UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENTREPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): January 11, 2005
Vail Resorts, Inc. |
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(Exact name of registrant as specified in its charter) |
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Delaware |
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1-9614 |
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51-0291762 |
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(State or other jurisdiction |
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(Commission |
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(IRS Employer Identification No.) |
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137 Benchmark Road Avon, Colorado |
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81620 |
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(Address of principal executive offices) |
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(Zip Code) |
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Registrant's telephone number, including area code: |
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(970) 845-2500 |
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Not applicable |
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(Former name or former address, if changed since last report) |
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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: |
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[ ] Written communications pursuant to Rule 425 under the Securities Act |
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[ ] Soliciting materials pursuant to Rule 14a-12 under the Exchange Act |
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[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
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[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
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Item 7.01. Regulation FD Disclosure.
On January 11, 2005, Vail Resorts, Inc. (the "Company") issued a press release regarding the Company's latest real estate offerings in Vail (the "Press Release"). A copy of the Press Release is being furnished as Exhibit 99.1 to this Report.
Below is a reconciliation of the range of estimated Real Estate Reported EBITDA to Net Income for the Gore Creek Place and The Arrabelle at Vail Square projects as described in the press release furnished as Exhibit 99.1.
Low End Range |
High End Range |
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Estimated Real Estate Reported EBITDA |
$ 100,000 |
$ 125,000 |
Less income tax provision provided for at 40% |
40,000 |
50,000 |
Estimated Net Income |
$ 60,000 |
$ 75,000 |
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits. The following exhibits are filed herewith:
Exhibit No. |
Description |
99.1 |
Press Release dated January 11, 2005 |
SIGNATURE
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.
Dated: January 14, 2005 |
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Vail Resorts, Inc. |
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By: |
/s/ Jeffrey W. Jones |
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Jeffrey W. Jones |
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Senior Vice President and Chief Financial Officer |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Media Contact:
Paul Witt, Witt Communications, 970-328-5775, pwitt@wittcommunications.com
Investor Relations Contact
Leslie Roubos, Vail Resorts, 970-845-2958, lroubos@vailresorts.com
VAIL RESORTS' LATEST REAL ESTATE OFFERINGS IN VAIL
OVER-SUBSCRIBED
VAIL, Colo. - Jan. 11, 2005 - Vail Resorts (NYSE: "MTN") announced today that its real estate subsidiary, Vail Resorts Development Company ("VRDC"), accepted reservations for 63 of the 67 available condominiums at The Arrabelle at Vail Square, a luxury RockResort condominium hotel. This occurred last night in the first round of a random lottery for most of the condominiums, with some having been pre-committed. A second round of the lottery process will be conducted today for the four unreserved condominiums. In all, 573 reservations were received by the first deadline of January 10 for the available condominiums. To be considered, a reservation had to be accompanied by a $100,000 refundable deposit. It is anticipated that reservations will be converted into firm contracts in the next few months.
The Arrabelle condominiums range in price from approximately $1 million to $14 million, and range in size from 1,600 to 8,200 square feet. The 63 reserved condominiums represent approximately $203 million of real estate revenue; all 67 represent approximately $226 million of real estate revenue.
In addition, Vail Resorts today also announced that VRDC has entered into contracts to sell all 16 residences at Gore Creek Place, which range in price from $3 million to $5 million. In total, the 16 residences represent approximately $64 million in real estate revenue.
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ARRABELLE RESERVATIONS
2-2-2
Both developments were listed by the brokerage firm of Slifer, Smith and Frampton, 50-percent owned by Vail Resorts and based in Vail, Colo.
Commenting on the success, Adam Aron, chairman and chief executive officer of Vail Resorts said, "There is nothing but smiles at Vail Resorts today. I don't know whether we've been more excited in the past two weeks about the abundance of fresh snow that has fallen on the slopes of our five world-class ski resorts or the abundance of Arrabelle reservations that has arrived on our realtors' desks."
The Arrabelle at Vail Square
The Arrabelle at Vail Square, part of Vail Resort Development Company's $500 million redevelopment effort in Vail, Colo., is highlighted by an all-new pedestrian village just steps from the base of the Eagle Bahn gondola in what is now known as Vail's LionsHead. The "condominium hotel" project will be managed by RockResorts, also a subsidiary of Vail Resorts. In addition to the for-sale condominiums, many of which are expected to be placed into a rental program for Arrabelle guests, the development will also include:
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ARRABELLE RESERVATIONS
3-3-3
Jim Thompson, President of Vail Resorts Development Company, said, "We believe The Arrabelle and Vail Square will undoubtedly prove to be the catalyst that will literally transform the LionsHead base area, used today by more than two-fifths of Vail's skiers. Year after year, Vail has been picked as the #1 ski area in North America. In addition to the already-picturesque Vail Village, the new Vail Square will give visitors even more reasons to continue to choose Vail."
Gore Creek Place
Elegantly-designed creekside homes close to the new European-inspired Arrabelle at Vail Square, the Gore Creek Place residences have been well-received by potential buyers since they came on the market in the summer of 2004, during which 11 of the 16 residences went under contract. During the past two weeks, VRDC has entered into contracts for the sale of the final five homes, bringing sales of the 16-unit development to a sell-out. These five represent approximately $20 million of real estate revenue of the total $64 million at Gore Creek Place.
Timing and Finances
It is expected that groundbreaking will occur for The Arrabelle in April 2005. The Company has already started infrastructure construction of Gore Creek Place.
The real estate revenues described for Gore Creek Place and The Arrabelle at Vail Square in this press release will most likely be recognized in the fourth quarter of fiscal 2007 and/or the first quarter of fiscal 2008, when construction is expected to conclude on the two projects barring as-of-now unforeseen construction delays.
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ARRABELLE RESERVATIONS
4-4-4
The Company estimates that these revenues will generate between $100 million and $125 million dollars in Real Estate Reported EBITDA (prior to allocated corporate or VRDC overhead), assuming that reservations convert to contracts at current prices and that current construction cost estimates are realized. Of those proceeds, approximately $65 million is likely to be reinvested in new or improved resort assets, including the hotel and public space components of The Arrabelle, Vail Square and other associated improvements in and around LionsHead. In turn, these investments are expected to generate additional recurring Resort Revenues and Resort Reported EBITDA.
"This is a great day for our company and for the community of Vail," continued Aron. "The interest generated by The Arrabelle at Vail Square and Gore Creek Place shows tremendous confidence in the future of Vail, the #1 rated mountain resort in North America."
The Company uses a non-GAAP measure, Reported EBITDA (defined as segment net revenues less segment specific operating expenses plus gain on transfer of property, as applicable, plus segment equity income). Reported EBITDA is not a measure of financial performance under accounting principles generally accepted in the United States ("GAAP"). 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, cash flows generated by operations, investing or financing activities or other financial statement data presented in the consolidated financial statements as indicators of financial performance or liquidity. Because Reported EBITDA is not a measurement determined in accordance with GAAP and is thus susceptible to varying calculations, Reported EBITDA as presented may not be comparable to other similarly titled measures of other companies. The Company believes that Reported EBITDA is an indicative measure of the Company's operating performance, and it is generally used by investors to evaluate companies in the resort and lodging industries. In addition, because of the significance of long-lived assets to the operations
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ARRABELLE RESERVATIONS
5-5-5
of the Company and the level of the Company's indebtedness, the Company also believes that Reported EBITDA is useful in measuring the Company's ability to fund capital expenditures and service debt. The Company uses Reported EBITDA targets in determining management bonuses.
Statements in this press release, other than statements of historical information, are forward looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected, including all estimates of real estate and/or resort revenues, expenses, Reported EBITDA, capital expenditures, the risk of not completing the projects at all, and timing of the Arrabelle, Gore Creek Place and LionsHead developments; and any inconvenience or disruption to operations resulting from said construction. Readers are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date hereof. Investors are also directed to other risks discussed in the Company's Annual Report on Form 10-K for the fiscal year ended July 31, 2004 and other documents filed by the Company with the Securities and Exchange Commission.
For more information about The Arrabelle at Vail Square, Gore Creek Place and other Vail Resorts Development Company projects, please visit www.newvail.com or www.thearrabelle.com or call 1-866-NEW-VAIL (639-8245) or 970-479-0245.
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