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Price
Yield
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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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51-0291762
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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390 Interlocken Crescent
Broomfield, Colorado
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80021
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(Address of Principal Executive Offices)
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(Zip Code)
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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PART I
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FINANCIAL INFORMATION
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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PART II
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OTHER INFORMATION
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Item 1.
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Item 1A.
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Item 2.
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||
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Item 3.
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||
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Item 4.
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||
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Item 5.
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||
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Item 6.
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April 30, 2014
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July 31, 2013
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April 30, 2013
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Assets
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||||||
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Current assets:
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Cash and cash equivalents
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$
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307,431
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$
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138,604
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$
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237,735
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Restricted cash
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13,057
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12,624
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11,991
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|||
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Trade receivables, net
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79,815
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79,037
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73,733
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|||
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Inventories, net
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60,409
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68,318
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61,201
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|||
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Other current assets
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58,696
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44,886
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50,478
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|||
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Total current assets
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519,408
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343,469
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435,138
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Property, plant and equipment, net (Note 6)
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1,164,387
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1,169,288
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1,039,907
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Real estate held for sale and investment
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170,818
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195,230
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201,861
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|||
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Goodwill, net
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378,220
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381,699
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271,855
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|||
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Intangible assets, net
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118,507
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121,344
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92,039
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|||
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Other assets
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97,104
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97,267
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38,869
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|||
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Total assets
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$
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2,448,444
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$
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2,308,297
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$
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2,079,669
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Liabilities and Stockholders’ Equity
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Current liabilities:
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Accounts payable and accrued liabilities (Note 6)
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$
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264,777
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$
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269,519
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$
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246,352
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Income taxes payable
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39,043
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42,822
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13,173
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|||
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Long-term debt due within one year (Note 4)
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879
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994
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518
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|||
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Total current liabilities
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304,699
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313,335
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260,043
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Long-term debt (Note 4)
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799,223
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795,928
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489,240
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|||
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Other long-term liabilities (Note 6)
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239,934
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242,906
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226,145
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Deferred income taxes
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183,473
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118,259
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201,511
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Commitments and contingencies (Note 9)
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Stockholders’ equity:
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||||||
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Preferred stock, $0.01 par value, 25,000,000 shares authorized, no shares issued and outstanding
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—
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—
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—
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Common stock, $0.01 par value, 100,000,000 shares authorized, 41,129,041, 40,903,731 and 40,861,919 shares issued, respectively
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411
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409
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409
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|||
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Additional paid-in capital
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608,153
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598,675
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596,167
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|||
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Accumulated other comprehensive loss
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(101
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)
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(67
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)
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(4
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)
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Retained earnings
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491,878
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418,043
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485,368
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Treasury stock, at cost, 4,949,111 shares (Note 11)
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(193,192
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(193,192
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(193,192
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)
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Total Vail Resorts, Inc. stockholders’ equity
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907,149
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823,868
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888,748
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Noncontrolling interests
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13,966
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14,001
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13,982
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Total stockholders’ equity (Note 2)
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921,115
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837,869
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902,730
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Total liabilities and stockholders’ equity
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$
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2,448,444
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$
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2,308,297
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$
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2,079,669
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Three Months Ended April 30,
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Nine Months Ended April 30,
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2014
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2013
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2014
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2013
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Net revenue:
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Mountain
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$
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460,587
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$
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402,017
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$
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909,574
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$
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815,670
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Lodging
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66,293
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53,834
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179,694
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152,885
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Real estate
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16,167
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13,840
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29,890
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39,937
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||||
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Total net revenue
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543,047
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469,691
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1,119,158
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1,008,492
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Segment operating expense (exclusive of depreciation and amortization shown separately below):
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Mountain
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233,301
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207,953
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601,587
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536,498
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||||
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Lodging
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53,182
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45,446
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163,346
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142,055
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Real estate
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18,445
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16,996
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35,682
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49,349
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||||
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Total segment operating expense
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304,928
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270,395
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800,615
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727,902
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Other operating expense:
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||||||||
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Depreciation and amortization
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(35,588
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)
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(33,730
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)
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(105,948
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)
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(98,827
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)
|
||||
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Gain (loss) on disposal of fixed assets, net
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634
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(224
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)
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(839
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)
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(757
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)
|
||||
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Income from operations
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203,165
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165,342
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211,756
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181,006
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|
||||
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Mountain equity investment income, net
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665
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266
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1,282
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|
799
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|
||||
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Investment income, net
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124
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153
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|
|
289
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|
|
306
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|
||||
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Interest expense
|
(16,408
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)
|
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(8,359
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)
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(48,745
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)
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(25,268
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)
|
||||
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Income before provision for income taxes
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187,546
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157,402
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|
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164,582
|
|
|
156,843
|
|
||||
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Provision for income taxes
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(69,680
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)
|
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(59,814
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)
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(60,953
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)
|
|
(59,329
|
)
|
||||
|
Net income
|
117,866
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|
|
97,588
|
|
|
103,629
|
|
|
97,514
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|
||||
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Net loss attributable to noncontrolling interests
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80
|
|
|
52
|
|
|
204
|
|
|
97
|
|
||||
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Net income attributable to Vail Resorts, Inc.
|
$
|
117,946
|
|
|
$
|
97,640
|
|
|
$
|
103,833
|
|
|
$
|
97,611
|
|
|
Per share amounts (Note 3):
|
|
|
|
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|
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|
||||||||
|
Basic net income per share attributable to Vail Resorts, Inc.
|
$
|
3.26
|
|
|
$
|
2.72
|
|
|
$
|
2.88
|
|
|
$
|
2.72
|
|
|
Diluted net income per share attributable to Vail Resorts, Inc.
|
$
|
3.18
|
|
|
$
|
2.66
|
|
|
$
|
2.80
|
|
|
$
|
2.66
|
|
|
Cash dividends declared per share
|
$
|
0.4150
|
|
|
$
|
0.2075
|
|
|
$
|
0.8300
|
|
|
$
|
0.5825
|
|
|
|
|
Three Months Ended April 30,
|
|
Nine Months Ended April 30,
|
||||||||||||
|
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
Net income
|
|
$
|
117,866
|
|
|
$
|
97,588
|
|
|
$
|
103,629
|
|
|
$
|
97,514
|
|
|
Foreign currency translation adjustments, net of tax
|
|
85
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|
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(202
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)
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(34
|
)
|
|
251
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|
||||
|
Comprehensive income
|
|
117,951
|
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|
97,386
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|
103,595
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|
|
97,765
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|
||||
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Comprehensive loss attributable to noncontrolling interests
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80
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|
|
52
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|
|
204
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|
|
97
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|
||||
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Comprehensive income attributable to Vail Resorts, Inc.
|
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$
|
118,031
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|
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$
|
97,438
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|
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$
|
103,799
|
|
|
$
|
97,862
|
|
|
|
|
Nine Months Ended April 30,
|
||||||
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|
|
2014
|
|
2013
|
||||
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Cash flows from operating activities:
|
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|
||||
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Net income
|
|
$
|
103,629
|
|
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$
|
97,514
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
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Depreciation and amortization
|
|
105,948
|
|
|
98,827
|
|
||
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Cost of real estate sales
|
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22,635
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|
|
30,282
|
|
||
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Stock-based compensation expense
|
|
10,539
|
|
|
9,544
|
|
||
|
Deferred income taxes, net
|
|
60,953
|
|
|
59,329
|
|
||
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Other non-cash income, net
|
|
(2,423
|
)
|
|
(5,697
|
)
|
||
|
Changes in assets and liabilities:
|
|
|
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|
||||
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Trade receivables, net
|
|
(822
|
)
|
|
(7,354
|
)
|
||
|
Inventories, net
|
|
8,089
|
|
|
5,944
|
|
||
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Investments in real estate
|
|
(601
|
)
|
|
(1,662
|
)
|
||
|
Accounts payable and accrued liabilities
|
|
326
|
|
|
12,231
|
|
||
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Other assets and liabilities, net
|
|
(2,076
|
)
|
|
(7,613
|
)
|
||
|
Net cash provided by operating activities
|
|
306,197
|
|
|
291,345
|
|
||
|
Cash flows from investing activities:
|
|
|
|
|
||||
|
Capital expenditures
|
|
(108,100
|
)
|
|
(65,461
|
)
|
||
|
Acquisition of businesses
|
|
—
|
|
|
(19,958
|
)
|
||
|
Other investing activities, net
|
|
920
|
|
|
861
|
|
||
|
Net cash used in investing activities
|
|
(107,180
|
)
|
|
(84,558
|
)
|
||
|
Cash flows from financing activities:
|
|
|
|
|
||||
|
Proceeds from borrowings under long-term debt
|
|
—
|
|
|
96,000
|
|
||
|
Payments of long-term debt
|
|
(977
|
)
|
|
(96,989
|
)
|
||
|
Dividends paid
|
|
(29,998
|
)
|
|
(20,905
|
)
|
||
|
Other financing activities, net
|
|
732
|
|
|
6,778
|
|
||
|
Net cash used in financing activities
|
|
(30,243
|
)
|
|
(15,116
|
)
|
||
|
Effect of exchange rate changes on cash and cash equivalents
|
|
53
|
|
|
11
|
|
||
|
Net increase in cash and cash equivalents
|
|
168,827
|
|
|
191,682
|
|
||
|
Cash and cash equivalents:
|
|
|
|
|
||||
|
Beginning of period
|
|
138,604
|
|
|
46,053
|
|
||
|
End of period
|
|
$
|
307,431
|
|
|
$
|
237,735
|
|
|
1.
|
Organization and Business
|
|
2.
|
Summary of Significant Accounting Policies
|
|
|
|
For the Nine Months Ended April 30,
|
||||||||||||||||||||||
|
|
|
2014
|
|
2013
|
||||||||||||||||||||
|
|
|
Vail Resorts
Stockholders’
Equity
|
|
Noncontrolling
Interests
|
|
Total
Stockholders' Equity
|
|
Vail Resorts
Stockholders’
Equity
|
|
Noncontrolling
Interests
|
|
Total
Stockholders' Equity
|
||||||||||||
|
Balance, beginning of period
|
|
$
|
823,868
|
|
|
$
|
14,001
|
|
|
$
|
837,869
|
|
|
$
|
802,311
|
|
|
$
|
14,017
|
|
|
$
|
816,328
|
|
|
Net income (loss)
|
|
103,833
|
|
|
(204
|
)
|
|
103,629
|
|
|
97,611
|
|
|
(97
|
)
|
|
97,514
|
|
||||||
|
Stock-based compensation expense
|
|
10,539
|
|
|
—
|
|
|
10,539
|
|
|
9,544
|
|
|
—
|
|
|
9,544
|
|
||||||
|
Issuance of shares under share award plans, net of shares withheld for taxes
|
|
(4,797
|
)
|
|
—
|
|
|
(4,797
|
)
|
|
(3,832
|
)
|
|
—
|
|
|
(3,832
|
)
|
||||||
|
Tax benefit from share award plans
|
|
3,738
|
|
|
—
|
|
|
3,738
|
|
|
3,768
|
|
|
—
|
|
|
3,768
|
|
||||||
|
Cash dividends paid on common stock
|
|
(29,998
|
)
|
|
—
|
|
|
(29,998
|
)
|
|
(20,905
|
)
|
|
—
|
|
|
(20,905
|
)
|
||||||
|
Contributions from noncontrolling interests, net
|
|
—
|
|
|
169
|
|
|
169
|
|
|
—
|
|
|
62
|
|
|
62
|
|
||||||
|
Foreign currency translation adjustments, net of tax
|
|
(34
|
)
|
|
—
|
|
|
(34
|
)
|
|
251
|
|
|
—
|
|
|
251
|
|
||||||
|
Balance, end of period
|
|
$
|
907,149
|
|
|
$
|
13,966
|
|
|
$
|
921,115
|
|
|
$
|
888,748
|
|
|
$
|
13,982
|
|
|
$
|
902,730
|
|
|
|
|
April 30, 2014
|
||||||
|
|
|
Carrying
Value
|
|
Fair
Value
|
||||
|
6.50% Notes
|
|
$
|
390,000
|
|
|
$
|
409,988
|
|
|
Canyons obligation
|
|
$
|
310,472
|
|
|
$
|
310,472
|
|
|
Industrial Development Bonds
|
|
$
|
41,200
|
|
|
$
|
47,286
|
|
|
Other long-term debt
|
|
$
|
5,855
|
|
|
$
|
6,366
|
|
|
3.
|
Net Income Per Common Share
|
|
|
|
Three Months Ended April 30,
|
||||||||||||||
|
|
|
2014
|
|
2013
|
||||||||||||
|
|
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||
|
Net income per share:
|
|
|
|
|
|
|
|
|
||||||||
|
Net income attributable to Vail Resorts
|
|
$
|
117,946
|
|
|
$
|
117,946
|
|
|
$
|
97,640
|
|
|
$
|
97,640
|
|
|
Weighted-average shares outstanding
|
|
36,159
|
|
|
36,159
|
|
|
35,911
|
|
|
35,911
|
|
||||
|
Effect of dilutive securities
|
|
—
|
|
|
895
|
|
|
—
|
|
|
863
|
|
||||
|
Total shares
|
|
36,159
|
|
|
37,054
|
|
|
35,911
|
|
|
36,774
|
|
||||
|
Net income per share attributable to Vail Resorts
|
|
$
|
3.26
|
|
|
$
|
3.18
|
|
|
$
|
2.72
|
|
|
$
|
2.66
|
|
|
|
|
Nine Months Ended April 30,
|
||||||||||||||
|
|
|
2014
|
|
2013
|
||||||||||||
|
|
|
Basic
|
|
Diluted
|
|
Basic
|
|
Diluted
|
||||||||
|
Net income per share:
|
|
|
|
|
|
|
|
|
||||||||
|
Net income attributable to Vail Resorts
|
|
$
|
103,833
|
|
|
$
|
103,833
|
|
|
$
|
97,611
|
|
|
$
|
97,611
|
|
|
Weighted-average shares outstanding
|
|
36,105
|
|
|
36,105
|
|
|
35,835
|
|
|
35,835
|
|
||||
|
Effect of dilutive securities
|
|
—
|
|
|
920
|
|
|
—
|
|
|
846
|
|
||||
|
Total shares
|
|
36,105
|
|
|
37,025
|
|
|
35,835
|
|
|
36,681
|
|
||||
|
Net income per share attributable to Vail Resorts
|
|
$
|
2.88
|
|
|
$
|
2.80
|
|
|
$
|
2.72
|
|
|
$
|
2.66
|
|
|
4.
|
|
|
|
|
Maturity (a)
|
|
April 30, 2014
|
|
July 31, 2013
|
|
April 30, 2013
|
||||||
|
Credit Facility Revolver (b)
|
|
2019
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Industrial Development Bonds
|
|
2020
|
|
41,200
|
|
|
41,200
|
|
|
41,200
|
|
|||
|
Employee Housing Bonds
|
|
2027-2039
|
|
52,575
|
|
|
52,575
|
|
|
52,575
|
|
|||
|
6.50% Notes (c)
|
|
2019
|
|
390,000
|
|
|
390,000
|
|
|
390,000
|
|
|||
|
Canyons obligation (d)
|
|
2063
|
|
310,472
|
|
|
306,320
|
|
|
—
|
|
|||
|
Other
|
|
2014-2029
|
|
5,855
|
|
|
6,827
|
|
|
5,983
|
|
|||
|
Total debt
|
|
|
|
800,102
|
|
|
796,922
|
|
|
489,758
|
|
|||
|
Less: Current maturities (e)
|
|
|
|
879
|
|
|
994
|
|
|
518
|
|
|||
|
Long-term debt
|
|
|
|
$
|
799,223
|
|
|
$
|
795,928
|
|
|
$
|
489,240
|
|
|
(a)
|
Maturities are based on the Company’s July 31 fiscal year end.
|
|
(b)
|
On March 13, 2014, The Vail Corporation, a wholly-owned subsidiary of the Company, amended and restated its senior credit facility. As part of this amendment and restatement, Vail Holdings, Inc. (“VHI”), a wholly-owned subsidiary of the Company, assumed the rights and obligations of The Vail Corporation, the former borrower under the senior credit facility. The Company continues to be a guarantor under the amended credit facility.
|
|
(c)
|
On
June 5, 2014
, the Company submitted a redemption notice to the trustee for its 6.50% Notes to redeem
$175.0 million
of the 6.50% Notes. The redemption price for the notes is
104.875%
, plus accrued and unpaid interest to the redemption date of
July 7, 2014
. As a result, the Company expects to incur an early redemption premium of
4.875%
, or approximately
$8.5 million
, for the portion of the principal redeemed, which will be recorded, along with a write-off of approximately
$2.3 million
of unamortized debt issuance costs, as a loss on extinguishment of debt in the year ending July 31, 2014. Upon completion of the partial redemption,
$215.0 million
of the 6.50% Notes will remain outstanding.
|
|
(d)
|
On May 24, 2013, VR CPC Holdings, Inc. (“VR CPC”), a wholly-owned subsidiary of the Company, entered into a transaction agreement (the "Transaction Agreement") with affiliate companies of Talisker Corporation ("Talisker") pursuant to which the parties entered into a master lease agreement (the "Lease") and certain ancillary transaction documents on
May 29, 2013
related to the Canyons mountain resort (see Note 5, Acquisitions). The obligation at April 30, 2014 represents future fixed lease payments for the remaining initial lease term of
50 years
(including annual increases at the floor of 2%) discounted using an interest rate of
10%
, and includes accumulated accreted interest expense of
$5.1 million
.
|
|
(e)
|
Current maturities represent principal payments due in the next 12 months.
|
|
|
Total
|
||
|
2014
|
$
|
21
|
|
|
2015
|
867
|
|
|
|
2016
|
266
|
|
|
|
2017
|
270
|
|
|
|
2018
|
271
|
|
|
|
Thereafter
|
798,407
|
|
|
|
Total debt
|
$
|
800,102
|
|
|
|
|
||
|
5.
|
Acquisitions
|
|
|
Estimates of Fair Value at Effective Date of Transaction
|
||
|
Accounts receivable
|
$
|
2,187
|
|
|
Other current assets
|
1,698
|
|
|
|
Property, plant and equipment
|
5,475
|
|
|
|
Property, plant and equipment (under capital lease)
|
127,885
|
|
|
|
Deferred income tax assets, net
|
11,869
|
|
|
|
Intangible assets
|
30,700
|
|
|
|
Park City Mountain Resort ("PCMR") deposit
|
57,800
|
|
|
|
Goodwill
|
106,414
|
|
|
|
Total identifiable assets acquired
|
$
|
344,028
|
|
|
Accounts payable and accrued liabilities
|
$
|
6,699
|
|
|
Deferred revenue
|
1,134
|
|
|
|
Other liabilities
|
21,766
|
|
|
|
Canyons obligation
|
305,329
|
|
|
|
Contingent Consideration
|
9,100
|
|
|
|
Total liabilities assumed
|
$
|
344,028
|
|
|
|
|
Three Months Ended
April 30,
|
|
Nine Months Ended
April 30,
|
||||
|
|
|
2013
|
|
2013
|
||||
|
Pro forma net revenue
|
|
$
|
498,477
|
|
|
$
|
1,059,125
|
|
|
Pro forma net income attributable to Vail Resorts, Inc.
|
|
$
|
96,499
|
|
|
$
|
80,107
|
|
|
Pro forma basic net income per share attributable to Vail Resorts, Inc.
|
|
$
|
2.69
|
|
|
$
|
2.24
|
|
|
Pro forma diluted net income per share attributable to Vail Resorts, Inc.
|
|
$
|
2.62
|
|
|
$
|
2.18
|
|
|
6.
|
Supplementary Balance Sheet Information
|
|
|
|
April 30, 2014
|
|
July 31, 2013
|
|
April 30, 2013
|
||||||
|
Land and land improvements
|
|
$
|
350,674
|
|
|
$
|
343,982
|
|
|
$
|
295,559
|
|
|
Buildings and building improvements
|
|
908,829
|
|
|
884,307
|
|
|
852,483
|
|
|||
|
Machinery and equipment
|
|
701,825
|
|
|
646,102
|
|
|
599,199
|
|
|||
|
Furniture and fixtures
|
|
273,202
|
|
|
259,693
|
|
|
254,671
|
|
|||
|
Software
|
|
99,958
|
|
|
92,553
|
|
|
91,987
|
|
|||
|
Vehicles
|
|
55,324
|
|
|
49,356
|
|
|
48,592
|
|
|||
|
Construction in progress
|
|
19,453
|
|
|
49,102
|
|
|
27,273
|
|
|||
|
Gross property, plant and equipment
|
|
2,409,265
|
|
|
2,325,095
|
|
|
2,169,764
|
|
|||
|
Accumulated depreciation
|
|
(1,244,878
|
)
|
|
(1,155,807
|
)
|
|
(1,129,857
|
)
|
|||
|
Property, plant and equipment, net
|
|
$
|
1,164,387
|
|
|
$
|
1,169,288
|
|
|
$
|
1,039,907
|
|
|
|
|
April 30, 2014
|
|
July 31, 2013
|
|
April 30, 2013
|
||||||
|
Trade payables
|
|
$
|
48,406
|
|
|
$
|
61,364
|
|
|
$
|
59,515
|
|
|
Deferred revenue
|
|
93,135
|
|
|
93,759
|
|
|
81,092
|
|
|||
|
Accrued salaries, wages and deferred compensation
|
|
35,221
|
|
|
27,946
|
|
|
28,563
|
|
|||
|
Accrued benefits
|
|
25,468
|
|
|
19,787
|
|
|
24,002
|
|
|||
|
Deposits
|
|
17,772
|
|
|
14,331
|
|
|
12,173
|
|
|||
|
Accrued interest
|
|
13,549
|
|
|
8,018
|
|
|
13,543
|
|
|||
|
Other accruals
|
|
31,226
|
|
|
44,314
|
|
|
27,464
|
|
|||
|
Total accounts payable and accrued liabilities
|
|
$
|
264,777
|
|
|
$
|
269,519
|
|
|
$
|
246,352
|
|
|
|
|
April 30, 2014
|
|
July 31, 2013
|
|
April 30, 2013
|
||||||
|
Private club deferred initiation fee revenue
|
|
$
|
130,543
|
|
|
$
|
131,760
|
|
|
$
|
133,578
|
|
|
Unfavorable lease obligation, net
|
|
32,034
|
|
|
34,037
|
|
|
34,055
|
|
|||
|
Other long-term liabilities
|
|
77,357
|
|
|
77,109
|
|
|
58,512
|
|
|||
|
Total other long-term liabilities
|
|
$
|
239,934
|
|
|
$
|
242,906
|
|
|
$
|
226,145
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
Fair Value Measurement as of April 30, 2014
|
|||||||||||||||
|
Description
|
|
Balance at April 30, 2014
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||
|
Assets:
|
|
|
|
|
|
|
|
|
|||||||||
|
Money Market
|
|
$
|
78,851
|
|
|
$
|
78,851
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Commercial Paper
|
|
$
|
630
|
|
|
$
|
—
|
|
|
$
|
630
|
|
|
$
|
—
|
|
|
|
Certificates of Deposit
|
|
$
|
630
|
|
|
$
|
—
|
|
|
$
|
630
|
|
|
$
|
—
|
|
|
|
|
|
|
|||||||||||||||
|
Liabilities:
|
|
|
|
|
|
|
|
|
|||||||||
|
Contingent Consideration (Note 5)
|
|
$
|
9,100
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,100
|
|
|
|
|
|
|
|||||||||||||||
|
|
|
Fair Value Measurement as of July 31, 2013
|
|||||||||||||||
|
Description
|
|
Balance at July 31, 2013
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||
|
Assets:
|
|
|
|
|
|
|
|
|
|||||||||
|
Money Market
|
|
$
|
34,029
|
|
|
$
|
34,029
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Commercial Paper
|
|
$
|
630
|
|
|
$
|
—
|
|
|
$
|
630
|
|
|
$
|
—
|
|
|
|
Certificates of Deposit
|
|
$
|
630
|
|
|
$
|
—
|
|
|
$
|
630
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Liabilities:
|
|
|
|
|
|
|
|
|
|||||||||
|
Contingent Consideration (Note 5)
|
|
$
|
9,100
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,100
|
|
|
|
|
|
|
|||||||||||||||
|
|
|
Fair Value Measurement as of April 30, 2013
|
|||||||||||||||
|
Description
|
|
Balance at April 30, 2013
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||
|
Assets:
|
|
|
|
|
|
|
|
|
|||||||||
|
Money Market
|
|
$
|
49,025
|
|
|
$
|
49,025
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Commercial Paper
|
|
$
|
630
|
|
|
$
|
—
|
|
|
$
|
630
|
|
|
$
|
—
|
|
|
|
Certificates of Deposit
|
|
$
|
630
|
|
|
$
|
—
|
|
|
$
|
630
|
|
|
$
|
—
|
|
|
|
|
Three Months Ended April 30,
|
|
Nine Months Ended April 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
Net revenue:
|
|
|
|
|
|
|
|
||||||||
|
Lift
|
$
|
251,914
|
|
|
$
|
215,163
|
|
|
$
|
447,271
|
|
|
$
|
390,820
|
|
|
Ski school
|
62,512
|
|
|
53,531
|
|
|
109,442
|
|
|
95,254
|
|
||||
|
Dining
|
42,303
|
|
|
37,876
|
|
|
82,369
|
|
|
74,075
|
|
||||
|
Retail/rental
|
73,785
|
|
|
66,329
|
|
|
188,401
|
|
|
176,802
|
|
||||
|
Other
|
30,073
|
|
|
29,118
|
|
|
82,091
|
|
|
78,719
|
|
||||
|
Total Mountain net revenue
|
460,587
|
|
|
402,017
|
|
|
909,574
|
|
|
815,670
|
|
||||
|
Lodging
|
66,293
|
|
|
53,834
|
|
|
179,694
|
|
|
152,885
|
|
||||
|
Total Resort net revenue
|
526,880
|
|
|
455,851
|
|
|
1,089,268
|
|
|
968,555
|
|
||||
|
Real estate
|
16,167
|
|
|
13,840
|
|
|
29,890
|
|
|
39,937
|
|
||||
|
Total net revenue
|
$
|
543,047
|
|
|
$
|
469,691
|
|
|
$
|
1,119,158
|
|
|
$
|
1,008,492
|
|
|
Operating expense:
|
|
|
|
|
|
|
|
||||||||
|
Mountain
|
$
|
233,301
|
|
|
$
|
207,953
|
|
|
$
|
601,587
|
|
|
$
|
536,498
|
|
|
Lodging
|
53,182
|
|
|
45,446
|
|
|
163,346
|
|
|
142,055
|
|
||||
|
Total Resort operating expense
|
286,483
|
|
|
253,399
|
|
|
764,933
|
|
|
678,553
|
|
||||
|
Real estate
|
18,445
|
|
|
16,996
|
|
|
35,682
|
|
|
49,349
|
|
||||
|
Total segment operating expense
|
$
|
304,928
|
|
|
$
|
270,395
|
|
|
$
|
800,615
|
|
|
$
|
727,902
|
|
|
Mountain equity investment income, net
|
$
|
665
|
|
|
$
|
266
|
|
|
$
|
1,282
|
|
|
$
|
799
|
|
|
Reported EBITDA:
|
|
|
|
|
|
|
|
||||||||
|
Mountain
|
$
|
227,951
|
|
|
$
|
194,330
|
|
|
$
|
309,269
|
|
|
$
|
279,971
|
|
|
Lodging
|
13,111
|
|
|
8,388
|
|
|
16,348
|
|
|
10,830
|
|
||||
|
Resort
|
241,062
|
|
|
202,718
|
|
|
325,617
|
|
|
290,801
|
|
||||
|
Real estate
|
(2,278
|
)
|
|
(3,156
|
)
|
|
(5,792
|
)
|
|
(9,412
|
)
|
||||
|
Total Reported EBITDA
|
$
|
238,784
|
|
|
$
|
199,562
|
|
|
$
|
319,825
|
|
|
$
|
281,389
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Real estate held for sale and investment
|
$
|
170,818
|
|
|
$
|
201,861
|
|
|
$
|
170,818
|
|
|
$
|
201,861
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Reconciliation to net income attributable to Vail Resorts, Inc.:
|
|
|
|
|
|
|
|
||||||||
|
Total Reported EBITDA
|
$
|
238,784
|
|
|
$
|
199,562
|
|
|
$
|
319,825
|
|
|
$
|
281,389
|
|
|
Depreciation and amortization
|
(35,588
|
)
|
|
(33,730
|
)
|
|
(105,948
|
)
|
|
(98,827
|
)
|
||||
|
Gain (loss) on disposal of fixed assets, net
|
634
|
|
|
(224
|
)
|
|
(839
|
)
|
|
(757
|
)
|
||||
|
Investment income, net
|
124
|
|
|
153
|
|
|
289
|
|
|
306
|
|
||||
|
Interest expense
|
(16,408
|
)
|
|
(8,359
|
)
|
|
(48,745
|
)
|
|
(25,268
|
)
|
||||
|
Income before provision for income taxes
|
187,546
|
|
|
157,402
|
|
|
164,582
|
|
|
156,843
|
|
||||
|
Provision for income taxes
|
(69,680
|
)
|
|
(59,814
|
)
|
|
(60,953
|
)
|
|
(59,329
|
)
|
||||
|
Net income
|
$
|
117,866
|
|
|
$
|
97,588
|
|
|
$
|
103,629
|
|
|
$
|
97,514
|
|
|
Net loss attributable to noncontrolling interests
|
80
|
|
|
52
|
|
|
204
|
|
|
97
|
|
||||
|
Net income attributable to Vail Resorts, Inc.
|
$
|
117,946
|
|
|
$
|
97,640
|
|
|
$
|
103,833
|
|
|
$
|
97,611
|
|
|
|
|
Parent
Company
|
|
100%
Owned
Guarantor
Subsidiaries
|
|
Other
Subsidiaries
|
|
Eliminating
Entries
|
|
Consolidated
|
||||||||||
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
298,642
|
|
|
$
|
8,789
|
|
|
$
|
—
|
|
|
$
|
307,431
|
|
|
Restricted cash
|
|
—
|
|
|
11,285
|
|
|
1,772
|
|
|
—
|
|
|
13,057
|
|
|||||
|
Trade receivables, net
|
|
—
|
|
|
77,108
|
|
|
2,707
|
|
|
—
|
|
|
79,815
|
|
|||||
|
Inventories, net
|
|
—
|
|
|
60,229
|
|
|
180
|
|
|
—
|
|
|
60,409
|
|
|||||
|
Other current assets
|
|
29,217
|
|
|
28,961
|
|
|
518
|
|
|
—
|
|
|
58,696
|
|
|||||
|
Total current assets
|
|
29,217
|
|
|
476,225
|
|
|
13,966
|
|
|
—
|
|
|
519,408
|
|
|||||
|
Property, plant and equipment, net
|
|
—
|
|
|
1,121,251
|
|
|
43,136
|
|
|
—
|
|
|
1,164,387
|
|
|||||
|
Real estate held for sale and investment
|
|
—
|
|
|
170,818
|
|
|
—
|
|
|
—
|
|
|
170,818
|
|
|||||
|
Goodwill, net
|
|
—
|
|
|
376,491
|
|
|
1,729
|
|
|
—
|
|
|
378,220
|
|
|||||
|
Intangible assets, net
|
|
—
|
|
|
99,149
|
|
|
19,358
|
|
|
—
|
|
|
118,507
|
|
|||||
|
Other assets
|
|
5,274
|
|
|
97,136
|
|
|
4,154
|
|
|
(9,460
|
)
|
|
97,104
|
|
|||||
|
Investments in subsidiaries
|
|
2,046,019
|
|
|
(4,984
|
)
|
|
—
|
|
|
(2,041,035
|
)
|
|
—
|
|
|||||
|
Advances to affiliates
|
|
—
|
|
|
516,717
|
|
|
3,379
|
|
|
(520,096
|
)
|
|
—
|
|
|||||
|
Total assets
|
|
$
|
2,080,510
|
|
|
$
|
2,852,803
|
|
|
$
|
85,722
|
|
|
$
|
(2,570,591
|
)
|
|
$
|
2,448,444
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Accounts payable and accrued liabilities
|
|
$
|
13,014
|
|
|
$
|
243,284
|
|
|
$
|
8,479
|
|
|
$
|
—
|
|
|
$
|
264,777
|
|
|
Income taxes payable
|
|
39,043
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39,043
|
|
|||||
|
Long-term debt due within one year
|
|
—
|
|
|
648
|
|
|
231
|
|
|
—
|
|
|
879
|
|
|||||
|
Total current liabilities
|
|
52,057
|
|
|
243,932
|
|
|
8,710
|
|
|
—
|
|
|
304,699
|
|
|||||
|
Advances from affiliates
|
|
520,096
|
|
|
—
|
|
|
—
|
|
|
(520,096
|
)
|
|
—
|
|
|||||
|
Long-term debt
|
|
390,000
|
|
|
351,716
|
|
|
57,507
|
|
|
—
|
|
|
799,223
|
|
|||||
|
Other long-term liabilities
|
|
27,673
|
|
|
211,136
|
|
|
10,585
|
|
|
(9,460
|
)
|
|
239,934
|
|
|||||
|
Deferred income taxes
|
|
183,535
|
|
|
—
|
|
|
(62
|
)
|
|
—
|
|
|
183,473
|
|
|||||
|
Total Vail Resorts, Inc. stockholders’ equity (deficit)
|
|
907,149
|
|
|
2,046,019
|
|
|
(4,984
|
)
|
|
(2,041,035
|
)
|
|
907,149
|
|
|||||
|
Noncontrolling interests
|
|
—
|
|
|
—
|
|
|
13,966
|
|
|
—
|
|
|
13,966
|
|
|||||
|
Total stockholders’ equity
|
|
907,149
|
|
|
2,046,019
|
|
|
8,982
|
|
|
(2,041,035
|
)
|
|
921,115
|
|
|||||
|
Total liabilities and stockholders’ equity
|
|
$
|
2,080,510
|
|
|
$
|
2,852,803
|
|
|
$
|
85,722
|
|
|
$
|
(2,570,591
|
)
|
|
$
|
2,448,444
|
|
|
|
|
Parent
Company
|
|
100%
Owned
Guarantor
Subsidiaries
|
|
Other
Subsidiaries
|
|
Eliminating
Entries
|
|
Consolidated
|
||||||||||
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
130,970
|
|
|
$
|
7,634
|
|
|
$
|
—
|
|
|
$
|
138,604
|
|
|
Restricted cash
|
|
—
|
|
|
10,890
|
|
|
1,734
|
|
|
—
|
|
|
12,624
|
|
|||||
|
Trade receivables, net
|
|
—
|
|
|
77,725
|
|
|
1,312
|
|
|
—
|
|
|
79,037
|
|
|||||
|
Inventories, net
|
|
—
|
|
|
68,101
|
|
|
217
|
|
|
—
|
|
|
68,318
|
|
|||||
|
Other current assets
|
|
25,190
|
|
|
18,475
|
|
|
1,221
|
|
|
—
|
|
|
44,886
|
|
|||||
|
Total current assets
|
|
25,190
|
|
|
306,161
|
|
|
12,118
|
|
|
—
|
|
|
343,469
|
|
|||||
|
Property, plant and equipment, net
|
|
—
|
|
|
1,124,004
|
|
|
45,284
|
|
|
—
|
|
|
1,169,288
|
|
|||||
|
Real estate held for sale and investment
|
|
—
|
|
|
195,230
|
|
|
—
|
|
|
—
|
|
|
195,230
|
|
|||||
|
Goodwill, net
|
|
—
|
|
|
379,953
|
|
|
1,746
|
|
|
—
|
|
|
381,699
|
|
|||||
|
Intangible assets, net
|
|
—
|
|
|
101,913
|
|
|
19,431
|
|
|
—
|
|
|
121,344
|
|
|||||
|
Other assets
|
|
6,057
|
|
|
96,337
|
|
|
4,332
|
|
|
(9,459
|
)
|
|
97,267
|
|
|||||
|
Investments in subsidiaries
|
|
1,861,509
|
|
|
(3,510
|
)
|
|
—
|
|
|
(1,857,999
|
)
|
|
—
|
|
|||||
|
Advances to affiliates
|
|
—
|
|
|
480,408
|
|
|
2,906
|
|
|
(483,314
|
)
|
|
—
|
|
|||||
|
Total assets
|
|
$
|
1,892,756
|
|
|
$
|
2,680,496
|
|
|
$
|
85,817
|
|
|
$
|
(2,350,772
|
)
|
|
$
|
2,308,297
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Accounts payable and accrued liabilities
|
|
$
|
6,600
|
|
|
$
|
256,094
|
|
|
$
|
6,825
|
|
|
$
|
—
|
|
|
$
|
269,519
|
|
|
Income taxes payable
|
|
42,822
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,822
|
|
|||||
|
Long-term debt due within one year
|
|
—
|
|
|
775
|
|
|
219
|
|
|
—
|
|
|
994
|
|
|||||
|
Total current liabilities
|
|
49,422
|
|
|
256,869
|
|
|
7,044
|
|
|
—
|
|
|
313,335
|
|
|||||
|
Advances from affiliates
|
|
483,314
|
|
|
—
|
|
|
—
|
|
|
(483,314
|
)
|
|
—
|
|
|||||
|
Long-term debt
|
|
390,000
|
|
|
348,190
|
|
|
57,738
|
|
|
—
|
|
|
795,928
|
|
|||||
|
Other long-term liabilities
|
|
27,851
|
|
|
213,928
|
|
|
10,586
|
|
|
(9,459
|
)
|
|
242,906
|
|
|||||
|
Deferred income taxes
|
|
118,301
|
|
|
—
|
|
|
(42
|
)
|
|
—
|
|
|
118,259
|
|
|||||
|
Total Vail Resorts, Inc. stockholders’ equity (deficit)
|
|
823,868
|
|
|
1,861,509
|
|
|
(3,510
|
)
|
|
(1,857,999
|
)
|
|
823,868
|
|
|||||
|
Noncontrolling interests
|
|
—
|
|
|
—
|
|
|
14,001
|
|
|
—
|
|
|
14,001
|
|
|||||
|
Total stockholders’ equity
|
|
823,868
|
|
|
1,861,509
|
|
|
10,491
|
|
|
(1,857,999
|
)
|
|
837,869
|
|
|||||
|
Total liabilities and stockholders’ equity
|
|
$
|
1,892,756
|
|
|
$
|
2,680,496
|
|
|
$
|
85,817
|
|
|
$
|
(2,350,772
|
)
|
|
$
|
2,308,297
|
|
|
|
|
Parent
Company
|
|
100%
Owned
Guarantor
Subsidiaries
|
|
Other
Subsidiaries
|
|
Eliminating
Entries
|
|
Consolidated
|
||||||||||
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
230,429
|
|
|
$
|
7,306
|
|
|
$
|
—
|
|
|
$
|
237,735
|
|
|
Restricted cash
|
|
—
|
|
|
10,894
|
|
|
1,097
|
|
|
—
|
|
|
11,991
|
|
|||||
|
Trade receivables, net
|
|
—
|
|
|
70,424
|
|
|
3,309
|
|
|
—
|
|
|
73,733
|
|
|||||
|
Inventories, net
|
|
—
|
|
|
61,014
|
|
|
187
|
|
|
—
|
|
|
61,201
|
|
|||||
|
Other current assets
|
|
28,699
|
|
|
20,543
|
|
|
1,236
|
|
|
—
|
|
|
50,478
|
|
|||||
|
Total current assets
|
|
28,699
|
|
|
393,304
|
|
|
13,135
|
|
|
—
|
|
|
435,138
|
|
|||||
|
Property, plant and equipment, net
|
|
—
|
|
|
993,813
|
|
|
46,094
|
|
|
—
|
|
|
1,039,907
|
|
|||||
|
Real estate held for sale and investment
|
|
—
|
|
|
201,861
|
|
|
—
|
|
|
—
|
|
|
201,861
|
|
|||||
|
Goodwill, net
|
|
—
|
|
|
270,076
|
|
|
1,779
|
|
|
—
|
|
|
271,855
|
|
|||||
|
Intangible assets, net
|
|
—
|
|
|
72,563
|
|
|
19,476
|
|
|
—
|
|
|
92,039
|
|
|||||
|
Other assets
|
|
6,319
|
|
|
37,661
|
|
|
4,348
|
|
|
(9,459
|
)
|
|
38,869
|
|
|||||
|
Investments in subsidiaries
|
|
1,885,121
|
|
|
(2,153
|
)
|
|
—
|
|
|
(1,882,968
|
)
|
|
—
|
|
|||||
|
Advances to affiliates
|
|
—
|
|
|
382,375
|
|
|
3,622
|
|
|
(385,997
|
)
|
|
—
|
|
|||||
|
Total assets
|
|
$
|
1,920,139
|
|
|
$
|
2,349,500
|
|
|
$
|
88,454
|
|
|
$
|
(2,278,424
|
)
|
|
$
|
2,079,669
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Accounts payable and accrued liabilities
|
|
$
|
12,856
|
|
|
$
|
225,420
|
|
|
$
|
8,076
|
|
|
$
|
—
|
|
|
$
|
246,352
|
|
|
Income taxes payable
|
|
13,173
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,173
|
|
|||||
|
Long-term debt due within one year
|
|
—
|
|
|
299
|
|
|
219
|
|
|
—
|
|
|
518
|
|
|||||
|
Total current liabilities
|
|
26,029
|
|
|
225,719
|
|
|
8,295
|
|
|
—
|
|
|
260,043
|
|
|||||
|
Advances from affiliates
|
|
385,997
|
|
|
—
|
|
|
—
|
|
|
(385,997
|
)
|
|
—
|
|
|||||
|
Long-term debt
|
|
390,000
|
|
|
41,502
|
|
|
57,738
|
|
|
—
|
|
|
489,240
|
|
|||||
|
Other long-term liabilities
|
|
27,852
|
|
|
197,158
|
|
|
10,594
|
|
|
(9,459
|
)
|
|
226,145
|
|
|||||
|
Deferred income taxes
|
|
201,513
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
201,511
|
|
|||||
|
Total Vail Resorts, Inc. stockholders’ equity (deficit)
|
|
888,748
|
|
|
1,885,121
|
|
|
(2,153
|
)
|
|
(1,882,968
|
)
|
|
888,748
|
|
|||||
|
Noncontrolling interests
|
|
—
|
|
|
—
|
|
|
13,982
|
|
|
—
|
|
|
13,982
|
|
|||||
|
Total stockholders’ equity
|
|
888,748
|
|
|
1,885,121
|
|
|
11,829
|
|
|
(1,882,968
|
)
|
|
902,730
|
|
|||||
|
Total liabilities and stockholders’ equity
|
|
$
|
1,920,139
|
|
|
$
|
2,349,500
|
|
|
$
|
88,454
|
|
|
$
|
(2,278,424
|
)
|
|
$
|
2,079,669
|
|
|
|
|
Parent
Company
|
|
100% Owned
Guarantor
Subsidiaries
|
|
Other
Subsidiaries
|
|
Eliminating
Entries
|
|
Consolidated
|
||||||||||
|
Total net revenue
|
|
$
|
—
|
|
|
$
|
539,704
|
|
|
$
|
6,494
|
|
|
$
|
(3,151
|
)
|
|
$
|
543,047
|
|
|
Total operating expense
|
|
106
|
|
|
336,623
|
|
|
6,266
|
|
|
(3,113
|
)
|
|
339,882
|
|
|||||
|
(Loss) income from operations
|
|
(106
|
)
|
|
203,081
|
|
|
228
|
|
|
(38
|
)
|
|
203,165
|
|
|||||
|
Other expense, net
|
|
(6,600
|
)
|
|
(9,331
|
)
|
|
(391
|
)
|
|
38
|
|
|
(16,284
|
)
|
|||||
|
Equity investment income, net
|
|
—
|
|
|
665
|
|
|
—
|
|
|
—
|
|
|
665
|
|
|||||
|
(Loss) income before benefit (provision) for income taxes
|
|
(6,706
|
)
|
|
194,415
|
|
|
(163
|
)
|
|
—
|
|
|
187,546
|
|
|||||
|
Benefit (provision) for income taxes
|
|
2,564
|
|
|
(72,295
|
)
|
|
51
|
|
|
—
|
|
|
(69,680
|
)
|
|||||
|
Net (loss) income before equity in income (loss) of consolidated subsidiaries
|
|
(4,142
|
)
|
|
122,120
|
|
|
(112
|
)
|
|
—
|
|
|
117,866
|
|
|||||
|
Equity in income (loss) of consolidated subsidiaries
|
|
122,088
|
|
|
(32
|
)
|
|
—
|
|
|
(122,056
|
)
|
|
—
|
|
|||||
|
Net income (loss)
|
|
117,946
|
|
|
122,088
|
|
|
(112
|
)
|
|
(122,056
|
)
|
|
117,866
|
|
|||||
|
Net loss attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
80
|
|
|
—
|
|
|
80
|
|
|||||
|
Net income (loss) attributable to Vail Resorts, Inc.
|
|
$
|
117,946
|
|
|
$
|
122,088
|
|
|
$
|
(32
|
)
|
|
$
|
(122,056
|
)
|
|
$
|
117,946
|
|
|
|
|
Parent
Company
|
|
100% Owned
Guarantor
Subsidiaries
|
|
Other
Subsidiaries
|
|
Eliminating
Entries
|
|
Consolidated
|
||||||||||
|
Total net revenue
|
|
$
|
—
|
|
|
$
|
467,095
|
|
|
$
|
6,406
|
|
|
$
|
(3,810
|
)
|
|
$
|
469,691
|
|
|
Total operating expense
|
|
116
|
|
|
301,696
|
|
|
6,309
|
|
|
(3,772
|
)
|
|
304,349
|
|
|||||
|
(Loss) income from operations
|
|
(116
|
)
|
|
165,399
|
|
|
97
|
|
|
(38
|
)
|
|
165,342
|
|
|||||
|
Other expense, net
|
|
(6,600
|
)
|
|
(1,322
|
)
|
|
(322
|
)
|
|
38
|
|
|
(8,206
|
)
|
|||||
|
Equity investment income, net
|
|
—
|
|
|
266
|
|
|
—
|
|
|
—
|
|
|
266
|
|
|||||
|
(Loss) income before benefit (provision) for income taxes
|
|
(6,716
|
)
|
|
164,343
|
|
|
(225
|
)
|
|
—
|
|
|
157,402
|
|
|||||
|
Benefit (provision) for income taxes
|
|
2,551
|
|
|
(62,452
|
)
|
|
87
|
|
|
—
|
|
|
(59,814
|
)
|
|||||
|
Net (loss) income before equity in income (loss) of consolidated subsidiaries
|
|
(4,165
|
)
|
|
101,891
|
|
|
(138
|
)
|
|
—
|
|
|
97,588
|
|
|||||
|
Equity in income (loss) of consolidated subsidiaries
|
|
101,805
|
|
|
(86
|
)
|
|
—
|
|
|
(101,719
|
)
|
|
—
|
|
|||||
|
Net income (loss)
|
|
97,640
|
|
|
101,805
|
|
|
(138
|
)
|
|
(101,719
|
)
|
|
97,588
|
|
|||||
|
Net loss attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
52
|
|
|
—
|
|
|
52
|
|
|||||
|
Net income (loss) attributable to Vail Resorts, Inc.
|
|
$
|
97,640
|
|
|
$
|
101,805
|
|
|
$
|
(86
|
)
|
|
$
|
(101,719
|
)
|
|
$
|
97,640
|
|
|
|
|
Parent
Company
|
|
100% Owned
Guarantor
Subsidiaries
|
|
Other
Subsidiaries
|
|
Eliminating
Entries
|
|
Consolidated
|
||||||||||
|
Total net revenue
|
|
$
|
—
|
|
|
$
|
1,113,141
|
|
|
$
|
15,840
|
|
|
$
|
(9,823
|
)
|
|
$
|
1,119,158
|
|
|
Total operating expense
|
|
286
|
|
|
899,631
|
|
|
17,194
|
|
|
(9,709
|
)
|
|
907,402
|
|
|||||
|
(Loss) income from operations
|
|
(286
|
)
|
|
213,510
|
|
|
(1,354
|
)
|
|
(114
|
)
|
|
211,756
|
|
|||||
|
Other expense, net
|
|
(19,802
|
)
|
|
(27,630
|
)
|
|
(1,138
|
)
|
|
114
|
|
|
(48,456
|
)
|
|||||
|
Equity investment income, net
|
|
—
|
|
|
1,282
|
|
|
—
|
|
|
—
|
|
|
1,282
|
|
|||||
|
(Loss) income before benefit (provision) for income taxes
|
|
(20,088
|
)
|
|
187,162
|
|
|
(2,492
|
)
|
|
—
|
|
|
164,582
|
|
|||||
|
Benefit (provision) for income taxes
|
|
7,810
|
|
|
(68,971
|
)
|
|
208
|
|
|
—
|
|
|
(60,953
|
)
|
|||||
|
Net (loss) income before equity in income (loss) of consolidated subsidiaries
|
|
(12,278
|
)
|
|
118,191
|
|
|
(2,284
|
)
|
|
—
|
|
|
103,629
|
|
|||||
|
Equity in income (loss) of consolidated subsidiaries
|
|
116,111
|
|
|
(2,080
|
)
|
|
—
|
|
|
(114,031
|
)
|
|
—
|
|
|||||
|
Net income (loss)
|
|
103,833
|
|
|
116,111
|
|
|
(2,284
|
)
|
|
(114,031
|
)
|
|
103,629
|
|
|||||
|
Net loss attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
204
|
|
|
—
|
|
|
204
|
|
|||||
|
Net income (loss) attributable to Vail Resorts, Inc.
|
|
$
|
103,833
|
|
|
$
|
116,111
|
|
|
$
|
(2,080
|
)
|
|
$
|
(114,031
|
)
|
|
$
|
103,833
|
|
|
|
|
Parent
Company
|
|
100% Owned
Guarantor
Subsidiaries
|
|
Other
Subsidiaries
|
|
Eliminating
Entries
|
|
Consolidated
|
||||||||||
|
Total net revenue
|
|
$
|
—
|
|
|
$
|
1,002,526
|
|
|
$
|
15,780
|
|
|
$
|
(9,814
|
)
|
|
$
|
1,008,492
|
|
|
Total operating expense
|
|
334
|
|
|
819,781
|
|
|
17,071
|
|
|
(9,700
|
)
|
|
827,486
|
|
|||||
|
(Loss) income from operations
|
|
(334
|
)
|
|
182,745
|
|
|
(1,291
|
)
|
|
(114
|
)
|
|
181,006
|
|
|||||
|
Other expense, net
|
|
(19,810
|
)
|
|
(4,257
|
)
|
|
(1,009
|
)
|
|
114
|
|
|
(24,962
|
)
|
|||||
|
Equity investment income, net
|
|
—
|
|
|
799
|
|
|
—
|
|
|
—
|
|
|
799
|
|
|||||
|
(Loss) income before benefit (provision) for income taxes
|
|
(20,144
|
)
|
|
179,287
|
|
|
(2,300
|
)
|
|
—
|
|
|
156,843
|
|
|||||
|
Benefit (provision) for income taxes
|
|
7,708
|
|
|
(67,225
|
)
|
|
188
|
|
|
—
|
|
|
(59,329
|
)
|
|||||
|
Net (loss) income before equity in income (loss) of consolidated subsidiaries
|
|
(12,436
|
)
|
|
112,062
|
|
|
(2,112
|
)
|
|
—
|
|
|
97,514
|
|
|||||
|
Equity in income (loss) of consolidated subsidiaries
|
|
110,047
|
|
|
(2,015
|
)
|
|
—
|
|
|
(108,032
|
)
|
|
—
|
|
|||||
|
Net income (loss)
|
|
97,611
|
|
|
110,047
|
|
|
(2,112
|
)
|
|
(108,032
|
)
|
|
97,514
|
|
|||||
|
Net loss attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
97
|
|
|
—
|
|
|
97
|
|
|||||
|
Net income (loss) attributable to Vail Resorts, Inc.
|
|
$
|
97,611
|
|
|
$
|
110,047
|
|
|
$
|
(2,015
|
)
|
|
$
|
(108,032
|
)
|
|
$
|
97,611
|
|
|
|
|
Parent
Company
|
|
100% Owned
Guarantor
Subsidiaries
|
|
Other
Subsidiaries
|
|
Eliminating
Entries
|
|
Consolidated
|
||||||||||
|
Net income (loss)
|
|
$
|
117,946
|
|
|
$
|
122,088
|
|
|
$
|
(112
|
)
|
|
$
|
(122,056
|
)
|
|
$
|
117,866
|
|
|
Foreign currency translation adjustments, net of tax
|
|
85
|
|
|
85
|
|
|
85
|
|
|
(170
|
)
|
|
85
|
|
|||||
|
Comprehensive income (loss)
|
|
118,031
|
|
|
122,173
|
|
|
(27
|
)
|
|
(122,226
|
)
|
|
117,951
|
|
|||||
|
Comprehensive loss attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
80
|
|
|
—
|
|
|
80
|
|
|||||
|
Comprehensive income attributable to Vail Resorts, Inc.
|
|
$
|
118,031
|
|
|
$
|
122,173
|
|
|
$
|
53
|
|
|
$
|
(122,226
|
)
|
|
$
|
118,031
|
|
|
|
|
Parent
Company
|
|
100% Owned
Guarantor
Subsidiaries
|
|
Other
Subsidiaries
|
|
Eliminating
Entries
|
|
Consolidated
|
||||||||||
|
Net income (loss)
|
|
$
|
97,640
|
|
|
$
|
101,805
|
|
|
$
|
(138
|
)
|
|
$
|
(101,719
|
)
|
|
$
|
97,588
|
|
|
Foreign currency translation adjustments, net of tax
|
|
(202
|
)
|
|
(202
|
)
|
|
(202
|
)
|
|
404
|
|
|
(202
|
)
|
|||||
|
Comprehensive income (loss)
|
|
97,438
|
|
|
101,603
|
|
|
(340
|
)
|
|
(101,315
|
)
|
|
97,386
|
|
|||||
|
Comprehensive loss attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
52
|
|
|
—
|
|
|
52
|
|
|||||
|
Comprehensive income (loss) attributable to Vail Resorts, Inc.
|
|
$
|
97,438
|
|
|
$
|
101,603
|
|
|
$
|
(288
|
)
|
|
$
|
(101,315
|
)
|
|
$
|
97,438
|
|
|
|
|
Parent
Company
|
|
100% Owned
Guarantor
Subsidiaries
|
|
Other
Subsidiaries
|
|
Eliminating
Entries
|
|
Consolidated
|
||||||||||
|
Net income (loss)
|
|
$
|
103,833
|
|
|
$
|
116,111
|
|
|
$
|
(2,284
|
)
|
|
$
|
(114,031
|
)
|
|
$
|
103,629
|
|
|
Foreign currency translation adjustments, net of tax
|
|
(34
|
)
|
|
(34
|
)
|
|
(34
|
)
|
|
68
|
|
|
(34
|
)
|
|||||
|
Comprehensive income (loss)
|
|
103,799
|
|
|
116,077
|
|
|
(2,318
|
)
|
|
(113,963
|
)
|
|
103,595
|
|
|||||
|
Comprehensive loss attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
204
|
|
|
—
|
|
|
204
|
|
|||||
|
Comprehensive income (loss) attributable to Vail Resorts, Inc.
|
|
$
|
103,799
|
|
|
$
|
116,077
|
|
|
$
|
(2,114
|
)
|
|
$
|
(113,963
|
)
|
|
$
|
103,799
|
|
|
|
|
Parent
Company
|
|
100% Owned
Guarantor
Subsidiaries
|
|
Other
Subsidiaries
|
|
Eliminating
Entries
|
|
Consolidated
|
||||||||||
|
Net income (loss)
|
|
$
|
97,611
|
|
|
$
|
110,047
|
|
|
$
|
(2,112
|
)
|
|
$
|
(108,032
|
)
|
|
$
|
97,514
|
|
|
Foreign currency translation adjustments, net of tax
|
|
251
|
|
|
251
|
|
|
251
|
|
|
(502
|
)
|
|
251
|
|
|||||
|
Comprehensive income (loss)
|
|
97,862
|
|
|
110,298
|
|
|
(1,861
|
)
|
|
(108,534
|
)
|
|
97,765
|
|
|||||
|
Comprehensive loss attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
97
|
|
|
—
|
|
|
97
|
|
|||||
|
Comprehensive income (loss) attributable to Vail Resorts, Inc.
|
|
$
|
97,862
|
|
|
$
|
110,298
|
|
|
$
|
(1,764
|
)
|
|
$
|
(108,534
|
)
|
|
$
|
97,862
|
|
|
|
|
Parent
Company
|
|
100% Owned
Guarantor
Subsidiaries
|
|
Other
Subsidiaries
|
|
Consolidated
|
||||||||
|
Net cash provided by operating activities
|
|
$
|
52,146
|
|
|
$
|
252,610
|
|
|
$
|
1,441
|
|
|
$
|
306,197
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
||||||||
|
Capital expenditures
|
|
—
|
|
|
(107,208
|
)
|
|
(892
|
)
|
|
(108,100
|
)
|
||||
|
Other investing activities, net
|
|
—
|
|
|
912
|
|
|
8
|
|
|
920
|
|
||||
|
Net cash used in investing activities
|
|
—
|
|
|
(106,296
|
)
|
|
(884
|
)
|
|
(107,180
|
)
|
||||
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
||||||||
|
Payments of other long-term debt
|
|
—
|
|
|
(758
|
)
|
|
(219
|
)
|
|
(977
|
)
|
||||
|
Dividends paid
|
|
(29,998
|
)
|
|
—
|
|
|
—
|
|
|
(29,998
|
)
|
||||
|
Other financing activities, net
|
|
3,880
|
|
|
(3,891
|
)
|
|
743
|
|
|
732
|
|
||||
|
Advances
|
|
(26,028
|
)
|
|
26,028
|
|
|
—
|
|
|
—
|
|
||||
|
Net cash (used in) provided by financing activities
|
|
(52,146
|
)
|
|
21,379
|
|
|
524
|
|
|
(30,243
|
)
|
||||
|
Effect of exchange rate changes on cash and cash equivalents
|
|
—
|
|
|
(21
|
)
|
|
74
|
|
|
53
|
|
||||
|
Net increase in cash and cash equivalents
|
|
—
|
|
|
167,672
|
|
|
1,155
|
|
|
168,827
|
|
||||
|
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
|
Beginning of period
|
|
—
|
|
|
130,970
|
|
|
7,634
|
|
|
138,604
|
|
||||
|
End of period
|
|
$
|
—
|
|
|
$
|
298,642
|
|
|
$
|
8,789
|
|
|
$
|
307,431
|
|
|
|
|
Parent
Company
|
|
100% Owned
Guarantor
Subsidiaries
|
|
Other
Subsidiaries
|
|
Consolidated
|
||||||||
|
Net cash provided by operating activities
|
|
$
|
46,034
|
|
|
$
|
244,970
|
|
|
$
|
341
|
|
|
$
|
291,345
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
||||||||
|
Capital expenditures
|
|
—
|
|
|
(64,765
|
)
|
|
(696
|
)
|
|
(65,461
|
)
|
||||
|
Acquisition of businesses
|
|
—
|
|
|
(19,958
|
)
|
|
—
|
|
|
(19,958
|
)
|
||||
|
Other investing activities, net
|
|
—
|
|
|
943
|
|
|
(82
|
)
|
|
861
|
|
||||
|
Net cash used in investing activities
|
|
—
|
|
|
(83,780
|
)
|
|
(778
|
)
|
|
(84,558
|
)
|
||||
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
||||||||
|
Proceeds from borrowings under other long-term debt
|
|
—
|
|
|
96,000
|
|
|
—
|
|
|
96,000
|
|
||||
|
Payments of other long-term debt
|
|
—
|
|
|
(96,781
|
)
|
|
(208
|
)
|
|
(96,989
|
)
|
||||
|
Dividends paid
|
|
(20,905
|
)
|
|
—
|
|
|
—
|
|
|
(20,905
|
)
|
||||
|
Other financing activities, net
|
|
3,986
|
|
|
2,608
|
|
|
184
|
|
|
6,778
|
|
||||
|
Advances
|
|
(29,115
|
)
|
|
29,065
|
|
|
50
|
|
|
—
|
|
||||
|
Net cash (used in) provided by financing activities
|
|
(46,034
|
)
|
|
30,892
|
|
|
26
|
|
|
(15,116
|
)
|
||||
|
Effect of exchange rate changes on cash and cash equivalents
|
|
—
|
|
|
(33
|
)
|
|
44
|
|
|
11
|
|
||||
|
Net increase (decrease) in cash and cash equivalents
|
|
—
|
|
|
192,049
|
|
|
(367
|
)
|
|
191,682
|
|
||||
|
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
|
Beginning of period
|
|
—
|
|
|
38,380
|
|
|
7,673
|
|
|
46,053
|
|
||||
|
End of period
|
|
$
|
—
|
|
|
$
|
230,429
|
|
|
$
|
7,306
|
|
|
$
|
237,735
|
|
|
•
|
The timing and amount of snowfall can have an impact on Mountain and Lodging revenue particularly in regards to skier visits and the duration and frequency of guest visitation. To help partially mitigate the impact to our operating results from the timing and amount of snowfall, we sell a variety of season pass products prior to the beginning of the ski season resulting in a more stabilized stream of lift revenue within the second and third fiscal quarters, when the season pass sales are recorded as revenue. Additionally, our season pass products provide a compelling value proposition to our guests, which in turn creates a guest commitment predominately prior to the start of the ski season. In March 2014, we began our pre-season pass sales program for the 2014/2015 ski season. Through May 27, 2014, our spring pre-season pass sales for the upcoming 2014/2015 ski season have increased approximately 14% in units and increased approximately 20% in sales dollars, compared to the prior year period ended May 28, 2013. However, we cannot predict if this favorable trend will continue through the Fall 2014 pass sales campaign or the overall impact that season pass sales will have on lift revenue for the 2014/2015 ski season.
|
|
•
|
Although many key economic indicators have improved recently including growth in the U.S. stock markets and declines in the unemployment rate, the U.S. economy has struggled to gain momentum, hurt by severe winter weather and declines in government spending. Additionally, many economies outside of the United States are challenged with political unrest and structural changes resulting in declining or slowing growth in key economic indicators. Given these economic trends and uncertainties, we cannot predict what the impact will be on overall travel and leisure or more specifically, on our guest visitation, guest spending or other related trends for the remainder of fiscal year 2014, or more importantly the 2014/2015 ski season.
|
|
•
|
In May 2013, we entered into a long-term lease with Talisker Corporation ("Talisker") pursuant to which we assumed resort operations of Canyons which includes the ski area and related amenities. In addition to the lease, we entered into ancillary transaction documents setting forth our rights related to, among other things, the litigation between the current operator of Park City Mountain Resort (“PCMR”) and Talisker concerning the validity of a lease of the Talisker-owned land under the ski terrain of PCMR. In May 2014, Talisker received a favorable ruling stating that the lease between the current operator of PCMR and Talisker has expired, which allows for the ski terrain of PCMR (excluding the base area not owned by Talisker) to become subject to our lease with Talisker and requires no additional consideration from us but the earnings derived from that ski terrain would accrue to our benefit. This ruling is subject to appeal, and we cannot predict the ultimate outcome of the appeal process. However, if Talisker does not ultimately prevail in the litigation, we will be entitled to receive from Talisker the rent payments that Talisker receives from the current operator until such time as the current resort operator’s lease has ended and the ski terrain under PCMR is then included in the lease. We cannot predict whether we will realize all of the synergies expected from our operation of Canyons nor can we predict all of the resources required to integrate its operations and the ultimate impact Canyons will have on our future results of operations. Furthermore, if Talisker does not ultimately prevail in the litigation associated with the land under the ski terrain of PCMR, it could result in a material impairment charge attributable to goodwill, certain indefinite-lived intangibles assets and/or other assets recorded in conjunction with this transaction, negatively impacting our results of operations and stockholders’ equity. Additionally, the estimated fair values of assets acquired and liabilities assumed in the Canyons transaction are preliminary and are based on the information that was available as of the transaction date to estimate the fair value of assets acquired and liabilities assumed. We believe that information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed, but we are obtaining additional information necessary to finalize those fair values. Therefore, the preliminary measurements of fair value reflected within the Consolidated Condensed Balance Sheets as of April 30, 2014 are subject to change.
|
|
•
|
On June 5, 2014, we submitted a redemption notice to the trustee for our 6.50% Senior Subordinated Notes due 2019 (“6.50% Notes”) to redeem $175.0 million of the 6.50% Notes. As a result, we expect to incur an early redemption premium of 4.875%, or approximately $8.5 million, for the portion of the principal redeemed, which will be recorded, along with a write-off of a portion of unamortized debt issuance costs, as a loss on extinguishment of debt in the year ending July 31, 2014. We currently anticipate to utilize cash on hand for the redemption of principal and payment of the early redemption premium. As of April 30, 2014, we had $307.4 million in cash and cash equivalents, as well as $333.3 million available under the revolver component of our senior credit facility (“Credit Agreement”) (which represents the total commitment of $400.0 million less certain letters of credit outstanding of $66.7 million). Additionally, we believe that the terms of our 6.50% Notes and our Credit Agreement allow for sufficient flexibility in our ability to make future acquisitions, investments, distributions to stockholders and incur additional debt. We believe
|
|
•
|
Real Estate Reported EBITDA is highly dependent on, among other things, the timing of closings on condominium units available for sale, which determines when revenue and associated cost of sales is recognized. Changes to the anticipated timing or mix of closing on one or more real estate projects, or unit closings within a real estate project, could materially impact Real Estate Reported EBITDA for a particular quarter or fiscal year. As of April 30, 2014, we had 17 units (of which three units sold subsequent to April 30, 2014) at The Ritz-Carlton Residences, Vail and 20 units (of which one unit sold subsequent to April 30, 2014) at One Ski Hill Place in Breckenridge available for sale. We cannot predict the ultimate number of units that we will sell, the ultimate price we will receive, or when the units will sell, although we currently believe the selling process will take multiple years. Additionally, if a prolonged weakness in the real estate market or general economic conditions were to occur, we may have to adjust our selling prices more than currently anticipated in an effort to sell and close on units available for sale. However, our risk associated with adjusting selling prices to levels that may not be acceptable to us is partially mitigated by the fact that we generate cash flow from placing unsold units into our rental program until such time selling prices are at acceptable levels to us. Furthermore, if weakness in the real estate market were to persist for multiple years, thus requiring us to sell remaining units below anticipated pricing levels (including any sales concessions and discounts) for the remaining inventory of units at The Ritz-Carlton Residences, Vail or One Ski Hill Place in Breckenridge, it may result in an impairment charge on one or both projects.
|
|
•
|
Under GAAP we test goodwill and indefinite-lived intangible assets for impairment annually, as well as on an interim basis to the extent factors or indicators become apparent that could reduce the fair value of our goodwill or indefinite-lived intangible assets below book value and we evaluate long-lived assets for potential impairment whenever events or change in circumstances indicate that the carrying amount of an asset may not be recoverable. We evaluate the recoverability of our goodwill by estimating the future discounted cash flows of our reporting units and terminal values of the businesses using projected future levels of income as well as business trends, prospects and market and economic conditions. We evaluate the recoverability of indefinite-lived intangible assets using the income approach based upon estimated future revenue streams, and we evaluate long-lived assets based upon estimated undiscounted future cash flows. Our fiscal 2013 annual impairment test did not result in a goodwill or significant indefinite-lived intangible asset impairment. However, if lower than projected levels of cash flows were to occur due to prolonged abnormal weather conditions or a prolonged weakness in general economic conditions, among other risks, it could cause less than expected growth and/or a reduction in terminal values and cash flows and could result in an impairment charge attributable to certain goodwill, indefinite-lived intangible assets and/or long-lived assets (particularly related to our Lodging operations), negatively impacting our results of operations and stockholders’ equity.
|
|
|
|
Three Months Ended
April 30,
|
|
Nine Months Ended
April 30,
|
||||||||||||
|
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
Mountain Reported EBITDA
|
|
$
|
227,951
|
|
|
$
|
194,330
|
|
|
$
|
309,269
|
|
|
$
|
279,971
|
|
|
Lodging Reported EBITDA
|
|
13,111
|
|
|
8,388
|
|
|
16,348
|
|
|
10,830
|
|
||||
|
Resort Reported EBITDA
|
|
241,062
|
|
|
202,718
|
|
|
325,617
|
|
|
290,801
|
|
||||
|
Real Estate Reported EBITDA
|
|
(2,278
|
)
|
|
(3,156
|
)
|
|
(5,792
|
)
|
|
(9,412
|
)
|
||||
|
Income before provision for income taxes
|
|
187,546
|
|
|
157,402
|
|
|
164,582
|
|
|
156,843
|
|
||||
|
Net income attributable to Vail Resorts, Inc.
|
|
$
|
117,946
|
|
|
$
|
97,640
|
|
|
$
|
103,833
|
|
|
$
|
97,611
|
|
|
|
|
Three Months Ended
April 30,
|
|
Percentage
Increase
(Decrease)
|
|||||||
|
|
|
2014
|
|
2013
|
|
||||||
|
Net Mountain revenue:
|
|
|
|
|
|
|
|||||
|
Lift
|
|
$
|
251,914
|
|
|
$
|
215,163
|
|
|
17.1
|
%
|
|
Ski school
|
|
62,512
|
|
|
53,531
|
|
|
16.8
|
%
|
||
|
Dining
|
|
42,303
|
|
|
37,876
|
|
|
11.7
|
%
|
||
|
Retail/rental
|
|
73,785
|
|
|
66,329
|
|
|
11.2
|
%
|
||
|
Other
|
|
30,073
|
|
|
29,118
|
|
|
3.3
|
%
|
||
|
Total Mountain net revenue
|
|
$
|
460,587
|
|
|
$
|
402,017
|
|
|
14.6
|
%
|
|
Mountain operating expense:
|
|
|
|
|
|
|
|||||
|
Labor and labor-related benefits
|
|
$
|
92,342
|
|
|
$
|
83,372
|
|
|
10.8
|
%
|
|
Retail cost of sales
|
|
25,419
|
|
|
23,795
|
|
|
6.8
|
%
|
||
|
Resort related fees
|
|
26,117
|
|
|
22,445
|
|
|
16.4
|
%
|
||
|
General and administrative
|
|
36,073
|
|
|
31,581
|
|
|
14.2
|
%
|
||
|
Other
|
|
53,350
|
|
|
46,760
|
|
|
14.1
|
%
|
||
|
Total Mountain operating expense
|
|
$
|
233,301
|
|
|
$
|
207,953
|
|
|
12.2
|
%
|
|
Mountain equity investment income, net
|
|
665
|
|
|
266
|
|
|
150.0
|
%
|
||
|
Mountain Reported EBITDA
|
|
$
|
227,951
|
|
|
$
|
194,330
|
|
|
17.3
|
%
|
|
|
|
|
|
|
|
|
|||||
|
Total skier visits
|
|
4,176
|
|
|
3,756
|
|
|
11.2
|
%
|
||
|
ETP
|
|
$
|
60.32
|
|
|
$
|
57.29
|
|
|
5.3
|
%
|
|
|
|
Nine Months Ended
April 30,
|
|
Percentage
Increase
(Decrease)
|
|||||||
|
|
|
2014
|
|
2013
|
|
||||||
|
Net Mountain revenue:
|
|
|
|
|
|
|
|||||
|
Lift
|
|
$
|
447,271
|
|
|
$
|
390,820
|
|
|
14.4
|
%
|
|
Ski school
|
|
109,442
|
|
|
95,254
|
|
|
14.9
|
%
|
||
|
Dining
|
|
82,369
|
|
|
74,075
|
|
|
11.2
|
%
|
||
|
Retail/rental
|
|
188,401
|
|
|
176,802
|
|
|
6.6
|
%
|
||
|
Other
|
|
82,091
|
|
|
78,719
|
|
|
4.3
|
%
|
||
|
Total Mountain net revenue
|
|
$
|
909,574
|
|
|
$
|
815,670
|
|
|
11.5
|
%
|
|
Mountain operating expense:
|
|
|
|
|
|
|
|||||
|
Labor and labor-related benefits
|
|
$
|
226,143
|
|
|
$
|
201,350
|
|
|
12.3
|
%
|
|
Retail cost of sales
|
|
76,109
|
|
|
75,230
|
|
|
1.2
|
%
|
||
|
Resort related fees
|
|
47,148
|
|
|
40,830
|
|
|
15.5
|
%
|
||
|
General and administrative
|
|
105,010
|
|
|
93,698
|
|
|
12.1
|
%
|
||
|
Other
|
|
147,177
|
|
|
125,390
|
|
|
17.4
|
%
|
||
|
Total Mountain operating expense
|
|
$
|
601,587
|
|
|
$
|
536,498
|
|
|
12.1
|
%
|
|
Mountain equity investment income, net
|
|
1,282
|
|
|
799
|
|
|
60.5
|
%
|
||
|
Mountain Reported EBITDA
|
|
$
|
309,269
|
|
|
$
|
279,971
|
|
|
10.5
|
%
|
|
|
|
|
|
|
|
|
|||||
|
Total skier visits
|
|
7,688
|
|
|
6,977
|
|
|
10.2
|
%
|
||
|
ETP
|
|
$
|
58.18
|
|
|
$
|
56.02
|
|
|
3.9
|
%
|
|
|
|
Three Months Ended
April 30,
|
|
Percentage
Increase
(Decrease)
|
|||||||
|
|
|
2014
|
|
2013
|
|
||||||
|
Lodging net revenue:
|
|
|
|
|
|
|
|||||
|
Owned hotel rooms
|
|
$
|
12,632
|
|
|
$
|
10,966
|
|
|
15.2
|
%
|
|
Managed condominium rooms
|
|
20,578
|
|
|
16,110
|
|
|
27.7
|
%
|
||
|
Dining
|
|
9,768
|
|
|
6,044
|
|
|
61.6
|
%
|
||
|
Transportation
|
|
9,865
|
|
|
8,756
|
|
|
12.7
|
%
|
||
|
Other
|
|
10,757
|
|
|
9,180
|
|
|
17.2
|
%
|
||
|
|
|
63,600
|
|
|
51,056
|
|
|
24.6
|
%
|
||
|
Payroll cost reimbursements
|
|
2,693
|
|
|
2,778
|
|
|
(3.1
|
)%
|
||
|
Total Lodging net revenue
|
|
$
|
66,293
|
|
|
$
|
53,834
|
|
|
23.1
|
%
|
|
Lodging operating expense:
|
|
|
|
|
|
|
|||||
|
Labor and labor-related benefits
|
|
$
|
24,918
|
|
|
$
|
21,384
|
|
|
16.5
|
%
|
|
General and administrative
|
|
8,571
|
|
|
7,553
|
|
|
13.5
|
%
|
||
|
Other
|
|
17,000
|
|
|
13,731
|
|
|
23.8
|
%
|
||
|
|
|
50,489
|
|
|
42,668
|
|
|
18.3
|
%
|
||
|
Reimbursed payroll costs
|
|
2,693
|
|
|
2,778
|
|
|
(3.1
|
)%
|
||
|
Total Lodging operating expense
|
|
$
|
53,182
|
|
|
$
|
45,446
|
|
|
17.0
|
%
|
|
Lodging Reported EBITDA
|
|
$
|
13,111
|
|
|
$
|
8,388
|
|
|
56.3
|
%
|
|
|
|
|
|
|
|
|
|||||
|
Owned hotel statistics:
|
|
|
|
|
|
|
|||||
|
ADR
|
|
$
|
243.33
|
|
|
$
|
244.97
|
|
|
(0.7
|
)%
|
|
RevPar
|
|
$
|
183.02
|
|
|
$
|
157.73
|
|
|
16.0
|
%
|
|
Managed condominium statistics:
|
|
|
|
|
|
|
|||||
|
ADR
|
|
$
|
394.52
|
|
|
$
|
382.80
|
|
|
3.1
|
%
|
|
RevPar
|
|
$
|
165.49
|
|
|
$
|
145.48
|
|
|
13.8
|
%
|
|
Owned hotel and managed condominium statistics (combined):
|
|
|
|
|
|
|
|||||
|
ADR
|
|
$
|
333.26
|
|
|
$
|
330.70
|
|
|
0.8
|
%
|
|
RevPar
|
|
$
|
170.32
|
|
|
$
|
148.71
|
|
|
14.5
|
%
|
|
|
|
Nine Months Ended
April 30,
|
|
Percentage
Increase
(Decrease)
|
|||||||
|
|
|
2014
|
|
2013
|
|
||||||
|
Lodging net revenue:
|
|
|
|
|
|
|
|||||
|
Owned hotel rooms
|
|
$
|
36,943
|
|
|
$
|
33,566
|
|
|
10.1
|
%
|
|
Managed condominium rooms
|
|
46,474
|
|
|
36,529
|
|
|
27.2
|
%
|
||
|
Dining
|
|
31,016
|
|
|
22,146
|
|
|
40.1
|
%
|
||
|
Transportation
|
|
19,489
|
|
|
17,570
|
|
|
10.9
|
%
|
||
|
Golf
|
|
7,642
|
|
|
7,711
|
|
|
(0.9
|
)%
|
||
|
Other
|
|
30,225
|
|
|
26,868
|
|
|
12.5
|
%
|
||
|
|
|
171,789
|
|
|
144,390
|
|
|
19.0
|
%
|
||
|
Payroll cost reimbursements
|
|
7,905
|
|
|
8,495
|
|
|
(6.9
|
)%
|
||
|
Total Lodging net revenue
|
|
$
|
179,694
|
|
|
$
|
152,885
|
|
|
17.5
|
%
|
|
Lodging operating expense:
|
|
|
|
|
|
|
|||||
|
Labor and labor-related benefits
|
|
$
|
76,841
|
|
|
$
|
66,306
|
|
|
15.9
|
%
|
|
General and administrative
|
|
24,900
|
|
|
21,814
|
|
|
14.1
|
%
|
||
|
Other
|
|
53,700
|
|
|
45,440
|
|
|
18.2
|
%
|
||
|
|
|
155,441
|
|
|
133,560
|
|
|
16.4
|
%
|
||
|
Reimbursed payroll costs
|
|
7,905
|
|
|
8,495
|
|
|
(6.9
|
)%
|
||
|
Total Lodging operating expense
|
|
$
|
163,346
|
|
|
$
|
142,055
|
|
|
15.0
|
%
|
|
Lodging Reported EBITDA
|
|
$
|
16,348
|
|
|
$
|
10,830
|
|
|
51.0
|
%
|
|
|
|
|
|
|
|
|
|||||
|
Owned hotel statistics:
|
|
|
|
|
|
|
|||||
|
ADR
|
|
$
|
218.30
|
|
|
$
|
212.16
|
|
|
2.9
|
%
|
|
RevPar
|
|
$
|
141.33
|
|
|
$
|
128.40
|
|
|
10.1
|
%
|
|
Managed condominium statistics:
|
|
|
|
|
|
|
|||||
|
ADR
|
|
$
|
366.41
|
|
|
$
|
358.09
|
|
|
2.3
|
%
|
|
RevPar
|
|
$
|
111.82
|
|
|
$
|
98.92
|
|
|
13.0
|
%
|
|
Owned hotel and managed condominium statistics (combined):
|
|
|
|
|
|
|
|||||
|
ADR
|
|
$
|
294.17
|
|
|
$
|
287.46
|
|
|
2.3
|
%
|
|
RevPar
|
|
$
|
120.96
|
|
|
$
|
107.75
|
|
|
12.3
|
%
|
|
|
|
Three Months Ended
April 30, |
|
Percentage
Increase
(Decrease)
|
|||||||
|
|
|
2014
|
|
2013
|
|
||||||
|
Total Real Estate net revenue
|
|
$
|
16,167
|
|
|
$
|
13,840
|
|
|
16.8
|
%
|
|
Real Estate operating expense:
|
|
|
|
|
|
|
|||||
|
Cost of sales (including sales commission)
|
|
13,815
|
|
|
11,350
|
|
|
21.7
|
%
|
||
|
Other
|
|
4,630
|
|
|
5,646
|
|
|
(18.0
|
)%
|
||
|
Total Real Estate operating expense
|
|
18,445
|
|
|
16,996
|
|
|
8.5
|
%
|
||
|
Real Estate Reported EBITDA
|
|
$
|
(2,278
|
)
|
|
$
|
(3,156
|
)
|
|
27.8
|
%
|
|
|
|
Nine Months Ended
April 30, |
|
Percentage
Increase
(Decrease)
|
|||||||
|
|
|
2014
|
|
2013
|
|
||||||
|
Total Real Estate net revenue
|
|
$
|
29,890
|
|
|
$
|
39,937
|
|
|
(25.2
|
)%
|
|
Real Estate operating expense:
|
|
|
|
|
|
|
|||||
|
Cost of sales (including sales commission)
|
|
24,922
|
|
|
33,585
|
|
|
(25.8
|
)%
|
||
|
Other
|
|
10,760
|
|
|
15,764
|
|
|
(31.7
|
)%
|
||
|
Total Real Estate operating expense
|
|
35,682
|
|
|
49,349
|
|
|
(27.7
|
)%
|
||
|
Real Estate Reported EBITDA
|
|
$
|
(5,792
|
)
|
|
$
|
(9,412
|
)
|
|
38.5
|
%
|
|
|
|
Three Months Ended
April 30, |
|
Nine Months Ended
April 30, |
||||||||||||
|
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
Mountain Reported EBITDA
|
|
$
|
227,951
|
|
|
$
|
194,330
|
|
|
$
|
309,269
|
|
|
$
|
279,971
|
|
|
Lodging Reported EBITDA
|
|
13,111
|
|
|
8,388
|
|
|
16,348
|
|
|
10,830
|
|
||||
|
Resort Reported EBITDA
|
|
241,062
|
|
|
202,718
|
|
|
325,617
|
|
|
290,801
|
|
||||
|
Real Estate Reported EBITDA
|
|
(2,278
|
)
|
|
(3,156
|
)
|
|
(5,792
|
)
|
|
(9,412
|
)
|
||||
|
Total Reported EBITDA
|
|
238,784
|
|
|
199,562
|
|
|
319,825
|
|
|
281,389
|
|
||||
|
Depreciation and amortization
|
|
(35,588
|
)
|
|
(33,730
|
)
|
|
(105,948
|
)
|
|
(98,827
|
)
|
||||
|
Gain (loss) on disposal of fixed assets, net
|
|
634
|
|
|
(224
|
)
|
|
(839
|
)
|
|
(757
|
)
|
||||
|
Investment income, net
|
|
124
|
|
|
153
|
|
|
289
|
|
|
306
|
|
||||
|
Interest expense
|
|
(16,408
|
)
|
|
(8,359
|
)
|
|
(48,745
|
)
|
|
(25,268
|
)
|
||||
|
Income before provision for income taxes
|
|
187,546
|
|
|
157,402
|
|
|
164,582
|
|
|
156,843
|
|
||||
|
Provision for income taxes
|
|
(69,680
|
)
|
|
(59,814
|
)
|
|
(60,953
|
)
|
|
(59,329
|
)
|
||||
|
Net income
|
|
117,866
|
|
|
97,588
|
|
|
103,629
|
|
|
97,514
|
|
||||
|
Net loss attributable to noncontrolling interests
|
|
80
|
|
|
52
|
|
|
204
|
|
|
97
|
|
||||
|
Net income attributable to Vail Resorts, Inc.
|
|
$
|
117,946
|
|
|
$
|
97,640
|
|
|
$
|
103,833
|
|
|
$
|
97,611
|
|
|
|
|
April 30,
|
||||||
|
|
|
2014
|
|
2013
|
||||
|
Long-term debt
|
|
$
|
799,223
|
|
|
$
|
489,240
|
|
|
Long-term debt due within one year
|
|
879
|
|
|
518
|
|
||
|
Total debt
|
|
800,102
|
|
|
489,758
|
|
||
|
Less: cash and cash equivalents
|
|
307,431
|
|
|
237,735
|
|
||
|
Net Debt
|
|
$
|
492,671
|
|
|
$
|
252,023
|
|
|
•
|
prolonged weakness in general economic conditions, including adverse effects on the overall travel and leisure related industries;
|
|
•
|
unfavorable weather conditions or natural disasters;
|
|
•
|
adverse events that occur during our peak operating periods combined with the seasonality of our business;
|
|
•
|
competition in our mountain and lodging businesses;
|
|
•
|
our ability to grow our resort and real estate operations;
|
|
•
|
our ability to successfully initiate, complete and sell our real estate development projects and achieve the anticipated financial benefits from such projects;
|
|
•
|
further adverse changes in real estate markets;
|
|
•
|
continued volatility in credit markets;
|
|
•
|
our ability to obtain financing on terms acceptable to us to finance our future real estate development, capital expenditures and growth strategy;
|
|
•
|
our reliance on government permits or approvals for our use of Federal land or to make operational and capital improvements;
|
|
•
|
demand for planned summer activities and our ability to successfully obtain necessary approvals and construct the planned improvements;
|
|
•
|
adverse consequences of current or future legal claims;
|
|
•
|
our ability to hire and retain a sufficient seasonal workforce;
|
|
•
|
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;
|
|
•
|
negative publicity which diminishes the value of our brands;
|
|
•
|
our ability to integrate and successfully realize anticipated benefits from the lease of Canyons operations or future acquisitions;
|
|
•
|
the ultimate outcome of litigation regarding the ski terrain of Park City Mountain Resort;
|
|
•
|
adverse consequences on lease payment obligations for Canyons due to increases in the consumer price index, or CPI;
|
|
•
|
our ability to realize the anticipated tax benefits from Canyons transaction; and
|
|
•
|
implications arising from new Financial Accounting Standards Board (“FASB”)/governmental legislation, rulings or interpretations.
|
|
Exhibit
Number
|
Description
|
Sequentially
Numbered Page
|
|
|
|
|
|
|
|
3.1
|
Amended and Restated Certificate of Incorporation of Vail Resorts, Inc., dated January 5, 2005 (Incorporated by reference to Exhibit 3.1 on Form 10-Q of Vail Resorts, Inc. for the quarter ended January 31, 2005)(File No. 001-09614).
|
|
|
|
|
|
|
|
|
3.2
|
Certificate of Amendment of Amended and Restated Certificate of Incorporation of Vail Resorts, Inc., dated December 7, 2011 (Incorporated by reference to Exhibit 3.1 on Form 8-K of Vail Resorts, Inc. filed on December 8, 2011)(File No. 001-09614).
|
|
|
|
|
|
|
|
|
3.3
|
Amended and Restated Bylaws of Vail Resorts, Inc., dated December 7, 2011 (Incorporated by reference to Exhibit 3.2 on Form 8-K of Vail Resorts, Inc. filed on December 8, 2011)(File No. 001-09614).
|
|
|
|
|
|
|
|
|
10.1
|
Sixth Amended and Restated Credit Agreement, dated as of March 13, 2014, among Vail Holdings, Inc., as borrower, Bank of America, N.A., as administrative agent, U.S. Bank National Association and Wells Fargo Bank, National Association, as co-syndication agents, BBVA Compass, as documentation agent, Merrill Lynch Pierce, Fenner & Smith Incorporated and U.S. Bank National Association, as joint lead arrangers and joint bookrunners, Wells Fargo Securities, LLC, as joint lead arranger, and the Lenders party thereto (Incorporated by reference to Exhibit 10.1 on Form 8-K of Vail Resorts, Inc. filed on March 18, 2014)(File No. 001-09614).
|
|
|
|
|
|
|
|
|
31.1
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
24
|
|
|
|
|
|
|
|
31.2
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
25
|
|
|
|
|
|
|
|
32
|
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
26
|
|
|
|
|
|
|
|
101
|
The following information from the Company’s Quarterly Report on Form 10-Q for the three and nine months ended April 30, 2014 formatted in eXtensible Business Reporting Language: (i) Unaudited Consolidated Condensed Balance Sheets as of April 30, 2014, July 31, 2013, and April 30, 2013; (ii) Unaudited Consolidated Condensed Statements of Operations for the three and nine months ended April 30, 2014 and April 30, 2013; (iii) Unaudited Consolidated Condensed Statements of Comprehensive Income for the three and nine months ended April 30, 2014 and April 30, 2013; (iv) Unaudited Consolidated Condensed Statements of Cash Flows for the nine months ended April 30, 2014 and April 30, 2013; and (v) Notes to the Consolidated Condensed Financial Statements.
|
|
|
|
|
|
Vail Resorts, Inc.
|
|
|
|
|
|
Date: June 5, 2014
|
By:
|
/s/ Michael Z. Barkin
|
|
|
|
Michael Z. Barkin
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
Date: June 5, 2014
|
By:
|
/s/ Mark L. Schoppet
|
|
|
|
Mark L. Schoppet
|
|
|
|
Senior Vice President, Controller and Chief Accounting Officer
|
|
|
|
(Principal Accounting Officer)
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|