Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 8, 2019
Vail Resorts, Inc.
(Exact Name of Registrant as Specified in Charter)

Delaware
 
001-09614
 
51-0291762
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
 
 
 
390 Interlocken Crescent
Broomfield, Colorado
 
 
 
80021
(Address of Principal Executive Offices)
 
 
 
(Zip Code)
 
 
 
 
 
Registrant's telephone number, including area code: (303) 404-1800

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ] Soliciting materials pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨







Item 2.02. Results of Operations and Financial Condition.

On March 8, 2019, Vail Resorts, Inc. issued a press release announcing its results for the three and six months ended January 31, 2019. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

A list of exhibits furnished herewith is contained on the Exhibit Index which immediately precedes such exhibits and is incorporated herein by reference.








SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
Vail Resorts, Inc.
Date: March 8, 2019
By:

/s/ Michael Z. Barkin
 
 
Michael Z. Barkin
 
 
Executive Vice President and Chief Financial Officer



EXHIBIT INDEX

Exhibit No.
Description
99.1





Exhibit
Exhibit 99.1
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12766565&doc=3
Vail Resorts Contacts:
Investor Relations: Bo Heitz, (303) 404-1800, InvestorRelations@vailresorts.com    
Media: Carol Fabrizio, (720) 524-5025, cfabrizio@vailresorts.com
Vail Resorts Reports Fiscal 2019 Second Quarter Results, Increases Quarterly Dividend by 20% and Provides Updated Fiscal 2019 Guidance
BROOMFIELD, Colo. - March 8, 2019 - Vail Resorts, Inc. (NYSE: MTN) today reported results for the second quarter of fiscal 2019 ended January 31, 2019 and provided the Company’s ski season-to-date metrics through March 3, 2019.
Highlights
Net income attributable to Vail Resorts, Inc. was $206.3 million for the second fiscal quarter of 2019 compared to net income attributable to Vail Resorts, Inc. of $235.7 million in the same period in the prior year. As previously disclosed, fiscal 2018 second quarter net income included a one-time, net tax benefit of approximately $64.6 million (or approximately $1.55 earnings per diluted share) related to the U.S. Tax Cuts and Jobs Act.
Resort Reported EBITDA was $358.0 million for the second fiscal quarter of 2019, which includes the operations of Triple Peaks and Stevens Pass and $2.9 million of acquisition and integration related expenses. In the same period in the prior year, Resort Reported EBITDA was $308.9 million, which included $1.4 million of acquisition and integration related expenses.
The Company updated its fiscal 2019 guidance range and is now expecting Resort Reported EBITDA to be between $690 million and $710 million. The updated guidance incorporates $12 million of acquisition and integration expenses, including $2 million for the recently-announced Falls Creek and Hotham resorts transaction and $4 million of unfavorable foreign exchange as a result of the U.S. Dollar strengthening relative to the time of our initial guidance issued in September 2018, of which nearly half has been realized year to date. The guidance does not incorporate any expected results or stamp duty payments for Falls Creek and Hotham.
The Company’s Board of Directors approved a 20% increase in the quarterly cash dividend to $1.76 per share from $1.47 per share beginning with the dividend payable on April 11, 2019 to shareholders of record as of March 27, 2019.



On February 21, 2019, the Company announced that it entered into an agreement to acquire Falls Creek and Hotham resorts in Victoria, Australia. The Company expects the acquisition to close prior to the commencement of the Australian ski season in June 2019.
Commenting on the Company’s fiscal 2019 second quarter results, Rob Katz, Chief Executive Officer, said, “We are pleased with our overall results for the quarter, with strong growth in visitation and spending compared to the prior year. In the pre-holiday period, destination guest visitation at our U.S. resorts was less than expected, which we attribute to guest concerns after two prior years of poor pre-holiday conditions. Our destination guest visitation was largely in line with expectations during the key holiday weeks and through the remainder of January. Throughout the quarter, with the favorable conditions at our U.S. resorts, we saw strong visitation growth among our local guests, who are primarily pass purchasers.
“Our Colorado and Utah resorts experienced strong visitation during the holidays and through the remainder of the quarter that aligned with our expectations. Our Tahoe resorts and Whistler Blackcomb saw periods of strong visitation in the holiday and post-holiday periods, but have also been impacted by numerous weather events that have negatively impacted their results. In addition, international visitation at Whistler Blackcomb was below the prior year throughout the quarter. Our Northeast resorts are off to a great start to the season as we continue to benefit from good conditions and the first season with Okemo and Mount Sunapee as a part of our network. Conditions across the network are set up well for the remainder of the season.
“Including results from Triple Peaks and Stevens Pass in the second quarter of fiscal 2019, total lift revenue increased 17.2%, driven by a 27.0% growth in skier visitation. Total effective ticket price (“ETP”) decreased 7.8% in the second quarter compared to the prior year, primarily due to higher skier visitation by season pass holders and the impact of the new Military Epic Pass, partially offset by price increases in both our lift ticket and season pass products. Excluding season pass holders, ETP increased 8.3% compared to the prior year. The strong rebound in visitation and spending compared to the prior year, along with the addition of Triple Peaks and Stevens Pass, drove a 15.1% increase in ski school revenue, a 21.3% increase in dining revenue and an 11.3% increase in retail/rental revenue compared to the prior year.”
Regarding the Company’s Lodging segment, Katz said, “Our lodging results for the second fiscal quarter were positive, with revenue (excluding payroll cost reimbursements) increasing 16.1% compared to the prior year primarily due to the incremental operations of Triple Peaks. The average daily rate (“ADR”) decreased compared to the prior year primarily as a result of the inclusion of the Triple Peaks resorts, as well as incremental managed Tahoe lodging properties that we did not manage in the prior year, all of which generate a lower ADR as compared to our broader Lodging segment.”
Regarding the Company’s outlook, Katz said, “As noted in our January press release, we are lowering our guidance for fiscal 2019, primarily due to the disappointing results from destination visitation in the pre-holiday period and also due to shortfalls from expectations at our Tahoe resorts and Whistler Blackcomb. We now expect net income attributable to Vail Resorts, Inc. for fiscal 2019 to be between $268 million and $300 million, and Resort Reported EBITDA for fiscal 2019 to be between $690 million



and $710 million, which remains generally consistent with our commentary on guidance in January. Our guidance is predicated on current Canadian and Australian foreign exchange rates of $0.75 and $0.71, respectively, for each currency to the U.S. dollar for the remainder of the fiscal year, which represents an estimated $4 million reduction in Resort Reported EBITDA from the currency rates included in the guidance we issued in September 2018, of which nearly half has been realized year to date. The updated guidance incorporates $12 million of acquisition and integration expenses, including $2 million for the Falls Creek and Hotham resorts transaction. The guidance does not incorporate any expected operating results or stamp duty payments for Falls Creek and Hotham, which we plan to update following the closing of the transaction. Our guidance assumes normal conditions at our resorts and a stable economic environment for the remainder of the fiscal year.”
Regarding capital allocation, Katz said, “We remain confident in the strong cash flow generation and stability of our business model. We will continue to be disciplined stewards of our capital and remain committed to strategic, high-return capital projects, continuous investment in our people, strategic acquisition opportunities and returning capital to our shareholders through our quarterly dividend and share repurchase programs. We are pleased to announce that the Board of Directors has approved a 20% increase to our quarterly dividend and declared a quarterly cash dividend on Vail Resorts’ common stock of $1.76 per share, payable on April 11, 2019 to shareholders of record on March 27, 2019. Additionally, during the second quarter we repurchased 155,111 shares of our common stock at an average price of $225.64 for a total of approximately $35.0 million.” Katz added, “Our balance sheet remains very strong. We ended the second quarter with $158.6 million of cash on hand and our Net Debt was 1.9 times trailing twelve months Total Reported EBITDA.”
Epic Pass
Eleven years ago, the Epic Pass transformed the ski industry by offering guests unlimited skiing at the best resorts in the world, for a previously unheard of low price, making skiing and riding more accessible and affordable. The 2019/2020 season pass lineup takes another transformational leap by offering season pass level discounts to all guests with the introduction of “Epic for Everyone.” As part of this introduction, the Company is now offering the new Epic Day Pass, a customizable pass for skiers and riders who may not need the unlimited skiing offered by traditional season passes. Guests can create their own pass by selecting the number of days they plan to ski or ride, from one day to seven days, and whether or not to add holiday access. The Epic Day Pass, with a starting price of just $106, allows guests to receive a discount of nearly 50% off of lift ticket window prices by purchasing in advance of the ski season, providing all of our guests with the value, flexibility and convenience that come with being a pass holder. The season pass program has grown to comprise 47% of fiscal 2018 lift revenue; however, those guests using a daily lift ticket skied, on average, an estimated 2.3 days during the season. Epic for Everyone provides all of our guests with the opportunity to participate in season pass discounts, and provides first time and occasional skiers greater access to our resorts, giving us the opportunity to expand the sport and grow the entire industry.



This past year, we launched the new Military Epic Pass which delivered nearly 100,000 new pass holders to our program, representing an incredible opportunity for our Company to make our resorts more accessible to those who have served their countries in the armed forces as well as their families. For the 2019/2020 season, we will continue offering the Military Epic Pass at a compelling price of $129.
The Company is also introducing a new season pass, the Keystone Plus Pass, providing unlimited access to Keystone with holiday restrictions, unlimited spring skiing at Breckenridge after April 1 and five days at Crested Butte, with holiday restrictions, at a starting price of $369 for adults and $259 for kids. With Keystone’s plan to be the first resort open in the U.S. and Breckenridge planning to stay open until Memorial Day, the two Summit County resorts will offer one of the longest ski seasons in the country. Also new for 2019/2020 is that guests who purchase a season pass before our spring selling deadline will receive ten discounted “Buddy Tickets”, up from six the year before. We are also pleased to begin our new pass partnerships with Sun Valley and Snow Basin, as well as Rusutsu in Hokkaido, Japan.
Falls Creek and Hotham Acquisition
As previously announced on February 21, 2019, the Company entered into an agreement to acquire the ski resorts at Falls Creek Alpine Resort and Hotham Alpine Resort in Victoria, Australia from Living and Leisure Australia Group, a subsidiary of Merlin Entertainments, for a purchase price of approximately AU$174 million, subject to certain adjustments at closing, including an increase (or reduction) in the price for operating losses (or gains) incurred for the period from December 29, 2018 through closing. The Company also expects to pay a stamp duty, which we estimate will be approximately AU$4 million, associated with the closing of the transaction. Falls Creek and Hotham are expected to generate incremental Resort Reported EBITDA of approximately AU$18 million (approximately US$13 million) during its first twelve months of operation following the acquisition, excluding any integration expense. After the closing of the transaction, annual ongoing capital expenditures are expected to increase by approximately AU$4 million to AU$5 million (approximately US$3 million to US$4 million) to support the addition of these two resorts. Specific to this transaction, we anticipate fiscal 2019 acquisition related expenses of approximately US$2 million. The transaction is subject to certain regulatory approvals and we anticipate that the closing will occur prior to the commencement of the Australian ski season in June 2019.
Operating Results
A more complete discussion of our operating results can be found within the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of the Company’s Form 10-Q for the second quarter ended January 31, 2019, which was filed today with the Securities and Exchange Commission. The following are segment highlights:



Mountain Segment
Total lift revenue increased $65.6 million, or 17.2%, compared to the same period in the prior year, to $447.6 million for the three months ended January 31, 2019, primarily due to strong North American pass sales growth for the 2018/2019 North American ski season, increased non-pass skier visitation at our western U.S. resorts and incremental revenue from Triple Peaks and Stevens Pass.
Ski school revenue increased $12.1 million, or 15.1%, and dining revenue increased $11.5 million, or 21.3%, for the three months ended January 31, 2019 compared to the prior year, primarily as a result of incremental revenue from Triple Peaks and Stevens Pass and increased revenue at our other U.S. resorts as a result of higher skier visitation.
Retail/rental revenue increased $13.0 million, or 11.3%, for the three months ended January 31, 2019 compared to the same period in the prior year, primarily due to higher sales volumes at stores proximate to our western U.S. resorts and other stores in Colorado, as well as incremental revenue from Triple Peaks and Stevens Pass.
Operating expense increased $58.4 million, or 16.0%, which includes incremental operating expenses from Triple Peaks and Stevens Pass.
Mountain Reported EBITDA increased $47.0 million, or 15.4%, for the fiscal quarter compared to the same period in the prior year, which includes $4.3 million of stock-based compensation expense for the three months ended January 31, 2019 compared to $4.0 million in the same period in the prior year.
Lodging Segment
Lodging segment net revenue (excluding payroll cost reimbursements) for the three months ended January 31, 2019 increased $9.7 million, or 16.1%, as compared to the same period in the prior year, primarily due to incremental revenue from the Triple Peaks resorts, as well as revenue from incremental managed Tahoe lodging properties that we did not manage in the prior year.
For the three months ended January 31, 2019, ADR decreased 4.3% at the Company’s owned hotels and managed condominiums compared to the same period in the prior year primarily as a result of the inclusion of Triple Peaks resorts as well as incremental managed Tahoe lodging properties that we did not manage in the prior year, all of which generate a lower ADR as compared to our broader Lodging segment.
Lodging Reported EBITDA for the three months ended January 31, 2019 increased $2.1 million, or 57.0%, compared to the same period in the prior year, which includes $0.8 million of stock-based compensation expense for the both the three months ended January 31, 2019 and 2018.
Resort - Combination of Mountain and Lodging Segments
Resort net revenue increased $114.9 million, or 15.6%, compared to the same period in the prior year, to $849.3 million for the three months ended January 31, 2019, primarily due to increased visitation and spending at our U.S. resorts, strong



North American pass sales growth for the 2018/2019 North American ski season and incremental revenue from Triple Peaks and Stevens Pass.
Resort Reported EBITDA was $358.0 million for the three months ended January 31, 2019, an increase of $49.1 million, or 15.9%, compared to the same period in the prior year, which includes $2.9 million of acquisition and integration related expenses and approximately $3 million of headwind from currency translation primarily related to operations at Whistler Blackcomb, which the Company calculated on a constant currency basis by applying current period foreign exchange rates to the prior period results.
Total Performance
Total net revenue increased $115.0 million, or 15.7%, to $849.6 million for the three months ended January 31, 2019 as compared to the same period in the prior year.
Net income attributable to Vail Resorts, Inc. was $206.3 million, or $5.02 per diluted share, for the second quarter of fiscal 2019 compared to net income attributable to Vail Resorts, Inc. of $235.7 million, or $5.67 per diluted share, in the second fiscal quarter of the prior year. Included in net income attributable to Vail Resorts, Inc. for the three months ended January 31, 2018 was a one-time, provisional net tax benefit related to U.S. tax reform legislation, estimated to be approximately $64.6 million, or $1.55 per diluted share, which was recognized as a discrete item and recorded within (provision) benefit from income taxes on our Consolidated Condensed Statement of Operations during the three months ended January 31, 2018. Additionally, fiscal 2019 second quarter net income included the after-tax effect of acquisition and integration related expenses of $2.2 million and approximately $1 million of headwind from currency translation primarily related to operations at Whistler Blackcomb, which the Company calculated by applying current period foreign exchange rates to the prior period results.
Season-to-Date Metrics through March 3, 2019
The Company announced ski season-to-date metrics for the comparative periods from the beginning of the ski season through Sunday, March 3, 2019, and for the prior year period through Sunday, March 4, 2018. The reported ski season metrics are for our North American mountain resorts, and the metrics exclude results from Perisher and our urban ski areas in both periods. The reported ski season metrics include growth for season pass revenue based on estimated fiscal 2019 North American season pass sales compared to fiscal 2018 North American season pass sales, and the metrics are adjusted as if Steven Pass and Triple Peaks, LLC were owned in both periods and adjusted to eliminate the impact of foreign currency by applying current period exchange rates to the prior period for Whistler Blackcomb’s results. The data mentioned in this release is interim period data and is subject to fiscal quarter end review and adjustments.



Season-to-date total lift ticket revenue at the Company’s North American mountain resorts, including an allocated portion of season pass revenue for each applicable period, was up 9.6% compared to the prior year season-to-date period.
Season-to-date ski school revenue was up 7.4% and dining revenue was up 7.9% compared to the prior year season-to-date period. Retail/rental revenue for North American resort store locations was up 7.3% compared to the prior year season-to-date period.
Season-to-date total skier visits for the Company’s North American mountain resorts were up 7.9% compared to the prior year season-to-date period.
Calendar Year 2019 Capital Expenditures
Regarding calendar year 2019 capital expenditures, Katz said, "We remain committed to reinvesting in our resorts, creating an experience of a lifetime for our guests and generating strong returns for our shareholders. The Company expects to invest approximately $139 million to $143 million, excluding one-time items associated with integrations, the one-time Triple Peaks and Stevens Pass transformation plan, summer capital, real estate related capital and reimbursable investments.
“As previously announced, the calendar year 2019 capital plan includes a significant investment in our snowmaking systems in Colorado that will transform the early-season terrain experience at Vail, Keystone and Beaver Creek. We will also be investing in a new permanent Tombstone BBQ restaurant at Park City, improvements to the Peak 8 base area at Breckenridge where we are planning to make a one-time investment to transform the guest experience at the base of Peak 8 with new ski school and childcare facilities, as well as an improved ticket and retail/rental experience, and a full renovation of the Beaver Creek children’s ski school facilities. We remain highly focused on investments that will substantially improve the guest experience across our resorts, including a new mobile lift ticket express fulfillment technology capacity. We will be completing the final stage of our point of sale modernization project and investing in technology to automate our data-driven marketing efforts. We also plan to make significant one-time investments across the recently acquired resorts of Crested Butte, Okemo, Mount Sunapee and Stevens Pass, which will include replacing and upgrading the Daisy and Brooks lifts at Stevens Pass and the Teocalli Lift at Crested Butte and on-mountain restaurant upgrades at Okemo. We now expect to spend $14 million in calendar 2019 of the total two year plan of $35 million at the acquired resorts. We plan to spend approximately $7 million on integration activities as well across the recently acquired resorts, excluding any spending for Falls Creek and Hotham.
“Including investments related to integration and acquisitions, summer capital, real estate related projects and approximately $13 million of reimbursable investments associated with insurance recoveries and tenant improvements, our total capital plan will be approximately $180 million to $185 million."
Return of Capital
The Company declared a quarterly cash dividend of $1.76 per share of Vail Resorts common stock that will be payable on April 11, 2019 to shareholders of record on March 27, 2019. Additionally, a Canadian dollar equivalent dividend on the



exchangeable shares of Whistler Blackcomb Holdings Inc. will be payable on April 11, 2019 to shareholders of record on March 27, 2019. The exchangeable shares were issued to certain Canadian persons in connection with our acquisition of Whistler Blackcomb Holdings Inc. In the second quarter of fiscal 2019, the Company repurchased 155,111 shares of our common stock at an average price of $225.64 for a total of approximately $35.0 million.
Updated Outlook
Net income attributable to Vail Resorts, Inc. is expected to be between $268 million and $300 million in fiscal 2019.
Resort Reported EBITDA is expected to be between $690 million and $710 million for fiscal 2019. The updated guidance includes $12 million of acquisition and integration expenses, including $2 million for the Falls Creek and Hotham resorts transaction, and $4 million of unfavorable foreign exchange as a result of the U.S. Dollar strengthening relative to the initial guidance issued in September 2018, of which nearly half has been realized year to date. The guidance does not incorporate any expected operating results or stamp duty payments for Falls Creek and Hotham. The updated outlook for fiscal year 2019 is predicated on current Canadian and Australian foreign exchange rates, conditions and terrain availability remaining relatively consistent with their current status and a stable economic environment through the remainder of the ski season.
Resort EBITDA Margin is expected to be approximately 31.1% in fiscal 2019, at the midpoint of our guidance range.
Fiscal 2019 Real Estate Reported EBITDA is expected to be between negative $7 million and negative $3 million.




The following table reflects the forecasted guidance range for the Company’s fiscal year ending July 31, 2019, for Reported EBITDA (after stock-based compensation expense) and reconciles such Reported EBITDA guidance to net income attributable to Vail Resorts, Inc. guidance for fiscal 2019.
 
Fiscal 2019 Guidance
 
 
(In thousands)
 
 
For the Year Ending
 
 
July 31, 2019 (6)
 
 
Low End
Range
 
High End
Range
 
Mountain Reported EBITDA (1)
$
659,000

 
$
679,000

 
Lodging Reported EBITDA (2)
29,000

 
33,000

 
Resort Reported EBITDA (3)
690,000

 
710,000

 
Real Estate Reported EBITDA
(7,000
)
 
(3,000
)
 
Total Reported EBITDA
683,000

 
707,000

 
Depreciation and amortization
(219,000
)
 
(213,000
)
 
Interest expense, net
(81,000
)
 
(78,000
)
 
Other (4)
(6,400
)
 
(3,400
)
 
Income before provision for income taxes
376,600

 
412,600

 
Provision for income taxes (5)
(83,600
)
 
(91,600
)
 
Net income
293,000

 
321,000

 
Net income attributable to noncontrolling interests
(25,000
)
 
(21,000
)
 
Net income attributable to Vail Resorts, Inc.
$
268,000

 
$
300,000

 
 
 
 
 
 
(1) Mountain Reported EBITDA includes approximately $12 million of acquisition and integration related expenses specific to Triple Peaks, Stevens Pass, Stowe, Falls Creek and Hotham. Mountain Reported EBITDA also includes approximately $17 million of stock-based compensation.

(2) Lodging Reported EBITDA includes approximately $3 million of stock-based compensation.

(3) The Company provides Reported EBITDA ranges for the Mountain and Lodging segments, as well as for the two combined. The low and high of the expected ranges provided for the Mountain and Lodging segments, while possible, do not sum to the high or low end of the Resort Reported EBITDA range provided because we do not expect or assume that we will hit the low or high end of both ranges.

(4) Our guidance includes certain known changes in the fair value of the contingent consideration based solely on the passage of time and resulting impact on present value. Guidance excludes any change based upon, among other things, financial projections including long-term growth rates for Park City, which such change may be material. Separately, the intercompany loan associated with the Whistler Blackcomb transaction requires foreign currency remeasurement to Canadian dollars, the functional currency of Whistler Blackcomb. Our guidance excludes any forward looking change related to foreign currency gains or losses on the intercompany loans, which such change may be material.

(5) The fiscal 2019 provision for income taxes may be impacted by excess tax benefits primarily resulting from vesting and exercises of equity awards. Our fiscal 2019 estimated provision for income taxes does not include the impact, if any, of unknown future exercises of employee equity awards, which could have a material impact given that a significant portion of our awards are in-the-money.

(6) Guidance estimates are predicated on an exchange rate of $0.75 between the Canadian Dollar and U.S. Dollar, related to the operations of Whistler Blackcomb in Canada and an exchange rate of $0.71 between the Australian Dollar and U.S. Dollar, related to the operations of Perisher in Australia.




Earnings Conference Call
The Company will conduct a conference call today at 11:30 a.m. eastern time to discuss the financial results. The call will be webcast and can be accessed at www.vailresorts.com in the Investor Relations section, or dial (800) 263-0877 (U.S. and Canada) or (646) 828-8143 (international). A replay of the conference call will be available two hours following the conclusion of the conference call through March 22, 2019, at 12:30 p.m. eastern time. To access the replay, dial (888) 203-1112 (U.S. and Canada) or (719) 457-0820 (international), pass code 3851235. The conference call will also be archived at www.vailresorts.com.
About Vail Resorts, Inc. (NYSE: MTN)
Vail Resorts, Inc., through its subsidiaries, is the leading global mountain resort operator. The Company's subsidiaries operate 15 world-class mountain resorts and three urban ski areas, including Vail, Beaver Creek, Breckenridge, Keystone and Crested Butte in Colorado; Park City in Utah; Heavenly, Northstar and Kirkwood in the Lake Tahoe area of California and Nevada; Whistler Blackcomb in British Columbia, Canada; Stowe and Okemo in Vermont; Mount Sunapee in New Hampshire; Stevens Pass in Washington; Perisher in New South Wales, Australia; Wilmot Mountain in Wisconsin; Afton Alps in Minnesota and Mt. Brighton in Michigan. Vail Resorts owns and/or manages a collection of casually elegant hotels under the RockResorts brand, as well as the Grand Teton Lodge Company in Jackson Hole, Wyoming. Vail Resorts Development Company is the real estate planning and development subsidiary of Vail Resorts, Inc. Vail Resorts is a publicly held company traded on the New York Stock Exchange (NYSE: MTN). The Vail Resorts company website is www.vailresorts.com and consumer website is www.snow.com.
Forward-Looking Statements
Certain statements discussed in this press release and on the conference call, other than statements of historical information, are forward-looking statements within the meaning of the federal securities laws, including our expectations regarding our fiscal 2019 performance, including our expected net income, Resort Reported EBITDA, Resort EBITDA margin and Real Estate Reported EBITDA; our assumptions related to our fiscal 2019 guidance; the payment of dividends; sales patterns concerning our season pass products; the expected timing of the completion of our capital investments; our calendar 2019 and beyond expected capital improvements; the timing of closing of our announced acquisition of the Falls Creek and Hotham resorts and the expected incremental Resort Reported EBITDA, stamp duty payment, acquisition-related expenses and ongoing capital expenditures related to such acquisition. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. Such risks and uncertainties include but are not limited to prolonged weakness in general economic conditions, including adverse effects on the overall travel and leisure related industries; unfavorable weather conditions or the impact of natural disasters; risks related to our reliance on information technology, including our failure to maintain the integrity of our customer or employee data; risks related to cyber-attacks; willingness of our guests to travel due to terrorism, the



uncertainty of military conflicts or outbreaks of contagious diseases, and the cost and availability of travel options and changing consumer preferences; the seasonality of our business combined with adverse events that occur during our peak operating periods; competition in our mountain and lodging businesses; high fixed cost structure of our business; our ability to fund resort capital expenditures; risks related to a disruption in our water supply that would impact our snowmaking capabilities and operations; our reliance on government permits or approvals for our use of public land or to make operational and capital improvements; risks associated with obtaining governmental or third party approvals and the timing of closing for the pending acquisition of the Falls Creek and Hotham resorts; risks related to federal, state, local and foreign government laws, rules and regulations; risks related to changes in security and privacy laws and regulations which could increase our operating costs and adversely affect our ability to market our products and services effectively; our ability to hire and retain a sufficient seasonal workforce; risks related to our workforce, including increased labor costs; loss of key personnel; adverse consequences of current or future legal claims; a deterioration in the quality or reputation of our brands, including our ability to protect our intellectual property and the risk of accidents at our mountain resorts; our ability to successfully integrate acquired businesses, or that acquired businesses may fail to perform in accordance with expectations, including Okemo, Crested Butte, Stevens Pass, Mt. Sunapee or future acquisitions; our ability to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, with respect to acquired businesses; risks associated with international operations; fluctuations in foreign currency exchange rates where the Company has foreign currency exposure, primarily the Canadian and Australian dollars; changes in accounting judgments and estimates, accounting principles, policies or guidelines or adverse determinations by taxing authorities; risks associated with uncertainty of the impact of recently enacted tax reform legislation in the United States; a materially adverse change in our financial condition; and other risks detailed in the Company’s filings with the Securities and Exchange Commission, including the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2018, which was filed on September 28, 2018.
All forward-looking statements attributable to us or any persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. All guidance and forward-looking statements in this press release are made as of the date hereof and we do not undertake any obligation to update any forecast or forward-looking statements whether as a result of new information, future events or otherwise, except as may be required by law.
Statement Concerning Non-GAAP Financial Measures
When reporting financial results, we use the terms Resort Reported EBITDA, Total Reported EBITDA, Resort EBITDA Margin, Net Debt and Net Real Estate Cash Flow, which are not financial measures under accounting principles generally accepted in the United States of America (“GAAP”). Resort Reported EBITDA, Total Reported EBITDA, Resort EBITDA Margin, Net Debt and Net Real Estate Cash Flow should not be considered in isolation or as an alternative to, or substitute for, measures of financial performance or liquidity prepared in accordance with GAAP. In addition, we report 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. Accordingly, these measures may not be comparable to similarly-titled measures of other companies. Additionally, with respect to discussion of impacts from currency, the Company calculates the impact by applying current period foreign exchange rates to the prior period results, as the Company believes that comparing financial information using comparable foreign exchange rates is a more objective and useful measure of changes in operating performance.
Reported EBITDA (and its counterpart for each of our segments) has been presented herein as a measure of the Company’s performance. The Company believes that Reported EBITDA is an indicative measurement of the Company’s operating performance, and is similar to performance metrics generally used by investors to evaluate other companies in the resort and lodging industries. The Company defines Resort EBITDA Margin as Resort Reported EBITDA divided by Resort net revenue. The Company believes Resort EBITDA Margin is an important measurement of operating performance. The Company believes that Net Debt is an important measurement of liquidity as it is an indicator of the Company’s ability to obtain additional capital resources for its future cash needs. Additionally, the Company believes Net Real Estate Cash Flow is important as a cash flow indicator for its Real Estate segment. See the tables provided in this release for reconciliations of our measures of segment profitability and non-GAAP financial measures to the most directly comparable GAAP financial measures.





Vail Resorts, Inc.
Consolidated Condensed Statements of Operations
(In thousands, except per share amounts)
(Unaudited)
 
 
Three Months Ended
January 31,
 
Six Months Ended
January 31,
 
 
2019
 
2018
 
2019
 
2018
Net revenue:
 
 
 
 
 
 
 
 
Mountain and Lodging services and other
 
$
687,119

 
$
594,372

 
$
831,141

 
$
737,720

Mountain and Lodging retail and dining
 
162,203

 
140,069

 
238,087

 
216,935

Resort net revenue
 
849,322

 
734,441

 
1,069,228

 
954,655

Real Estate
 
256

 
134

 
354

 
770

Total net revenue
 
849,578

 
734,575

 
1,069,582

 
955,425

Segment operating expense:
 
 
 
 
 
 
 
 
Mountain and Lodging operating expense
 
350,633

 
297,503

 
544,745

 
478,779

Mountain and Lodging retail and dining cost of products sold
 
63,505

 
57,237

 
98,381

 
92,916

General and administrative
 
77,362

 
70,736

 
141,741

 
128,599

Resort operating expense
 
491,500

 
425,476

 
784,867

 
700,294

Real Estate, net
 
1,389

 
1,207

 
2,759

 
2,898

Total segment operating expense
 
492,889

 
426,683

 
787,626

 
703,192

Other operating (expense) income:
 
 
 
 
 
 
 
 
Depreciation and amortization
 
(55,238
)
 
(51,404
)
 
(106,281
)
 
(100,028
)
Gain on sale of real property
 

 
515

 

 
515

Change in estimated fair value of contingent consideration
 
(700
)
 

 
(1,900
)
 

Gain on disposal of fixed assets and other, net
 
1,097

 
538

 
478

 
1,105

Income from operations
 
301,848

 
257,541

 
174,253

 
153,825

Mountain equity investment income (loss), net
 
160

 
(35
)
 
1,110

 
487

Investment income and other, net
 
507

 
397

 
970

 
780

Foreign currency gain (loss) on intercompany loans
 
450

 
10,337

 
(1,861
)
 
2,991

Interest expense, net
 
(21,002
)
 
(15,973
)
 
(39,640
)
 
(31,147
)
Income before (provision) benefit from income taxes
 
281,963

 
252,267

 
134,832

 
126,936

(Provision) benefit from income taxes
 
(63,973
)
 
(3,594
)
 
(27,568
)
 
89,810

Net income
 
217,990

 
248,673

 
107,264

 
216,746

Net income attributable to noncontrolling interests
 
(11,641
)
 
(12,982
)
 
(8,710
)
 
(9,440
)
Net income attributable to Vail Resorts, Inc.
 
$
206,349

 
$
235,691

 
$
98,554

 
$
207,306

Per share amounts:
 
 
 
 
 
 
 
 
Basic net income per share attributable to Vail Resorts, Inc.
 
$
5.12

 
$
5.82

 
$
2.44

 
$
5.14

Diluted net income per share attributable to Vail Resorts, Inc.
 
$
5.02

 
$
5.67

 
$
2.39

 
$
4.97

Cash dividends declared per share
 
$
1.47

 
$
1.053

 
$
2.94

 
$
2.106

Weighted average shares outstanding:
 
 
 
 
 
 
 
 
Basic
 
40,328

 
40,475

 
40,416

 
40,343

Diluted
 
41,126

 
41,594

 
41,286

 
41,689






 
Vail Resorts, Inc.
Consolidated Condensed Statements of Operations - Other Data
(In thousands)
(Unaudited)
 
 
 
Three Months Ended
January 31,
 
Six Months Ended
January 31,
 
 
 
2019
 
2018
 
2019
 
2018
 
 
Other Data:
 
 
 
 
 
 
 
 
 
Mountain Reported EBITDA
 
$
352,225

 
$
305,262

 
$
275,818

 
$
246,825

 
Lodging Reported EBITDA
 
5,757

 
3,668

 
9,653

 
8,023

 
Resort Reported EBITDA
 
357,982

 
308,930

 
285,471

 
254,848

 
Real Estate Reported EBITDA
 
(1,133
)
 
(558
)
 
(2,405
)
 
(1,613
)
 
Total Reported EBITDA
 
$
356,849

 
$
308,372

 
$
283,066

 
$
253,235

 
Mountain stock-based compensation
 
$
4,265

 
$
4,024

 
$
8,209

 
$
7,786

 
Lodging stock-based compensation
 
836

 
819

 
1,623

 
1,610

 
Resort stock-based compensation
 
5,101

 
4,843

 
9,832

 
9,396

 
Real Estate stock-based compensation
 
46

 
48

 
68

 
16

 
Total stock-based compensation
 
$
5,147

 
$
4,891

 
$
9,900

 
$
9,412



Vail Resorts, Inc.
Mountain Segment Operating Results
(In thousands, except Effective Ticket Price (“ETP”))
(Unaudited)
 
 
 
Three Months Ended
January 31,
 
Percentage
Increase
 
Six Months Ended
January 31,
 
Percentage
Increase
 
 
2019
 
2018
 
(Decrease)
 
2019
 
2018
 
(Decrease)
Net Mountain revenue:
 
 
 
 
 
 
 
 
 
 
 
 
Lift
 
$
447,558

 
$
381,912

 
17.2
 %
 
$
472,243

 
$
407,380

 
15.9
 %
Ski school
 
92,244

 
80,116

 
15.1
 %
 
96,516

 
84,554

 
14.1
 %
Dining
 
65,409

 
53,910

 
21.3
 %
 
83,701

 
72,212

 
15.9
 %
Retail/rental
 
128,436

 
115,446

 
11.3
 %
 
171,778

 
160,853

 
6.8
 %
Other
 
42,426

 
39,518

 
7.4
 %
 
96,841

 
94,028

 
3.0
 %
Total Mountain net revenue
 
776,073

 
670,902

 
15.7
 %
 
921,079

 
819,027

 
12.5
 %
Mountain operating expense:
 
 
 
 
 
 
 
 
 
 
 
 
Labor and labor-related benefits
 
172,818

 
144,240

 
19.8
 %
 
249,068

 
217,896

 
14.3
 %
Retail cost of sales
 
43,721

 
40,540

 
7.8
 %
 
66,137

 
63,481

 
4.2
 %
Resort related fees
 
39,830

 
34,257

 
16.3
 %
 
43,194

 
37,383

 
15.5
 %
General and administrative
 
65,847

 
59,609

 
10.5
 %
 
120,550

 
108,933

 
10.7
 %
Other
 
101,792

 
86,959

 
17.1
 %
 
167,422

 
144,996

 
15.5
 %
Total Mountain operating expense
 
424,008

 
365,605

 
16.0
 %
 
646,371

 
572,689

 
12.9
 %
Mountain equity investment income (loss), net
 
160

 
(35
)
 
557.1
 %
 
1,110

 
487

 
127.9
 %
Mountain Reported EBITDA
 
$
352,225

 
$
305,262

 
15.4
 %
 
$
275,818

 
$
246,825

 
11.7
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
Total skier visits
 
6,521

 
5,133

 
27.0
 %
 
7,028

 
5,631

 
24.8
 %
ETP
 
$
68.63

 
$
74.40

 
(7.8
)%
 
$
67.19

 
$
72.35

 
(7.1
)%





Vail Resorts, Inc.
Lodging Operating Results
(In thousands, except Average Daily Rate (“ADR”) and Revenue per Available Room (“RevPAR”))
(Unaudited)
 
 
 
Three Months Ended
January 31,
 
Percentage
Increase
 
Six Months Ended
January 31,
 
Percentage
Increase
 
 
2019
 
2018
 
(Decrease)
 
2019
 
2018
 
(Decrease)
Lodging net revenue:
 
 
 
 
 
 
 
 
 
 
 
 
Owned hotel rooms
 
$
11,548

 
$
11,353

 
1.7
 %
 
$
31,147

 
$
30,988

 
0.5
 %
Managed condominium rooms
 
28,046

 
23,358

 
20.1
 %
 
39,164

 
33,529

 
16.8
 %
Dining
 
10,189

 
7,869

 
29.5
 %
 
26,318

 
23,749

 
10.8
 %
Transportation
 
7,722

 
7,460

 
3.5
 %
 
10,196

 
10,013

 
1.8
 %
Golf
 

 

 
 %
 
9,459

 
8,767

 
7.9
 %
Other
 
12,120

 
9,914

 
22.3
 %
 
24,588

 
21,688

 
13.4
 %
 
 
69,625

 
59,954

 
16.1
 %
 
140,872

 
128,734

 
9.4
 %
Payroll cost reimbursements
 
3,624

 
3,585

 
1.1
 %
 
7,277

 
6,894

 
5.6
 %
Total Lodging net revenue
 
73,249

 
63,539

 
15.3
 %
 
148,149

 
135,628

 
9.2
 %
Lodging operating expense:
 
 
 
 
 
 
 
 
 
 
 
 
Labor and labor-related benefits
 
32,173

 
27,556

 
16.8
 %
 
65,624

 
59,648

 
10.0
 %
General and administrative
 
11,515

 
11,127

 
3.5
 %
 
21,191

 
19,666

 
7.8
 %
Other
 
20,180

 
17,603

 
14.6
 %
 
44,404

 
41,397

 
7.3
 %
 
 
63,868

 
56,286

 
13.5
 %
 
131,219

 
120,711

 
8.7
 %
Reimbursed payroll costs
 
3,624

 
3,585

 
1.1
 %
 
7,277

 
6,894

 
5.6
 %
Total Lodging operating expense
 
67,492

 
59,871

 
12.7
 %
 
138,496

 
127,605

 
8.5
 %
Lodging Reported EBITDA
 
$
5,757

 
$
3,668

 
57.0
 %
 
$
9,653

 
$
8,023

 
20.3
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
Owned hotel statistics:
 
 
 
 
 
 
 
 
 
 
 
 
ADR
 
$
269.45

 
$
278.82

 
(3.4
)%
 
$
245.76

 
$
245.08

 
0.3
 %
RevPAR
 
$
177.04

 
$
175.04

 
1.1
 %
 
$
167.47

 
$
167.54

 
 %
Managed condominium statistics:
 
 
 
 
 
 
 
 
 
 
 
 
ADR
 
$
407.11

 
$
435.15

 
(6.4
)%
 
$
323.44

 
$
331.95

 
(2.6
)%
RevPAR
 
$
145.76

 
$
166.77

 
(12.6
)%
 
$
103.33

 
$
110.45

 
(6.4
)%
Owned hotel and managed condominium statistics (combined):
 
 
 
 
 
 
 
 
 
 
 
 
ADR
 
$
372.43

 
$
389.35

 
(4.3
)%
 
$
294.63

 
$
295.74

 
(0.4
)%
RevPAR
 
$
150.61

 
$
168.43

 
(10.6
)%
 
$
117.21

 
$
125.18

 
(6.4
)%





Key Balance Sheet Data
(In thousands)
(Unaudited)
 
 
 
As of January 31,
 
 
2019
 
2018
Real estate held for sale and investment
 
$
101,730

 
$
103,212

Total Vail Resorts, Inc. stockholders’ equity
 
$
1,463,278

 
$
1,645,328

Long-term debt, net
 
$
1,345,262

 
$
1,182,349

Long-term debt due within one year
 
48,493

 
38,433

Total debt
 
1,393,755

 
1,220,782

Less: cash and cash equivalents
 
158,561

 
235,460

Net debt
 
$
1,235,194

 
$
985,322


 
Reconciliation of Measures of Segment Profitability and Non-GAAP Financial Measures

Presented below is a reconciliation of Reported EBITDA to net income attributable to Vail Resorts, Inc. for the three and six months ended January, 2019 and 2018.
 
 
(In thousands)
(Unaudited)
 
(In thousands)
(Unaudited)
 
 
Three Months Ended January 31,
 
Six Months Ended January 31,
 
 
2019
 
2018
 
2019
 
2018
Mountain Reported EBITDA
 
$
352,225

 
$
305,262

 
$
275,818

 
$
246,825

Lodging Reported EBITDA
 
5,757

 
3,668

 
9,653

 
8,023

Resort Reported EBITDA*
 
357,982

 
308,930

 
285,471

 
254,848

Real Estate Reported EBITDA
 
(1,133
)
 
(558
)
 
(2,405
)
 
(1,613
)
Total Reported EBITDA
 
356,849

 
308,372

 
283,066

 
253,235

Depreciation and amortization
 
(55,238
)
 
(51,404
)
 
(106,281
)
 
(100,028
)
Gain on disposal of fixed assets and other, net
 
1,097

 
538

 
478

 
1,105

Change in estimated fair value of contingent consideration
 
(700
)
 

 
(1,900
)
 

Investment income and other, net
 
507

 
397

 
970

 
780

Foreign currency gain (loss) on intercompany loans
 
450

 
10,337

 
(1,861
)
 
2,991

Interest expense, net
 
(21,002
)
 
(15,973
)
 
(39,640
)
 
(31,147
)
Income before (provision) benefit from income taxes
 
281,963

 
252,267

 
134,832

 
126,936

(Provision) benefit from income taxes
 
(63,973
)
 
(3,594
)
 
(27,568
)
 
89,810

Net income
 
217,990

 
248,673

 
107,264


216,746

Net income attributable to noncontrolling interests
 
(11,641
)
 
(12,982
)
 
(8,710
)
 
(9,440
)
Net income attributable to Vail Resorts, Inc.
 
$
206,349

 
$
235,691

 
$
98,554


$
207,306

 
 
 
 
 
 
 
 
 
* Resort represents the sum of Mountain and Lodging
 
 
 
 
 
 
 
 






Presented below is a reconciliation of Total Reported EBITDA to net income attributable to Vail Resorts, Inc. calculated in accordance with GAAP for the twelve months ended January 31, 2019.
 
 
(In thousands)
(Unaudited)
 
 
Twelve Months Ended
 
 
January 31, 2019
Mountain Reported EBITDA
 
$
620,598

Lodging Reported EBITDA
 
26,636

Resort Reported EBITDA*
 
647,234

Real Estate Reported EBITDA
 
165

Total Reported EBITDA
 
647,399

Depreciation and amortization
 
(210,715
)
Loss on disposal of fixed assets and other, net
 
(5,247
)
Change in estimated fair value of contingent consideration
 
(46
)
Investment income and other, net
 
2,134

Foreign currency loss on intercompany loans
 
(13,818
)
Interest expense, net
 
(71,719
)
Income before provision for income taxes
 
347,988

Provision for income taxes
 
(56,240
)
Net income
 
291,748

Net income attributable to noncontrolling interests
 
(20,602
)
Net income attributable to Vail Resorts, Inc.
 
$
271,146

 
 
 
* Resort represents the sum of Mountain and Lodging
 
 

The following table reconciles Net Debt to long-term debt, net and the calculation of Net Debt to Total Reported EBITDA for the twelve months ended January 31, 2019.
 
In thousands)
(Unaudited)
(As of January 31, 2019)
 
Long-term debt, net
$
1,345,262

 
Long-term debt due within one year
48,493

 
Total debt
1,393,755

 
Less: cash and cash equivalents
158,561

 
Net debt
$
1,235,194

 
Net debt to Total Reported EBITDA
1.9

x






The following table reconciles Real Estate Reported EBITDA to Net Real Estate Cash Flow for the three and six months ended January 31, 2019 and 2018.
 
 
(In thousands)
(Unaudited)
Three Months Ended
January 31,
 
(In thousands)
(Unaudited)
Six Months Ended
January 31,
 
 
2019
 
2018
 
2019
 
2018
Real Estate Reported EBITDA
 
$
(1,133
)
 
$
(558
)
 
$
(2,405
)
 
$
(1,613
)
Non-cash Real Estate cost of sales
 

 

 

 
479

Non-cash Real Estate stock-based compensation
 
46

 
48

 
68

 
16

Change in real estate deposits and recovery of previously incurred project costs/land basis less investments in real estate
 
98

 
(131
)
 
92

 
(241
)
Net Real Estate Cash Flow
 
$
(989
)
 
$
(641
)
 
$
(2,245
)
 
$
(1,359
)

The following table reconciles Resort net revenue to Resort EBITDA Margin for fiscal 2019 guidance.
 
 
(In thousands)
(Unaudited)
Fiscal 2019 Guidance (2)
Resort net revenue (1)
 
$
2,248,000

Resort Reported EBITDA (1)
 
$
700,000

Resort EBITDA margin
 
31.1
%
 
 
 
(1) Resort represents the sum of Mountain and Lodging
 
 
(2) Represents the mid-point range of Guidance