,783
|
)
|
||
Depreciation and amortization
|
(57,845
|
)
|
|
(51,043
|
)
|
||
Gain (loss) on disposal of fixed assets and other, net
|
2,267
|
|
|
(619
|
)
|
||
Change in estimated fair value of contingent consideration
|
(1,136
|
)
|
|
(1,200
|
)
|
||
Investment income and other, net
|
277
|
|
|
463
|
|
||
Foreign currency gain (loss) on intercompany loans
|
360
|
|
|
(2,311
|
)
|
||
Interest expense, net
|
(22,690
|
)
|
|
(18,638
|
)
|
||
Loss before benefit from income taxes
|
(156,392
|
)
|
|
(147,131
|
)
|
||
Benefit from income taxes
|
46,563
|
|
|
36,405
|
|
||
Net loss
|
(109,829
|
)
|
|
(110,726
|
)
|
||
Net loss attributable to noncontrolling interests
|
3,354
|
|
|
2,931
|
|
||
Net loss attributable to Vail Resorts, Inc.
|
$
|
(106,475
|
)
|
|
$
|
(107,795
|
)
|
|
|
October 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Long-term debt, net
|
|
$
|
2,005,057
|
|
|
$
|
1,486,968
|
|
Long-term debt due within one year
|
|
63,807
|
|
|
48,482
|
|
||
Total debt
|
|
2,068,864
|
|
|
1,535,450
|
|
||
Less: cash and cash equivalents
|
|
136,326
|
|
|
141,031
|
|
||
Net Debt
|
|
$
|
1,932,538
|
|
|
$
|
1,394,419
|
|
|
Three Months Ended October 31,
|
||||||
|
2019
|
|
2018
|
||||
Net cash provided by operating activities
|
$
|
209,339
|
|
|
$
|
177,081
|
|
Net cash used in investing activities
|
$
|
(376,754
|
)
|
|
$
|
(340,663
|
)
|
Net cash provided by financing activities
|
$
|
198,440
|
|
|
$
|
135,895
|
|
•
|
|
•
|
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 and our ability to adapt to technological developments or industry trends;
|
•
|
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 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;
|
•
|
risks related to our workforce, including increased labor costs, loss of key personnel and our ability to hire and retain a sufficient seasonal workforce;
|
•
|
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 Hotham, Falls Creek, Peak Resorts 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, as well as risks associated with uncertainty of the impact of tax reform legislation in the United States; and
|
•
|
a materially adverse change in our financial condition.
|
|
Three Months Ended October 31,
|
||||||
|
2019
|
|
2018
|
||||
Foreign currency translation adjustments and other, net of tax
|
$
|
5,323
|
|
|
$
|
(22,636
|
)
|
Foreign currency gain (loss) on intercompany loans
|
$
|
360
|
|
|
$
|
(2,311
|
)
|
Period
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)
|
|
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1)
|
|||||
August 1, 2019 - August 31, 2019
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
1,595,277
|
|
September 1, 2019 - September 30, 2019
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
1,595,277
|
|
October 1, 2019 - October 31, 2019
|
95,618
|
|
|
$
|
224.28
|
|
|
95,618
|
|
|
1,499,659
|
|
Total
|
95,618
|
|
|
$
|
224.28
|
|
|
95,618
|
|
|
1,499,659
|
|
(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 October 31, 2019, 1,499,659 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.INS
|
XBRL Instance Document - the instance document does not appear in the interactive data file as its XBRL tags are embedded within the inline XBRL document.
|
|
|
101.SCH
|
XBRL Schema Document.
|
|
|
101.CAL
|
XBRL Calculation Linkbase Document.
|
|
|
101.DEF
|
XBRL Definition Linkbase Document.
|
|
|
101.LAB
|
XBRL Label Linkbase Document.
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
104
|
The cover page from this Quarterly Report on Form 10-Q, formatted in inline XBRL.
|
|
|
Vail Resorts, Inc.
|
|
|
|
Date: December 9, 2019
|
By:
|
/s/ Michael Z. Barkin
|
|
|
Michael Z. Barkin
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
Date: December 9, 2019
|
By:
|
/s/ Ryan H. Siurek
|
|
|
Ryan H. Siurek
|
|
|
Senior Vice President, Controller and
Chief Accounting Officer
|
|
|
(Principal Accounting Officer)
|
|
|
|
VAIL HOLDINGS, INC., as the Company
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Michael Z. Barkin
|
|
|
|
|
|
Name: Michael Z. Barkin
|
|
|
|
|
|
Title: Executive Vice President &
|
|
|
|
|
|
Chief Financial Officer
|
|
|
|
BANK OF AMERICA, N.A., as Administrative Agent
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Scott Blackman
|
|
|
|
|
|
Name: Scott Blackman
|
|
|
|
|
|
Title: Senior Vice President
|
|
|
|
|
|
|
|
|
|
BANK OF AMERICA, N.A.,
|
||
|
|
|
as an L/C issuer, a Swing Line Lender, a Revolver Lender and a Term Loan Lender
|
||
|
|
|
|
|
|
|
|
|
By:
|
/s/ Scott Blackman
|
|
|
|
|
|
Name: Scott Blackman
|
|
|
|
|
|
Title: Senior Vice President
|
|
|
|
|
|
|
|
|
|
U.S. BANK NATIONAL ASSOCIATION,
|
||
|
|
|
as a Swing Line Lender, a Revolver Lender and a Term Loan Lender
|
||
|
|
|
|
|
|
|
|
|
By:
|
/s/ Greg Blanchard
|
|
|
|
|
|
Name: Greg Blanchard
|
|
|
|
|
|
Title: Vice President
|
|
|
|
|
|
|
|
|
|
WELLS FARGO BANK, NATIONAL ASSOCIATION
|
||
|
|
|
as an L/C Issuer, a Revolver Lender and a Term Loan Lender
|
||
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jason Weston
|
|
|
|
|
|
Name: Jason Weston
|
|
|
|
|
|
Title: Senior Vice President
|
|
|
|
|
|
|
|
|
|
SUNTRUST BANK
|
||
|
|
|
as a Revolver Lender and a Term Loan Lender
|
||
|
|
|
|
|
|
|
|
|
By:
|
/s/ Justin Lien
|
|
|
|
|
|
Name: Justin Lien
|
|
|
|
|
|
Title: Director
|
|
|
|
|
|
|
|
|
|
BANK OF THE WEST,
|
||
|
|
|
as a Revolver Lender and a Term Loan Lender
|
||
|
|
|
|
|
|
|
|
|
By:
|
/s/ Robert Likos
|
|
|
|
|
|
Name: Robert Likos
|
|
|
|
|
|
Title: Director
|
|
|
|
|
|
|
|
|
|
BOKF, NA DBA BOK FINANCIAL
|
||
|
|
|
as a Revolver Lender and a Term Loan Lender
|
||
|
|
|
|
|
|
|
|
|
By:
|
/s/ Chris Golec
|
|
|
|
|
|
Name: Chris Golec
|
|
|
|
|
|
Title: Vice President
|
|
|
|
|
|
|
|
|
|
BMO HARRIS BANK N.A.,
|
||
|
|
|
as a Revolver Lender and a Term Loan Lender
|
||
|
|
|
|
|
|
|
|
|
By:
|
/s/ Terry Switz
|
|
|
|
|
|
Name: Terry Switz
|
|
|
|
|
|
Title: Director
|
|
|
|
|
|
|
|
|
|
HSBC BANK USA, NATIONAL ASSOCIATION,
|
||
|
|
|
as a Revolver Lender and a Term Loan Lender
|
||
|
|
|
|
|
|
|
|
|
By:
|
/s/ Ross Fleck
|
|
|
|
|
|
Name: Ross Fleck
|
|
|
|
|
|
Title: Global Relationship Manager
|
|
|
|
|
|
|
|
|
|
PNC BANK, NATIONAL ASSOCIATION,
|
||
|
|
|
as a New Lender
|
||
|
|
|
|
|
|
|
|
|
By:
|
/s/ Sean Piper
|
|
|
|
|
|
Name: Sean Piper
|
|
|
|
|
|
Title: AVP
|
|
|
|
|
|
|
|
|
|
HSBC BANK AUSTRALIA LIMITED,
|
||
|
|
|
as a New Lender
|
||
|
|
|
|
For and on behalf of HSBC BANK USA, NATIONAL ASSOCIATION, its duly authorized attorney pursuant to a power of attorney in the presence of
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
By:
|
/s/ Nadia Ladak
|
|
|
|
|
|
Name: Nadia Ladak
|
|
|
|
|
|
Title: Attorney
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Weng Hang Lei Christie
|
|
|
|
|
|
Name: Weng Hang Lei Christie
|
|
|
|
|
|
Title: Witness
|
|
|
|
|
Vail Resorts, Inc.
|
|
|
|
|
2006 Cimarron, LLC
|
|
|
|
|
|
By: Crested Butte, LLC
|
|
|
|
All Media Associates, Inc.
|
|
|
|
|
All Media Holdings, Inc.
|
|
|
|
|
Arrabelle at Vail Square, LLC
|
|
|
|
|
|
By: Vail Resorts Development Company
|
|
|
|
Beaver Creek Associates, Inc.
|
|
|
|
|
Beaver Creek Consultants, Inc.
|
|
|
|
|
Beaver Creek Food Services, Inc.
|
|
|
|
|
Booth Creek Ski Holdings, Inc.
|
|
|
|
|
BCRP Inc.
|
|
|
|
|
Breckenridge Resort Properties, Inc.
|
|
|
|
|
CB Commercial Properties '07, LLC
|
|
|
|
|
|
By: Crested Butte, LLC
|
|
|
|
Colorado Mountain Express, Inc.
|
|
|
|
|
Colter Bay Café Court, LLC
|
|
|
|
|
|
By: Grand Teton Lodge Company
|
|
|
|
Colter Bay Convenience Store, LLC
|
|
|
|
|
|
By: Grand Teton Lodge Company
|
|
|
|
Colter Bay Corporation
|
|
|
|
|
Colter Bay General Store, LLC
|
|
|
|
|
|
By: Grand Teton Lodge Company
|
|
|
|
Colter Bay Marina, LLC
|
|
|
|
|
|
By: Grand Teton Lodge Company
|
|
|
|
Crested Butte, LLC
|
|
|
|
|
Crystal Peak Lodge of Breckenridge, Inc.
|
|
|
|
|
DTPC, LLC
|
|
|
|
|
|
By: Rockresorts International, LLC
|
|
|
|
|
By: Vail RR, Inc.
|
|
|
|
EpicSki, Inc.
|
|
|
|
Flagg Ranch Company
|
|
|
|
|
Gillett Broadcasting, Inc.
|
|
|
|
|
Grand Teton Lodge Company
|
|
|
|
|
Heavenly Valley, Limited Partnership
|
|
|
|
|
|
By: VR Heavenly I, Inc.
|
|
|
|
HVLP Kirkwood Services, LLC
|
|
|
|
|
|
By: Heavenly Valley, Limited Partnership
|
|
|
|
|
By: VR Heavenly I, Inc.
|
|
|
|
Jackson Hole Golf and Tennis Club, Inc.
|
|
|
|
|
Jackson Hole Golf & Tennis Club Snack Shack, LLC
|
|
|
|
|
|
By: Grand Teton Lodge Company
|
|
|
|
Jackson Lake Lodge Corporation
|
|
|
|
|
Jenny Lake Lodge, Inc.
|
|
|
|
|
Jenny Lake Store, LLC
|
|
|
|
|
|
By: Grand Teton Lodge Company
|
|
|
|
JHL&S LLC
|
|
|
|
|
|
By: Teton Hospitality Services, Inc.
|
|
|
|
Keystone Conference Services, Inc.
|
|
|
|
|
Keystone Development Sales, Inc.
|
|
|
|
|
Keystone Food & Beverage Company
|
|
|
|
|
Keystone Resort Property Management Company
|
|
|
|
|
Keystone Ranch Water Company
|
|
|
|
|
Lake Tahoe Lodging Company
|
|
|
|
|
Lodge Properties Inc.
|
|
|
|
|
Lodge Realty, Inc.
|
|
|
|
|
La Posada Beverage Service, Inc.
|
|
|
|
|
|
By: Rockresorts International, LLC
|
|
|
|
|
By: Vail RR, Inc.
|
|
|
|
Mt. CB Real Estate, LLC
|
|
|
|
|
|
By: Crested Butte, LLC
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National Park Hospitality Company
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Northstar Group Commercial Properties LLC
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By: VR Acquisition, Inc.
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Northstar Group Restaurant Properties, LLC
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By: VR Acquisition, Inc.
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Okemo Limited Liability Company
|
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By: Triple Peaks LLC
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By: VR NE Holdings, LLC
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By: VR US Holdings, LLC
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Okemo Mountain Food and Beverage, Inc.
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One Ski Hill Place, LLC
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By: Vail Resorts Development Company
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Property Management Acquisition Corp., Inc.
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RCR Vail, LLC
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By: Vail Resorts Development Company
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Rockresorts Arrabelle, LLC
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By: Rockresorts International, LLC
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By: Vail RR, Inc.
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Rockresorts Cordillera Lodge Company, LLC
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By: Rockresorts International, LLC
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By: Vail RR, Inc.
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Rockresorts DR, LLC
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By: Rockresorts International, LLC
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By: Vail RR, Inc.
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Rockresorts Equinox, LLC
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Rockresorts Hotel Jerome, LLC
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By: Rockresorts International, LLC
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By: Vail RR, Inc.
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Rockresorts International, LLC
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By: Vail RR, Inc.
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Rockresorts, LLC
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By: Rockresorts International, LLC
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By: Vail RR, Inc.
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Rockresorts International Management Company
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By: Rockresorts International, LLC
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By: Vail RR, Inc.
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Rockresorts Ski Tip, LLC
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By: Rockresorts International, LLC
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By: Vail RR, Inc.
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Rockresorts Wyoming, LLC
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By: Rockresorts International, LLC
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By: Vail RR, Inc.
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Soho Development, LLC
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By: Vail Associates Holdings, Ltd.
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SSI Venture LLC
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By: SSV Holdings, Inc.
|
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SSV Online Holdings, Inc.
|
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SSV Online LLC
|
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By: SSV Holdings, Inc.
|
|
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|
SSV Holdings, Inc.
|
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Stampede Canteen, LLC
|
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|
By: Grand Teton Lodge Company
|
|
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|
Teton Hospitality Services, Inc.
|
|
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|
The Chalets at the Lodge at Vail, LLC
|
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|
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|
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By: Vail Resorts Development Company
|
|
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|
The Sunapee Difference, LLC
|
|
|
|
|
|
By: Triple Peaks, LLC
|
|
|
|
|
By: VR NE Holdings, LLC
|
|
|
|
|
By: VR US Holdings, Inc.
|
|
|
|
The Village at Breckenridge Acquisition Corp., Inc.
|
|
|
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|
Trimont Land Company
|
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|
|
Triple Peaks LLC
|
|
|
|
|
|
By: VR NE Holdings, LLC
|
|
|
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By: VR US Holdings, Inc.
|
|
|
|
VA Rancho Mirage I, Inc.
|
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VA Rancho Mirage II, Inc.
|
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VA Rancho Mirage Resort, L.P.
|
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By: VA Rancho Mirage I, Inc.
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Vail/Arrowhead, Inc.
|
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Vail Associates Holdings, Ltd.
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Vail Associates Investments, Inc.
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Vail Associates Real Estate, Inc.
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Vail/Beaver Creek Resort Properties, Inc.
|
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Vail Food Services, Inc.
|
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Vail Hotel Management Company, LLC
|
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By: Rockresorts International, LLC
|
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By: Vail RR, Inc
|
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Vail Resorts Development Company
|
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Vail Resorts Lodging Company
|
|
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|
Vail RR, Inc.
|
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|
Vail Summit Resorts, Inc.
|
|
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|
Vail Trademarks, Inc.
|
|
|
|
|
VAMHC, Inc.
|
|
|
|
|
VR Acquisition, Inc.
|
|
|
|
|
VR CPC Holdings, Inc.
|
|
|
|
|
VR CPC Services, LLC
|
|
|
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|
VR Heavenly Concessions, Inc.
|
|
|
|
|
VR Heavenly I, Inc.
|
|
|
|
|
VR Heavenly II, Inc.
|
|
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|
|
VR Holdings, Inc.
|
|
|
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|
VR US Holdings, Inc.
|
|
|
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|
VR US Holdings II, LLC
|
|
|
|
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By: VR US Holdings, Inc.
|
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|
VR WM Holdings, LLC
|
|
|
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|
By: VR US Holdings, Inc.
|
|
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|
VR NE Holdings, LLC
|
|
|
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By: VR US Holdings, Inc.
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|
VR NW Holdings, Inc.
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|
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By:
|
/s/ Ryan Siurek
|
|
|
|
|
Name: Ryan Siurek
|
|
|
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|
Title: Senior Vice President, Controller and Chief Accounting Officer
|
|
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|
|
LENDER
|
REVOLVER
COMMITMENT
|
COMMITMENT
PERCENTAGE (REVOLVER FACILITY)
|
LETTER OF CREDIT SUBLIMIT
|
SWING LOAN SUBLIMIT1
|
TERM LOAN COMMITMENT
|
COMMITMENT
PERCENTAGE (TERM LOAN FACILITY)
|
Bank of America, N.A.
|
$121,100,000.00
|
24.220000000%
|
$125,000,000
|
$75,000,0002
|
$302,712,500.00
|
24.217000000%
|
U.S. Bank
National Association
|
$107,150,000.00
|
21.430000000%
|
--
|
$75,000,0002
|
$267,850,000.00
|
21.428000000%
|
Wells Fargo Bank, National Association
|
$107,150,000.00
|
21.430000000%
|
$75,000,000
|
--
|
$267,850,000.00
|
21.428000000%
|
SunTrust Bank
|
$57,025,000.00
|
11.405000000%
|
--
|
--
|
$142,587,500.00
|
11.407000000%
|
PNC Bank, National Association
|
$28,575,000.00
|
5.715000000%
|
--
|
--
|
$71,425,000.00
|
5.714000000%
|
Bank of the West
|
$22,850,000.00
|
4.570000000%
|
--
|
--
|
$57,150,000.00
|
4.572000000%
|
BMO Harris Bank N.A.
|
$20,000,000.00
|
4.000000000%
|
--
|
--
|
$50,000,000.00
|
4.000000000%
|
HSBC Bank USA, National Association
|
$20,000,000.00
|
4.000000000%
|
--
|
--
|
$38,000,000.00
|
3.040000000%
|
HSBC Bank Australia Limited
|
$0.00
|
0.000000000%
|
--
|
--
|
$12,000,000.00
|
0.960000000%
|
BOKF, N.A. dba BOK Financial
|
$16,150,000.00
|
3.230000000%
|
--
|
--
|
$40,425,000.00
|
3.234000000%
|
Totals
|
$500,000,000.00
|
100.000000000%
|
$200,000,000.00
|
$75,000,000.00
|
$1,250,000,000.00
|
100.000000000%
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Vail Resorts, Inc.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: December 9, 2019
|
|
|
/s/ ROBERT A. KATZ
|
|
Robert A. Katz
|
|
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Vail Resorts, Inc.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: December 9, 2019
|
|
|
/s/ MICHAEL Z. BARKIN
|
|
Michael Z. Barkin
|
|
Executive Vice President and Chief Financial Officer
|
Date: December 9, 2019
|
|
|
/s/ ROBERT A. KATZ
|
|
Robert A. Katz
|
|
Chief Executive Officer
|
Date: December 9, 2019
|
|
|
/s/ MICHAEL Z. BARKIN
|
|
Michael Z. Barkin
|
|
Executive Vice President and Chief Financial Officer
|