Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 2018
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission File Number: 001-09614
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12300420&doc=12
Vail Resorts, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
 
51-0291762
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification No.)
 
 
390 Interlocken Crescent
Broomfield, Colorado
 
80021
(Address of Principal Executive Offices)
 
(Zip Code)
(303) 404-1800
(Registrant’s Telephone Number, Including Area Code) 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    ý  Yes    ¨  No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    ý  Yes    ¨  No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
 
ý
  
Accelerated filer
 
¨
 
 
 
 
Non-accelerated filer
 
¨  (Do not check if a smaller reporting company)
  
Smaller reporting company
 
¨
 
 
 
 
 
 
 
 
 
 
 
Emerging growth company
 
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨  Yes    ý  No
As of June 4, 2018, 40,323,276 shares of the registrant’s common stock were outstanding.




Table of Contents
 
 
 
 
PART I
FINANCIAL INFORMATION
Page
 
 
 
Item 1.
Financial Statements (unaudited).
 
 
 
 
 
 
 
Item 2.
Item 3.
Item 4.
 
 
 
PART II
OTHER INFORMATION
 
 
 
 
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.




Vail Resorts, Inc.
Consolidated Condensed Balance Sheets
(In thousands, except per share amounts)
(Unaudited)
 
 
 
April 30, 2018
 
July 31, 2017
 
April 30, 2017
Assets
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
Cash and cash equivalents
 
$
181,597

 
$
117,389

 
$
195,818

Restricted cash
 
7,427

 
10,273

 
8,648

Trade receivables, net
 
220,248

 
186,913

 
174,433

Inventories, net
 
79,361

 
84,814

 
77,332

Other current assets
 
31,027

 
33,681

 
42,488

Total current assets
 
519,660

 
433,070

 
498,719

Property, plant and equipment, net (Note 6)
 
1,640,727

 
1,714,154

 
1,647,004

Real estate held for sale and investment
 
99,623

 
103,405

 
108,217

Goodwill, net
 
1,488,663

 
1,519,743

 
1,430,008

Intangible assets, net
 
283,802

 
294,932

 
280,516

Other assets
 
42,960

 
45,414

 
44,403

Total assets
 
$
4,075,435

 
$
4,110,718

 
$
4,008,867

Liabilities and Stockholders’ Equity
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
Accounts payable and accrued liabilities (Note 6)
 
$
429,858

 
$
467,669

 
$
403,285

Income taxes payable
 
29,512

 
98,491

 
48,702

Long-term debt due within one year (Note 4)
 
38,444

 
38,397

 
38,386

Total current liabilities
 
497,814

 
604,557

 
490,373

Long-term debt, net (Note 4)
 
1,078,005

 
1,234,024

 
1,168,210

Other long-term liabilities (Note 6)
 
279,797

 
301,736

 
280,203

Deferred income taxes, net (Note 2)
 
215,696

 
171,442

 
281,813

Total liabilities
 
2,071,312

 
2,311,759

 
2,220,599

Commitments and contingencies (Note 8)
 


 


 


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, 45,874, 45,448 and 45,443 shares issued, respectively
 
458

 
454

 
454

Exchangeable shares, $0.01 par value, 58, 69 and 70 shares issued and outstanding, respectively (Note 5)
 
1

 
1

 
1

Additional paid-in capital
 
1,162,872

 
1,222,510

 
1,217,820

Accumulated other comprehensive income (loss)
 
10,469

 
44,395

 
(44,677
)
Retained earnings
 
869,862

 
550,985

 
650,331

Treasury stock, at cost, 5,552, 5,436, and 5,436 shares, respectively (Note 10)
 
(272,989
)
 
(247,189
)
 
(247,189
)
Total Vail Resorts, Inc. stockholders’ equity
 
1,770,673

 
1,571,156

 
1,576,740

Noncontrolling interests
 
233,450

 
227,803

 
211,528

Total stockholders’ equity
 
2,004,123

 
1,798,959

 
1,788,268

Total liabilities and stockholders’ equity
 
$
4,075,435

 
$
4,110,718

 
$
4,008,867

The accompanying Notes are an integral part of these unaudited consolidated condensed financial statements.

2



Vail Resorts, Inc.
Consolidated Condensed Statements of Operations
(In thousands, except per share amounts)
(Unaudited)
 
 
Three Months Ended
April 30,
 
Nine Months Ended
April 30,
 
2018
 
2017
 
2018
 
2017
Net revenue:
 
 
 
 
 
 
 
Mountain and Lodging services and other
$
700,033

 
$
653,510

 
$
1,437,753

 
$
1,338,836

Mountain and Lodging retail and dining
141,318

 
136,251

 
358,253

 
349,077

Resort net revenue
841,351

 
789,761

 
1,796,006

 
1,687,913

Real Estate
3,140

 
4,870

 
3,910

 
10,181

Total net revenue
844,491

 
794,631

 
1,799,916


1,698,094

Operating expense (exclusive of depreciation and amortization shown separately below):
 
 
 
 
 
 
 
Mountain and Lodging operating expense
301,760

 
281,778

 
780,539

 
717,318

Mountain and Lodging retail and dining cost of products sold
54,289

 
52,673

 
147,205

 
142,422

General and administrative
66,181

 
63,836

 
194,780

 
185,802

Resort operating expense
422,230

 
398,287

 
1,122,524

 
1,045,542

Real Estate, net
(597
)
 
9,818

 
2,301

 
17,144

Total segment operating expense
421,633

 
408,105

 
1,124,825

 
1,062,686

Other operating (expense) income:
 
 
 
 
 
 
 
Depreciation and amortization
(54,104
)
 
(50,029
)
 
(154,132
)
 
(140,236
)
Gain on sale of real property

 

 
515

 
6,466

Change in estimated fair value of contingent consideration (Note 7)
2,454

 
(14,500
)
 
2,454

 
(15,100
)
Loss on disposal of fixed assets and other, net
(3,230
)
 
(1,924
)
 
(2,125
)
 
(4,705
)
Income from operations
367,978

 
320,073

 
521,803

 
481,833

Mountain equity investment income, net
607

 
521

 
1,094

 
1,510

Investment income and other, net
736

 
210

 
1,516

 
5,881

Foreign currency loss on intercompany loans (Note 4)
(9,502
)
 
(9,065
)
 
(6,511
)
 
(3,899
)
Interest expense, net
(15,648
)
 
(14,248
)
 
(46,795
)
 
(40,426
)
Income before (provision) benefit from income taxes
344,171

 
297,491

 
471,107

 
444,899

(Provision) benefit from income taxes (Note 2)
(71,896
)
 
(100,635
)
 
17,914

 
(151,933
)
Net income
272,275

 
196,856

 
489,021

 
292,966

Net income attributable to noncontrolling interests
(16,023
)
 
(15,749
)
 
(25,463
)
 
(25,267
)
Net income attributable to Vail Resorts, Inc.
$
256,252

 
$
181,107

 
$
463,558

 
$
267,699

Per share amounts (Note 3):
 
 
 
 
 
 
 
Basic net income per share attributable to Vail Resorts, Inc.
$
6.34

 
$
4.52

 
$
11.48

 
$
6.87

Diluted net income per share attributable to Vail Resorts, Inc.
$
6.17

 
$
4.40

 
$
11.13

 
$
6.68

Cash dividends declared per share
$
1.47

 
$
1.053

 
$
3.576

 
$
2.673

The accompanying Notes are an integral part of these unaudited consolidated condensed financial statements.



3




Vail Resorts, Inc.
Consolidated Condensed Statements of Comprehensive Income
(In thousands)
(Unaudited)

 
 
Three Months Ended
April 30,
 
Nine Months Ended
April 30,
 
 
2018
 
2017
 
2018
 
2017
Net income
 
$
272,275

 
$
196,856

 
$
489,021

 
$
292,966

Foreign currency translation adjustments, net of tax
 
(64,020
)
 
(48,690
)
 
(44,417
)
 
(47,452
)
Comprehensive income
 
208,255

 
148,166

 
444,604

 
245,514

Comprehensive income attributable to noncontrolling interests
 
(284
)
 
(10,822
)
 
(14,972
)
 
(20,942
)
Comprehensive income attributable to Vail Resorts, Inc.
 
$
207,971

 
$
137,344

 
$
429,632

 
$
224,572

The accompanying Notes are an integral part of these unaudited consolidated condensed financial statements.


4



Vail Resorts, Inc.
Consolidated Condensed Statements of Stockholders’ Equity
(In thousands)
(Unaudited)
 
Common Stock
Additional Paid in Capital
Accumulated Other Comprehensive (Loss) Income
Retained Earnings
Treasury Stock
Total Vail Resorts, Inc. Stockholders’ Equity
Noncontrolling Interests
Total Stockholders’ Equity
 
Vail Resorts
Exchangeable
 
 
 
 
 
 
 
Balance, July 31, 2016
$
416

$

$
635,986

$
(1,550
)
$
486,667

$
(246,979
)
$
874,540

$
13,926

$
888,466

Comprehensive income:
 
 
 
 
 
 
 
 
 
Net income




267,699


267,699

25,267

292,966

Foreign currency translation adjustments, net of tax



(43,127
)


(43,127
)
(4,325
)
(47,452
)
Total comprehensive income
 
 
 
 
 
 
224,572

20,942

245,514

Stock-based compensation expense


13,588




13,588


13,588

Shares issued for acquisition (Note 5)
33

4

574,608




574,645


574,645

Exchangeable shares transfers
3

(3
)







Issuance of shares under share award plans, net of shares withheld for employee taxes
2


(15,886
)



(15,884
)

(15,884
)
Tax benefit from share award plans
 

9,524




9,524


9,524

Repurchase of common stock (Note 10)





(210
)
(210
)

(210
)
Dividends (Note 3)




(104,035
)

(104,035
)

(104,035
)
Acquisition of noncontrolling interest (Note 5)







182,579

182,579

Distributions to noncontrolling interests, net







(5,919
)
(5,919
)
Balance, April 30, 2017
$
454

$
1

$
1,217,820

$
(44,677
)
$
650,331

$
(247,189
)
$
1,576,740

$
211,528

$
1,788,268

 
 
 
 
 
 
 
 
 
 
Balance, July 31, 2017
$
454

$
1

$
1,222,510

$
44,395

$
550,985

$
(247,189
)
$
1,571,156

$
227,803

$
1,798,959

Comprehensive income:
 
 
 
 
 
 
 
 
 
Net income




463,558


463,558

25,463

489,021

Foreign currency translation adjustments, net of tax



(33,926
)


(33,926
)
(10,491
)
(44,417
)
Total comprehensive income
 
 
 
 
 
 
429,632

14,972

444,604

Stock-based compensation expense


14,056




14,056


14,056

Measurement period adjustment (Note 5)







(1,776
)
(1,776
)
Issuance of shares under share award plans, net of shares withheld for employee taxes
4


(73,694
)



(73,690
)

(73,690
)
Repurchase of common stock (Note 10)





(25,800
)
(25,800
)

(25,800
)
Dividends (Note 3)




(144,681
)

(144,681
)

(144,681
)
Distributions to noncontrolling interests, net







(7,549
)
(7,549
)
Balance, April 30, 2018
$
458

$
1

$
1,162,872

$
10,469

$
869,862

$
(272,989
)
$
1,770,673

$
233,450

$
2,004,123

The accompanying Notes are an integral part of these unaudited consolidated condensed financial statements.

5



Vail Resorts, Inc.
Consolidated Condensed Statements of Cash Flows
(In thousands)
(Unaudited)
 
 
Nine Months Ended April 30,
 
 
2018
 
2017
Cash flows from operating activities:
 
 
 
 
Net income
 
$
489,021

 
$
292,966

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Depreciation and amortization
 
154,132

 
140,236

Cost of real estate sales
 
3,750

 
8,017

Stock-based compensation expense
 
14,056

 
13,588

Deferred income taxes, net
 
36,558

 
151,933

Change in fair value of contingent consideration
 
(2,454
)
 
15,100

Gain on sale of real property
 
(515
)
 
(6,466
)
Foreign exchange loss on intercompany loans
 
6,511

 
3,899

Other non-cash income, net
 
(7,575
)
 
(7,640
)
Changes in assets and liabilities:
 
 
 
 
Restricted cash
 
2,649

 
3,557

Trade receivables, net
 
(33,096
)
 
(26,375
)
Inventories, net
 
5,609

 
13,648

Accounts payable and accrued liabilities
 
(35,519
)
 
(41,770
)
Deferred revenue
 
11,014

 
(9,345
)
Income taxes payable - excess tax benefit from share award exercises
 
(54,473
)
 
(9,524
)
Income taxes payable - other
 
(14,100
)
 
(46,604
)
Other assets and liabilities, net
 
7,744

 
(1,023
)
Net cash provided by operating activities
 
583,312

 
494,197

Cash flows from investing activities:
 

 
 
Capital expenditures
 
(106,314
)
 
(111,836
)
Acquisition of businesses, net of cash acquired
 
(1,356
)
 
(512,348
)
Cash received from the sale of real property
 
515

 
7,692

Other investing activities, net
 
6,573

 
6,543

Net cash used in investing activities
 
(100,582
)
 
(609,949
)
Cash flows from financing activities:
 

 
 
Proceeds from borrowings under Vail Holdings Credit Agreement
 
95,000

 
619,375

Proceeds from borrowings under Whistler Credit Agreement
 
11,920

 
2,229

Repayments of borrowings under Vail Holdings Credit Agreement
 
(173,125
)
 
(203,750
)
Repayments of borrowings under Whistler Credit Agreement
 
(91,941
)
 
(53,889
)
Employee taxes paid for share award exercises
 
(73,690
)
 
(15,884
)
Dividends paid
 
(144,681
)
 
(104,035
)
Repurchases of common stock
 
(25,800
)
 
(210
)
Other financing activities, net
 
(11,626
)
 
917

Net cash (used in) provided by financing activities
 
(413,943
)
 
244,753

Effect of exchange rate changes on cash and cash equivalents
 
(4,579
)
 
(1,080
)
Net increase in cash and cash equivalents
 
64,208

 
127,921

Cash and cash equivalents:
 
 
 
 
Beginning of period
 
117,389

 
67,897

End of period
 
$
181,597

 
$
195,818

Non-cash investing activities:
 
 
 
 
Accrued capital expenditures
 
$
7,869

 
$
9,127

The accompanying Notes are an integral part of these unaudited consolidated condensed financial statements.

6



Vail Resorts, Inc.
Notes to Consolidated Condensed Financial Statements
(Unaudited)
 

1.
Organization and Business
Vail Resorts, Inc. (“Vail Resorts”) is organized as a holding company and operates through various subsidiaries. Vail Resorts and its subsidiaries (collectively, the “Company”) operate in three business segments: Mountain, Lodging and Real Estate. The Company refers to “Resort” as the combination of the Mountain and Lodging segments.

In the Mountain segment, the Company operates eleven world-class mountain resort properties and three urban ski areas including:
Mountain Resorts:
 
Location:
1.
Vail Mountain Resort (“Vail Mountain”)
 
Colorado
2.
Breckenridge Ski Resort (“Breckenridge”)
 
Colorado
3.
Keystone Resort (“Keystone”)
 
Colorado
4.
Beaver Creek Resort (“Beaver Creek”)
 
Colorado
5.
Park City Resort (“Park City”)
 
Utah
6.
Heavenly Mountain Resort (“Heavenly”)
 
Lake Tahoe area of Nevada and California
7.
Northstar Resort (“Northstar”)
 
Lake Tahoe area of California
8.
Kirkwood Mountain Resort (“Kirkwood”)
 
Lake Tahoe area of California
9.
Perisher Ski Resort (“Perisher”)
 
New South Wales, Australia
10.
Whistler Blackcomb Resort (“Whistler Blackcomb”)
 
British Columbia, Canada
11.
Stowe Mountain Resort (“Stowe”)
 
Vermont
Urban Ski Areas (“Urban”):
 
Location:
1.
Wilmot Mountain (“Wilmot”)
 
Wisconsin
2.
Afton Alps Ski Area (“Afton Alps”)
 
Minnesota
3.
Mount Brighton Ski Area (“Mt. Brighton”)
 
Michigan

Additionally, the Mountain segment includes ancillary services, primarily including ski school, dining and retail/rental operations, and for Perisher including lodging and transportation operations. The resorts located in the United States (“U.S.”), except for Northstar, Park City, Stowe and the Urban ski areas, operate primarily on federal land under the terms of Special Use Permits granted by the U.S. Department of Agriculture Forest Service. The operations of Whistler Blackcomb are conducted on land owned by the government of the Province of British Columbia, Canada within the traditional territory of the Squamish and Lil’wat Nations. The operations of Perisher are conducted pursuant to a long-term lease and license on land owned by the government of New South Wales, Australia. Stowe operates on land owned by the Company as well as land it leases from the State of Vermont.

In the Lodging segment, the Company owns and/or manages a collection of luxury hotels and condominiums under its RockResorts brand, as well as other strategic lodging properties and a large number of condominiums located in proximity to the Company’s North American mountain resorts, National Park Service (“NPS”) concessionaire properties including the Grand Teton Lodge Company (“GTLC”), which operates destination resorts in Grand Teton National Park, Colorado Mountain Express (“CME”), a Colorado resort ground transportation company, and mountain resort golf courses.

Vail Resorts Development Company (“VRDC”), a wholly-owned subsidiary, conducts the operations of the Company’s Real Estate segment, which owns, develops and sells real estate in and around the Company’s resort communities.

The Company’s mountain business and its lodging properties at or around the Company’s mountain resorts are seasonal in nature with peak operating seasons primarily from mid-November through mid-April in North America. The Company’s operating season at Perisher, its NPS concessionaire properties and its golf courses generally occur from June to early October.


7



2.
Summary of Significant Accounting Policies
Basis of Presentation
Consolidated Condensed Financial Statements— In the opinion of the Company, the accompanying Consolidated Condensed Financial Statements reflect all adjustments necessary to state fairly the Company’s financial position, results of operations and cash flows for the interim periods presented. All such adjustments are of a normal recurring nature. Results for interim periods are not indicative of the results for the entire fiscal year, particularly given the significant seasonality to the Company’s operating cycle. The accompanying Consolidated Condensed Financial Statements should be read in conjunction with the audited Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2017. Certain information and footnote disclosures, including significant accounting policies, normally included in fiscal year financial statements prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) have been condensed or omitted. The Consolidated Condensed Balance Sheet as of July 31, 2017 was derived from audited financial statements.

The Consolidated Condensed Statements of Operations for the three and nine months ended April 30, 2017 have been revised to separately disclose revenues and costs from retail and dining operations, as well as general and administrative costs. Retail and dining revenues were previously included within Mountain and Lodging revenues, and the related costs were previously included in Mountain and Lodging operating costs. Management considers the change in presentation of its Consolidated Condensed Statements of Operations to be immaterial to the periods presented. There is no change to previously reported total net revenue, operating expense, income from operations, net income attributable to Vail Resorts, Inc., per share amounts or segment results for either period.

Use of Estimates— The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.

Fair Value Instruments— The recorded amounts for cash and cash equivalents, receivables, other current assets, and accounts payable and accrued liabilities approximate fair value due to their short-term nature. The fair value of amounts outstanding under the Vail Holdings Credit Agreement revolver and term loan, Whistler Credit Agreement revolver and the Employee Housing Bonds (all as defined in Note 4, Long-Term Debt) approximate book value due to the variable nature of the interest rate, which is a market rate, associated with the debt.

Income Taxes— On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act includes broad and complex changes to the U.S. tax code that impacted the Company’s accounting and reporting for income taxes during the three and nine months ended April 30, 2018. These changes primarily consist of the following:
A reduction in the U.S. federal corporate income tax rate from 35% to 21%, effective January 1, 2018, which the Company expects will result in a fiscal 2018 U.S. blended federal statutory income tax rate for the Company of approximately 27%, and then will be reduced to 21% in fiscal 2019 and thereafter, subject to future changes in the tax laws.
The remeasurement of U.S. net deferred tax liabilities as of the effective date utilizing the new U.S. federal corporate income tax rate of 21%.
A territorial tax regime resulting in a one-time transitional repatriation tax on unremitted foreign earnings (“Transition Tax”), which may be paid over an eight-year period.
The elimination of the domestic production activities deduction as well as revised limitations on certain business expenses and executive compensation deductions.

On December 22, 2017, the Securities and Exchange Commission (“SEC”) staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to provide guidance that companies should apply each reporting period related to the income tax effects of the Tax Act. SAB 118 provides that companies (i) should record the effects of the changes from the Tax Act for which the accounting is complete (not provisional), (ii) should record provisional amounts for the effects of the changes from the Tax Act for which the accounting is not complete, and for which reasonable estimates can be determined, in the period they are identified, and (iii) should not record provisional amounts if reasonable estimates cannot be made for the effects of the changes from the Tax Act, and should continue to apply guidance based on the tax law in effect prior to the enactment on December 22, 2017. In addition, SAB 118 establishes a one-year measurement period (through December 22, 2018) where a provisional amount could be subject to adjustment, and requires certain qualitative and quantitative disclosures related to provisional amounts and accounting during the measurement period.

8



As a result of the Tax Act, the Company recorded a one-time, provisional net tax benefit of approximately $64.6 million on its Consolidated Condensed Statements of Operations for the nine months ended April 30, 2018, as described below.
Due to the reduction in the U.S. corporate tax rate, the Company remeasured its U.S. net deferred tax liabilities as of the effective date and recognized an estimated provisional benefit of approximately $71.0 million, as a discrete item in the (provision) benefit from income taxes for the nine months ended April 30, 2018, which is a reduction in net deferred tax liabilities in the accompanying Consolidated Condensed Balance Sheet as of April 30, 2018. The measurement of U.S. net deferred tax liabilities is provisional as the final remeasurement cannot be determined until the underlying temporary differences are known, rather than estimated.
The Company also recorded an estimated provisional charge for the Transition Tax of approximately $6.4 million as a discrete item in the (provision) benefit from income taxes for the nine months ended April 30, 2018. The Transition Tax recorded is provisional pending the finalization of earnings estimates of the Company’s foreign subsidiaries.
The Company is continuing to analyze the impact of the Tax Act. Adjustments to the provisional charges will be recorded as discrete items in the (provision) benefit from income taxes in the period in which those adjustments become reasonably estimable and/or the accounting is complete. Such adjustments may result from, among other things, future guidance, interpretations and regulatory changes from the Internal Revenue Service, the SEC, the FASB and/or various tax jurisdictions. The Company will complete its analysis no later than December 22, 2018 (the end of the one-year measurement period).

Recently Issued Accounting Standards
Adopted Standards
In March 2016, the FASB issued ASU No. 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” The new guidance requires companies to record all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement when the awards vest or are settled, as applicable, rather than within additional paid in capital which was required under the previous guidance. The guidance also requires companies to present excess tax benefits as an operating activity and cash paid to a taxing authority to satisfy employee statutory withholding as a financing activity on the statement of cash flows. Additionally, the guidance allows companies to make a policy election to account for forfeitures either upon occurrence or by estimating forfeitures. The Company adopted this standard on August 1, 2017, and is prospectively recording excess tax benefits and deficiencies within the provision or benefit for income taxes on its Consolidated Condensed Statements of Operations when stock-based compensation awards vest or are exercised. The Company expects this will increase volatility of the provision or benefit for income taxes as the amount of excess tax benefits or deficiencies from stock-based compensation awards are dependent on the Company’s stock price at the date the awards vest or are exercised. As a result of adopting this provision of the standard, the Company recorded $1.4 million and $54.5 million, respectively, of excess tax benefits within (provision) benefit from income taxes on its Consolidated Condensed Statements of Operations for the three and nine months ended April 30, 2018, resulting from vesting or exercises of equity awards during the respective periods. As of August 1, 2017, the Company prospectively presented excess tax benefits as operating activities on its Consolidated Condensed Statement of Cash Flows for the nine months ended April 30, 2018. Additionally, the Company has elected to record actual forfeitures for recording stock-based compensation expense when they occur, rather than estimate expected forfeitures, which did not have a material impact to the Consolidated Condensed Statements of Operations for both the three and nine months ended April 30, 2018. In accordance with the disclosure provisions of the new guidance, the Company retrospectively adopted the new presentation. Cash paid to taxing authorities on an employee’s behalf was changed to be classified as a financing activity in the Consolidated Condensed Statements of Cash Flows, which resulted in a decrease of approximately $15.9 million to cash provided by financing activities with a corresponding increase to cash provided by operating activities for the nine months ended April 30, 2017, as shown below (in thousands).
 
Nine Months Ended April 30, 2017
 
Previously Reported (Previous Guidance)
 
Tax Payments Change
 
Revised Reported (New Guidance)
Cash flows provided by operating activities
$
478,313

 
$
15,884

 
$
494,197

Cash flows used in investing activities (no change)
(609,949
)
 

 
(609,949
)
Cash flows provided by financing activities
260,637

 
(15,884
)
 
244,753

Effect of exchange rate changes (no change)
(1,080
)
 

 
(1,080
)
Net increase in cash and cash equivalents (no change)
$
127,921

 
$

 
$
127,921



9



Standards Being Evaluated
The authoritative guidance listed below is currently being evaluated for its impact to Company policies upon adoption as well as any significant implementation matters yet to be addressed.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” which supersedes the revenue recognition requirements in Accounting Standards Codification 605, “Revenue Recognition.” This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. Subsequent to the issuance of ASU 2014-09, the FASB has issued several amendments, which do not change the core principle of the guidance and are intended to clarify and improve understanding of certain topics included within the revenue standard. This standard will be effective for the first interim period within fiscal years beginning after December 15, 2017 (the Company’s first quarter of fiscal 2019), using one of two retrospective application methods. The Company will not early adopt this standard and is evaluating the impacts, if any, the adoption of this accounting standard will have on the Company’s financial position or results of operations and cash flows and related disclosures and is determining the appropriate transition method. The Company has completed a review of the majority of our revenue streams consisting of (i) season pass sales, (ii) non-season pass lift ticket sales, (iii) ski school sales, (iv) retail/rental sales, (v) food and beverage sales and (vi) hospitality services and determined the recognition and measurement shall remain unchanged under the revised standard as compared to the prior guidance. The Company is continuing to evaluate its remaining revenue streams as well as disclosure requirements of the new standard in advance of the required date of adoption.

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” which supersedes “Leases (Topic 840).” The standard requires lessees to recognize the assets and liabilities arising from all leases, including those classified as operating leases under previous accounting guidance, on the balance sheet and disclose key information about leasing arrangements. The standard also allows for an accounting policy election not to recognize on the balance sheet lease assets and liabilities for leases with a term of 12 months or less. Under the new guidance, lessees will be required to recognize a lease liability and a right-of-use asset on their balance sheets, while lessor accounting will be largely unchanged. The standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those years (the Company’s first quarter of fiscal 2020), and must be applied using a modified retrospective transition approach to leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with early adoption permitted. The Company is currently evaluating the impacts the adoption of this accounting standard will have on the Company’s financial position or results of operations and cash flows and related disclosures. Additionally, the Company is evaluating the impacts of the standard beyond accounting, including system, data and process changes required to comply with the standard and has selected an information system application that will centralize the Company’s lease information and be utilized for accounting under the new standard.

3.
Net Income per Share
Earnings per Share
Basic earnings per share (“EPS”) excludes dilution and is computed by dividing net income attributable to Vail Resorts stockholders by the weighted-average shares outstanding during the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised, resulting in the issuance of shares of common stock that would then share in the earnings of Vail Resorts.

In connection with the Company’s acquisition of Whistler Blackcomb in October 2016 (see Note 5, Acquisitions), the Company issued consideration in the form of shares of Vail Resorts common stock (the “Vail Shares”) and shares of the Company’s wholly-owned Canadian subsidiary (“Exchangeco”). Whistler Blackcomb shareholders elected to receive 3,327,719 Vail Shares and 418,095 shares of Exchangeco (the “Exchangeco Shares”). Both Vail Shares and Exchangeco Shares have a par value of $0.01 per share, and Exchangeco Shares, while outstanding, are substantially the economic equivalent of Vail Shares and are exchangeable, at any time prior to the seventh anniversary of the closing of the acquisition, into Vail Shares. The Company’s calculation of weighted-average shares outstanding includes the Exchangeco Shares.


10



Presented below is basic and diluted EPS for the three months ended April 30, 2018 and 2017 (in thousands, except per share amounts):
 
 
Three Months Ended April 30,
 
 
2018
 
2017
 
 
Basic
 
Diluted
 
Basic
 
Diluted
Net income per share:
 
 
 
 
 
 
 
 
Net income attributable to Vail Resorts
 
$
256,252

 
$
256,252

 
$
181,107

 
$
181,107

Weighted-average Vail Shares outstanding
 
40,379

 
40,379

 
39,996

 
39,996

Weighted-average Exchangeco Shares outstanding
 
59

 
59

 
72

 
72

Total Weighted-average shares outstanding
 
40,438

 
40,438

 
40,068

 
40,068

Effect of dilutive securities
 

 
1,107

 

 
1,113

Total shares
 
40,438

 
41,545

 
40,068

 
41,181

Net income per share attributable to Vail Resorts
 
$
6.34

 
$
6.17

 
$
4.52

 
$
4.40


The Company computes the effect of dilutive securities using the treasury stock method and average market prices during the period. The number of shares issuable upon the exercise of share based awards excluded from the calculation of diluted EPS because the effect of their inclusion would have been anti-dilutive totaled approximately 5,000 and 12,000 for the three months ended April 30, 2018 and 2017, respectively.

Presented below is basic and diluted EPS for the nine months ended April 30, 2018 and 2017 (in thousands, except per share amounts):
 
 
Nine Months Ended April 30,
 
 
2018
 
2017
 
 
Basic
 
Diluted
 
Basic
 
Diluted
Net income per share:
 
 
 
 
 
 
 
 
Net income attributable to Vail Resorts
 
$
463,558

 
$
463,558

 
$
267,699

 
$
267,699

Weighted-average Vail Shares outstanding
 
40,313

 
40,313

 
38,871

 
38,871

Weighted-average Exchangeco Shares outstanding
 
61

 
61

 
101

 
101

Total Weighted-average shares outstanding
 
40,374

 
40,374

 
38,972

 
38,972

Effect of dilutive securities
 

 
1,267

 

 
1,097

Total shares
 
40,374

 
41,641

 
38,972

 
40,069

Net income per share attributable to Vail Resorts
 
$
11.48

 
$
11.13

 
$
6.87

 
$
6.68


The number of shares issuable upon the exercise of share based awards excluded from the calculation of diluted EPS because the effect of their inclusion would have been anti-dilutive totaled approximately 5,000 and 4,000 for the nine months ended April 30, 2018 and 2017, respectively.

Dividends

During the three and nine months ended April 30, 2018, the Company paid cash dividends of $1.47 and $3.576 per share ($59.5 million and $144.7 million, respectively, in the aggregate). During the three and nine months ended April 30, 2017, the Company paid cash dividends of $1.053 and $2.673 per share ($42.3 million and $104.0 million, respectively, in the aggregate). On June 6, 2018, the Company’s Board of Directors declared a quarterly cash dividend of $1.47 per share, for Vail Shares, payable on July 12, 2018 to stockholders of record as of June 27, 2018. Additionally, a Canadian dollar equivalent dividend on the Exchangeco Shares will be payable on July 12, 2018 to the shareholders of record on June 27, 2018.


11



4.
Long-Term Debt
Long-term debt, net as of April 30, 2018July 31, 2017 and April 30, 2017 is summarized as follows (in thousands):
 
 
Maturity
 
April 30, 2018
 
July 31, 2017
 
April 30, 2017
Vail Holdings Credit Agreement term loan (a)
 
2021
 
$
693,750

 
$
721,875

 
$
731,250

Vail Holdings Credit Agreement revolver (a)
 
2021
 

 
50,000

 

Whistler Credit Agreement revolver (b)
 
2022
 
31,153

 
113,119

 
89,379

Employee housing bonds
 
2027-2039
 
52,575

 
52,575

 
52,575

Canyons obligation
 
2063
 
333,078

 
328,786

 
327,364

Other
 
2024-2028
 
9,430

 
10,166

 
10,316

Total debt
 
 
 
1,119,986

 
1,276,521

 
1,210,884

Less: Unamortized debt issuance costs
 
 
 
3,537

 
4,100

 
4,288

Less: Current maturities (c)
 
 
 
38,444

 
38,397

 
38,386

Long-term debt, net
 
 
 
$
1,078,005

 
$
1,234,024


$
1,168,210


(a)
On October 14, 2016, in order to finance the cash portion of the consideration and payment of associated fees and expenses of the Whistler Blackcomb acquisition (see Note 5, Acquisitions), the Company’s wholly owned subsidiary, Vail Holdings, Inc. (“VHI”), entered into the Second Amendment to the Seventh Amended and Restated Credit Agreement, dated as of May 1, 2015 (the “Vail Holdings Credit Agreement”), with Bank of America, N.A., as administrative agent, and other lenders named therein, through which these lenders provided an additional $509.4 million in incremental term loans and agreed, on behalf of all lenders, to extend the maturity date for the outstanding term loans and revolver facility under the Vail Holdings Credit Agreement to October 14, 2021 (the “Amendment”). The Vail Holdings Credit Agreement consists of a $400.0 million revolving credit facility and a $750.0 million term loan facility. The other material terms of the Vail Holdings Credit Agreement were not altered by the Amendment. Borrowings under the Vail Holdings Credit Agreement, including the term loan facility, bear interest annually at the rate of LIBOR plus 1.25% (3.15%, as of April 30, 2018), and interest payments are due monthly. Additionally, the term loan facility is subject to quarterly principal payments of approximately $9.4 million, which began on January 31, 2017. Final payment of the remaining principal outstanding plus accrued and unpaid interest is due upon maturity in October 2021. The Vail Holdings Credit Agreement provides for affirmative and negative covenants that restrict, among other things, the Company’s ability to incur indebtedness, dispose of assets, make capital expenditures, make distributions and make investments.
(b)
The WB Partnerships (as defined in Note 5, Acquisitions) are party to a credit agreement, dated as of November 12, 2013 (as amended, the “Whistler Credit Agreement”), by and among Whistler Mountain Resort Limited Partnership (“Whistler LP”), Blackcomb Skiing Enterprises Limited Partnership (“Blackcomb LP”), certain subsidiaries of Whistler LP and Blackcomb LP party thereto as guarantors (the “Whistler Subsidiary Guarantors”), the financial institutions party thereto as lenders and The Toronto-Dominion Bank, as administrative agent.  The Whistler Credit Agreement consists of a C$300.0 million revolving credit facility, and during the nine months ended April 30, 2018, the Company exercised its right under the Whistler Credit Agreement, with the consent of the lender parties thereto, to extend the maturity date for the Whistler Credit Agreement from November 12, 2021 to November 12, 2022. No other terms of the Whistler Credit agreement were altered. The WB Partnerships’ obligations under the Whistler Credit Agreement are guaranteed by the Whistler Subsidiary Guarantors and are collateralized by a pledge of the capital stock of the Whistler Subsidiary Guarantors and a pledge of substantially all of the assets of Whistler LP, Blackcomb LP and the Whistler Subsidiary Guarantors. In addition, pursuant to the terms of the Whistler Credit Agreement, the WB Partnerships have the ability to increase the commitment amount by up to C$75.0 million subject to lender approval. Borrowings under the Whistler Credit Agreement are available in Canadian or U.S. dollars and bear interest annually, subject to an applicable margin based on the WB Partnerships’ Consolidated Total Leverage Ratio (as defined in the Whistler Credit Agreement), with pricing as of April 30, 2018, in the case of borrowings (i) in Canadian dollars, at the WB Partnerships’ option, either (a) at the Canadian Prime Rate plus 0.75% per annum or (b) by way of the issuance of bankers’ acceptances plus 1.75% per annum; and (ii) in U.S. dollars, at the WB Partnerships option, either at (a) the U.S. Base Rate plus 0.75% per annum or (b) Bankers Acceptance Rate plus 1.75% per annum. As of April 30, 2018 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 3.43%). The Whistler Credit Agreement also includes a quarterly unused commitment fee based on the Consolidated Total Leverage Ratio, which as of April 30, 2018 is equal to 0.3937% per annum. The Whistler Credit Agreement provides for affirmative and negative covenants that restrict, among other things, the WB Partnerships’ ability to incur indebtedness and liens, dispose of assets, make capital expenditures, make distributions and make investments. In addition, the Whistler Credit Agreement includes the restrictive financial covenants (leverage ratios and interest coverage ratios) customary for facilities of this type.

12



(c)
Current maturities represent principal payments due in the next 12 months.

Aggregate maturities of debt outstanding as of April 30, 2018 reflected by fiscal year (August 1 through July 31) are as follows (in thousands):
 
Total
2018 (May 2018 through July 2018)
$
9,535

2019
38,455

2020
38,516

2021
38,580

2022
573,023

Thereafter
421,877

Total debt
$
1,119,986


The Company recorded gross interest expense of $15.6 million and $14.2 million for the three months ended April 30, 2018 and 2017, respectively, of which $0.3 million was amortization of deferred financing costs in both periods. The Company recorded gross interest expense of $46.8 million and $40.4 million for the nine months ended April 30, 2018 and 2017, respectively, of which $1.0 million and $0.8 million, respectively, were amortization of deferred financing costs. The Company was in compliance with all of its financial and operating covenants required to be maintained under its debt instruments for all periods presented.

In connection with the acquisition of Whistler Blackcomb, VHI funded a portion of the purchase price through an intercompany loan to Whistler Blackcomb of $210.0 million, which was effective as of November 1, 2016, and requires foreign currency remeasurement to Canadian dollars, the functional currency for Whistler Blackcomb. As a result, foreign currency fluctuations associated with the loan are recorded within the Company’s results of operations. The Company recognized approximately $9.5 million and $6.5 million, respectively, of non-cash foreign currency losses on the intercompany loan to Whistler Blackcomb for the three and nine months ended April 30, 2018 on the Company’s Consolidated Condensed Statements of Operations. Additionally, the Company recognized approximately $9.1 million and $3.9 million, respectively, of non-cash foreign currency losses on the intercompany loan to Whistler Blackcomb for the three and nine months ended April 30, 2017 on the Company’s Consolidated Condensed Statements of Operations.

5.
Acquisitions
Stowe
On June 7, 2017, the Company, through a wholly-owned subsidiary, acquired Stowe Mountain Resort in Stowe, Vermont, from Mt. Mansfield Company, Inc., a wholly-owned subsidiary of American International Group, Inc., for total cash consideration of $40.7 million. The Company acquired all of the assets related to the mountain operations of the resort, including base area skier services (food and beverage, retail and rental, lift ticket offices and ski and snowboard school facilities). The purchase price was allocated to identifiable tangible and intangible assets acquired based on their estimated fair values at the acquisition date. The Company has completed its purchase price allocation and has recorded $39.2 million in property, plant and equipment; $3.0 million in intangible assets; $2.3 million in other assets; and $3.8 million of assumed liabilities on the date of acquisition. The operating results of Stowe are reported within the Mountain segment.

Whistler Blackcomb
On October 17, 2016, the Company, through Exchangeco, acquired all of the outstanding common shares of Whistler Blackcomb, for aggregate purchase consideration paid to Whistler Blackcomb shareholders of $1.09 billion. The consideration paid consisted of (i) approximately C$673.8 million ($512.6 million) in cash (or C$17.50 per Whistler Blackcomb share), (ii) 3,327,719 Vail Shares and (iii) 418,095 Exchangeco Shares. Each Exchangeco Share is exchangeable by the holder thereof for one Vail Share (subject to customary adjustments for stock splits or other reorganizations). In addition, the Company may require all outstanding Exchangeco Shares to be exchanged into an equal number of Vail Shares upon the occurrence of certain events and at any time following the seventh anniversary of the closing of the acquisition. While outstanding, holders of Exchangeco Shares are entitled to cast votes on matters for which holders of Vail Shares are entitled to vote and are entitled to receive dividends economically equivalent to the dividends declared by the Company with respect to the Vail Shares.
 

13



Whistler Blackcomb owns a 75% interest in each of Whistler LP and Blackcomb LP (the “WB Partnerships”), which together operate Whistler Blackcomb Resort, a year round mountain resort in British Columbia, Canada with a comprehensive offering of recreational activities, including both snow sports and summer activities. The remaining 25% limited partnership interest in each of the WB Partnerships is owned by Nippon Cable Co. Ltd. (“Nippon Cable”), an unrelated party to the Company. The WB Partnerships hold land leases and rights-of-way under long-term agreements with the government of the province of British Columbia, Canada within the traditional territory of the Squamish and Lil’wat Nations, which provide for the use of land at Whistler Mountain and Blackcomb Mountain.

The Company executed forward contracts for the underlying Canadian dollar cash consideration to economically hedge the risk associated with the U.S. dollar to Canadian dollar exchange rates. The Company’s total cost was $509.2 million to accumulate C$673.8 million which was required for the cash component of the purchase consideration. The estimated fair value of the Canadian dollars was approximately $512.6 million upon settlement. Accordingly, the Company realized a gain of $3.4 million on foreign currency exchange rate changes during the nine months ended April 30, 2017. The gain on foreign currency is a separate transaction as it primarily benefited the Company and therefore the Company recorded this gain within Investment income and other, net in its Consolidated Condensed Statements of Operations. The estimated fair value of $512.6 million is considered the cash component of the purchase consideration.

The Company held shares of Whistler Blackcomb common stock prior to the acquisition and, as such, the acquisition-date estimated fair value of this previously held investment was a component of the purchase consideration. Based on the acquisition-date estimated fair value of this investment of $4.3 million, the Company recorded a gain of $0.8 million within Investment income and other, net in its Consolidated Condensed Statements of Operations during the nine months ended April 30, 2017.

Nippon Cable’s 25% limited partnership interest is a noncontrolling economic interest containing certain protective rights and no ability to participate in the day to day operations of the WB Partnerships. The WB Partnership agreements provide that distributions made out of the partnerships be made on the basis of 75% to Whistler Blackcomb and 25% to Nippon Cable. In addition, based upon the terms of the WB Partnership agreements, the annual distribution rights are non-transferable and transfer of the limited partnership interest is limited to Nippon Cable’s entire interest. Accordingly, the estimate of fair value associated with the noncontrolling interest at the date of acquisition has been determined based on expected underlying cash flows of the WB Partnerships discounted at a rate commensurate with a market participant’s expected rate of return for an equity instrument with these associated restrictions.


14



The following summarizes the purchase consideration and the estimated fair values of the identifiable assets acquired and liabilities assumed at the date the transaction was effective (in thousands, except exchange ratio and share price):
(in thousands, except exchange ratio and share price amounts)
 
Acquisition Date Estimated Fair Value
Total Whistler Blackcomb shares acquired
 
38,500

Exchange ratio as of October 14, 2016
 
0.097294

Total Vail Shares issued to Whistler Blackcomb shareholders
 
3,746

Vail Resorts closing share price on October 14, 2016
 
$
153.41

Total value of Vail Shares issued
 
$
574,645

Total cash consideration paid at C$17.50 ($13.31 on October 17, 2016) per Whistler Blackcomb share
 
512,558

Total purchase consideration to Whistler Blackcomb shareholders
 
1,087,203

Estimated fair value of previously held investment in Whistler Blackcomb
 
4,308

Estimated fair value of Nippon Cable’s 25% interest in Whistler Blackcomb
 
180,803

Total estimated purchase consideration
 
$
1,272,314

 
 
 
Allocation of total estimated purchase consideration:
 
 
Estimated fair values of assets acquired:
 
 
Current assets
 
$
36,820

Property, plant and equipment
 
332,609

Real estate held for sale and investment
 
8,216

Goodwill
 
956,459

Identifiable intangibles
 
150,681

Deferred income taxes, net
 
7,992

Other assets
 
1,973

Current liabilities
 
(74,358
)
Assumed long-term debt
 
(144,922
)
Other long-term liabilities
 
(3,156
)
Net assets acquired
 
$
1,272,314


During the three months ended October 31, 2017, the Company recorded adjustments in the measurement period to its purchase price allocation which decreased the estimated fair value of noncontrolling interest and season pass holder relationships intangible asset with a corresponding net decrease to goodwill.

The estimated fair values of definite-lived and indefinite-lived identifiable intangible assets were determined using significant estimates and assumptions. The estimated fair value and estimated useful lives of identifiable intangible assets, where applicable, are as follows.
 
Estimated Fair Value
 
Weighted Average Amortization Period
 
($ in thousands)
 
(in years) (1)
Trademarks and trade names
$
139,977

 
n/a
Season pass holder relationships
6,596

 
5
Property management contracts
4,108

 
n/a
Total acquired identifiable intangible assets
$
150,681

 
 
(1) Trademarks and trade names and property management contracts are indefinite-lived intangible assets.

The excess of the purchase consideration over the aggregate estimated fair values of assets acquired and liabilities assumed was recorded as goodwill. The goodwill recognized is attributable primarily to expected cost efficiencies from the elimination of certain public company costs as well as other select areas of general and administrative functions, synergies (including utilization of the Company’s yield management strategies at Whistler Blackcomb and increased season pass sales and visitation across the Company’s resort portfolio) the assembled workforce of Whistler Blackcomb and other factors. The goodwill is not expected to be deductible for income tax purposes. The operating results of Whistler Blackcomb, which are primarily recorded in the Mountain segment, contributed $229.7 million of net revenue for the nine months ended April 30, 2017, prospectively from the acquisition date

15



(acquired on October 17, 2016). The Company recognized $3.2 million of transaction related expenses in Mountain operating expense in the Consolidated Condensed Statements of Operations for the nine months ended April 30, 2017.
Whistler Blackcomb Pro Forma Financial Information

The following presents the unaudited pro forma consolidated financial information of the Company as if the acquisition of Whistler Blackcomb was completed on August 1, 2015. The following unaudited pro forma financial information includes adjustments for (i) depreciation on acquired property, plant and equipment; (ii) amortization of intangible assets recorded at the date of the transactions; (iii) transaction and business integration related costs; (iv) interest expense associated with financing the cash portion of the transaction; and (v) total weighted average shares outstanding related to the acquisition; and excludes the impact of the intercompany loan. This unaudited pro forma financial information is presented for informational purposes only and does not purport to be indicative of the results of future operations or the results that would have occurred had the transaction taken place on August 1, 2015 (in thousands, except per share amounts).
 
Nine Months Ended
April 30, 2017
Pro forma net revenue
$
1,720,758

Pro forma net income attributable to Vail Resorts, Inc.
$
270,418

Pro forma basic net income per share attributable to Vail Resorts, Inc.
$
6.76

Pro forma diluted net income per share attributable to Vail Resorts, Inc.
$
6.58


6.
Supplementary Balance Sheet Information
The composition of property, plant and equipment follows (in thousands):
 
 
April 30, 2018
 
July 31, 2017
 
April 30, 2017
Land and land improvements
 
$
553,366

 
$
553,655

 
$
531,058

Buildings and building improvements
 
1,194,877

 
1,210,864

 
1,170,700

Machinery and equipment
 
1,024,483

 
987,080

 
967,157

Furniture and fixtures
 
275,959

 
280,292

 
275,235

Software
 
110,789

 
108,048

 
105,352

Vehicles
 
60,266

 
59,596

 
61,415

Construction in progress
 
35,895

 
49,359

 
34,029

Gross property, plant and equipment
 
3,255,635

 
3,248,894

 
3,144,946

Accumulated depreciation
 
(1,614,908
)
 
(1,534,740
)
 
(1,497,942
)
Property, plant and equipment, net
 
$
1,640,727

 
$
1,714,154

 
$
1,647,004



The composition of accounts payable and accrued liabilities follows (in thousands): 
 
 
April 30, 2018
 
July 31, 2017
 
April 30, 2017
Trade payables
 
$
58,228

 
$
71,558

 
$
51,305

Deferred revenue
 
251,110

 
240,096

 
206,534

Accrued salaries, wages and deferred compensation
 
24,645

 
44,869

 
36,162

Accrued benefits
 
37,776

 
32,505

 
36,401

Deposits
 
24,326

 
23,742

 
22,117

Other liabilities
 
33,773

 
54,899

 
50,766

Total accounts payable and accrued liabilities
 
$
429,858

 
$
467,669

 
$
403,285



16




The composition of other long-term liabilities follows (in thousands):
 
 
April 30, 2018
 
July 31, 2017
 
April 30, 2017
Private club deferred initiation fee revenue
 
$
116,375

 
$
118,417

 
$
120,260

Unfavorable lease obligation, net
 
22,537

 
24,664

 
25,254

Other long-term liabilities
 
140,885

 
158,655

 
134,689

Total other long-term liabilities
 
$
279,797

 
$
301,736

 
$
280,203


7.    Fair Value Measurements
The FASB issued fair value guidance that establishes how reporting entities should measure fair value for measurement and disclosure purposes. The guidance establishes a common definition of fair value applicable to all assets and liabilities measured at fair value and prioritizes the inputs into valuation techniques used to measure fair value. Accordingly, the Company uses valuation techniques which maximize the use of observable inputs and minimize the use of unobservable inputs when determining fair value. The three levels of the hierarchy are as follows:

Level 1: Inputs that reflect unadjusted quoted prices in active markets that are accessible to the Company for identical assets or liabilities;

Level 2: Inputs include quoted prices for similar assets and liabilities in active and inactive markets or that are observable for the asset or liability either directly or indirectly; and

Level 3: Unobservable inputs which are supported by little or no market activity.


17



The table below summarizes the Company’s cash equivalents, Contingent Consideration and Interest Rate Swap measured at estimated fair value (all other assets and liabilities measured at fair value are immaterial) (in thousands). 
 
 
 
 
 
 
 
 
 
 
 
Estimated Fair Value Measurement as of April 30, 2018
Description
 
Total
 
Level 1
 
Level 2
 
Level 3
Assets:
 
 
 
 
 
 
 
 
Money Market
 
$
3,017

 
$
3,017

 
$

 
$

Commercial Paper
 
$
2,401

 
$

 
$
2,401

 
$

Certificates of Deposit
 
$
6,849

 
$

 
$
6,849

 
$

Liabilities:
 
 
 
 
 
 
 
 
Contingent Consideration
 
$
21,300

 
$

 
$

 
$
21,300

 
 
 
 
 
 
 
 
 
 
 
Estimated Fair Value Measurement as of July 31, 2017
Description
 
Total
 
Level 1
 
Level 2
 
Level 3
Assets:
 
 
 
 
 
 
 
 
Money Market
 
$
3,008

 
$
3,008

 
$

 
$

Commercial Paper
 
$
2,401

 
$

 
$
2,401

 
$

Certificates of Deposit
 
$
2,403

 
$

 
$
2,403

 
$

Interest Rate Swap
 
$
236

 
$

 
$
236

 
$

Liabilities:
 
 
 
 
 
 
 
 
Contingent Consideration
 
$
27,400

 
$

 
$

 
$
27,400

 
 
 
 
 
Estimated Fair Value Measurement as of April 30, 2017
Description
 
Total
 
Level 1
 
Level 2
 
Level 3
Assets:
 
 
 
 
 
 
 
 
Money Market
 
$
3,005

 
$
3,005

 
$

 
$

Commercial Paper
 
$
2,401

 
$

 
$
2,401

 
$

Certificates of Deposit
 
$
2,404

 
$

 
$
2,404

 
$

Liabilities:
 
 
 
 
 
 
 
 
Contingent Consideration
 
$
26,200

 
$

 
$

 
$
26,200

Interest Rate Swap
 
$
1,181

 
$

 
$
1,181

 
$


The Company’s cash equivalents and Interest Rate Swap are measured utilizing quoted market prices or pricing models whereby all significant inputs are either observable or corroborated by observable market data. The Interest Rate Swap was an instrument assumed in the Whistler Blackcomb acquisition that was a C$125.0 million fixed swap on the floating interest rate for the assumed Whistler Credit Agreement, and was originally set to expire in September 2020. However, the Company settled the Interest Rate Swap in September 2017 and therefore no longer utilized an Interest Rate Swap as of April 30, 2018. Interest Rate Swap settlements and changes in estimated fair value were recognized in Interest expense, net on the Consolidated Condensed Statements of Operations.

The changes in Contingent Consideration during the nine months ended April 30, 2018 and 2017 were as follows (in thousands):
 
 
 
 
 
Balance as of July 31, 2017 and 2016, respectively
 
$
27,400

 
$
11,100

Payments
 
(3,646
)
 

Change in estimated fair value
 
(2,454
)
 
15,100

Balance as of April 30, 2018 and 2017, respectively
 
$
21,300

 
$
26,200


The lease for Park City provides for participating contingent payments (the “Contingent Consideration”) to the landlord of 42% of the amount by which EBITDA for the Park City resort operations, as calculated under the lease, exceeds approximately $35 million, as established at the transaction date, with such threshold amount subsequently increased annually by an inflation linked index and a 10% adjustment for any capital improvements or investments made under the lease by the Company. The estimated

18



fair value of Contingent Consideration includes the future period resort operations of Park City in the calculation of EBITDA on which participating contingent payments are made, which is determined on the basis of estimated subsequent year performance, escalated by an assumed growth factor. The Company estimated the fair value of the Contingent Consideration payments using an option pricing valuation model. Key assumptions included a discount rate of 11.3%, volatility of 17.5% and future period Park City EBITDA and capital expenditures, which are unobservable inputs and thus are considered Level 3 inputs. The Company prepared a sensitivity analysis to evaluate the effect that changes on certain key assumptions would have on the estimated fair value of the Contingent Consideration. A change in the discount rate of 100 basis points or a 5% change in estimated subsequent year performance would result in a change in the estimated fair value within the range of approximately $3.9 million to $5.3 million.

Contingent Consideration is classified as a liability, which is remeasured to fair value at each reporting date until the contingency is resolved. During the nine months ended April 30, 2018, the Company made a payment to the landlord for Contingent Consideration of approximately $3.6 million and recorded a decrease of approximately $2.5 million primarily related to the estimated Contingent Consideration payment for the fiscal year ending July 31, 2018. These changes resulted in an estimated fair value of the Contingent Consideration of approximately $21.3 million, which is reflected in accounts payable and accrued liabilities and other long-term liabilities in the Consolidated Condensed Balance Sheet.

8.    Commitments and Contingencies
Metropolitan Districts
The Company credit-enhances $6.3 million of bonds issued by Holland Creek Metropolitan District (“HCMD”) through a $6.4 million letter of credit issued under the Vail Holdings Credit Agreement. HCMD’s bonds were issued and used to build infrastructure associated with the Company’s Red Sky Ranch residential development. The Company has agreed to pay capital improvement fees to the Red Sky Ranch Metropolitan District (“RSRMD”) until RSRMD’s revenue streams from property taxes are sufficient to meet debt service requirements under HCMD’s bonds. The Company has recorded a liability of $2.0 million primarily within other long-term liabilities in the accompanying Consolidated Condensed Balance Sheets, as of April 30, 2018July 31, 2017 and April 30, 2017, respectively, with respect to the estimated present value of future RSRMD capital improvement fees. The Company estimates it will make capital improvement fee payments under this arrangement through the fiscal year ending July 31, 2031.

Guarantees/Indemnifications
As of April 30, 2018, the Company had various other letters of credit totaling $63.3 million, consisting of $53.4 million to support the Employee Housing Bonds and $9.9 million for workers’ compensation, general liability construction related deductibles and other activities. The Company also had surety bonds of $9.3 million as of April 30, 2018, primarily to provide collateral for its U.S. workers compensation self-insurance programs.

In addition to the guarantees noted above, the Company has entered into contracts in the normal course of business that include certain indemnifications under which it could be required to make payments to third parties upon the occurrence or non-occurrence of certain future events. These indemnities include indemnities related to licensees in connection with third-parties’ use of the Company’s trademarks and logos, liabilities associated with the infringement of other parties’ technology and software products, liabilities associated with the use of easements, liabilities associated with employment of contract workers and the Company’s use of trustees, and liabilities associated with the Company’s use of public lands and environmental matters. The duration of these indemnities generally is indefinite and generally do not limit the future payments the Company could be obligated to make.

As permitted under applicable law, the Company and certain of its subsidiaries have agreed to indemnify their directors and officers over their lifetimes for certain events or occurrences while the officer or director is, or was, serving the Company or its subsidiaries in such a capacity. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has a director and officer insurance policy that should enable the Company to recover a portion of any amounts paid.

Unless otherwise noted, the Company has not recorded any significant liabilities for the letters of credit, indemnities and other guarantees noted above in the accompanying Consolidated Condensed Financial Statements, either because the Company has recorded on its Consolidated Condensed Balance Sheets the underlying liability associated with the guarantee, the guarantee is with respect to the Company’s own performance and is therefore not subject to the measurement requirements as prescribed by GAAP, or because the Company has calculated the estimated fair value of the indemnification or guarantee to be immaterial based on the current facts and circumstances that would trigger a payment under the indemnification clause. In addition, with respect to certain indemnifications, it is not possible to determine the maximum potential amount of liability under these potential obligations due to the unique set of facts and circumstances likely to be involved in each particular claim and indemnification provision. Historically, payments made by the Company under these obligations have not been material.

19




As noted above, the Company makes certain indemnifications to licensees for their use of the Company’s trademarks and logos. The Company does not record any liabilities with respect to these indemnifications.

Self-Insurance
The Company is self-insured for claims under its U.S. health benefit plans and for the majority of workers’ compensation claims in the U.S. Workers compensation claims in the U.S. are subject to stop loss policies. The self-insurance liability related to workers’ compensation is determined actuarially based on claims filed. The self-insurance liability related to claims under the Company’s U.S. health benefit plans is determined based on analysis of actual claims. The amounts related to these claims are included as a component of accrued benefits in accounts payable and accrued liabilities (see Note 6, Supplementary Balance Sheet Information).

Legal
The Company is a party to various lawsuits arising in the ordinary course of business. Management believes the Company has adequate insurance coverage and/or has accrued for all loss contingencies for asserted and unasserted matters deemed to be probable losses and estimable. As of April 30, 2018July 31, 2017 and April 30, 2017, the accruals for the above loss contingencies were not material individually or in the aggregate.

9.    Segment Information
The Company has three reportable segments: Mountain, Lodging and Real Estate. The Company refers to “Resort” as the combination of the Mountain and Lodging segments. The Mountain segment includes the operations of the Company’s mountain resorts/ski areas and related ancillary activities. The Lodging segment includes the operations of the Company’s owned hotels, RockResorts, NPS concessionaire properties, condominium management, CME and mountain resort golf operations. The Real Estate segment owns, develops and sells real estate in and around the Company’s resort communities. The Company’s reportable segments, although integral to the success of the others, offer distinctly different products and services and require different types of management focus. As such, these segments are managed separately.

The Company reports its segment results using Reported EBITDA (defined as segment net revenue less segment operating expenses, plus or minus segment equity investment income or loss, and for the Real Estate segment, plus gain or loss on sale of real property). The Company reports segment results in a manner consistent with management’s internal reporting of operating results to the chief operating decision maker (Chief Executive Officer) for purposes of evaluating segment performance.

Items excluded from Reported EBITDA are significant components in understanding and assessing financial performance. Reported EBITDA should not be considered in isolation or as an alternative to, or substitute for, net income, net change in cash and cash equivalents or other financial statement data presented in the consolidated condensed financial statements as indicators of financial performance or liquidity.

The Company utilizes Reported EBITDA in evaluating the performance of the Company and in allocating resources to its segments. Mountain Reported EBITDA consists of Mountain net revenue less Mountain operating expense plus or minus Mountain equity investment income or loss. Lodging Reported EBITDA consists of Lodging net revenue less Lodging operating expense. Real Estate Reported EBITDA consists of Real Estate net revenue less Real Estate operating expense plus gain or loss on sale of real property. All segment expenses include an allocation of corporate administrative expense. Assets are not allocated between segments, or used to evaluate performance, except as shown in the table below.


20



The following table presents financial information by reportable segment, which is used by management in evaluating performance and allocating resources (in thousands):

 
Three Months Ended April 30,
 
Nine Months Ended April 30,
 
2018
 
2017
 
2018
 
2017
Net revenue:
 
 
 
 
 
 
 
Lift
$
452,723

 
$
419,647

 
$
860,103

 
$
799,324

Ski school
101,213

 
91,704

 
185,767

 
173,674

Dining
70,678

 
65,618

 
142,890

 
133,352

Retail/rental
104,162

 
102,104

 
265,015

 
261,816

Other
43,748

 
42,087

 
137,776

 
117,860

Total Mountain net revenue
772,524

 
721,160

 
1,591,551

 
1,486,026

Lodging
68,827

 
68,601

 
204,455

 
201,887

Total Resort net revenue
841,351

 
789,761

 
1,796,006

 
1,687,913

Real Estate
3,140

 
4,870

 
3,910

 
10,181

Total net revenue
$
844,491

 
$
794,631

 
$
1,799,916

 
$
1,698,094

Segment operating expense:
 
 
 
 
 
 
 
Mountain
$
363,878

 
$
340,390

 
$
936,567

 
$
863,882

Lodging
58,352

 
57,897

 
185,957

 
181,660

Resort
422,230

 
398,287

 
1,122,524

 
1,045,542

Real Estate, net
(597
)
 
9,818

 
2,301

 
17,144

Total segment operating expense
$
421,633

 
$
408,105

 
$
1,124,825

 
$
1,062,686

Gain on sale of real property
$

 
$

 
$
515

 
$
6,466

Mountain equity investment income, net
$
607

 
$
521

 
$
1,094

 
$
1,510

Reported EBITDA:
 
 
 
 
 
 
 
Mountain
$
409,253

 
$
381,291

 
$
656,078

 
$
623,654

Lodging
10,475

 
10,704

 
18,498

 
20,227

Resort
419,728

 
391,995

 
674,576

 
643,881

Real Estate
3,737

 
(4,948
)
 
2,124

 
(497
)
Total Reported EBITDA
$
423,465

 
$
387,047

 
$
676,700

 
$
643,384

Real estate held for sale and investment
$
99,623

 
$
108,217

 
$
99,623

 
$
108,217

Reconciliation to net income attributable to Vail Resorts, Inc.:
 
 
 
 
 
 
 
Total Reported EBITDA
$
423,465

 
$
387,047

 
$
676,700

 
$
643,384

Depreciation and amortization
(54,104
)
 
(50,029
)
 
(154,132
)
 
(140,236
)
Change in estimated fair value of contingent consideration
2,454

 
(14,500
)
 
2,454

 
(15,100
)
Loss on disposal of fixed assets and other, net
(3,230
)
 
(1,924
)
 
(2,125
)
 
(4,705
)
Investment income and other, net
736

 
210

 
1,516

 
5,881

Foreign currency loss on intercompany loans
(9,502
)
 
(9,065
)
 
(6,511
)
 
(3,899
)
Interest expense, net
(15,648
)
 
(14,248
)
 
(46,795
)
 
(40,426
)
Income before (provision) benefit from income taxes
344,171

 
297,491

 
471,107

 
444,899

(Provision) benefit from income taxes
(71,896
)
 
(100,635
)
 
17,914

 
(151,933
)
Net income
272,275

 
196,856

 
489,021

 
292,966

Net income attributable to noncontrolling interests
(16,023
)
 
(15,749
)
 
(25,463
)
 
(25,267
)
Net income attributable to Vail Resorts, Inc.
$
256,252

 
$
181,107

 
$
463,558

 
$
267,699



21



10.     Share Repurchase Program
On March 9, 2006, the Company’s Board of Directors approved a share repurchase program, authorizing the Company to repurchase up to 3,000,000 Vail Shares. On July 16, 2008, the Company’s Board of Directors increased the authorization by an additional 3,000,000 Vail Shares, and on December 4, 2015, the Company’s Board of Directors increased the authorization by an additional 1,500,000 Vail Shares for a total authorization to repurchase up to 7,500,000 total shares. The Company repurchased 115,422 Vail Shares (at a total cost of $25.8 million) during the three and nine months ended April 30, 2018. The Company repurchased zero and 1,317 Vail Shares (at a total cost of $0.2 million), respectively, during the three and nine months ended April 30, 2017. Since inception of its share repurchase program through April 30, 2018, the Company has repurchased 5,551,716 Vail Shares for $273.0 million. As of April 30, 2018, 1,948,284 Vail Shares remained available to repurchase under the existing share repurchase program, which has no expiration date. Vail Shares purchased pursuant to the repurchase program will be held as treasury shares and may be used for the issuance of Vail Shares under the Company’s employee share award plan.

11.    Subsequent Events
Acquisitions
Okemo Mountain Resort, Crested Butte Mountain Resort, Mount Sunapee Resort
On June 4, 2018, the Company, through a wholly-owned subsidiary, entered into a purchase agreement to acquire Triple Peaks, LLC (“Triple Peaks”), the parent company of Okemo Mountain Resort in Vermont, Crested Butte Mountain Resort in Colorado, and Mount Sunapee Resort in New Hampshire. The Company will purchase Triple Peaks from the Mueller family for a cash purchase price of $82.0 million, subject to certain adjustments. In addition, at closing, Triple Peaks will pay $155.0 million to pay off the leases that all three resorts have with Ski Resort Holdings, LLC, an affiliate of Oz Real Estate, with funds to be provided by the Company. The transaction will be recorded as a business combination and is subject to certain closing conditions, including regulatory approvals. The Company, subject to approval, will be obtaining a new Special Use Permit from the U.S. Forest Service for Crested Butte Mountain Resort, and will be assuming the state land leases for Okemo Mountain Resort and Mount Sunapee Resort. The state land lease transfers are subject to administrative review and consent from their respective states. The transaction is expected to close in the summer of 2018. The Company expects to fund the cash purchase price through cash on-hand and/or incremental borrowings.

Stevens Pass Resort
On June 4, 2018, the Company, through a wholly-owned subsidiary, entered into a purchase agreement to acquire Stevens Pass Resort in the State of Washington from Ski Resort Holdings, LLC for a total purchase price of $67.0 million, subject to certain adjustments. The transaction will be recorded as a business combination and is subject to certain closing conditions, including regulatory approval. The Company, subject to approval, will be obtaining a new Special Use Permit from the U.S. Forest Service and expects the transaction to close in the summer of 2018. The Company expects to fund the cash purchase price through cash on-hand and/or incremental borrowings.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Vail Resorts, Inc., together with its subsidiaries, is referred to throughout this Quarterly Report on Form 10-Q for the periods ended April 30, 2018 (“Form 10-Q”) as “we,” “us,” “our” or the “Company.”

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended July 31, 2017 (“Form 10-K”) and the Consolidated Condensed Financial Statements as of April 30, 2018 and 2017 and for the three and nine months then ended, included in Part I, Item 1 of this Form 10-Q, which provide additional information regarding our financial position, results of operations and cash flows. To the extent that the following MD&A contains statements which are not of a historical nature, such statements are forward-looking statements, which involve risks and uncertainties. See “Forward-Looking Statements” below. These risks include, but are not limited to, those discussed in our filings with the Securities and Exchange Commission (“SEC”), including the risks described in Item 1A “Risk Factors” of Part I of our Form 10-K, which was filed on September 28, 2017 and the Form 10-Q for the quarter ended January 31, 2018, which was filed on March 8, 2018.

The MD&A includes discussion of financial performance within each of our three segments. We have chosen to specifically include Reported EBITDA (defined as segment net revenue less segment operating expense, plus or minus segment equity investment income or loss and for the Real Estate segment, plus gain or loss on sale of real property) and Net Debt (defined as long-term debt, net plus long-term debt due within one year less cash and cash equivalents), in the following discussion because we consider these measurements to be significant indications of our financial performance and available capital resources. Resort Reported EBITDA, Total Reported EBITDA and Net Debt are not measures of financial performance or liquidity under generally accepted accounting

22



principles (“GAAP”). We utilize segment Reported EBITDA in evaluating our performance and in allocating resources to our segments. Refer to the end of the Results of Operations section for a reconciliation of segment Reported EBITDA to net income attributable to Vail Resorts, Inc. We also believe that Net Debt is an important measurement as it is an indicator of our ability to obtain additional capital resources for our future cash needs. Refer to the end of the Results of Operations section for a reconciliation of Net Debt to long-term debt, net.

Items excluded from Reported EBITDA and Net Debt are significant components in understanding and assessing financial performance or liquidity. Reported EBITDA and Net Debt should not be considered in isolation or as an alternative to, or substitute for, net income (loss), net change in cash and cash equivalents or other financial statement data presented in the Consolidated Condensed Financial Statements as indicators of financial performance or liquidity. Because Resort Reported EBITDA, Total Reported EBITDA and Net Debt are not measurements determined in accordance with GAAP and are thus susceptible to varying calculations, Resort Reported EBITDA, Total Reported EBITDA and Net Debt, as presented herein, may not be comparable to other similarly titled measures of other companies. In addition, our segment Reported EBITDA (i.e. Mountain, Lodging and Real Estate), the measure of segment profit or loss required to be disclosed in accordance with GAAP, may not be comparable to other similarly titled measures of other companies.

Overview
Our operations are grouped into three integrated and interdependent segments: Mountain, Lodging and Real Estate. We refer to “Resort” as the combination of the Mountain and Lodging segments.

Mountain Segment
The Mountain segment is comprised of the operations of eleven mountain resort properties and three urban ski areas including:
Mountain Resorts:
 
Location:
1.
Vail Mountain Resort (“Vail Mountain”)
 
Colorado
2.
Breckenridge Ski Resort (“Breckenridge”)
 
Colorado
3.
Keystone Resort (“Keystone”)
 
Colorado
4.
Beaver Creek Resort (“Beaver Creek”)
 
Colorado
5.
Park City Resort (“Park City”)
 
Utah
6.
Heavenly Mountain Resort (“Heavenly”)
 
Lake Tahoe area of Nevada and California
7.
Northstar Resort (“Northstar”)
 
Lake Tahoe area of California
8.
Kirkwood Mountain Resort (“Kirkwood”)
 
Lake Tahoe area of California
9.
Perisher Ski Resort (“Perisher”)
 
New South Wales, Australia
10.
Whistler Blackcomb Resort (“Whistler Blackcomb”)
 
British Columbia, Canada
11.
Stowe Mountain Resort (“Stowe”)
 
Vermont
Urban Ski Areas (“Urban”):
 
Location:
1.
Wilmot Mountain (“Wilmot”)
 
Wisconsin
2.
Afton Alps Ski Area (“Afton Alps”)
 
Minnesota
3.
Mount Brighton Ski Area (“Mt. Brighton”)
 
Michigan

Additionally, we operate ancillary services, primarily including ski school, dining and retail/rental operations, and for Perisher, including lodging and transportation operations. Mountain segment revenue is seasonal, with the majority of revenue earned from our North American mountain resorts and ski areas occurring in our second and third fiscal quarters and the majority of revenue earned from Perisher occurring in our first and fourth fiscal quarters. Our North American mountain resorts are typically open for business from mid-November through mid-April, which is the peak operating season for the Mountain segment, and Perisher is typically open for business from June to early October. Consequently, our first fiscal quarter is a seasonally low period as our North American ski operations are generally not open for business until our second fiscal quarter, while the activity of Perisher’s peak season and our North American summer operating results are not sufficient to offset the losses incurred during the seasonally low periods at our North American mountain resorts and ski areas. Revenue of the Mountain segment during the first fiscal quarter is primarily generated from summer and group related visitation at our North American mountain resorts, retail/rental operations and peak season Perisher operations. Our largest source of Mountain segment revenue is the sale of lift tickets (including season passes), which represented approximately 59% and 58% of Mountain net revenue for the three months ended April 30, 2018 and 2017, respectively, and approximately 54% of Mountain net revenue for both the nine months ended April 30, 2018 and 2017.


23



Lift revenue is driven by volume and pricing. Pricing is impacted by both absolute pricing, as well as the demographic mix of guests, which impacts the price points at which various products are purchased. The demographic mix of guests that visit our U.S. mountain resorts is divided into two primary categories: (i) out-of-state and international (“Destination”) guests and (ii) in-state and local (“Local”) guests. For both the 2017/2018 and 2016/2017 U.S. ski seasons, Destination guests comprised approximately 61% of our U.S. mountain resort skier visits, while Local guests comprised approximately 39% of our U.S. mountain resort skier visits. Destination guests generally purchase our higher-priced lift ticket products and utilize more ancillary services such as ski school, dining and retail/rental, as well as lodging at or around our mountain resorts. Destination guest visitation is less likely to be impacted by changes in the weather, but may be more impacted by adverse economic conditions or the global geopolitical climate. Local guests tend to be more value-oriented and weather sensitive.

We offer a variety of season pass products for all of our mountain resorts and ski areas (collectively, “Resorts”), marketed towards both Destination and Local guests. Our season pass product offerings range from providing access to one or a combination of our Resorts to our Epic Season Pass, which allows pass holders unlimited and unrestricted access to all of our Resorts. Our season pass program provides a compelling value proposition to our guests, which in turn assists us in developing a loyal base of customers who commit to ski at our Resorts generally in advance of the ski season and typically ski more days each season at our Resorts than those guests who do not buy season passes. As such, our season pass program drives strong customer loyalty; mitigates exposure to more weather sensitive guests; generates additional ancillary spending; and provides cash flow in advance of winter season operations. In addition, our season pass program attracts new guests to our Resorts. All of our season pass products, including the Epic Pass, are predominately sold prior to the start of the ski season. Season pass revenue, although primarily collected prior to the ski season, is recognized in the Consolidated Condensed Statements of Operations throughout the ski season.

Lift revenue consists of season pass lift revenue (“pass revenue”) and non-season pass lift revenue (“non-pass revenue”). For the 2018/2017 and 2016/2017 North American ski seasons, respectively, approximately 48% and 44% of total lift revenue was comprised of pass revenue.

The cost structure of our mountain resort operations has a significant fixed component with variable expenses including, but not limited to, land use permit or lease fees, credit card fees, retail/rental cost of sales and labor, ski school labor and dining operations; as such, profit margins can fluctuate greatly based on the level of revenues.

Lodging Segment
Operations within the Lodging segment include (i) ownership/management of a group of luxury hotels and condominiums through the RockResorts brand proximate to our Colorado and Utah mountain resorts; (ii) ownership/management of non-RockResorts branded hotels and condominiums proximate to our North American mountain resorts; (iii) National Park Service (“NPS”) concessionaire properties including the Grand Teton Lodge Company (“GTLC”); (iv) Colorado Mountain Express (“CME”), a Colorado resort ground transportation company; and (v) mountain resort golf courses.

The performance of our Lodging segment properties (including managed condominium units) proximate to our mountain resorts as well as CME is closely aligned with the performance of the Mountain segment and generally experiences similar seasonal trends, particularly with respect to visitation by Destination guests. Revenues from such properties represented approximately 93% and 92% of Lodging segment revenue (excluding Lodging segment revenue associated with reimbursement of payroll costs) for the three months ended April 30, 2018 and 2017, respectively, and 77% of Lodging segment revenue (excluding Lodging segment revenue associated with reimbursement of payroll costs) for both the nine months ended April 30, 2018 and 2017. Management primarily focuses on Lodging net revenue excluding payroll cost reimbursements and Lodging operating expense excluding reimbursed payroll costs (which are not measures of financial performance under GAAP) as the reimbursements are made based upon the costs incurred with no added margin, as such the revenue and corresponding expense have no effect on our Lodging Reported EBITDA, which we use to evaluate Lodging segment performance. Revenue of the Lodging segment during our first and fourth fiscal quarters is generated primarily by the operations of our NPS concessionaire properties (as their operating season generally occurs from June to the end of September); mountain resort golf operations and seasonally lower volume from our other owned and managed properties and businesses.

Real Estate Segment
The principal activities of our Real Estate segment include the sale of land parcels to third-party developers and planning for future real estate development projects, including zoning and acquisition of applicable permits. We continue undertaking preliminary planning and design work on future projects and are pursuing opportunities with third-party developers rather than undertaking our own significant vertical development projects. Additionally, real estate development projects by third-party developers most often result in the creation of certain resort assets that provide additional benefit to the Mountain segment. We believe that, due to our low carrying cost of real estate land investments, we are well situated to promote future projects by third-party developers while limiting our financial risk. Our revenue from the Real Estate segment and associated expense can fluctuate significantly

24



based upon the timing of closings and the type of real estate being sold, causing volatility in the Real Estate segment’s operating results from period to period.

Recent Trends, Risks and Uncertainties
Together with those risk factors we have identified in our Form 10-K and our Form 10-Q for the quarter ended January 31, 2018, we have identified the following important factors (as well as risks and uncertainties associated with such factors) that could impact our future financial performance or condition:

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 mitigate this impact, we sell a variety of pass products prior to the beginning of the ski season resulting 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. In March 2018, we began our early season pass sales program for the 2018/2019 North American ski season. Through May 29, 2018, our early pass sales for the 2018/2019 North American ski season, excluding our Military Epic pass products, increased approximately 12% in units and approximately 19% in sales dollars compared to the prior year period ended May 30, 2017, adjusted to eliminate the impact of foreign currency by applying current period exchange rates to the prior period for Whistler Blackcomb pass sales. However, we cannot predict if this favorable trend will continue through the fall 2018 North American pass sales campaign or the overall impact that pass sales will have on lift revenue for the 2018/2019 North American ski season.

We experienced at or near historical low snowfall levels across our western U.S. resorts for much of the 2017/2018 North American ski season, including the key Christmas holiday period, which had an adverse impact on skier visitation and our results of operations. We cannot predict whether our resorts will experience normal snowfall conditions for the upcoming 2018/2019 North American ski season nor can we estimate the impact there may be to advance bookings, guest travel, season pass sales, lift revenue (excluding season passes), retail/rental sales or other ancillary services revenue next ski season as a result of past snowfall conditions.

Key U.S. economic indicators have remained steady into 2018, including strong consumer confidence and declines in the unemployment rate. However, the growth in the U.S. economy may be impacted by economic challenges in the U.S. or declining or slowing growth in economies outside of the U.S., accompanied by devaluation of currencies, rising inflation and lower commodity prices. Given these economic uncertainties, we cannot predict what the impact will be on overall travel and leisure spending or more specifically, on our guest visitation, guest spending or other related trends for the upcoming 2018/2019 North American ski season.

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act transitions the U.S. tax system to a new territorial system and lowers the statutory federal corporate income tax rate from 35% to 21%. The reduction of the statutory federal corporate tax rate to 21% became effective on January 1, 2018. In fiscal 2018, we expect our U.S. blended federal statutory income tax rate to be approximately 27%, which will be reduced to 21% in fiscal 2019 and thereafter. As a result of the Tax Act, we recorded a one-time, provisional net tax benefit of approximately $64.6 million on our Consolidated Condensed Statement of Operations for the nine months ended April 30, 2018. Due to the reduction in the federal corporate tax rate, we remeasured our U.S net deferred tax liabilities as of the effective date of the Tax Act. The U.S. net deferred tax liabilities remeasurement resulted in a one-time tax benefit estimated to be approximately $71.0 million and was recorded during the nine month period ended April 30, 2018. Also, in transitioning to the new territorial tax system, the Tax Act requires us to include certain foreign earnings of non-U.S. subsidiaries in our fiscal 2018 taxable income. Such foreign earnings are subject to a one-time tax referred to as the “Transition Tax,” which was estimated to be $6.4 million, and was recorded during the nine month period ended April 30, 2018. The above-mentioned accounting impacts of the deferred tax remeasurement and Transition Tax are provisional, based on currently available information and technical guidance on the interpretation of the new law. The provisional accounting impacts may change in future reporting periods until the accounting analysis is finalized, which will occur no later than December 22, 2018, as permitted by the SEC. For further discussion related to the Tax Act see “Other Items” within MD&A and Notes to Consolidated Condensed Financial Statements, Note 2, Summary of Significant Accounting Policies - Income Taxes.

As of April 30, 2018, we had $331.3 million available under the revolver component of our Seventh Amended and Restated Credit Agreement, dated as of May 1, 2015 (the “Vail Holdings Credit Agreement”), which represents the total commitment of $400.0 million less certain letters of credit outstanding of $68.7 million. Additionally, under our Whistler Blackcomb credit facility (the “Whistler Credit Agreement”), as of April 30, 2018, we had C$259.1 million ($201.8 million) available under the revolver component of the Whistler Credit Agreement (which represents the total commitment of C$300.0

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million ($233.7 million) less outstanding borrowings of C$40.0 million ($31.2 million) and a letter of credit outstanding of C$0.9 million ($0.7 million)). During the nine months ended April 30, 2018, we exercised our right under the Whistler Credit Agreement, with the consent of the lender parties thereto, to extend the maturity date for the Whistler Credit Agreement from November 12, 2021 to November 12, 2022.

We believe that the terms of our credit agreements allow for sufficient flexibility in our ability to make future acquisitions, investments, distributions to stockholders and incur additional debt. This, combined with the continued positive cash flow from operating activities of our Mountain and Lodging segments less resort capital expenditures, has and is anticipated to continue to provide us with significant liquidity. We believe our liquidity will allow