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, 2019
¨
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=12952948&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)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, $0.01 par value
MTN
New York Stock Exchange

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 every Interactive Data File required to be submitted 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 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
 
¨
  
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 3, 2019, 40,202,028 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, 2019
 
July 31, 2018
 
April 30, 2018
Assets
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
Cash and cash equivalents
 
$
59,636

 
$
178,145

 
$
181,597

Restricted cash
 
8,876

 
6,895

 
7,427

Trade receivables, net
 
273,108

 
230,829

 
220,248

Inventories, net
 
84,059

 
85,588

 
79,361

Other current assets
 
41,177

 
37,279

 
31,027

Total current assets
 
466,856

 
538,736

 
519,660

Property, plant and equipment, net (Note 7)
 
1,847,434

 
1,627,219

 
1,640,727

Real estate held for sale and investment
 
101,251

 
99,385

 
99,623

Goodwill, net (Note 7)
 
1,596,867

 
1,475,686

 
1,488,663

Intangible assets, net
 
306,489

 
280,572

 
283,802

Other assets
 
42,837

 
43,386

 
42,960

Total assets
 
$
4,361,734

 
$
4,064,984

 
$
4,075,435

Liabilities and Stockholders’ Equity
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
Accounts payable and accrued liabilities (Note 7)
 
$
543,060

 
$
504,533

 
$
429,858

Income taxes payable
 
23,290

 
50,632

 
29,512

Long-term debt due within one year (Note 5)
 
48,504

 
38,455

 
38,444

Total current liabilities
 
614,854

 
593,620

 
497,814

Long-term debt, net (Note 5)
 
1,310,870

 
1,234,277

 
1,078,005

Other long-term liabilities (Note 7)
 
268,350

 
291,506

 
279,797

Deferred income taxes, net
 
274,306

 
133,918

 
215,696

Total liabilities
 
2,468,380

 
2,253,321

 
2,071,312

Commitments and contingencies (Note 9)
 


 


 


Stockholders’ equity:
 
 
 
 
 
 
Preferred stock, $0.01 par value, 25,000 shares authorized, no shares issued and outstanding
 

 

 

Common stock, $0.01 par value, 100,000 shares authorized, 46,105, 46,021 and 45,874 shares issued, respectively
 
461

 
460

 
458

Exchangeable shares, $0.01 par value, 56, 58 and 58 shares issued and outstanding, respectively (Note 4)
 
1

 
1

 
1

Additional paid-in capital
 
1,140,099

 
1,137,467

 
1,162,872

Accumulated other comprehensive (loss) income
 
(36,540
)
 
(2,227
)
 
10,469

Retained earnings
 
920,327

 
726,722

 
869,862

Treasury stock, at cost, 5,905, 5,552, and 5,552 shares, respectively (Note 11)
 
(357,989
)
 
(272,989
)
 
(272,989
)
Total Vail Resorts, Inc. stockholders’ equity
 
1,666,359

 
1,589,434

 
1,770,673

Noncontrolling interests
 
226,995

 
222,229

 
233,450

Total stockholders’ equity
 
1,893,354

 
1,811,663

 
2,004,123

Total liabilities and stockholders’ equity
 
$
4,361,734

 
$
4,064,984

 
$
4,075,435

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,
 
2019
 
2018
 
2019
 
2018
Net revenue:
 
 
 
 
 
 
 
Mountain and Lodging services and other
$
800,816

 
$
700,033

 
$
1,631,957

 
$
1,437,753

Mountain and Lodging retail and dining
156,930

 
141,318

 
395,017

 
358,253

Resort net revenue
957,746

 
841,351

 
2,026,974

 
1,796,006

Real Estate
241

 
3,140

 
595

 
3,910

Total net revenue
957,987

 
844,491

 
2,027,569


1,799,916

Operating expense (exclusive of depreciation and amortization shown separately below):
 
 
 
 
 
 
 
Mountain and Lodging operating expense
349,647

 
301,760

 
894,392

 
780,539

Mountain and Lodging retail and dining cost of products sold
59,615

 
54,289

 
157,996

 
147,205

General and administrative
68,213

 
66,181

 
209,954

 
194,780

Resort operating expense
477,475

 
422,230

 
1,262,342

 
1,122,524

Real Estate operating expense, net
1,382

 
(597
)
 
4,141

 
2,301

Total segment operating expense
478,857

 
421,633

 
1,266,483

 
1,124,825

Other operating (expense) income:
 
 
 
 
 
 
 
Depreciation and amortization
(55,260
)
 
(54,104
)
 
(161,541
)
 
(154,132
)
Gain on sale of real property
268

 

 
268

 
515

Change in estimated fair value of contingent consideration (Note 8)
(1,567
)
 
2,454

 
(3,467
)
 
2,454

Gain (loss) on disposal of fixed assets and other, net
27

 
(3,230
)
 
505

 
(2,125
)
Income from operations
422,598

 
367,978

 
596,851

 
521,803

Mountain equity investment income, net
445

 
607

 
1,555

 
1,094

Investment income and other, net
1,727

 
736

 
2,697

 
1,516

Foreign currency loss on intercompany loans (Note 5)
(3,319
)
 
(9,502
)
 
(5,180
)
 
(6,511
)
Interest expense, net
(19,575
)
 
(15,648
)
 
(59,215
)
 
(46,795
)
Income before (provision) benefit from income taxes
401,876

 
344,171

 
536,708

 
471,107

(Provision) benefit from income taxes
(93,346
)
 
(71,896
)
 
(120,914
)
 
17,914

Net income
308,530

 
272,275

 
415,794

 
489,021

Net income attributable to noncontrolling interests
(16,396
)
 
(16,023
)
 
(25,106
)
 
(25,463
)
Net income attributable to Vail Resorts, Inc.
$
292,134

 
$
256,252

 
$
390,688

 
$
463,558

Per share amounts (Note 4):
 
 
 
 
 
 
 
Basic net income per share attributable to Vail Resorts, Inc.
$
7.26

 
$
6.34

 
$
9.68

 
$
11.48

Diluted net income per share attributable to Vail Resorts, Inc.
$
7.12

 
$
6.17

 
$
9.48

 
$
11.13

Cash dividends declared per share
$
1.76

 
$
1.47

 
$
4.70

 
$
3.576

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,
 
 
2019
 
2018
 
2019
 
2018
Net income
 
$
308,530

 
$
272,275

 
$
415,794

 
$
489,021

Foreign currency translation adjustments, net of tax
 
(30,089
)
 
(64,020
)
 
(44,862
)
 
(44,417
)
Comprehensive income
 
278,441


208,255

 
370,932

 
444,604

Comprehensive income attributable to noncontrolling interests
 
(8,898
)
 
(284
)
 
(14,557
)
 
(14,972
)
Comprehensive income attributable to Vail Resorts, Inc.
 
$
269,543

 
$
207,971

 
$
356,375

 
$
429,632

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 Income (Loss)
Retained Earnings
Treasury Stock
Total Vail Resorts, Inc. Stockholders’ Equity
Noncontrolling Interests
Total Stockholders’ Equity
 
Vail Resorts
Exchangeable
 
 
 
 
 
 
 
Balance, January 31, 2018
$
458

$
1

$
1,160,243

$
58,750

$
673,065

$
(247,189
)
$
1,645,328

$
235,450

1,880,778

Comprehensive income:
 
 
 
 
 
 
 
 
 
Net income




256,252


256,252

16,023

272,275

Foreign currency translation adjustments, net of tax



(48,281
)


(48,281
)
(15,739
)
(64,020
)
Total comprehensive income
 
 
 
 
 
 
207,971

284

208,255

Stock-based compensation expense


4,644




4,644


4,644

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


(2,015
)



(2,015
)

(2,015
)
Repurchase of common stock (Note 11)





(25,800
)
(25,800
)

(25,800
)
Dividends (Note 4)




(59,455
)

(59,455
)

(59,455
)
Distributions to noncontrolling interests, net







(2,284
)
(2,284
)
Balance, April 30, 2018
$
458

$
1

$
1,162,872

$
10,469

$
869,862

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

$
233,450

$
2,004,123

 
 
 
 
 
 
 
 
 
 
Balance, January 31, 2019
$
461

$
1

$
1,135,709

$
(13,949
)
$
699,045

$
(357,989
)
$
1,463,278

$
219,817

$
1,683,095

Comprehensive income:
 
 
 
 
 
 
 
 
 
Net income




292,134


292,134

16,396

308,530

Foreign currency translation adjustments, net of tax



(22,591
)


(22,591
)
(7,498
)
(30,089
)
Total comprehensive income
 
 
 
 
 
 
269,543

8,898

278,441

Stock-based compensation expense


4,886




4,886


4,886

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


(496
)



(496
)

(496
)
Dividends (Note 4)




(70,852
)

(70,852
)

(70,852
)
Distributions to noncontrolling interests, net







(1,720
)
(1,720
)
Balance, April 30, 2019
$
461

$
1

$
1,140,099

$
(36,540
)
$
920,327

$
(357,989
)
$
1,666,359

$
226,995

$
1,893,354


5



 
Common Stock
Additional Paid in Capital
Accumulated Other Comprehensive Income (Loss)
Retained Earnings
Treasury Stock
Total Vail Resorts, Inc. Stockholders’ Equity
Noncontrolling Interests
Total Stockholders’ Equity
 
Vail Resorts
Exchangeable
 
 
 
 
 
 
 
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







(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 11)





(25,800
)
(25,800
)

(25,800
)
Dividends (Note 4)




(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

 
 
 
 
 
 
 
 
 
 
Balance, July 31, 2018
$
460

$
1

$
1,137,467

$
(2,227
)
$
726,722

$
(272,989
)
$
1,589,434

$
222,229

$
1,811,663

Comprehensive income:
 
 
 
 
 
 
 
 
 
Net income




390,688


390,688

25,106

415,794

Foreign currency translation adjustments, net of tax



(34,313
)


(34,313
)
(10,549
)
(44,862
)
Total comprehensive income
 
 
 
 
 
 
356,375

14,557

370,932

Stock-based compensation expense


14,786




14,786


14,786

Cumulative effect for adoption of revenue standard (Notes 2 & 3)




(7,517
)

(7,517
)

(7,517
)
Issuance of shares under share award plans, net of shares withheld for employee taxes
1


(12,154
)



(12,153
)

(12,153
)
Repurchase of common stock (Note 11)





(85,000
)
(85,000
)

(85,000
)
Dividends (Note 4)




(189,566
)

(189,566
)

(189,566
)
Distributions to noncontrolling interests, net







(9,791
)
(9,791
)
Balance, April 30, 2019
$
461

$
1

$
1,140,099

$
(36,540
)
$
920,327

$
(357,989
)
$
1,666,359

$
226,995

$
1,893,354

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

6



Vail Resorts, Inc.
Consolidated Condensed Statements of Cash Flows
(In thousands)
(Unaudited)
 
 
Nine Months Ended April 30,
 
 
2019
 
2018
Cash flows from operating activities:
 
 
 
 
Net income
 
$
415,794

 
$
489,021

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Depreciation and amortization
 
161,541

 
154,132

Cost of real estate sales
 

 
3,750

Stock-based compensation expense
 
14,786

 
14,056

Deferred income taxes, net
 
125,803

 
36,558

Change in fair value of contingent consideration
 
3,467

 
(2,454
)
Foreign exchange loss on intercompany loans
 
5,180

 
6,511

Other non-cash income, net
 
(6,485
)
 
(8,090
)
Changes in assets and liabilities:
 
 
 
 
Trade receivables, net
 
(37,146
)
 
(33,096
)
Inventories, net
 
5,170

 
5,609

Accounts payable and accrued liabilities
 
1,013

 
(35,519
)
Deferred revenue
 
(2,746
)
 
11,014

Income taxes payable - excess tax benefit from share award exercises
 
(4,890
)
 
(54,473
)
Income taxes payable - other
 
(22,403
)
 
(14,100
)
Other assets and liabilities, net
 
6,512

 
7,744

Net cash provided by operating activities
 
665,596

 
580,663

Cash flows from investing activities:
 

 
 
Capital expenditures
 
(146,896
)
 
(106,314
)
Acquisition of businesses, net of cash acquired
 
(419,044
)
 
(1,356
)
Other investing activities, net
 
13,286

 
7,088

Net cash used in investing activities
 
(552,654
)
 
(100,582
)
Cash flows from financing activities:
 

 
 
Proceeds from borrowings under Vail Holdings Credit Agreement
 
335,625

 
95,000

Proceeds from borrowings under Whistler Credit Agreement
 
7,667

 
11,920

Repayments of borrowings under Vail Holdings Credit Agreement
 
(223,750
)
 
(173,125
)
Repayments of borrowings under Whistler Credit Agreement
 
(45,060
)
 
(91,941
)
Employee taxes paid for share award exercises
 
(12,153
)
 
(73,690
)
Dividends paid
 
(189,566
)
 
(144,681
)
Repurchases of common stock
 
(85,000
)
 
(25,800
)
Other financing activities, net
 
(12,408
)
 
(11,626
)
Net cash used in financing activities
 
(224,645
)
 
(413,943
)
Effect of exchange rate changes on cash, cash equivalents and restricted cash
 
(4,825
)
 
(4,776
)
Net (decrease) increase in cash, cash equivalents and restricted cash
 
(116,528
)
 
61,362

Cash, cash equivalents and restricted cash:
 
 
 
 
Beginning of period
 
185,040

 
127,662

End of period
 
$
68,512

 
$
189,024

Non-cash investing activities:
 
 
 
 
Accrued capital expenditures
 
$
13,508

 
$
7,869

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

7



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 the following seventeen world-class mountain resort properties and three urban ski areas:
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.
Crested Butte Mountain Resort (“Crested Butte”)
 
Colorado
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.
Mount Sunapee Resort (“Mount Sunapee”)
 
New Hampshire
10.
Park City Resort (“Park City”)
 
Utah
11.
Stowe Mountain Resort (“Stowe”)
 
Vermont
12.
Okemo Mountain Resort (“Okemo”)
 
Vermont
13.
Stevens Pass Mountain Resort (“Stevens Pass”)
 
Washington
14.
Whistler Blackcomb Resort (“Whistler Blackcomb”)
 
British Columbia, Canada
15.
Perisher Ski Resort (“Perisher”)
 
New South Wales, Australia
16.
Falls Creek Alpine Resort (“Falls Creek”)
 
Victoria, Australia
17.
Hotham Alpine Resort (“Hotham”)
 
Victoria, Australia
Urban Ski Areas:
 
Location:
1.
Afton Alps Ski Area (“Afton Alps”)
 
Minnesota
2.
Mount Brighton Ski Area (“Mt. Brighton”)
 
Michigan
3.
Wilmot Mountain (“Wilmot”)
 
Wisconsin

Additionally, the Mountain segment includes ancillary services, primarily including ski school, dining and retail/rental operations, and for the Company’s Australian resorts, including lodging and transportation operations. Several of the resorts located in the United States (“U.S.”) 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 the Company’s Australian resorts are conducted pursuant to long-term leases and licenses on land owned by the governments of New South Wales and Victoria, Australia. Okemo, Mount Sunapee and Stowe operate on land leased from the respective states in which the resorts are located and on land owned by the Company.

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, 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.


8



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 operating season at the Company’s Australian resorts, NPS concessionaire properties and golf courses generally occurs from June to early October.

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, 2018. 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, 2018 was derived from audited financial statements.

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.

Revenue Recognition— The Company recognizes revenues from contracts with customers when or as control of goods or services promised in the contracts is transferred in an amount that reflects consideration to which it expects to be entitled to in exchange for those goods or services. The Company determines the appropriate revenue recognition for contracts with customers by analyzing the type, terms and conditions of contracts or arrangements with customers. Certain contracts with customers contain multiple performance obligations in which case revenue is allocated to each distinct and separate performance obligation based on its relative standalone selling price. See Note 3, Revenues, for more information.

Recently Issued Accounting Standards
Adopted Standards
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” which supersedes the revenue recognition requirements in Topic 605. 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 issued several amendments, which did not change the core principle of the guidance and were intended to clarify and improve understanding of certain topics included within the revenue standard. On August 1, 2018, the Company adopted this standard using the modified retrospective transition method for contracts which were not completed as of August 1, 2018. In accordance with this transition method, results for reporting periods beginning after August 1, 2018 are presented under Topic 606, while prior period amounts were not adjusted and continue to be reported in accordance with the Company’s historical accounting methodology under Topic 605. On August 1, 2018, as a result of adopting this standard, the Company recorded an approximate $7.5 million reduction of retained earnings with a corresponding increase in accounts payable and accrued liabilities, which was primarily associated with the measurement of the loyalty reward programs under the new standard at an estimated fair value of underlying products or services expected to be delivered to satisfy the Company’s obligations associated with such loyalty programs. The application of this standard had an immaterial impact on total net revenue and net income attributable to Vail Resorts, Inc. for the three and nine months ended April 30, 2019.

9



In accordance with the new revenue recognition standard disclosure requirements, the impact of adoption of Topic 606 on the Consolidated Condensed Balance Sheet as of April 30, 2019 was as follows (in thousands):
 
As of April 30, 2019
Balance Sheet
Balances Without Adoption of Topic 606
Adjustments
As Reported
(Under Topic 606)
Liabilities
 
 
 
Accounts payable and accrued liabilities
$
536,130

$
6,930

$
543,060

Stockholders’ equity
 
 
 
Retained earnings
$
927,257

$
(6,930
)
$
920,327


In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” This standard provides guidance for eight targeted changes with respect to how cash receipts and cash payments are classified in the statements of cash flows, with the objective of reducing diversity in practice. The Company adopted this accounting standard on August 1, 2018, which did not have an impact on its consolidated condensed financial statements.

In November 2016, the FASB issued ASU No. 2016-18, “Restricted Cash,” which requires that a statement of cash flows present the change during a period for the total of cash, cash equivalents and restricted cash. Historically, under previous guidance, changes in restricted cash have been included within operating, investing or financing activities, which were eliminated under the new standard. The Company adopted this standard as of August 1, 2018, which required retrospective application to all periods presented. As a result, cash provided by operating activities during the nine months ended April 30, 2018 decreased by $2.6 million under the new guidance as compared to what was reported under the previously required guidance. Additionally, due to the inclusion of restricted cash in the beginning and end of period balances, cash, cash equivalents and restricted cash as of April 30, 2018 and July 31, 2017 increased $7.4 million and $10.3 million, respectively, as compared to what was reported under the previously required guidance. During peak operations of the North American ski season, the Company’s restricted cash balance is primarily associated with customer reservations deposits that are required to be held in a trust pursuant to statutory requirements until such reservations are fulfilled.

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 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 as originally written 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. In July 2018, the FASB made targeted improvements to the standard, including providing an additional and optional transition method. Under this method, an entity initially applies the standard at the adoption date, including the election of certain transition reliefs, and recognizes a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. 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 has made progress in centralizing lease contracts in a lease accounting software system and has completed testing of the completeness and accuracy of this information. During the fourth quarter of the fiscal year ending July 31, 2019, the Company expects to finalize various technical interpretations, such as determination of discount rates used in the measurement of lease liabilities, for adoption.

3.     Revenues
Revenue Recognition
The following provides information about the Company’s composition of revenue recognized from contracts with customers and other revenues, the performance obligations under those contracts, and the significant judgments made in accounting for those contracts:

10



Mountain revenue is derived from a wide variety of sources, including, among other things: lift revenue, which includes sales of lift tickets and season passes; ski school revenue, which includes the revenue derived from ski school operations; dining revenue, which includes both casual and fine dining on-mountain operations; retail sales and equipment rentals; and other on-mountain revenue, which includes private ski club revenue (which includes both club dues and amortization of initiation fees), marketing and internet advertising revenue, municipal services and lodging and transportation operations at the Company’s Australian resorts. Revenue is recognized over time as performance obligations are satisfied as control of the good or service (e.g. access to ski areas, provision of ski school services, etc.) is transferred to the customer, except for the Company’s retail sales and dining operations revenues which are recognized at a point in time when performance obligations are satisfied by transferring control of the underlying goods to the customer. The Company records deferred revenue primarily related to the sale of season passes. Deferred revenue is recognized throughout the ski season as the Company’s performance obligations are satisfied as control of the service (e.g. access to ski areas throughout the ski season) is transferred to the customer. Transfer of control is based on an estimated number of season pass holder visits relative to total expected visits. Total expected visits are estimated based on historical data, and the Company believes this estimate provides a faithful depiction of its customers’ season pass usage. When sufficient historical data to determine usage patterns is not available, deferred revenue is recognized on a straight-line basis throughout the ski season. The Company also includes other sources of revenue, mostly related to commercial leasing, and employee housing leasing arrangements within other mountain revenue.

Lodging revenue is derived from a wide variety of sources, including, among other things: revenue from owned hotel rooms and managed hotel rooms; revenue from hotel dining operations; transportation revenue which relates to the Company’s Colorado resort ground transportation operations; and other lodging revenue which includes property management services, managed properties other costs reimbursements, private golf club revenue (which includes both club dues and amortization of initiation fees), and golf course fees. Lodging revenue also includes managed hotel property payroll cost reimbursements related to payroll costs at managed properties where the Company is the employer, which are reimbursed by the owner with no added margin. Therefore, these revenues and corresponding expenses have no net effect on the Company’s operating income or net income. Other than revenue from dining operations, lodging revenue is mostly recognized over time as performance obligations are satisfied as control of the service (e.g. nightly hotel room access) is transferred to the customer.

Real estate revenue primarily relates to the sale of development land parcels. Real estate revenue is generally recognized at a point in time when performance obligations have been satisfied, which is usually upon closing of the sales transaction and in an amount that reflects the consideration to which the Company expects to be entitled.

For certain contracts that have an original term length of one year or less, the Company uses the practical expedient applicable to such contracts and does not consider the time value of money. For contracts with an expected term in excess of one year, the Company has considered the provisions of Topic 606 in determining whether contracts contain a financing component.
The Company presents revenues in the accompanying consolidated condensed statements of operations, net of taxes, when collected from its customers that are remitted or payable to government taxing authorities, except when products are inclusive of taxes where applicable.


11



Disaggregation of Revenues
The following table presents net revenues disaggregated by segment and major revenue type for the three and nine months ended April 30, 2019 and 2018 (in thousands):
 
 
Three Months Ended April 30,
 
Nine Months Ended April 30,
 
 
2019
 
2018
 
2019
 
2018
Mountain net revenue:
 
 
 
 
 
 
 
 
Lift
 
$
526,881

 
$
452,723

 
$
999,124

 
$
860,103

Ski School
 
110,755

 
101,213

 
207,271

 
185,767

Dining
 
78,928

 
70,678

 
162,629

 
142,890

Retail/Rental
 
114,082

 
104,162

 
285,860

 
265,015

Other
 
47,252

 
43,748

 
144,093

 
137,776

Total Mountain net revenue
 
$
877,898

 
$
772,524

 
$
1,798,977

 
$
1,591,551

Lodging net revenue:
 
 
 
 
 
 
 
 
     Owned hotel rooms
 
$
12,352

 
$
12,518

 
$
43,499

 
$
43,506

Managed condominium rooms
 
30,671

 
24,604

 
69,835

 
58,133

Dining
 
11,067

 
8,660

 
37,385

 
32,409

Transportation
 
8,578

 
8,164

 
18,774

 
18,177

Golf
 

 

 
9,628

 
8,903

Other
 
13,278

 
11,074

 
37,697

 
32,626

 
 
75,946

 
65,020

 
216,818

 
193,754

Payroll cost reimbursements
 
3,902

 
3,807

 
11,179

 
10,701

Total Lodging net revenue
 
$
79,848

 
$
68,827

 
$
227,997

 
$
204,455

Total Resort net revenue
 
$
957,746

 
$
841,351

 
$
2,026,974

 
$
1,796,006

Total Real Estate net revenue
 
241

 
3,140

 
595

 
3,910

Total net revenue
 
$
957,987

 
$
844,491

 
$
2,027,569

 
$
1,799,916

Arrangements with Multiple Performance Obligations
Several of the Company’s contracts with customers include multiple performance obligations, primarily related to bundled services such as ski school packages, lodging packages and events (e.g. weddings and conferences). For such contracts, revenue is allocated to each distinct and separate performance obligation based on its relative standalone selling price. The standalone selling prices are generally based on observable prices charged to customers or estimated based on historical experience and information.

Contract Balances
Contract liabilities are recorded primarily as deferred revenues when payments are received or due in advance of the Company’s performance, including amounts which may be refundable. The deferred revenue balance is primarily related to accounts receivable or cash payments recorded in advance of satisfying the Company’s performance obligations related to sales of season passes prior to the start of the ski season, private club initiation fees and other related advance purchase products, including advance purchase lift tickets, multiple-day lift tickets, ski school lessons, equipment rentals and lodging advance deposits. Due to the seasonality of the Company’s operations, its largest deferred revenue balances occur during the North American season pass selling window, which generally begins in the fourth quarter of its fiscal year. Deferred revenue balances of a short-term nature were $297.9 million and $282.1 million as of April 30, 2019 and July 31, 2018, respectively. Deferred revenue balances of a long-term nature, comprised primarily of long-term private club initiation fee revenue, were $124.9 million and $126.5 million as of April 30, 2019 and July 31, 2018, respectively. For the three and nine months ended April 30, 2019, the Company recognized approximately $116.9 million and $272.2 million, respectively, of revenue that was included in the deferred revenue balance as of July 31, 2018. As of April 30, 2019, the weighted average remaining period over which revenue for unsatisfied performance obligations on long-term private club contracts will be recognized was approximately 17 years.
Contract assets are recorded as trade receivables when the right to consideration is unconditional. Trade receivable balances were $273.1 million and $230.8 million as of April 30, 2019 and July 31, 2018, respectively. Payments from customers are based on billing terms established in the contracts with customers, which vary by the type of customer, the location and the products or services offered. The term between invoicing and when payment is due is not significant. For certain products or services and

12



customer types, contracts require payment before the products are delivered or services are provided to the customer. Impairment losses related to contract assets are recognized through the Company’s allowance for doubtful accounts analysis. Contract asset write-offs are evaluated on an individual basis.

Costs to Obtain Contracts with Customers
The Company expects that credit card fees and sales commissions paid in order to obtain season ski pass products contracts are recoverable. Accordingly, the Company recognizes these amounts as assets when they are paid prior to the start of the ski season. As of April 30, 2019, $1.3 million of costs to obtain contracts with customers were recorded within other current assets on the Company’s Consolidated Condensed Balance Sheet. Deferred credit card fees and sales commissions are amortized commensurate with the recognition of season ski pass revenue. The Company recorded amortization of $5.2 million and $10.6 million for these costs during the three and nine months ended April 30, 2019, respectively, which were recorded within Mountain and Lodging operating expenses on the Company’s Consolidated Condensed Statement of Operations.
Utilizing the practical expedient provided for under Topic 606, the Company has elected to expense credit card fees and sales commissions related to non-season ski pass products and services as incurred, as the amortization period is generally one year or less for the time between customer purchase and utilization. These fees are recorded within Mountain and Lodging operating expenses on the Company’s Consolidated Condensed Statements of Operations.

4.
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, 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.

Presented below is basic and diluted EPS for the three months ended April 30, 2019 and 2018 (in thousands, except per share amounts):
 
 
Three Months Ended April 30,
 
 
2019
 
2018
 
 
Basic
 
Diluted
 
Basic
 
Diluted
Net income per share:
 
 
 
 
 
 
 
 
Net income attributable to Vail Resorts
 
$
292,134

 
$
292,134

 
$
256,252

 
$
256,252

Weighted-average Vail Shares outstanding
 
40,198

 
40,198

 
40,379

 
40,379

Weighted-average Exchangeco Shares outstanding
 
57

 
57

 
59

 
59

Total Weighted-average shares outstanding
 
40,255

 
40,255

 
40,438

 
40,438

Effect of dilutive securities
 

 
765

 

 
1,107

Total shares
 
40,255

 
41,020

 
40,438

 
41,545

Net income per share attributable to Vail Resorts
 
$
7.26

 
$
7.12

 
$
6.34

 
$
6.17


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 54,000 and 5,000 for the three months ended April 30, 2019 and 2018, respectively.


13



Presented below is basic and diluted EPS for the nine months ended April 30, 2019 and 2018 (in thousands, except per share amounts):
 
 
Nine Months Ended April 30,
 
 
2019
 
2018
 
 
Basic
 
Diluted
 
Basic
 
Diluted
Net income per share:
 
 
 
 
 
 
 
 
Net income attributable to Vail Resorts
 
$
390,688

 
$
390,688

 
$
463,558

 
$
463,558

Weighted-average Vail Shares outstanding
 
40,307

 
40,307

 
40,313

 
40,313

Weighted-average Exchangeco Shares outstanding
 
57

 
57

 
61

 
61

Total Weighted-average shares outstanding
 
40,364

 
40,364

 
40,374

 
40,374

Effect of dilutive securities
 

 
837

 

 
1,267

Total shares
 
40,364

 
41,201

 
40,374

 
41,641

Net income per share attributable to Vail Resorts
 
$
9.68

 
$
9.48

 
$
11.48

 
$
11.13


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 48,000 and 5,000 for the nine months ended April 30, 2019 and 2018, respectively.

Net income attributable to Vail Resorts decreased by approximately $72.9 million for the nine months ended April 30, 2019 compared to the prior year primarily due to a decrease in excess tax benefits of $49.6 million, which resulted primarily from employee exercises of in-the-money stock appreciation rights, and a one-time, provisional net tax benefit of approximately $64.6 million recorded during the three and nine months ended April 30, 2018, which was the result of comprehensive U.S. tax legislation, commonly referred to as the “Tax Act,” which was enacted by the U.S. government on December 22, 2017. Both of these items were recorded within (provision) benefit from income taxes on the Company’s Consolidated Condensed Statement of Operations. These decreases were partially offset by an increase in income from operations.

Dividends
During the three and nine months ended April 30, 2019, the Company paid cash dividends of $1.76 and $4.70 per share, respectively ($70.9 million and $189.6 million, respectively, in the aggregate). During the three and nine months ended April 30, 2018, the Company paid cash dividends of $1.47 and $3.576 per share, respectively ($59.5 million and $144.7 million, respectively, in the aggregate). On June 5, 2019, the Company’s Board of Directors declared a quarterly cash dividend of $1.76 per share for Vail Shares, payable on July 11, 2019 to stockholders of record as of June 26, 2019. Additionally, a Canadian dollar equivalent dividend on the Exchangeco Shares will be payable on July 11, 2019 to the shareholders of record on June 26, 2019.

5.    Long-Term Debt
Long-term debt, net as of April 30, 2019July 31, 2018 and April 30, 2018 is summarized as follows (in thousands):
 
 
Maturity
 
April 30, 2019
 
July 31, 2018
 
April 30, 2018
Vail Holdings Credit Agreement term loan (a)
 
2024
 
$
926,250

 
$
684,375

 
$
693,750

Vail Holdings Credit Agreement revolver (a)
 
2024
 

 
130,000

 

Whistler Credit Agreement revolver (b)
 
2023
 
26,127

 
65,353

 
31,153

Employee housing bonds
 
2027-2039
 
52,575

 
52,575

 
52,575

Canyons obligation
 
2063
 
338,823

 
334,509

 
333,078

Other (c)
 
2020-2032
 
19,636

 
9,270

 
9,430

Total debt
 
 
 
1,363,411

 
1,276,082

 
1,119,986

Less: Unamortized debt issuance costs
 
 
 
4,037

 
3,350

 
3,537

Less: Current maturities (d)
 
 
 
48,504

 
38,455

 
38,444

Long-term debt, net
 
 
 
$
1,310,870

 
$
1,234,277


$
1,078,005


(a)
On August 15, 2018, in order to fund the Stevens Pass and Triple Peaks acquisitions (see Note 6, Acquisitions), the Company’s wholly owned subsidiary, Vail Holdings, Inc. (“VHI”), entered into the Eighth Amended and Restated Credit Agreement (the “Vail Holdings Credit Agreement”), with Bank of America, N.A., as administrative agent, and other lenders

14



named therein, through which these lenders agreed to provide an additional $265.6 million in incremental term loans and agreed, on behalf of all lenders, to extend the maturity date for the outstanding term loans and revolver facility under the Vail Holdings Credit Agreement to August 15, 2023. Subsequently, on April 15, 2019, the Company entered into an amendment to the Vail Holdings Credit Agreement which primarily extended the maturity date for the outstanding term loans and revolver facility to April 15, 2024, increased the amount of dividends the Company is permitted to pay in each fiscal quarter under the agreement and increased the amount of the revolver facility by $100.0 million. The Vail Holdings Credit Agreement consists of a $500.0 million revolving credit facility and a $950.0 million term loan facility. VHI’s obligations under the Vail Holdings Credit Agreement are guaranteed by the Company and certain of its subsidiaries and are collateralized by a pledge of all the capital stock of VHI and substantially all of its subsidiaries (with certain additional exceptions for the pledge of the capital stock of foreign subsidiaries). In addition, pursuant to the terms of the Vail Holdings Credit Agreement, VHI has the ability to increase availability (under the revolver or in the form of term loans) to an aggregate principal amount not to exceed the greater of (i) $1.2 billion and (ii) the product of 2.75 and the trailing twelve-month Adjusted EBITDA, as defined in the Vail Holdings Credit Agreement. The term loan facility is subject to quarterly amortization of principal of approximately $11.9 million, which began on January 31, 2019, in equal installments, for a total of five percent of principal payable in each year and the final payment of all amounts outstanding, plus accrued and unpaid interest due in April 2024. The proceeds of the loans made under the Vail Holdings Credit Agreement may be used to fund the Company’s working capital needs, capital expenditures, acquisitions, investments and other general corporate purposes, including the issuance of letters of credit. Borrowings under the Vail Holdings Credit Agreement, including the term loan facility, bear interest annually at LIBOR plus 1.25% as of April 30, 2019 (3.73% as of April 30, 2019). Interest rate margins may fluctuate based upon the ratio of the Company’s Net Funded Debt to Adjusted EBITDA on a trailing four-quarter basis. The Vail Holdings Credit Agreement also includes a quarterly unused commitment fee, which is equal to a percentage determined by the Net Funded Debt to Adjusted EBITDA ratio, as each such term is defined in the Vail Holdings Credit Agreement, multiplied by the daily amount by which the Vail Holdings Credit Agreement commitment exceeds the total of outstanding loans and outstanding letters of credit (0.25% as of April 30, 2019). The unused amounts are accessible to the extent that the Net Funded Debt to Adjusted EBITDA ratio does not exceed the maximum ratio allowed at quarter-ends and the ratio of Adjusted EBITDA to interest on Funded Debt (as defined in the Vail Holdings Credit Agreement) does not fall below the minimum ratio allowed at quarter-ends. 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. In addition, the Vail Holdings Credit Agreement includes the following restrictive financial covenants: Net Funded Debt to Adjusted EBITDA ratio and Adjusted EBITDA to interest on Funded Debt ratio.
(b)
Whistler Mountain Resort Limited Partnership (“Whistler LP”) and Blackcomb Skiing Enterprises Limited Partnership (“Blackcomb LP”), together “The WB Partnerships,” are party to a credit agreement, dated as of November 12, 2013 (as amended, the “Whistler Credit Agreement”), by and among Whistler LP, Blackcomb LP, certain subsidiaries of Whistler LP and Blackcomb LP party thereto as guarantors (the “Whistler Subsidiary Guarantors”), the financial institutions party thereto as lenders and The Toronto-Dominion Bank, as administrative agent. The Whistler Credit Agreement consists of a C$300.0 million revolving credit facility. During the three months ended January 31, 2019, the Company entered into an amendment of the Whistler Credit Agreement which extended the maturity date of the revolving credit facility to December 15, 2023. No other material 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, 2019, 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, 2019, all borrowings under the Whistler Credit Agreement were made in Canadian dollars and by way of the issuance of bankers’ acceptances plus 1.75% (approximately 3.78%). The Whistler Credit Agreement also includes a quarterly unused commitment fee based on the Consolidated Total Leverage Ratio, which as of April 30, 2019 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.
(c)
During the three and nine months ended April 30, 2019, the Company completed two real estate sales transactions that were accounted for as financing arrangements as a result of the Company’s continuing involvement with the underlying

15



assets that were sold, including but not limited to, the obligation to repurchase finished commercial space from the development projects upon completion. The Company received approximately $11.2 million of proceeds for these sales transactions during the three months ended April 30, 2019, which are reflected within long-term debt, net.
(d)
Current maturities represent principal payments due in the next 12 months.

Aggregate maturities of debt outstanding as of April 30, 2019 reflected by fiscal year (August 1 through July 31) are as follows (in thousands):
 
Total
2019 (May 2019 through July 2019)
$
12,046

2020
54,666

2021
48,580

2022
48,648

2023
48,719

Thereafter
1,150,752

Total debt
$
1,363,411


The Company recorded gross interest expense of $19.6 million and $15.6 million for the three months ended April 30, 2019 and 2018, respectively, of which $0.3 million was amortization of deferred financing costs in both periods. The Company recorded gross interest expense of $59.2 million and $46.8 million for the nine months ended April 30, 2019 and 2018, respectively, of which $1.0 million was amortization of deferred financing costs in both periods. 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 in October 2016, 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 $3.3 million and $5.2 million, respectively, of non-cash foreign currency losses on the intercompany loan to Whistler Blackcomb for the three and nine months ended April 30, 2019 on the Company’s Consolidated Condensed Statements 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. 


16



6.    Acquisitions
Falls Creek and Hotham Resorts
On April 4, 2019, the Company, through a wholly-owned subsidiary, acquired ski field leases and related infrastructure used to operate two resorts in Victoria, Australia. The Company acquired Australian Alpine Enterprises Holdings Pty. Ltd and all related corporate entities that operate the Falls Creek and Hotham resorts from Living and Leisure Australia Group, a subsidiary of Merlin Entertainments, for a cash purchase price of approximately AU$178.9 million ($127.4 million), after adjustments for certain agreed-upon terms, including an increase in the purchase price for operating losses incurred for the period from December 29, 2018 through closing. The acquisition included the mountain operations of both resorts, including base area skier services (ski and snowboard school facilities, retail and rental, reservation and property management operations).
The following summarizes the purchase consideration and the preliminary purchase price allocation to estimated fair values of the identifiable assets acquired and liabilities assumed at the date the transaction was effective (in thousands):
 
Acquisition Date Estimated Fair Value
Current assets
$
6,979

Property, plant and equipment
56,264

Goodwill
71,111

Identifiable intangible assets and other assets
5,451

Liabilities
(12,453
)
Net assets acquired
$
127,352

Identifiable intangible assets acquired in the transaction were primarily related to trade names. The excess of the purchase price over the aggregate estimated fair values of assets acquired and liabilities assumed was recorded as goodwill. The goodwill recognized is attributable primarily to expected synergies, the assembled workforce of Falls Creek and Hotham and other factors. None of the goodwill is expected to be deductible for income tax purposes under Australian tax law. The Company recognized $4.7 million of acquisition related expenses associated with the transaction, including stamp duty expense of $2.9 million, within Mountain and Lodging operating expense in its Consolidated Condensed Statement of Operations for the nine months ended April 30, 2019. The operating results of Falls Creek and Hotham are reported within the Mountain segment prospectively from the date of acquisition.

Stevens Pass Resort
On August 15, 2018, the Company, through a wholly-owned subsidiary, acquired Stevens Pass Resort in the State of Washington from Ski Resort Holdings, LLC, an affiliate of Oz Real Estate (“Ski Resort Holdings”), for total cash consideration of $64.0 million, after adjustments for certain agreed-upon terms. The Company borrowed $70.0 million on August 15, 2018 under its Vail Holdings Credit Agreement term loan (see Note 5, Long-Term Debt) to fund the transaction and associated acquisition related expenses. The acquisition included 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 following summarizes the purchase consideration and the preliminary purchase price allocation to estimated fair values of the identifiable assets acquired and liabilities assumed at the date the transaction was effective (in thousands):
 
Acquisition Date Estimated Fair Value
Current assets
$
752

Property, plant and equipment
34,865

Goodwill
28,878

Identifiable intangible assets
2,680

Deferred income taxes, net
886

Liabilities
(4,029
)
Net assets acquired
$
64,032


The excess of the purchase price over the aggregate estimated fair values of assets acquired and liabilities assumed was recorded as goodwill. The goodwill recognized is attributable primarily to expected synergies, the assembled workforce of Stevens Pass

17



and other factors, and is expected to be deductible for income tax purposes. The Company recognized $1.2 million of acquisition related expenses associated with the transaction within Mountain and Lodging operating expense in its Consolidated Condensed Statement of Operations for the nine months ended April 30, 2019. The operating results of Stevens Pass are reported within the Mountain segment prospectively from the date of acquisition.

Okemo Mountain Resort, Crested Butte Resort and Mount Sunapee Resort
On September 27, 2018, the Company, through a wholly-owned subsidiary, acquired 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, for a cash purchase price of approximately $74.1 million, after adjustments for certain agreed-upon terms. In addition, contemporaneous with the closing of the transaction, Triple Peaks paid $155.0 million to pay the remaining obligations of the leases that all three resorts had with Ski Resort Holdings, with funds provided by the Company. Accordingly, the total purchase price, including the repayment of lease obligations, was $229.1 million, for which the Company utilized cash on hand and borrowed $195.6 million under the Vail Holdings Credit Agreement term loan (see Note 5, Long-Term Debt) to fund the transaction and associated acquisition related expenses. The Company obtained a new Special Use Permit from the U.S. Forest Service for Crested Butte, and assumed the state land leases for Okemo and Mount Sunapee. The acquisition included the mountain operations of the resorts, including base area skier services (food and beverage, retail and rental, lift ticket offices and ski and snowboard school facilities).

The following summarizes the purchase consideration and the preliminary purchase price allocation to estimated fair values of the identifiable assets acquired and liabilities assumed at the date the transaction was effective (in thousands):
 
Acquisition Date Estimated Fair Value
Current assets
$
5,197

Property, plant and equipment
159,799

Goodwill
51,633

Identifiable intangible assets
27,360

Deferred income taxes, net
3,093

Liabilities
(17,989
)
Net assets acquired
$
229,093


Identifiable intangible assets acquired in the transaction were primarily related to property management contracts and trade names. The excess of the purchase price over the aggregate estimated fair values of assets acquired and liabilities assumed was recorded as goodwill. The goodwill recognized is attributable primarily to expected synergies, the assembled workforce of the resorts and other factors, and is expected to be deductible for income tax purposes. The Company recognized $2.8 million of acquisition related expenses associated with the transaction within Mountain and Lodging operating expense in its Consolidated Condensed Statement of Operations for the nine months ended April 30, 2019. The operating results of Triple Peaks are reported within the Mountain and Lodging segments prospectively from the date of acquisition.

The estimated fair values of assets acquired and liabilities assumed in the acquisitions of Falls Creek, Hotham, Stevens Pass and Triple Peaks are preliminary and are based on the information that was available as of the respective acquisition dates. The Company believes that this information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed; however, the Company is obtaining additional information necessary to finalize those estimated fair values. Therefore, the preliminary measurements of estimated fair values reflected are subject to change. The Company expects to finalize the valuation and complete the purchase consideration allocation no later than one year from the respective acquisition dates.

Pro Forma Financial Information
The following presents the unaudited pro forma consolidated financial information of the Company as if the acquisitions of Falls Creek, Hotham, Stevens Pass and Triple Peaks were completed on August 1, 2017, the beginning of the fiscal year preceding the fiscal year in which the acquisitions occurred. 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) lease expenses incurred by the prior owners which the Company will not be subject to; (iv) transaction and business integration related costs; and (v) interest expense associated with financing the transactions. This unaudited pro forma financial information is presented for informational purposes only and does not purport to be indicative of the results of future

18



operations or the results that would have occurred had the transaction taken place on August 1, 2017 (in thousands, except per share amounts).
 
Three Months Ended April 30,
 
2019
2018
Pro forma net revenue
$
958,051

$
901,832

Pro forma net income attributable to Vail Resorts, Inc.
$
293,002

$
265,119

Pro forma basic net income per share attributable to Vail Resorts, Inc.
$
7.28

$
6.56

Pro forma diluted net income per share attributable to Vail Resorts, Inc.
$
7.14

$
6.38

 
Nine Months Ended April 30,
 
2019
2018
Pro forma net revenue
$
2,059,722

$
1,949,438

Pro forma net income attributable to Vail Resorts, Inc.
$
395,633

$
474,687

Pro forma basic net income per share attributable to Vail Resorts, Inc.
$
9.80

$
11.76

Pro forma diluted net income per share attributable to Vail Resorts, Inc.
$
9.60

$
11.40


7.    Supplementary Balance Sheet Information
The composition of property, plant and equipment follows (in thousands):
 
 
April 30, 2019
 
July 31, 2018
 
April 30, 2018
Land and land improvements
 
$
618,545

 
$
552,271

 
$
553,366

Buildings and building improvements
 
1,279,117

 
1,193,528

 
1,194,877

Machinery and equipment
 
1,157,424

 
1,007,250

 
1,024,483

Furniture and fixtures
 
304,345

 
283,694

 
275,959

Software
 
118,678

 
113,699

 
110,789

Vehicles
 
63,443

 
60,697

 
60,266

Construction in progress
 
48,728

 
59,579

 
35,895

Gross property, plant and equipment
 
3,590,280

 
3,270,718

 
3,255,635

Accumulated depreciation
 
(1,742,846
)
 
(1,643,499
)
 
(1,614,908
)
Property, plant and equipment, net
 
$
1,847,434

 
$
1,627,219

 
$
1,640,727


The composition of accounts payable and accrued liabilities follows (in thousands): 
 
 
April 30, 2019
 
July 31, 2018
 
April 30, 2018
Trade payables
 
$
80,218

 
$
80,793

 
$
58,228

Deferred revenue
 
297,874

 
282,103

 
251,110

Accrued salaries, wages and deferred compensation
 
37,817

 
40,034

 
24,645

Accrued benefits
 
42,732

 
33,963

 
37,776

Deposits
 
32,090

 
26,646

 
24,326

Other liabilities
 
52,329

 
40,994

 
33,773

Total accounts payable and accrued liabilities
 
$
543,060

 
$
504,533

 
$
429,858


19




The composition of other long-term liabilities follows (in thousands):
 
 
April 30, 2019
 
July 31, 2018
 
April 30, 2018
Private club deferred initiation fee revenue
 
$
111,294

 
$
114,319

 
$
116,375

Unfavorable lease obligation, net
 
19,733

 
21,839

 
22,537

Other long-term liabilities
 
137,323

 
155,348

 
140,885

Total other long-term liabilities
 
$
268,350

 
$
291,506

 
$
279,797


The changes in the net carrying amount of goodwill allocated between the Company’s segments for the nine months ended April 30, 2019 are as follows (in thousands):
 
Mountain
Lodging
Goodwill, net
Balance at July 31, 2018
$
1,407,787

$
67,899

$
1,475,686

Acquisitions
151,622


151,622

Effects of changes in foreign currency exchange rates
(30,441
)

(30,441
)
Balance at April 30, 2019
$
1,528,968

$
67,899

$
1,596,867


8.    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.


20



The table below summarizes the Company’s cash equivalents, other current assets and Contingent Consideration 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, 2019
Description
 
Total
 
Level 1
 
Level 2
 
Level 3
Assets:
 
 
 
 
 
 
 
 
Money Market
 
$
3,037

 
$
3,037

 
$

 
$

Commercial Paper
 
$
2,401

 
$

 
$
2,401

 
$

Certificates of Deposit
 
$
10,092

 
$

 
$
10,092

 
$

Liabilities:
 
 
 
 
 
 
 
 
Contingent Consideration
 
$
25,300

 
$

 
$

 
$
25,300

 
 
 
 
 
 
 
 
 
 
 
Estimated Fair Value Measurement as of July 31, 2018
Description
 
Total
 
Level 1
 
Level 2
 
Level 3
Assets:
 
 
 
 
 
 
 
 
Money Market
 
$
3,021

 
$
3,021

 
$

 
$

Commercial Paper
 
$
2,401

 
$

 
$
2,401

 
$

Certificates of Deposit
 
$
11,249

 
$

 
$
11,249

 
$

Liabilities:
 
 
 
 
 
 
 
 
Contingent Consideration
 
$
21,900

 
$

 
$

 
$
21,900

 
 
 
 
 
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


The Company’s cash equivalents and other current assets are measured utilizing quoted market prices or pricing models whereby all significant inputs are either observable or corroborated by observable market data. 

The changes in Contingent Consideration during the nine months ended April 30, 2019 and 2018 were as follows (in thousands):
 
 
 
 
 
Balance as of July 31, 2018 and 2017, respectively
 
$
21,900

 
$
27,400

Payments
 
(67
)
 
(3,646
)
Change in estimated fair value
 
3,467

 
(2,454
)
Balance as of April 30, 2019 and 2018, respectively
 
$
25,300

 
$
21,300


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 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 11.15%, volatility of 17.0% 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

21



year performance would result in a change in the estimated fair value within the range of approximately $3.8 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, 2019, the Company made a payment to the landlord for Contingent Consideration of approximately $0.1 million and recorded an increase of approximately $3.5 million primarily related to the estimated Contingent Consideration payment for the fiscal year ending July 31, 2019. These changes resulted in an estimated fair value of the Contingent Consideration of approximately $25.3 million, which is reflected in accounts payable and accrued liabilities and other long-term liabilities in the Consolidated Condensed Balance Sheet.

9.    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, 2019July 31, 2018 and April 30, 2018, 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, 2019, the Company had various letters of credit outstanding totaling $71.9 million, consisting of $53.4 million to support the Employee Housing Bonds and $18.5 million primarily for workers’ compensation, a wind energy purchase agreement and insurance-related deductibles. The Company also had surety bonds of $10.4 million as of April 30, 2019, 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.

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.

Additionally, the Company has entered into strategic long-term season pass alliance agreements with third-party mountain resorts in which the Company has committed to pay minimum revenue guarantees over the remaining terms of these agreements.


22



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 7, 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, 2019July 31, 2018 and April 30, 2018, the accruals for the above loss contingencies were not material individually or in the aggregate.

10.    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, Colorado resort ground transportation operations 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.


23



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,
 
2019
 
2018
 
2019
 
2018
Net revenue:
 
 
 
 
 
 
 
Lift
$
526,881

 
$
452,723

 
$
999,124