☒
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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
|
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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
|
|
|
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Broomfield,
|
Colorado
|
|
80021
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(Address of Principal Executive Offices)
|
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(Zip Code)
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(303)
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404-1800
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(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
|
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☒
|
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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
|
Page
|
|
|
|
Item 1.
|
Financial Statements (unaudited).
|
|
|
||
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||
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||
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Item 2.
|
||
Item 3.
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||
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.
|
|
|
January 31, 2020
|
|
July 31, 2019
|
|
January 31, 2019
|
||||||
Assets
|
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
126,793
|
|
|
$
|
108,850
|
|
|
$
|
158,561
|
|
Restricted cash
|
|
13,655
|
|
|
9,539
|
|
|
20,762
|
|
|||
Trade receivables, net
|
|
105,325
|
|
|
270,896
|
|
|
87,721
|
|
|||
Inventories, net
|
|
113,907
|
|
|
96,539
|
|
|
103,010
|
|
|||
Other current assets
|
|
54,122
|
|
|
42,116
|
|
|
45,212
|
|
|||
Total current assets
|
|
413,802
|
|
|
527,940
|
|
|
415,266
|
|
|||
Property, plant and equipment, net (Note 8)
|
|
2,263,781
|
|
|
1,842,500
|
|
|
1,831,087
|
|
|||
Real estate held for sale and investment
|
|
96,944
|
|
|
101,021
|
|
|
101,730
|
|
|||
Goodwill, net (Note 8)
|
|
1,750,011
|
|
|
1,608,206
|
|
|
1,547,084
|
|
|||
Intangible assets, net
|
|
321,391
|
|
|
306,173
|
|
|
305,885
|
|
|||
Operating right-of-use assets (Note 4)
|
|
227,394
|
|
|
—
|
|
|
—
|
|
|||
Other assets
|
|
40,356
|
|
|
40,237
|
|
|
43,870
|
|
|||
Total assets
|
|
$
|
5,113,679
|
|
|
$
|
4,426,077
|
|
|
$
|
4,244,922
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
|
||||||
Accounts payable and accrued liabilities (Note 8)
|
|
$
|
811,497
|
|
|
$
|
607,857
|
|
|
$
|
685,736
|
|
Income taxes payable
|
|
43,325
|
|
|
62,760
|
|
|
27,544
|
|
|||
Long-term debt due within one year (Note 6)
|
|
63,556
|
|
|
48,516
|
|
|
48,493
|
|
|||
Total current liabilities
|
|
918,378
|
|
|
719,133
|
|
|
761,773
|
|
|||
Long-term debt, net (Note 6)
|
|
1,817,058
|
|
|
1,527,744
|
|
|
1,345,262
|
|
|||
Operating lease liabilities (Note 4)
|
|
228,474
|
|
|
—
|
|
|
—
|
|
|||
Other long-term liabilities (Note 8)
|
|
245,375
|
|
|
283,601
|
|
|
274,998
|
|
|||
Deferred income taxes, net
|
|
254,196
|
|
|
168,759
|
|
|
179,794
|
|
|||
Total liabilities
|
|
3,463,481
|
|
|
2,699,237
|
|
|
2,561,827
|
|
|||
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, 46,264, 46,190 and 46,101 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
|
|
1,130,906
|
|
|
1,130,083
|
|
|
1,135,709
|
|
|||
Accumulated other comprehensive loss
|
|
(44,100
|
)
|
|
(31,730
|
)
|
|
(13,949
|
)
|
|||
Retained earnings
|
|
717,646
|
|
|
759,801
|
|
|
699,045
|
|
|||
Treasury stock, at cost, 6,000, 5,905, and 5,905 shares, respectively (Note 12)
|
|
(379,433
|
)
|
|
(357,989
|
)
|
|
(357,989
|
)
|
|||
Total Vail Resorts, Inc. stockholders’ equity
|
|
1,425,482
|
|
|
1,500,627
|
|
|
1,463,278
|
|
|||
Noncontrolling interests
|
|
224,716
|
|
|
226,213
|
|
|
219,817
|
|
|||
Total stockholders’ equity
|
|
1,650,198
|
|
|
1,726,840
|
|
|
1,683,095
|
|
|||
Total liabilities and stockholders’ equity
|
|
$
|
5,113,679
|
|
|
$
|
4,426,077
|
|
|
$
|
4,244,922
|
|
|
Three Months Ended January 31,
|
|
Six Months Ended January 31,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Net revenue:
|
|
|
|
|
|
|
|
||||||||
Mountain and Lodging services and other
|
$
|
753,758
|
|
|
$
|
687,119
|
|
|
$
|
933,789
|
|
|
$
|
831,141
|
|
Mountain and Lodging retail and dining
|
170,674
|
|
|
162,203
|
|
|
254,233
|
|
|
238,087
|
|
||||
Resort net revenue
|
924,432
|
|
|
849,322
|
|
|
1,188,022
|
|
|
1,069,228
|
|
||||
Real Estate
|
206
|
|
|
256
|
|
|
4,386
|
|
|
354
|
|
||||
Total net revenue
|
924,638
|
|
|
849,578
|
|
|
1,192,408
|
|
|
1,069,582
|
|
||||
Operating expense (exclusive of depreciation and amortization shown separately below):
|
|
|
|
|
|
|
|
||||||||
Mountain and Lodging operating expense
|
387,842
|
|
|
350,633
|
|
|
616,552
|
|
|
544,745
|
|
||||
Mountain and Lodging retail and dining cost of products sold
|
67,135
|
|
|
63,505
|
|
|
104,870
|
|
|
98,381
|
|
||||
General and administrative
|
91,302
|
|
|
77,362
|
|
|
166,357
|
|
|
141,741
|
|
||||
Resort operating expense
|
546,279
|
|
|
491,500
|
|
|
887,779
|
|
|
784,867
|
|
||||
Real Estate operating expense
|
1,505
|
|
|
1,389
|
|
|
6,798
|
|
|
2,759
|
|
||||
Total segment operating expense
|
547,784
|
|
|
492,889
|
|
|
894,577
|
|
|
787,626
|
|
||||
Other operating (expense) income:
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
(63,812
|
)
|
|
(55,238
|
)
|
|
(121,657
|
)
|
|
(106,281
|
)
|
||||
Gain on sale of real property
|
—
|
|
|
—
|
|
|
207
|
|
|
—
|
|
||||
Change in estimated fair value of contingent consideration (Note 9)
|
(1,600
|
)
|
|
(700
|
)
|
|
(2,736
|
)
|
|
(1,900
|
)
|
||||
(Loss) gain on disposal of fixed assets and other, net
|
(709
|
)
|
|
1,097
|
|
|
1,558
|
|
|
478
|
|
||||
Income from operations
|
310,733
|
|
|
301,848
|
|
|
175,203
|
|
|
174,253
|
|
||||
Mountain equity investment income, net
|
169
|
|
|
160
|
|
|
1,360
|
|
|
1,110
|
|
||||
Investment income and other, net
|
361
|
|
|
507
|
|
|
638
|
|
|
970
|
|
||||
Foreign currency (loss) gain on intercompany loans (Note 6)
|
(798
|
)
|
|
450
|
|
|
(438
|
)
|
|
(1,861
|
)
|
||||
Interest expense, net
|
(26,134
|
)
|
|
(21,002
|
)
|
|
(48,824
|
)
|
|
(39,640
|
)
|
||||
Income before provision for income taxes
|
284,331
|
|
|
281,963
|
|
|
127,939
|
|
|
134,832
|
|
||||
Provision for income taxes
|
(67,313
|
)
|
|
(63,973
|
)
|
|
(20,750
|
)
|
|
(27,568
|
)
|
||||
Net income
|
217,018
|
|
|
217,990
|
|
|
107,189
|
|
|
107,264
|
|
||||
Net income attributable to noncontrolling interests
|
(10,648
|
)
|
|
(11,641
|
)
|
|
(7,294
|
)
|
|
(8,710
|
)
|
||||
Net income attributable to Vail Resorts, Inc.
|
$
|
206,370
|
|
|
$
|
206,349
|
|
|
$
|
99,895
|
|
|
$
|
98,554
|
|
Per share amounts (Note 5):
|
|
|
|
|
|
|
|
||||||||
Basic net income per share attributable to Vail Resorts, Inc.
|
$
|
5.12
|
|
|
$
|
5.12
|
|
|
$
|
2.48
|
|
|
$
|
2.44
|
|
Diluted net income per share attributable to Vail Resorts, Inc.
|
$
|
5.04
|
|
|
$
|
5.02
|
|
|
$
|
2.44
|
|
|
$
|
2.39
|
|
Cash dividends declared per share
|
$
|
1.76
|
|
|
$
|
1.47
|
|
|
$
|
3.52
|
|
|
$
|
2.94
|
|
|
|
Three Months Ended
January 31, |
|
Six Months Ended
January 31, |
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Net income
|
|
$
|
217,018
|
|
|
$
|
217,990
|
|
|
$
|
107,189
|
|
|
$
|
107,264
|
|
Foreign currency translation adjustments, net of tax
|
|
(14,045
|
)
|
|
7,863
|
|
|
(9,025
|
)
|
|
(14,773
|
)
|
||||
Change in estimated fair value of hedging instruments
|
|
(4,866
|
)
|
|
—
|
|
|
(4,563
|
)
|
|
—
|
|
||||
Comprehensive income
|
|
198,107
|
|
|
225,853
|
|
|
93,601
|
|
|
92,491
|
|
||||
Comprehensive income attributable to noncontrolling interests
|
|
(8,568
|
)
|
|
(12,857
|
)
|
|
(6,076
|
)
|
|
(5,659
|
)
|
||||
Comprehensive income attributable to Vail Resorts, Inc.
|
|
$
|
189,539
|
|
|
$
|
212,996
|
|
|
$
|
87,525
|
|
|
$
|
86,832
|
|
|
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, October 31, 2018
|
$
|
461
|
|
$
|
1
|
|
$
|
1,130,855
|
|
$
|
(20,596
|
)
|
$
|
551,863
|
|
$
|
(322,989
|
)
|
$
|
1,339,595
|
|
$
|
210,206
|
|
$
|
1,549,801
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
206,349
|
|
—
|
|
206,349
|
|
11,641
|
|
217,990
|
|
|||||||||
Foreign currency translation adjustments, net of tax
|
—
|
|
—
|
|
—
|
|
6,647
|
|
—
|
|
—
|
|
6,647
|
|
1,216
|
|
7,863
|
|
|||||||||
Total comprehensive income
|
|
|
|
|
|
|
212,996
|
|
12,857
|
|
225,853
|
|
|||||||||||||||
Stock-based compensation expense
|
—
|
|
—
|
|
5,147
|
|
—
|
|
—
|
|
—
|
|
5,147
|
|
—
|
|
5,147
|
|
|||||||||
Issuance of shares under share award plans, net of shares withheld for employee taxes
|
—
|
|
—
|
|
(293
|
)
|
—
|
|
—
|
|
—
|
|
(293
|
)
|
—
|
|
(293
|
)
|
|||||||||
Repurchase of common stock (Note 12)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(35,000
|
)
|
(35,000
|
)
|
—
|
|
(35,000
|
)
|
|||||||||
Dividends (Note 5)
|
—
|
|
—
|
|
—
|
|
—
|
|
(59,167
|
)
|
—
|
|
(59,167
|
)
|
—
|
|
(59,167
|
)
|
|||||||||
Distributions to noncontrolling interests, net
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(3,246
|
)
|
(3,246
|
)
|
|||||||||
Balance, January 31, 2019
|
$
|
461
|
|
$
|
1
|
|
$
|
1,135,709
|
|
$
|
(13,949
|
)
|
$
|
699,045
|
|
$
|
(357,989
|
)
|
$
|
1,463,278
|
|
$
|
219,817
|
|
$
|
1,683,095
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance, October 31, 2019
|
$
|
462
|
|
$
|
1
|
|
$
|
1,126,492
|
|
$
|
(27,269
|
)
|
$
|
582,235
|
|
$
|
(379,433
|
)
|
$
|
1,302,488
|
|
$
|
219,948
|
|
$
|
1,522,436
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
206,370
|
|
—
|
|
206,370
|
|
10,648
|
|
217,018
|
|
|||||||||
Foreign currency translation adjustments, net of tax
|
—
|
|
—
|
|
—
|
|
(11,965
|
)
|
—
|
|
—
|
|
(11,965
|
)
|
(2,080
|
)
|
(14,045
|
)
|
|||||||||
Change in estimated fair value of hedging instruments
|
—
|
|
—
|
|
—
|
|
(4,866
|
)
|
—
|
|
—
|
|
(4,866
|
)
|
—
|
|
(4,866
|
)
|
|||||||||
Total comprehensive income
|
|
|
|
|
|
|
189,539
|
|
8,568
|
|
198,107
|
|
|||||||||||||||
Stock-based compensation expense
|
—
|
|
—
|
|
5,538
|
|
—
|
|
—
|
|
—
|
|
5,538
|
|
—
|
|
5,538
|
|
|||||||||
Issuance of shares under share award plans, net of shares withheld for employee taxes
|
—
|
|
—
|
|
(1,124
|
)
|
—
|
|
—
|
|
—
|
|
(1,124
|
)
|
—
|
|
(1,124
|
)
|
|||||||||
Dividends (Note 5)
|
—
|
|
—
|
|
—
|
|
—
|
|
(70,959
|
)
|
—
|
|
(70,959
|
)
|
—
|
|
(70,959
|
)
|
|||||||||
Distributions to noncontrolling interests, net
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(3,800
|
)
|
(3,800
|
)
|
|||||||||
Balance, January 31, 2020
|
$
|
462
|
|
$
|
1
|
|
$
|
1,130,906
|
|
$
|
(44,100
|
)
|
$
|
717,646
|
|
$
|
(379,433
|
)
|
$
|
1,425,482
|
|
$
|
224,716
|
|
$
|
1,650,198
|
|
|
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 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
|
—
|
|
—
|
|
—
|
|
—
|
|
(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 12)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(85,000
|
)
|
(85,000
|
)
|
—
|
|
(85,000
|
)
|
|||||||||
Dividends (Note 5)
|
—
|
|
—
|
|
—
|
|
—
|
|
(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
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance, July 31, 2019
|
$
|
461
|
|
$
|
1
|
|
$
|
1,130,083
|
|
$
|
(31,730
|
)
|
$
|
759,801
|
|
$
|
(357,989
|
)
|
$
|
1,500,627
|
|
$
|
226,213
|
|
$
|
1,726,840
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
99,895
|
|
—
|
|
99,895
|
|
7,294
|
|
107,189
|
|
|||||||||
Foreign currency translation adjustments, net of tax
|
—
|
|
—
|
|
—
|
|
(7,807
|
)
|
—
|
|
—
|
|
(7,807
|
)
|
(1,218
|
)
|
(9,025
|
)
|
|||||||||
Change in estimated fair value of hedging instruments
|
—
|
|
—
|
|
—
|
|
(4,563
|
)
|
—
|
|
—
|
|
(4,563
|
)
|
—
|
|
(4,563
|
)
|
|||||||||
Total comprehensive income
|
|
|
|
|
|
|
87,525
|
|
6,076
|
|
93,601
|
|
|||||||||||||||
Stock-based compensation expense
|
—
|
|
—
|
|
10,789
|
|
—
|
|
—
|
|
—
|
|
10,789
|
|
—
|
|
10,789
|
|
|||||||||
Issuance of shares under share award plans, net of shares withheld for employee taxes
|
1
|
|
—
|
|
(9,966
|
)
|
—
|
|
—
|
|
—
|
|
(9,965
|
)
|
—
|
|
(9,965
|
)
|
|||||||||
Repurchase of common stock (Note 12)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(21,444
|
)
|
(21,444
|
)
|
—
|
|
(21,444
|
)
|
|||||||||
Dividends (Note 5)
|
—
|
|
—
|
|
—
|
|
—
|
|
(142,050
|
)
|
—
|
|
(142,050
|
)
|
—
|
|
(142,050
|
)
|
|||||||||
Distributions to noncontrolling interests, net
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(7,573
|
)
|
(7,573
|
)
|
|||||||||
Balance, January 31, 2020
|
$
|
462
|
|
$
|
1
|
|
$
|
1,130,906
|
|
$
|
(44,100
|
)
|
$
|
717,646
|
|
$
|
(379,433
|
)
|
$
|
1,425,482
|
|
$
|
224,716
|
|
$
|
1,650,198
|
|
|
|
Six Months Ended January 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net income
|
|
$
|
107,189
|
|
|
$
|
107,264
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
121,657
|
|
|
106,281
|
|
||
Stock-based compensation expense
|
|
10,789
|
|
|
9,900
|
|
||
Deferred income taxes, net
|
|
23,568
|
|
|
32,279
|
|
||
Other non-cash income, net
|
|
(977
|
)
|
|
(345
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
|
||||
Trade receivables, net
|
|
167,417
|
|
|
145,305
|
|
||
Inventories, net
|
|
(14,237
|
)
|
|
(14,398
|
)
|
||
Accounts payable and accrued liabilities
|
|
70,873
|
|
|
97,083
|
|
||
Deferred revenue
|
|
72,831
|
|
|
48,061
|
|
||
Income taxes payable - excess tax benefit from share award exercises
|
|
(2,818
|
)
|
|
(4,711
|
)
|
||
Income taxes payable - other
|
|
(17,647
|
)
|
|
(18,000
|
)
|
||
Other assets and liabilities, net
|
|
(956
|
)
|
|
(2,538
|
)
|
||
Net cash provided by operating activities
|
|
537,689
|
|
|
506,181
|
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
Capital expenditures
|
|
(121,788
|
)
|
|
(113,531
|
)
|
||
Acquisition of businesses, net of cash acquired
|
|
(327,555
|
)
|
|
(292,610
|
)
|
||
Other investing activities, net
|
|
3,597
|
|
|
1,817
|
|
||
Net cash used in investing activities
|
|
(445,746
|
)
|
|
(404,324
|
)
|
||
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
|
|
(355,625
|
)
|
|
(211,875
|
)
|
||
Repayments of borrowings under Whistler Credit Agreement
|
|
(18,863
|
)
|
|
(11,193
|
)
|
||
Employee taxes paid for share award exercises
|
|
(9,966
|
)
|
|
(11,657
|
)
|
||
Dividends paid
|
|
(142,050
|
)
|
|
(118,714
|
)
|
||
Repurchases of common stock
|
|
(21,444
|
)
|
|
(85,000
|
)
|
||
Other financing activities, net
|
|
(14,513
|
)
|
|
(9,864
|
)
|
||
Net cash used in financing activities
|
|
(69,836
|
)
|
|
(105,011
|
)
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
|
(48
|
)
|
|
(2,563
|
)
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
|
22,059
|
|
|
(5,717
|
)
|
||
Cash, cash equivalents and restricted cash:
|
|
|
|
|
||||
Beginning of period
|
|
118,389
|
|
|
185,040
|
|
||
End of period
|
|
$
|
140,448
|
|
|
$
|
179,323
|
|
Non-cash investing activities:
|
|
|
|
|
||||
Accrued capital expenditures
|
|
$
|
11,982
|
|
|
$
|
22,731
|
|
1.
|
Organization and Business
|
|
|
Three Months Ended January 31,
|
|
Six Months Ended January 31,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Mountain net revenue:
|
|
|
|
|
|
|
|
|
||||||||
Lift
|
|
$
|
484,348
|
|
|
$
|
447,558
|
|
|
$
|
526,177
|
|
|
$
|
472,243
|
|
Ski School
|
|
102,743
|
|
|
92,244
|
|
|
111,277
|
|
|
96,516
|
|
||||
Dining
|
|
75,719
|
|
|
65,409
|
|
|
97,348
|
|
|
83,701
|
|
||||
Retail/Rental
|
|
133,713
|
|
|
128,436
|
|
|
181,628
|
|
|
171,778
|
|
||||
Other
|
|
49,022
|
|
|
42,426
|
|
|
109,947
|
|
|
96,841
|
|
||||
Total Mountain net revenue
|
|
$
|
845,545
|
|
|
$
|
776,073
|
|
|
$
|
1,026,377
|
|
|
$
|
921,079
|
|
Lodging net revenue:
|
|
|
|
|
|
|
|
|
||||||||
Owned hotel rooms
|
|
$
|
11,251
|
|
|
$
|
11,548
|
|
|
$
|
31,197
|
|
|
$
|
31,147
|
|
Managed condominium rooms
|
|
31,500
|
|
|
28,046
|
|
|
46,240
|
|
|
39,164
|
|
||||
Dining
|
|
11,111
|
|
|
10,189
|
|
|
29,254
|
|
|
26,318
|
|
||||
Transportation
|
|
7,725
|
|
|
7,722
|
|
|
10,076
|
|
|
10,196
|
|
||||
Golf
|
|
—
|
|
|
—
|
|
|
10,543
|
|
|
9,459
|
|
||||
Other
|
|
13,855
|
|
|
12,120
|
|
|
27,699
|
|
|
24,588
|
|
||||
|
|
75,442
|
|
|
69,625
|
|
|
155,009
|
|
|
140,872
|
|
||||
Payroll cost reimbursements
|
|
3,445
|
|
|
3,624
|
|
|
6,636
|
|
|
7,277
|
|
||||
Total Lodging net revenue
|
|
$
|
78,887
|
|
|
$
|
73,249
|
|
|
$
|
161,645
|
|
|
$
|
148,149
|
|
Total Resort net revenue
|
|
$
|
924,432
|
|
|
$
|
849,322
|
|
|
$
|
1,188,022
|
|
|
$
|
1,069,228
|
|
Total Real Estate net revenue
|
|
206
|
|
|
256
|
|
|
4,386
|
|
|
354
|
|
||||
Total net revenue
|
|
$
|
924,638
|
|
|
$
|
849,578
|
|
|
$
|
1,192,408
|
|
|
$
|
1,069,582
|
|
|
|
Three Months Ended
January 31, 2020
|
|
Six Months Ended
January 31, 2020 |
||||
Finance leases:
|
|
|
|
|
||||
Amortization of the finance ROU assets
|
|
$
|
2,438
|
|
|
$
|
4,876
|
|
Interest on lease liabilities
|
|
$
|
8,509
|
|
|
$
|
17,017
|
|
Operating leases:
|
|
|
|
|
||||
Operating lease expense
|
|
$
|
10,411
|
|
|
$
|
20,448
|
|
Short-term lease expense1
|
|
$
|
2,459
|
|
|
$
|
4,812
|
|
Variable lease expense
|
|
$
|
1,339
|
|
|
$
|
2,181
|
|
|
|
Six Months Ended
January 31, 2020
|
||
Cash flow supplemental information:
|
|
|
||
Operating cash outflows for operating leases
|
|
$
|
25,435
|
|
Operating cash outflows for finance leases
|
|
$
|
15,180
|
|
Financing cash outflows for finance leases
|
|
$
|
5,387
|
|
|
|
As of January 31, 2020
|
|
Weighted-average remaining lease term (in years)
|
|
|
|
Operating leases
|
|
10.7
|
|
Finance leases
|
|
43.4
|
|
Weighted-average discount rate
|
|
|
|
Operating leases
|
|
4.5
|
%
|
Finance leases
|
|
10.0
|
%
|
|
Operating Leases
|
|
Finance Leases
|
||||
2020 (February 2020 through July 2020)
|
$
|
30,141
|
|
|
$
|
14,126
|
|
2021
|
45,805
|
|
|
28,818
|
|
||
2022
|
42,606
|
|
|
29,394
|
|
||
2023
|
37,666
|
|
|
29,982
|
|
||
2024
|
33,889
|
|
|
30,582
|
|
||
Thereafter
|
166,166
|
|
|
1,805,048
|
|
||
Total future minimum lease payments
|
356,273
|
|
|
1,937,950
|
|
||
Less amount representing interest
|
(92,149
|
)
|
|
(1,594,803
|
)
|
||
Total lease liabilities
|
$
|
264,124
|
|
|
$
|
343,147
|
|
|
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 Income per Share
|
|
|
Three Months Ended January 31,
|
||||||||||||||
|
|
2020
|
|
2019
|
||||||||||||
|
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||
Net income per share:
|
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Vail Resorts
|
|
$
|
206,370
|
|
|
$
|
206,370
|
|
|
$
|
206,349
|
|
|
$
|
206,349
|
|
Weighted-average Vail Shares outstanding
|
|
40,261
|
|
|
40,261
|
|
|
40,271
|
|
|
40,271
|
|
||||
Weighted-average Exchangeco Shares outstanding
|
|
55
|
|
|
55
|
|
|
57
|
|
|
57
|
|
||||
Total Weighted-average shares outstanding
|
|
40,316
|
|
|
40,316
|
|
|
40,328
|
|
|
40,328
|
|
||||
Effect of dilutive securities
|
|
—
|
|
|
625
|
|
|
—
|
|
|
798
|
|
||||
Total shares
|
|
40,316
|
|
|
40,941
|
|
|
40,328
|
|
|
41,126
|
|
||||
Net income per share attributable to Vail Resorts
|
|
$
|
5.12
|
|
|
$
|
5.04
|
|
|
$
|
5.12
|
|
|
$
|
5.02
|
|
|
|
Six Months Ended January 31,
|
||||||||||||||
|
|
2020
|
|
2019
|
||||||||||||
|
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||
Net income per share:
|
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Vail Resorts
|
|
$
|
99,895
|
|
|
$
|
99,895
|
|
|
$
|
98,554
|
|
|
$
|
98,554
|
|
Weighted-average Vail Shares outstanding
|
|
40,274
|
|
|
40,274
|
|
|
40,359
|
|
|
40,359
|
|
||||
Weighted-average Exchangeco Shares outstanding
|
|
55
|
|
|
55
|
|
|
57
|
|
|
57
|
|
||||
Total Weighted-average shares outstanding
|
|
40,329
|
|
|
40,329
|
|
|
40,416
|
|
|
40,416
|
|
||||
Effect of dilutive securities
|
|
—
|
|
|
644
|
|
|
—
|
|
|
870
|
|
||||
Total shares
|
|
40,329
|
|
|
40,973
|
|
|
40,416
|
|
|
41,286
|
|
||||
Net income per share attributable to Vail Resorts
|
|
$
|
2.48
|
|
|
$
|
2.44
|
|
|
$
|
2.44
|
|
|
$
|
2.39
|
|
|
|
Maturity
|
|
January 31, 2020
|
|
July 31, 2019
|
|
January 31, 2019
|
||||||
Vail Holdings Credit Agreement term loan (a)
|
|
2024
|
|
$
|
1,234,375
|
|
|
$
|
914,375
|
|
|
$
|
938,125
|
|
Vail Holdings Credit Agreement revolver (a)
|
|
2024
|
|
25,000
|
|
|
208,000
|
|
|
—
|
|
|||
Whistler Credit Agreement revolver (b)
|
|
2024
|
|
26,447
|
|
|
45,454
|
|
|
60,904
|
|
|||
EPR Secured Notes (c)
|
|
2034-2036
|
|
114,162
|
|
|
—
|
|
|
—
|
|
|||
EB-5 Development Notes (d)
|
|
2021
|
|
51,500
|
|
|
—
|
|
|
—
|
|
|||
Employee housing bonds
|
|
2027-2039
|
|
52,575
|
|
|
52,575
|
|
|
52,575
|
|
|||
Canyons obligation
|
|
2063
|
|
343,147
|
|
|
340,261
|
|
|
337,385
|
|
|||
Other
|
|
2020-2032
|
|
19,360
|
|
|
19,465
|
|
|
8,656
|
|
|||
Total debt
|
|
|
|
1,866,566
|
|
|
1,580,130
|
|
|
1,397,645
|
|
|||
Less: Unamortized premiums, discounts and debt issuance costs
|
|
|
|
(14,048
|
)
|
|
3,870
|
|
|
3,890
|
|
|||
Less: Current maturities (e)
|
|
|
|
63,556
|
|
|
48,516
|
|
|
48,493
|
|
|||
Long-term debt, net
|
|
|
|
$
|
1,817,058
|
|
|
$
|
1,527,744
|
|
|
$
|
1,345,262
|
|
(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 September 23, 2024. No other material terms of the Vail Holdings Credit Agreement were altered under the amendment. As of January 31, 2020, the Vail Holdings Credit Agreement consists of a $500.0 million revolving credit facility and a $1.25 billion term loan facility. The term loan facility is subject to quarterly amortization of principal of approximately $15.6 million (which began in January 2020), in equal installments, for a total of five percent of principal payable in each year and the final payment of all amounts outstanding, plus accrued and unpaid interest due in September 2024. The proceeds of the loans made under the Vail Holdings Credit Agreement may be used to fund the Company’s working capital needs, capital expenditures, acquisitions, investments and other general corporate purposes, including the issuance of letters of credit. Borrowings under the Vail Holdings Credit Agreement, including the term loan facility, bear interest annually at LIBOR plus 1.50% as of January 31, 2020 (3.15% as of January 31, 2020). Interest rate margins may fluctuate based upon the ratio of the Company’s Net Funded Debt to Adjusted EBITDA on a trailing four-quarter basis. The Vail Holdings Credit Agreement also includes a quarterly unused commitment fee, which is equal to a percentage determined by the Net Funded Debt to Adjusted EBITDA ratio, as each such term is defined in the Vail Holdings Credit Agreement, multiplied by the daily amount by which the Vail Holdings Credit Agreement commitment exceeds the total of outstanding loans and outstanding letters of credit (0.3% as of January 31, 2020). During the six months ended January 31, 2020, the Company entered into various interest rate swap agreements to hedge the LIBOR-based variable interest rate component of underlying cash flows of $400.0 million in principal amount of its Vail Holdings Credit Agreement for the remaining term of the agreement at an effective rate of 1.46%.
|
(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, 2020, the Company entered into an amendment of the Whistler Credit Agreement which extended the maturity date of the revolving credit facility to December 15, 2024. No other material terms of the Whistler Credit Agreement were altered. As of January 31, 2020, 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 3.78% as of January 31, 2020). The Whistler Credit Agreement also includes a quarterly unused commitment fee based on the Consolidated Total Leverage Ratio, which as of January 31, 2020 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 January 31, 2020, interest on this note accrued at a rate of 11.21%.
|
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 January 31, 2020, 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 January 31, 2020, 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 January 31, 2020, 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 January 31, 2020, 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.
|
(e)
|
Current maturities represent principal payments due in the next 12 months.
|
|
Total
|
||
2020 (February 2020 through July 2020)
|
$
|
37,998
|
|
2021
|
63,640
|
|
|
2022
|
115,383
|
|
|
2023
|
63,736
|
|
|
2024
|
63,794
|
|
|
Thereafter
|
1,522,015
|
|
|
Total debt
|
$
|
1,866,566
|
|
|
Acquisition Date Estimated Fair Value
|
||
Current assets
|
$
|
19,578
|
|
Property, plant and equipment
|
427,793
|
|
|
Goodwill
|
146,259
|
|
|
Identifiable intangible assets
|
19,221
|
|
|
Other assets
|
16,203
|
|
|
Assumed long-term debt
|
(184,668
|
)
|
|
Other liabilities
|
(109,656
|
)
|
|
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 January 31,
|
||
|
2019
|
||
Pro forma net revenue
|
$
|
935,410
|
|
Pro forma net income attributable to Vail Resorts, Inc.
|
$
|
220,499
|
|
Pro forma basic net income per share attributable to Vail Resorts, Inc.
|
$
|
5.57
|
|
Pro forma diluted net income per share attributable to Vail Resorts, Inc.
|
$
|
5.36
|
|
|
Six Months Ended January 31,
|
|||||
|
2020
|
2019
|
||||
Pro forma net revenue
|
$
|
1,199,067
|
|
$
|
1,195,296
|
|
Pro forma net income attributable to Vail Resorts, Inc.
|
$
|
95,850
|
|
$
|
99,569
|
|
Pro forma basic net income per share attributable to Vail Resorts, Inc.
|
$
|
2.38
|
|
$
|
2.46
|
|
Pro forma diluted net income per share attributable to Vail Resorts, Inc.
|
$
|
2.34
|
|
$
|
2.41
|
|
|
|
January 31, 2020
|
|
July 31, 2019
|
|
January 31, 2019
|
||||||
Land and land improvements
|
|
$
|
749,669
|
|
|
$
|
619,561
|
|
|
$
|
617,492
|
|
Buildings and building improvements
|
|
1,475,415
|
|
|
1,284,438
|
|
|
1,280,972
|
|
|||
Machinery and equipment
|
|
1,253,476
|
|
|
1,160,817
|
|
|
1,139,443
|
|
|||
Furniture and fixtures
|
|
450,903
|
|
|
309,271
|
|
|
323,406
|
|
|||
Software
|
|
121,390
|
|
|
118,815
|
|
|
122,038
|
|
|||
Vehicles
|
|
70,820
|
|
|
65,556
|
|
|
65,642
|
|
|||
Construction in progress
|
|
53,325
|
|
|
79,282
|
|
|
23,342
|
|
|||
Gross property, plant and equipment
|
|
4,174,998
|
|
|
3,637,740
|
|
|
3,572,335
|
|
|||
Accumulated depreciation
|
|
(1,911,217
|
)
|
|
(1,795,240
|
)
|
|
(1,741,248
|
)
|
|||
Property, plant and equipment, net
|
|
$
|
2,263,781
|
|
|
$
|
1,842,500
|
|
|
$
|
1,831,087
|
|
|
|
January 31, 2020
|
|
July 31, 2019
|
|
January 31, 2019
|
||||||
Trade payables
|
|
$
|
126,836
|
|
|
$
|
96,377
|
|
|
$
|
106,183
|
|
Deferred revenue
|
|
426,672
|
|
|
335,669
|
|
|
346,356
|
|
|||
Accrued salaries, wages and deferred compensation
|
|
48,591
|
|
|
50,318
|
|
|
66,090
|
|
|||
Accrued benefits
|
|
46,622
|
|
|
37,797
|
|
|
37,991
|
|
|||
Deposits
|
|
63,432
|
|
|
32,108
|
|
|
52,867
|
|
|||
Other liabilities
|
|
99,344
|
|
|
55,588
|
|
|
76,249
|
|
|||
Total accounts payable and accrued liabilities
|
|
$
|
811,497
|
|
|
$
|
607,857
|
|
|
$
|
685,736
|
|
|
|
January 31, 2020
|
|
July 31, 2019
|
|
January 31, 2019
|
||||||
Private club deferred initiation fee revenue
|
|
$
|
108,674
|
|
|
$
|
109,749
|
|
|
$
|
112,065
|
|
Unfavorable lease obligation, net
|
|
1,607
|
|
|
19,017
|
|
|
20,450
|
|
|||
Other long-term liabilities
|
|
135,094
|
|
|
154,835
|
|
|
142,483
|
|
|||
Total other long-term liabilities
|
|
$
|
245,375
|
|
|
$
|
283,601
|
|
|
$
|
274,998
|
|
|
Mountain
|
Lodging
|
Goodwill, net
|
||||||
Balance at July 31, 2019
|
$
|
1,540,307
|
|
$
|
67,899
|
|
$
|
1,608,206
|
|
Acquisitions (including measurement period adjustments)
|
146,367
|
|
—
|
|
146,367
|
|
|||
Effects of changes in foreign currency exchange rates
|
(4,562
|
)
|
—
|
|
(4,562
|
)
|
|||
Balance at January 31, 2020
|
$
|
1,682,112
|
|
$
|
67,899
|
|
$
|
1,750,011
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Estimated Fair Value Measurement as of January 31, 2020
|
||||||||||||||
Description
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Money Market
|
|
$
|
3,052
|
|
|
$
|
3,052
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial Paper
|
|
$
|
2,401
|
|
|
$
|
—
|
|
|
$
|
2,401
|
|
|
$
|
—
|
|
Certificates of Deposit
|
|
$
|
7,717
|
|
|
$
|
—
|
|
|
$
|
7,717
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Interest Rate Swaps
|
|
$
|
4,563
|
|
|
$
|
—
|
|
|
$
|
4,563
|
|
|
$
|
—
|
|
Contingent Consideration
|
|
$
|
23,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23,500
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
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 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
|
|
|
|
|
|
|
||||
Balance as of July 31, 2019 and 2018, respectively
|
|
$
|
27,200
|
|
|
$
|
21,900
|
|
Payments
|
|
(6,436
|
)
|
|
(67
|
)
|
||
Change in estimated fair value
|
|
2,736
|
|
|
1,900
|
|
||
Balance as of January 31, 2020 and 2019, respectively
|
|
$
|
23,500
|
|
|
$
|
23,733
|
|
|
Three Months Ended January 31,
|
|
Six Months Ended January 31,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Net revenue:
|
|
|
|
|
|
|
|
||||||||
Lift
|
$
|
484,348
|
|
|
$
|
447,558
|
|
|
$
|
526,177
|
|
|
$
|
472,243
|
|
Ski school
|
102,743
|
|
|
92,244
|
|
|
111,277
|
|
|
96,516
|
|
||||
Dining
|
75,719
|
|
|
65,409
|
|
|
97,348
|
|
|
83,701
|
|
||||
Retail/rental
|
133,713
|
|
|
128,436
|
|
|
181,628
|
|
|
171,778
|
|
||||
Other
|
49,022
|
|
|
42,426
|
|
|
109,947
|
|
|
96,841
|
|
||||
Total Mountain net revenue
|
845,545
|
|
|
776,073
|
|
|
1,026,377
|
|
|
921,079
|
|
||||
Lodging
|
78,887
|
|
|
73,249
|
|
|
161,645
|
|
|
148,149
|
|
||||
Total Resort net revenue
|
924,432
|
|
|
849,322
|
|
|
1,188,022
|
|
|
1,069,228
|
|
||||
Real Estate
|
206
|
|
|
256
|
|
|
4,386
|
|
|
354
|
|
||||
Total net revenue
|
$
|
924,638
|
|
|
$
|
849,578
|
|
|
$
|
1,192,408
|
|
|
$
|
1,069,582
|
|
Segment operating expense:
|
|
|
|
|
|
|
|
||||||||
Mountain
|
$
|
472,686
|
|
|
$
|
424,008
|
|
|
$
|
734,694
|
|
|
$
|
646,371
|
|
Lodging
|
73,593
|
|
|
67,492
|
|
|
153,085
|
|
|
138,496
|
|
||||
Resort
|
546,279
|
|
|
491,500
|
|
|
887,779
|
|
|
784,867
|
|
||||
Real Estate
|
1,505
|
|
|
1,389
|
|
|
6,798
|
|
|
2,759
|
|
||||
Total segment operating expense
|
$
|
547,784
|
|
|
$
|
492,889
|
|
|
$
|
894,577
|
|
|
$
|
787,626
|
|
Gain on sale of real property
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
207
|
|
|
$
|
—
|
|
Mountain equity investment income, net
|
$
|
169
|
|
|
$
|
160
|
|
|
$
|
1,360
|
|
|
$
|
1,110
|
|
Reported EBITDA:
|
|
|
|
|
|
|
|
||||||||
Mountain
|
$
|
373,028
|
|
|
$
|
352,225
|
|
|
$
|
293,043
|
|
|
$
|
275,818
|
|
Lodging
|
5,294
|
|
|
5,757
|
|
|
8,560
|
|
|
9,653
|
|
||||
Resort
|
378,322
|
|
|
357,982
|
|
|
301,603
|
|
|
285,471
|
|
||||
Real Estate
|
(1,299
|
)
|
|
(1,133
|
)
|
|
(2,205
|
)
|
|
(2,405
|
)
|
||||
Total Reported EBITDA
|
$
|
377,023
|
|
|
$
|
356,849
|
|
|
$
|
299,398
|
|
|
$
|
283,066
|
|
Real estate held for sale and investment
|
$
|
96,944
|
|
|
$
|
101,730
|
|
|
$
|
96,944
|
|
|
$
|
101,730
|
|
Reconciliation from net income attributable to Vail Resorts, Inc. to Total Reported EBITDA:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Vail Resorts, Inc.
|
$
|
206,370
|
|
|
$
|
206,349
|
|
|
$
|
99,895
|
|
|
$
|
98,554
|
|
Net income attributable to noncontrolling interests
|
10,648
|
|
|
11,641
|
|
|
7,294
|
|
|
8,710
|
|
||||
Net income
|
217,018
|
|
|
217,990
|
|
|
107,189
|
|
|
107,264
|
|
||||
Provision for income taxes
|
67,313
|
|
|
63,973
|
|
|
20,750
|
|
|
27,568
|
|
||||
Income before provision for income taxes
|
284,331
|
|
|
281,963
|
|
|
127,939
|
|
|
134,832
|
|
||||
Depreciation and amortization
|
63,812
|
|
|
55,238
|
|
|
121,657
|
|
|
106,281
|
|
||||
Change in estimated fair value of contingent consideration
|
1,600
|
|
|
700
|
|
|
2,736
|
|
|
1,900
|
|
||||
Loss (gain) on disposal of fixed assets and other, net
|
709
|
|
|
(1,097
|
)
|
|
(1,558
|
)
|
|
(478
|
)
|
||||
Investment income and other, net
|
(361
|
)
|
|
(507
|
)
|
|
(638
|
)
|
|
(970
|
)
|
||||
Foreign currency loss (gain) on intercompany loans
|
798
|
|
|
(450
|
)
|
|
438
|
|
|
1,861
|
|
||||
Interest expense, net
|
26,134
|
|
|
21,002
|
|
|
48,824
|
|
|
39,640
|
|
||||
Total Reported EBITDA
|
$
|
377,023
|
|
|
$
|
356,849
|
|
|
$
|
299,398
|
|
|
$
|
283,066
|
|
•
|
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 2019, pass product revenue represented approximately 47% of total lift revenue. Pass revenue increased approximately $41.1 million, or 17.2%, for the three months ended January 31, 2020 compared to the same period in the prior year, primarily due to increased pass product sales for the 2019/2020 North American ski season compared to the 2018/2019 North American ski season. Additionally, deferred revenue related to North American product pass sales was approximately $286.0 million as of January 31, 2020, excluding deferred revenue assumed in the Peak Resorts acquisition (compared to approximately $234.0 million as of January 31, 2019), which will be almost entirely recognized as lift revenue during our third fiscal quarter ending April 30, 2020, subject to final adjustments required under U.S. GAAP.
|
•
|
The current outbreak of coronavirus, which originated in China and has recently spread to other regions, including the U.S., Japan and Europe, has led to certain global travel restrictions and other adverse global economic impacts. Although we are uncertain as to the ultimate severity and duration of the coronavirus outbreak and the impact it may have on our business, we have seen a marked negative change in performance in the week ended March 8, 2020 as compared to the prior week, with destination skier visits modestly below expectations. We expect this trend to continue and potentially worsen in upcoming weeks. We will continue to closely monitor relevant events so that we are able to respond to such developments as they occur.
|
•
|
After a challenging start in the early season, destination guest visitation at our western U.S. resorts improved significantly during the holiday period and was in line with our expectations. The improvement continued through January though Colorado was modestly below our expectations for the post-holiday period, partially offset by strong performance at our Park City resort. Our Pacific Northwest resorts (Whistler Blackcomb and Stevens Pass) experienced the lowest snowfall in over 30 years through December 31, 2019, resulting in very poor results through the early season and critical holiday period. Visitation at those resorts continued to be challenging and below our expectation in January, with Whistler Blackcomb experiencing weaker than expected recovery in North American and international destination visitation. We cannot predict the impact that the early season period results or future weather conditions will have on our skier visitation and results of operations for the remainder of the 2019/2020 North American ski season.
|
•
|
Key North American economic indicators have remained steady into calendar year 2020, 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 2019/2020 North American ski season.
|
•
|
As of January 31, 2020, we had $393.8 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 $25.0 million and certain letters of credit outstanding of $81.2 million. Additionally, we have a credit facility which
|
•
|
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 January 31,
|
|
Six Months Ended January 31,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Net income attributable to Vail Resorts, Inc.
|
|
$
|
206,370
|
|
|
$
|
206,349
|
|
|
$
|
99,895
|
|
|
$
|
98,554
|
|
Income before provision for income taxes
|
|
$
|
284,331
|
|
|
$
|
281,963
|
|
|
$
|
127,939
|
|
|
$
|
134,832
|
|
Mountain Reported EBITDA
|
|
$
|
373,028
|
|
|
$
|
352,225
|
|
|
$
|
293,043
|
|
|
$
|
275,818
|
|
Lodging Reported EBITDA
|
|
5,294
|
|
|
5,757
|
|
|
8,560
|
|
|
9,653
|
|
||||
Resort Reported EBITDA
|
|
$
|
378,322
|
|
|
$
|
357,982
|
|
|
$
|
301,603
|
|
|
$
|
285,471
|
|
Real Estate Reported EBITDA
|
|
$
|
(1,299
|
)
|
|
$
|
(1,133
|
)
|
|
$
|
(2,205
|
)
|
|
$
|
(2,405
|
)
|
|
|
Three Months Ended January 31,
|
|
Percentage
Increase
(Decrease)
|
|||||||
|
|
2020
|
|
2019
|
|
||||||
Net Mountain revenue:
|
|
|
|
|
|
|
|||||
Lift
|
|
$
|
484,348
|
|
|
$
|
447,558
|
|
|
8.2
|
%
|
Ski school
|
|
102,743
|
|
|
92,244
|
|
|
11.4
|
%
|
||
Dining
|
|
75,719
|
|
|
65,409
|
|
|
15.8
|
%
|
||
Retail/rental
|
|
133,713
|
|
|
128,436
|
|
|
4.1
|
%
|
||
Other
|
|
49,022
|
|
|
42,426
|
|
|
15.5
|
%
|
||
Total Mountain net revenue
|
|
845,545
|
|
|
776,073
|
|
|
9.0
|
%
|
||
Mountain operating expense:
|
|
|
|
|
|
|
|||||
Labor and labor-related benefits
|
|
195,224
|
|
|
172,818
|
|
|
13.0
|
%
|
||
Retail cost of sales
|
|
41,985
|
|
|
43,721
|
|
|
(4.0
|
)%
|
||
Resort related fees
|
|
38,368
|
|
|
39,830
|
|
|
(3.7
|
)%
|
||
General and administrative
|
|
77,975
|
|
|
65,847
|
|
|
18.4
|
%
|
||
Other
|
|
119,134
|
|
|
101,792
|
|
|
17.0
|
%
|
||
Total Mountain operating expense
|
|
472,686
|
|
|
424,008
|
|
|
11.5
|
%
|
||
Mountain equity investment income, net
|
|
169
|
|
|
160
|
|
|
5.6
|
%
|
||
Mountain Reported EBITDA
|
|
$
|
373,028
|
|
|
$
|
352,225
|
|
|
5.9
|
%
|
|
|
|
|
|
|
|
|||||
Total skier visits
|
|
7,096
|
|
|
6,521
|
|
|
8.8
|
%
|
||
ETP
|
|
$
|
68.26
|
|
|
$
|
68.63
|
|
|
(0.5
|
)%
|
|
|
Six Months Ended January 31,
|
|
Percentage
Increase
(Decrease)
|
|||||||
|
|
2020
|
|
2019
|
|
||||||
Net Mountain revenue:
|
|
|
|
|
|
|
|||||
Lift
|
|
$
|
526,177
|
|
|
$
|
472,243
|
|
|
11.4
|
%
|
Ski school
|
|
111,277
|
|
|
96,516
|
|
|
15.3
|
%
|
||
Dining
|
|
97,348
|
|
|
83,701
|
|
|
16.3
|
%
|
||
Retail/rental
|
|
181,628
|
|
|
171,778
|
|
|
5.7
|
%
|
||
Other
|
|
109,947
|
|
|
96,841
|
|
|
13.5
|
%
|
||
Total Mountain net revenue
|
|
1,026,377
|
|
|
921,079
|
|
|
11.4
|
%
|
||
Mountain operating expense:
|
|
|
|
|
|
|
|||||
Labor and labor-related benefits
|
|
286,699
|
|
|
249,068
|
|
|
15.1
|
%
|
||
Retail cost of sales
|
|
65,264
|
|
|
66,137
|
|
|
(1.3
|
)%
|
||
Resort related fees
|
|
42,814
|
|
|
43,194
|
|
|
(0.9
|
)%
|
||
General and administrative
|
|
142,644
|
|
|
120,550
|
|
|
18.3
|
%
|
||
Other
|
|
197,273
|
|
|
167,422
|
|
|
17.8
|
%
|
||
Total Mountain operating expense
|
|
734,694
|
|
|
646,371
|
|
|
13.7
|
%
|
||
Mountain equity investment income, net
|
|
1,360
|
|
|
1,110
|
|
|
22.5
|
%
|
||
Mountain Reported EBITDA
|
|
$
|
293,043
|
|
|
$
|
275,818
|
|
|
6.2
|
%
|
|
|
|
|
|
|
|
|||||
Total skier visits
|
|
8,030
|
|
|
7,028
|
|
|
14.3
|
%
|
||
ETP
|
|
$
|
65.53
|
|
|
$
|
67.19
|
|
|
(2.5
|
)%
|
|
|
|
|
|
|
|
|||||
|
|
Three Months Ended January 31,
|
|
Percentage
Increase
(Decrease)
|
|||||||
|
|
2020
|
|
2019
|
|
||||||
Lodging net revenue:
|
|
|
|
|
|
|
|||||
Owned hotel rooms
|
|
$
|
11,251
|
|
|
$
|
11,548
|
|
|
(2.6
|
)%
|
Managed condominium rooms
|
|
31,500
|
|
|
28,046
|
|
|
12.3
|
%
|
||
Dining
|
|
11,111
|
|
|
10,189
|
|
|
9.0
|
%
|
||
Transportation
|
|
7,725
|
|
|
7,722
|
|
|
—
|
%
|
||
Other
|
|
13,855
|
|
|
12,120
|
|
|
14.3
|
%
|
||
|
|
75,442
|
|
|
69,625
|
|
|
8.4
|
%
|
||
Payroll cost reimbursements
|
|
3,445
|
|
|
3,624
|
|
|
(4.9
|
)%
|
||
Total Lodging net revenue
|
|
78,887
|
|
|
73,249
|
|
|
7.7
|
%
|
||
Lodging operating expense:
|
|
|
|
|
|
|
|||||
Labor and labor-related benefits
|
|
33,929
|
|
|
32,173
|
|
|
5.5
|
%
|
||
General and administrative
|
|
13,327
|
|
|
11,515
|
|
|
15.7
|
%
|
||
Other
|
|
22,892
|
|
|
20,180
|
|
|
13.4
|
%
|
||
|
|
70,148
|
|
|
63,868
|
|
|
9.8
|
%
|
||
Reimbursed payroll costs
|
|
3,445
|
|
|
3,624
|
|
|
(4.9
|
)%
|
||
Total Lodging operating expense
|
|
73,593
|
|
|
67,492
|
|
|
9.0
|
%
|
||
Lodging Reported EBITDA
|
|
$
|
5,294
|
|
|
$
|
5,757
|
|
|
(8.0
|
)%
|
|
|
|
|
|
|
|
|||||
Owned hotel statistics (1):
|
|
|
|
|
|
|
|||||
ADR
|
|
$
|
265.15
|
|
|
$
|
269.45
|
|
|
(1.6
|
)%
|
RevPAR
|
|
$
|
143.15
|
|
|
$
|
177.04
|
|
|
(19.1
|
)%
|
Managed condominium statistics:
|
|
|
|
|
|
|
|||||
ADR
|
|
$
|
404.14
|
|
|
$
|
407.11
|
|
|
(0.7
|
)%
|
RevPAR
|
|
$
|
144.85
|
|
|
$
|
145.76
|
|
|
(0.6
|
)%
|
Owned hotel and managed condominium statistics (combined):
|
|
|
|
|
|
|
|||||
ADR
|
|
$
|
371.45
|
|
|
$
|
372.43
|
|
|
(0.3
|
)%
|
RevPAR
|
|
$
|
144.56
|
|
|
$
|
150.61
|
|
|
(4.0
|
)%
|
|
|
|
|
|
|
|
|||||
|
|
Six Months Ended January 31,
|
|
Percentage
Increase
(Decrease)
|
|||||||
|
|
2020
|
|
2019
|
|
||||||
Lodging net revenue:
|
|
|
|
|
|
|
|||||
Owned hotel rooms
|
|
$
|
31,197
|
|
|
$
|
31,147
|
|
|
0.2
|
%
|
Managed condominium rooms
|
|
46,240
|
|
|
39,164
|
|
|
18.1
|
%
|
||
Dining
|
|
29,254
|
|
|
26,318
|
|
|
11.2
|
%
|
||
Transportation
|
|
10,076
|
|
|
10,196
|
|
|
(1.2
|
)%
|
||
Golf
|
|
10,543
|
|
|
9,459
|
|
|
11.5
|
%
|
||
Other
|
|
27,699
|
|
|
24,588
|
|
|
12.7
|
%
|
||
|
|
155,009
|
|
|
140,872
|
|
|
10.0
|
%
|
||
Payroll cost reimbursements
|
|
6,636
|
|
|
7,277
|
|
|
(8.8
|
)%
|
||
Total Lodging net revenue
|
|
161,645
|
|
|
148,149
|
|
|
9.1
|
%
|
||
Lodging operating expense:
|
|
|
|
|
|
|
|||||
Labor and labor-related benefits
|
|
71,544
|
|
|
65,624
|
|
|
9.0
|
%
|
||
General and administrative
|
|
23,713
|
|
|
21,191
|
|
|
11.9
|
%
|
||
Other
|
|
51,192
|
|
|
44,404
|
|
|
15.3
|
%
|
||
|
|
146,449
|
|
|
131,219
|
|
|
11.6
|
%
|
||
Reimbursed payroll costs
|
|
6,636
|
|
|
7,277
|
|
|
(8.8
|
)%
|
||
Total Lodging operating expense
|
|
153,085
|
|
|
138,496
|
|
|
10.5
|
%
|
||
Lodging Reported EBITDA
|
|
$
|
8,560
|
|
|
$
|
9,653
|
|
|
(11.3
|
)%
|
|
|
|
|
|
|
|
|||||
Owned hotel statistics(1):
|
|
|
|
|
|
|
|||||
ADR
|
|
$
|
247.92
|
|
|
$
|
245.76
|
|
|
0.9
|
%
|
RevPAR
|
|
$
|
155.22
|
|
|
$
|
167.47
|
|
|
(7.3
|
)%
|
Managed condominium statistics:
|
|
|
|
|
|
|
|||||
ADR
|
|
$
|
313.72
|
|
|
$
|
323.44
|
|
|
(3.0
|
)%
|
RevPAR
|
|
$
|
100.40
|
|
|
$
|
103.33
|
|
|
(2.8
|
)%
|
Owned hotel and managed condominium statistics (combined):
|
|
|
|
|
|
|
|||||
ADR
|
|
$
|
291.74
|
|
|
$
|
294.63
|
|
|
(1.0
|
)%
|
RevPAR
|
|
$
|
111.59
|
|
|
$
|
117.21
|
|
|
(4.8
|
)%
|
|
|
Three Months Ended January 31,
|
|
Percentage
Increase
(Decrease)
|
|||||||
|
|
2020
|
|
2019
|
|
||||||
Total Real Estate net revenue
|
|
$
|
206
|
|
|
$
|
256
|
|
|
(19.5
|
)%
|
Total Real Estate operating expense
|
|
1,505
|
|
|
1,389
|
|
|
8.4
|
%
|
||
Real Estate Reported EBITDA
|
|
$
|
(1,299
|
)
|
|
$
|
(1,133
|
)
|
|
(14.7
|
)%
|
|
|
Six Months Ended January 31,
|
|
Percentage
Increase
(Decrease)
|
|||||||
|
|
2020
|
|
2019
|
|
||||||
Total Real Estate net revenue
|
|
$
|
4,386
|
|
|
$
|
354
|
|
|
1,139.0
|
%
|
Real Estate operating expense:
|
|
|
|
|
|
|
|||||
Cost of sales (including sales commission)
|
|
3,932
|
|
|
—
|
|
|
nm
|
|
||
Other
|
|
2,866
|
|
|
2,759
|
|
|
3.9
|
%
|
||
Total Real Estate operating expense
|
|
6,798
|
|
|
2,759
|
|
|
146.4
|
%
|
||
Gain on sale of real property
|
|
207
|
|
|
—
|
|
|
nm
|
|
||
Real Estate Reported EBITDA
|
|
$
|
(2,205
|
)
|
|
$
|
(2,405
|
)
|
|
8.3
|
%
|
|
Three Months Ended
January 31, |
|
Increase (Decrease) |
|
Six Months Ended
January 31, |
Increase
(Decrease)
|
|||||||||||||||
|
2020
|
|
2019
|
|
|
2020
|
|
2019
|
|
||||||||||||
Depreciation and amortization
|
$
|
(63,812
|
)
|
|
$
|
(55,238
|
)
|
|
15.5
|
%
|
|
$
|
(121,657
|
)
|
|
$
|
(106,281
|
)
|
|
14.5
|
%
|
Foreign currency (loss) gain on intercompany loans
|
$
|
(798
|
)
|
|
$
|
450
|
|
|
(277.3
|
)%
|
|
$
|
(438
|
)
|
|
$
|
(1,861
|
)
|
|
76.5
|
%
|
Interest expense, net
|
$
|
(26,134
|
)
|
|
$
|
(21,002
|
)
|
|
24.4
|
%
|
|
$
|
(48,824
|
)
|
|
$
|
(39,640
|
)
|
|
23.2
|
%
|
Provision for income taxes
|
$
|
(67,313
|
)
|
|
$
|
(63,973
|
)
|
|
5.2
|
%
|
|
$
|
(20,750
|
)
|
|
$
|
(27,568
|
)
|
|
(24.7
|
)%
|
Effective tax rate expense
|
23.7
|
%
|
|
22.7
|
%
|
|
1.0 pts
|
|
|
16.2
|
%
|
|
20.4
|
%
|
|
(4.2 pts)
|
|
|
Three Months Ended January 31,
|
|
Six Months Ended January 31,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Net income attributable to Vail Resorts, Inc.
|
$
|
206,370
|
|
|
$
|
206,349
|
|
|
$
|
99,895
|
|
|
$
|
98,554
|
|
Net income attributable to noncontrolling interests
|
10,648
|
|
|
11,641
|
|
|
7,294
|
|
|
8,710
|
|
||||
Net income
|
217,018
|
|
|
217,990
|
|
|
107,189
|
|
|
107,264
|
|
||||
Provision for income taxes
|
67,313
|
|
|
63,973
|
|
|
20,750
|
|
|
27,568
|
|
||||
Income before provision for income taxes
|
284,331
|
|
|
281,963
|
|
|
127,939
|
|
|
134,832
|
|
||||
Depreciation and amortization
|
63,812
|
|
|
55,238
|
|
|
121,657
|
|
|
106,281
|
|
||||
Loss (gain) on disposal of fixed assets and other, net
|
709
|
|
|
(1,097
|
)
|
|
(1,558
|
)
|
|
(478
|
)
|
||||
Change in fair value of contingent consideration
|
1,600
|
|
|
700
|
|
|
2,736
|
|
|
1,900
|
|
||||
Investment income and other, net
|
(361
|
)
|
|
(507
|
)
|
|
(638
|
)
|
|
(970
|
)
|
||||
Foreign currency loss (gain) on intercompany loans
|
798
|
|
|
(450
|
)
|
|
438
|
|
|
1,861
|
|
||||
Interest expense, net
|
26,134
|
|
|
21,002
|
|
|
48,824
|
|
|
39,640
|
|
||||
Total Reported EBITDA
|
$
|
377,023
|
|
|
$
|
356,849
|
|
|
$
|
299,398
|
|
|
$
|
283,066
|
|
|
|
|
|
|
|
|
|
||||||||
Mountain Reported EBITDA
|
$
|
373,028
|
|
|
$
|
352,225
|
|
|
$
|
293,043
|
|
|
$
|
275,818
|
|
Lodging Reported EBITDA
|
5,294
|
|
|
5,757
|
|
|
8,560
|
|
|
9,653
|
|
||||
Resort Reported EBITDA
|
378,322
|
|
|
357,982
|
|
|
301,603
|
|
|
285,471
|
|
||||
Real Estate Reported EBITDA
|
(1,299
|
)
|
|
(1,133
|
)
|
|
(2,205
|
)
|
|
(2,405
|
)
|
||||
Total Reported EBITDA
|
$
|
377,023
|
|
|
$
|
356,849
|
|
|
$
|
299,398
|
|
|
$
|
283,066
|
|
|
|
January 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Long-term debt, net
|
|
$
|
1,817,058
|
|
|
$
|
1,345,262
|
|
Long-term debt due within one year
|
|
63,556
|
|
|
48,493
|
|
||
Total debt
|
|
1,880,614
|
|
|
1,393,755
|
|
||
Less: cash and cash equivalents
|
|
126,793
|
|
|
158,561
|
|
||
Net Debt
|
|
$
|
1,753,821
|
|
|
$
|
1,235,194
|
|
|
Six Months Ended January 31,
|
||||||
|
2020
|
|
2019
|
||||
Net cash provided by operating activities
|
$
|
537,689
|
|
|
$
|
506,181
|
|
Net cash used in investing activities
|
$
|
(445,746
|
)
|
|
$
|
(404,324
|
)
|
Net cash used in financing activities
|
$
|
(69,836
|
)
|
|
$
|
(105,011
|
)
|
•
|
prolonged weakness in general economic conditions, including adverse effects on the overall travel and leisure related industries;
|
•
|
willingness or ability of our guests to travel due to terrorism, the uncertainty of military conflicts or outbreaks of contagious diseases (such as the current outbreak of coronavirus), and the cost and availability of travel options and changing consumer preferences;
|
•
|
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;
|
•
|
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.
|
|
Six Months Ended January 31,
|
||||||
|
2020
|
|
2019
|
||||
Foreign currency translation adjustments, net of tax
|
$
|
(9,025
|
)
|
|
$
|
(14,773
|
)
|
Foreign currency loss on intercompany loans
|
$
|
(438
|
)
|
|
$
|
(1,861
|
)
|
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: March 9, 2020
|
By:
|
/s/ Michael Z. Barkin
|
|
|
Michael Z. Barkin
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
Date: March 9, 2020
|
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
|
Additional Definitions
|
2.3
|
CDOR Discontinuation
|
(1)
|
If the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrowers or the Majority Lenders notify the Administrative Agent that the Borrower or Majority Lenders (as applicable) have determined that:
|
(a)
|
adequate and reasonable means do not exist for ascertaining CDOR (including, in all references within this Section 3.07, the BA Discount Rate), including because the Reuters Screen CDOR Page is not available or published on a current basis for the applicable Interest Period, and such circumstances are unlikely to be temporary;
|
(b)
|
the administrator of CDOR or a Governmental Authority having jurisdiction has made a public statement identifying a specific date after which CDOR will permanently or indefinitely cease to be made available or permitted to be used for determining the interest rate of loans;
|
(c)
|
a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which CDOR shall no longer be permitted to be used for determining the interest rate of loans (each such specific date in paragraph (b) above and in this paragraph (c) a “CDOR Scheduled Unavailability Date”); or
|
(d)
|
syndicated loans currently being executed, or that include language similar to that contained in this Section 3.07(1), are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace CDOR,
|
(2)
|
If no CDOR Successor Rate has been determined and the circumstances under Section 3.07(1)(a) above exist or a CDOR Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrowers and each Lender. Thereafter, (i) the obligation of the Lenders to make or maintain Bankers’ Acceptances and BA Equivalent Notes, shall be suspended (to the extent of the affected Bankers’ Acceptances, BA Equivalent Notes, or Interest Periods) and (ii) CDOR shall no longer be utilized as a component in determining the Canadian Prime Rates. Upon receipt of such notice, a Borrower may revoke any pending request for an Advance of, conversion to or rollover of Bankers’ Acceptances or BA Equivalent Notes (to the extent of the affected Bankers’ Acceptances, BA Equivalent Notes, or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Canadian Prime Rate Advance (subject to the foregoing clause (ii)) in the amount specified therein.
|
(3)
|
Notwithstanding anything else herein, any definition of the CDOR Successor Rate (exclusive of any margin) shall provide that in no event shall such CDOR Successor Rate be less than zero for the purposes of this Agreement.”
|
2.4
|
LIBOR Discontinuation
|
(1)
|
If the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrowers or the Majority Lenders notify the Administrative Agent that the Borrower or Majority Lenders (as applicable) have determined that:
|
(a)
|
adequate and reasonable means do not exist for ascertaining the LIBOR Rate, including because the “LIBOR01 Page” of the Reuters Money Rates Service (or any successor source from time to time for such rate) (the “LIBOR Screen Rate”) is not available or published on a current basis for an Advance in the applicable currency or for the applicable Interest Period and such circumstances are unlikely to be temporary;
|
(b)
|
the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the administrator of the LIBOR Screen Rate has made a public statement identifying a specific date after which the LIBOR Screen Rate will permanently or indefinitely cease to be made available or permitted to be used for determining the interest rate of loans;
|
(c)
|
a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Rate or the LIBOR Screen Rate shall no longer be permitted to be used for determining the interest rate of loans (each such specific date in paragraph (b) above and in this paragraph (c) a “LIBOR Scheduled Unavailability Date”); or
|
(d)
|
syndicated loans currently being executed, or that include language similar to that contained in this Section 3.08(1), are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the LIBOR Rate,
|
(2)
|
If no LIBO Successor Rate has been determined and the circumstances under Section 3.08(1)(a) above exist or a LIBOR Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrowers and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Advances shall be suspended (to the extent of the affected LIBOR Advances or Interest Periods). Upon receipt of such notice, a Borrower may revoke any pending request for an Advance of, conversion to or rollover of LIBOR Advances (to the extent of the affected LIBOR Advances or Interest Periods) or, failing that, will be deemed to have converted such request into a request for U.S. Base Rate Advances in the amount specified therein.
|
(3)
|
Notwithstanding anything else herein, any definition of the LIBO Successor Rate (exclusive of any margin) shall provide that in no event shall such LIBO Successor Rate be less than zero for the purposes of this Agreement.”
|
2.5
|
Qualified Financial Contract
|
(a)
|
In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States.
|
(b)
|
In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Credit Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Credit Documents were governed by the laws of the United States or a state of the United States.
|
(c)
|
“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.
|
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
|
(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 (i) conflict with or result in a breach of any of the material terms, conditions or provisions of (a) its partnership agreement or other constating documents, as applicable, or by laws, (b) any Law, (c) any Material Agreement or Material Permit, or (d) any judgment, injunction, determination or award which is binding on it; or (ii) result in, require or permit (x) the imposition of any Encumbrance in, on or with respect to the Assets now owned or hereafter acquired by it (other than pursuant to the Security Documents or which is a Permitted Encumbrance), (y) the acceleration of the maturity of any material Debt binding on or affecting it, or (z) any third party to terminate or acquire any rights materially adverse to Parent GP or the applicable Loan Party under any Material Agreement.
|
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, on behalf of the Lenders, payment in full from the Borrowers of all fees relating to the Amendment;
|
(c)
|
each of the Borrowers shall have delivered to the Administrative Agent evidence of the corporate or partnership authority of each such party to execute, deliver and perform its obligations under the Amendment, and, as applicable, all other agreements and documents executed by such party in connection therewith, all in form and substance satisfactory to the Administrative Agent and the Lenders;
|
(d)
|
no Default or Event of Default shall have occurred and be continuing; and
|
(e)
|
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 Barkin
|
|
|
|
|
Name: Michael Barkin
|
|
|
|
|
Title: CFO and EVP
|
|
|
BLACKCOMB SKIING ENTERPRISES LIMITED PARTNERSHIP, by its general partner, WHISTLER BLACKCOMB HOLDINGS INC., as Borrower
|
||
|
|
|
By:
|
/s/ Michael Barkin
|
|
|
|
|
Name: Michael Barkin
Title: CFO and EVP
|
|
|
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
|
|
|
|
|
Vice President
|
|
|
|
|
|
|
|
BANK OF MONTREAL, as Lender
|
||
|
|
|
By:
|
/s/ Doug Mills
|
|
|
|
|
Doug Mills
|
|
|
|
|
Managing Director - Corporate Finance Division
|
|
|
|
|
|
|
|
|
By:
|
/s/ Tony Chong
|
|
|
|
|
Tony Chong
|
|
|
|
|
Director - Corporate Finance Division
|
|
|
|
|
|
|
|
WELLS FARGO BANK, N.A., CANADIAN BRANCH, as Lender
|
||
|
|
|
By:
|
/s/ Andre-Gilles Charbonneau
|
|
|
|
|
Andre-Gilles Charbonneau
|
|
|
|
|
Vice President
|
|
|
|
|
Wells Fargo Commercial Banking
|
|
|
|
|
|
|
|
ROYAL BANK OF CANADA, as Lender
|
||
|
|
|
By:
|
/s/ Jenny J. Wang
|
|
|
|
|
Jenny J. Wang
|
|
|
|
|
Vice President
|
|
|
|
|
|
|
|
CANADIAN IMPERIAL BANK OF COMMERCE, as Lender
|
||
|
|
|
By:
|
/s/ Zee Noorani
|
|
|
|
|
Zee Noorani
|
|
|
|
|
Authorized Signatory
|
|
|
|
|
|
|
|
|
By:
|
/s/ Thomas MacGregor
|
|
|
|
|
Thomas MacGregor
|
|
|
|
|
Authorized Signatory
|
|
|
|
|
|
|
|
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/ Doug Remington
|
|
|
|
|
Doug Remington
|
|
|
|
|
Vice President
|
|
|
|
|
|
|
|
|
By:
|
/s/ Hai Pham
|
|
|
|
|
Hai Pham
|
|
|
|
|
Assistant Vice President - Corporate Banking
|
|
|
WHISTLER MOUNTAIN RESORT LIMITED PARTNERSHIP, by its general partner, WHISTLER BLACKCOMB HOLDINGS INC., as Guarantor
|
||
|
|
|
By:
|
/s/ Michael Barkin
|
|
|
|
|
Name: Michael Barkin
Title: CFO and EVP
|
|
|
BLACKCOMB SKIING ENTERPRISES LIMITED PARTNERSHIP, by its general partner, WHISTLER BLACKCOMB HOLDINGS INC., as Guarantor
|
||
|
|
|
By:
|
/s/ Michael Barkin
|
|
|
|
|
Name: Michael Barkin
Title: CFO and EVP
|
|
|
WHISTLER BLACKCOMB HOLDINGS INC., as Guarantor
|
||
|
|
|
By:
|
/s/ Michael Barkin
|
|
|
|
|
Name: Michael Barkin
Title: CFO and EVP
|
|
|
WHISTLER & BLACKCOMB MOUNTAIN RESORTS LIMITED, as Guarantor
|
||
|
|
|
By:
|
/s/ Michael Barkin
|
|
|
|
|
Name: Michael Barkin
Title: CFO and EVP
|
|
|
PEAK TO CREEK LODGING COMPANY LTD., as Guarantor
|
||
|
|
|
By:
|
/s/ Michael Barkin
|
|
|
|
|
Name: Michael Barkin
Title: CFO and EVP
|
|
|
BLACKCOMB MOUNTAIN DEVELOPMENT LTD., as Guarantor
|
||
|
|
|
By:
|
/s/ Michael Barkin
|
|
|
|
|
Name: Michael Barkin
Title: CFO and EVP
|
|
|
GARIBALDI LIFTS LTD., as Guarantor
|
||
|
|
|
By:
|
/s/ Michael Barkin
|
|
|
|
|
Name: Michael Barkin
Title: CFO and EVP
|
|
|
WHISTLER BLACKCOMB EMPLOYMENT CORP., as Guarantor
|
||
|
|
|
By:
|
/s/ Michael Barkin
|
|
|
|
|
Name: Michael Barkin
Title: CFO and EVP
|
|
|
WHISTLER/BLACKCOMB MOUNTAIN EMPLOYEE HOUSING LTD., as Guarantor
|
||
|
|
|
By:
|
/s/ Michael Barkin
|
|
|
|
|
Name: Michael Barkin
Title: CFO and EVP
|
|
|
WHISTLER SKI SCHOOL LTD., as Guarantor
|
||
|
|
|
By:
|
/s/ Michael Barkin
|
|
|
|
|
Name: Michael Barkin
Title: CFO and EVP
|
|
|
CRANKWORX EVENTS INC., as Guarantor
|
||
|
|
|
By:
|
/s/ Michael Barkin
|
|
|
|
|
Name: Michael Barkin
Title: CFO and EVP
|
|
|
WHISTLER HELI-SKIING LTD., as Guarantor
|
||
|
|
|
By:
|
/s/ Michael Barkin
|
|
|
|
|
Name: Michael Barkin
Title: CFO and EVP
|
|
|
PEAK TO CREEK HOLDINGS CORP., as Guarantor
|
||
|
|
|
By:
|
/s/ Michael Barkin
|
|
|
|
|
Name: Michael Barkin
Title: CFO and EVP
|
|
|
WB LAND INC., as Guarantor
|
||
|
|
|
By:
|
/s/ Michael Barkin
|
|
|
|
|
Name: Michael Barkin
Title: CFO and EVP
|
|
|
WHISTLER BLACKCOMB GENERAL PARTNER LTD., as Guarantor
|
||
|
|
|
By:
|
/s/ Michael Barkin
|
|
|
|
|
Name: Michael Barkin
Title: CFO and EVP
|
|
|
WB/T DEVELOPMENT LTD., as Guarantor
|
||
|
|
|
By:
|
/s/ Michael Barkin
|
|
|
|
|
Name: Michael Barkin
Title: CFO and EVP
|
|
|
BLACKCOMB SKIING ENTERPRISES LTD., as Guarantor
|
||
|
|
|
By:
|
/s/ Michael Barkin
|
|
|
|
|
Name: Michael Barkin
Title: CFO and EVP
|
|
|
AFFINITY SNOWSPORTS INC., as Guarantor
|
||
|
|
|
By:
|
/s/ Michael Barkin
|
|
|
|
|
Name: Michael Barkin
Title: CFO and EVP
|
|
|
WHISTLER ALPINE CLUB INC., as Guarantor
|
||
|
|
|
By:
|
/s/ Michael Barkin
|
|
|
|
|
Name: Michael Barkin
Title: CFO and EVP
|
|
|
WB LAND (CREEKSIDE SNOW SCHOOL) INC., as Guarantor
|
||
|
|
|
By:
|
/s/ Michael Barkin
|
|
|
|
|
Name: Michael Barkin
Title: CFO and EVP
|
|
|
1016563 B.C. LTD., as Guarantor
|
||
|
|
|
By:
|
/s/ Michael Barkin
|
|
|
|
|
Name: Michael Barkin
Title: CFO and EVP
|
|
|
SUMMIT SKI LIMITED, as Guarantor
|
||
|
|
|
By:
|
/s/ Michael Barkin
|
|
|
|
|
Name: Michael Barkin
Title: CFO and EVP
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Vail Resorts, Inc.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: March 9, 2020
|
|
|
/s/ ROBERT A. KATZ
|
|
Robert A. Katz
|
|
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Vail Resorts, Inc.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: March 9, 2020
|
|
|
/s/ MICHAEL Z. BARKIN
|
|
Michael Z. Barkin
|
|
Executive Vice President and Chief Financial Officer
|
Date: March 9, 2020
|
|
|
/s/ ROBERT A. KATZ
|
|
Robert A. Katz
|
|
Chief Executive Officer
|
Date: March 9, 2020
|
|
|
/s/ MICHAEL Z. BARKIN
|
|
Michael Z. Barkin
|
|
Executive Vice President and Chief Financial Officer
|