UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of
1934
Date
of
report (Date of earliest event reported): August 22, 2007
Vail
Resorts, Inc.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
|
1-9614
|
51-0291762
|
||
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
||
|
390
Interlocken Crescent, Suite 1000,
Broomfield,
Colorado
|
80021
|
|||
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
|||
|
Registrant's
telephone number, including area code:
|
(303)
404-1800
|
|
(Former
Name or Former Address, if Changed Since Last Report)
|
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting materials pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
2.02. Results of Operations and Financial
Condition.
See
Item
4.02(a).
This
information, including exhibits attached hereto, shall not be deemed “filed” for
purposes of Section 18 of the Securities Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section. This
information shall not be deemed to be incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as
shall be expressly set forth by specific reference to this Form 8-K in such
a
filing.
Item
4.02. Non-Reliance on Previously Issued Financial Statements or a
Related Audit Report or Completed Interim Review.
(a)
Vail
Resorts, Inc. (the “Company”) previously disclosed in the Company’s Quarterly
Report on Form 10-Q for the period ended April 30, 2007 filed with the United
States Securities and Exchange Commission (the “SEC”) on June 8, 2007, that in
connection with a periodic review by the staff of the SEC of the Company’s
Annual Report on Form 10-K for the year ended July 31, 2006 (“Form 10-K”) the
Company was in discussion with the SEC staff regarding the Company’s
classification of its Real Estate segment cash inflows and outflows within
the
operating and investing sections of its Consolidated Statements of Cash
Flows. Following these discussions, the Company concluded that it
will restate its Consolidated Statements of Cash Flows by reclassifying cash
outflows related to its investments in real estate, disclosed as a separate
line
item, from investing activities to operating
activities. Consequently, this reclassification will result in a
reduction of cash flows provided by operating activities with an equal and
off-setting impact to cash flows (used in) provided by investing
activities.
On
August
22, 2007, management of the Company, in consultation with the Audit Committee
of
the Company’s Board of Directors, determined that the Company’s previously filed
Consolidated Statements of Cash Flows reported in the Company’s Form 10-K and
the Form 10-Qs for the three interim quarters ended October 31, 2006, January
31, 2007 and April 30, 2007 (collectively, the “Form 10-Qs”) should be
restated. The restatements will be reflected in a Form 10-K/A for the
year ended July 31, 2006 and Form 10-Q/As for the three interim quarters of
the
year ending July 31, 2007, which the Company intends to file substantially
concurrently with this report. The
previously filed Form 10-K and Form 10-Qs should no longer be relied
upon.
This
restatement does not impact the Company’s previously reported overall net change
in cash and cash equivalents in its Consolidated Statements of Cash Flows for
any period presented. Additionally, this restatement will not impact
the Company’s previously reported Consolidated Balance Sheets, Consolidated
Statements of Operations or Consolidated Statements of Stockholders’ Equity for
any period presented.
Management
and the Audit Committee discussed these matters with the Company’s independent
registered public accounting firm, PricewaterhouseCoopers LLP.
Attached
as Exhibit 99.1 is a schedule which sets forth the line item changes in the
Statements of Cash Flows for the Form 10-K and Form 10-Qs.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
A
list of
exhibits furnished herewith is contained on the Exhibit Index which immediately
precedes such exhibits and is incorporated herein by reference.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
|
Vail
Resorts, Inc.
|
|
|
Date:
August 24, 2007
|
By:
|
/s/
Jeffrey W. Jones
|
|
|
|
Jeffrey
W. Jones
|
|
|
|
Senior
Executive Vice President and
Chief
Financial Officer
|
EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
|
99.1
|
Schedule
of Statements of Cash Flows Line Item
Reclassification
|
Exhibit
99.1
Schedule
of Statements of Cash Flows Line Item Reclassification
The
following table presents the effect of the restatement on the Consolidated
Statements of Cash Flows for the years ended July 31, 2006, 2005 and 2004 (in
thousands):
|
Year
Ended July 31, 2006
|
||||||||||||
|
As
Reported
|
Adjustment
|
As
Restated
|
||||||||||
|
Cash
flow from operating activities:
|
||||||||||||
|
Investments
in real estate
|
$
|
--
|
$
|
(129,728
|
)
|
$
|
(129,728
|
)
|
||||
|
Net
cash provided by operating activities
|
193,404
|
(129,728
|
)
|
63,676
|
||||||||
|
Cash
flow from investing activities:
|
||||||||||||
|
Investments
in real estate
|
(129,728
|
)
|
129,728
|
--
|
||||||||
|
Net
cash used in investing activities
|
(191,721
|
)
|
129,728
|
(61,993
|
)
|
|||||||
|
Cash
flow from financing activities:
|
||||||||||||
|
Net
cash provided by financing activities
|
53,531
|
--
|
53,531
|
|||||||||
|
Net
increase in cash and cash equivalents
|
55,214
|
--
|
55,214
|
|||||||||
|
Cash
and cash equivalents:
|
||||||||||||
|
Beginning
of period
|
136,580
|
--
|
136,580
|
|||||||||
|
End
of period
|
$
|
191,794
|
$
|
--
|
$
|
191,794
|
||||||
|
Year
Ended July 31, 2005
|
||||||||||||
|
As
Reported
|
Adjustment
|
As
Restated
|
||||||||||
|
Cash
flow from operating activities:
|
||||||||||||
|
Investments
in real estate
|
$
|
--
|
$
|
(72,164
|
)
|
$
|
(72,164
|
)
|
||||
|
Net
cash provided by operating activities
|
220,341
|
(72,164
|
)
|
148,177
|
||||||||
|
Cash
flow from investing activities:
|
||||||||||||
|
Investments
in real estate
|
(72,164
|
)
|
72,164
|
--
|
||||||||
|
Net
cash (used in) provided by investing activities
|
(44,881
|
)
|
72,164
|
27,283
|
||||||||
|
Cash
flow from financing activities:
|
||||||||||||
|
Net
cash used in financing activities
|
(85,208
|
)
|
--
|
(85,208
|
)
|
|||||||
|
Net
increase in cash and cash equivalents
|
90,252
|
--
|
90,252
|
|||||||||
|
Cash
and cash equivalents:
|
||||||||||||
|
Beginning
of period
|
46,328
|
--
|
46,328
|
|||||||||
|
End
of period
|
$
|
136,580
|
$
|
--
|
$
|
136,580
|
||||||
|
Year
Ended July 31, 2004
|
||||||||||||
|
As
Reported
|
Adjustment
|
As
Restated
|
||||||||||
|
Cash
flow from operating activities:
|
||||||||||||
|
Investments
in real estate
|
$
|
--
|
$
|
(27,802
|
)
|
$
|
(27,802
|
)
|
||||
|
Net
cash provided by operating activities
|
180,937
|
(27,802
|
)
|
153,135
|
||||||||
|
Cash
flow from investing activities:
|
||||||||||||
|
Investments
in real estate
|
(27,802
|
)
|
27,802
|
--
|
||||||||
|
Net
cash used in investing activities
|
(83,365
|
)
|
27,802
|
(55,563
|
)
|
|||||||
|
Cash
flow from financing activities:
|
||||||||||||
|
Net
cash used in financing activities
|
(63,546
|
)
|
--
|
(63,546
|
)
|
|||||||
|
Net
increase in cash and cash equivalents
|
34,026
|
--
|
34,026
|
|||||||||
|
Net
increase in cash due to adoption of FIN46R
|
4,428
|
--
|
4,428
|
|||||||||
|
Cash
and cash equivalents:
|
||||||||||||
|
Beginning
of period
|
7,874
|
--
|
7,874
|
|||||||||
|
End
of period
|
$
|
46,328
|
$
|
--
|
$
|
46,328
|
||||||
The
following table presents the effect of the restatement on the Consolidated
Condensed Statements of Cash Flows for the three months ended October 31, 2006
and 2005 (in thousands):
|
Three
Months Ended October 31, 2006
|
||||||||||||
|
As
Reported
|
Adjustment
|
As
Restated
|
||||||||||
|
Net
cash provided by (used in) operating activities
|
$
|
2,239
|
$
|
(54,999
|
)
|
$
|
(52,760
|
)
|
||||
|
Cash
flow from investing activities:
|
||||||||||||
|
Investments
in real estate
|
(54,999
|
)
|
54,999
|
--
|
||||||||
|
Net
cash used in investing activities
|
(83,468
|
)
|
54,999
|
(28,469
|
)
|
|||||||
|
Cash
flow from financing activities:
|
||||||||||||
|
Net
cash provided by financing activities
|
6,746
|
--
|
6,746
|
|||||||||
|
Net
decrease in cash and cash equivalents
|
(74,483
|
)
|
--
|
(74,483
|
)
|
|||||||
|
Cash
and cash equivalents:
|
||||||||||||
|
Beginning
of period
|
191,794
|
--
|
191,794
|
|||||||||
|
End
of period
|
$
|
117,311
|
$
|
--
|
$
|
117,311
|
||||||
|
Three
Months Ended October 31, 2005
|
||||||||||||
|
As
Reported
|
Adjustment
|
As
Restated
|
||||||||||
|
Net
cash used in operating activities
|
$
|
(23,082
|
)
|
$
|
(38,112
|
)
|
$
|
(61,194
|
)
|
|||
|
Cash
flow from investing activities:
|
||||||||||||
|
Investments
in real estate
|
(38,112
|
)
|
38,112
|
--
|
||||||||
|
Net
cash used in investing activities
|
(74,513
|
)
|
38,112
|
(36,401
|
)
|
|||||||
|
Cash
flow from financing activities:
|
||||||||||||
|
Net
cash provided by financing activities
|
19,707
|
--
|
19,707
|
|||||||||
|
Net
decrease in cash and cash equivalents
|
(77,888
|
)
|
--
|
(77,888
|
)
|
|||||||
|
Cash
and cash equivalents:
|
||||||||||||
|
Beginning
of period
|
136,580
|
--
|
136,580
|
|||||||||
|
End
of period
|
$
|
58,692
|
$
|
--
|
$
|
58,692
|
||||||
The
following table presents the effect of the restatement on the Consolidated
Condensed Statements of Cash Flows for the six months ended January 31, 2007
and
2006 (in thousands):
|
Six
Months Ended January 31, 2007
|
||||||||||||
|
As
Reported
|
Adjustment
|
As
Restated
|
||||||||||
|
Net
cash provided by operating activities
|
$
|
196,886
|
$
|
(88,567
|
)
|
$
|
108,319
|
|||||
|
Cash
flow from investing activities:
|
||||||||||||
|
Investments
in real estate
|
(88,567
|
)
|
88,567
|
--
|
||||||||
|
Net
cash used in investing activities
|
(150,271
|
)
|
88,567
|
(61,704
|
)
|
|||||||
|
Cash
flow from financing activities:
|
||||||||||||
|
Net
cash provided by financing activities
|
16,457
|
--
|
16,457
|
|||||||||
|
Net
increase in cash and cash equivalents
|
63,072
|
--
|
63,072
|
|||||||||
|
Cash
and cash equivalents:
|
||||||||||||
|
Beginning
of period
|
191,794
|
--
|
191,794
|
|||||||||
|
End
of period
|
$
|
254,866
|
$
|
--
|
$
|
254,866
|
||||||
|
Six
Months Ended January 31, 2006
|
||||||||||||
|
As
Reported
|
Adjustment
|
As
Restated
|
||||||||||
|
Net
cash provided by operating activities
|
$
|
100,426
|
$
|
(64,905
|
)
|
$
|
35,521
|
|||||
|
Cash
flow from investing activities:
|
||||||||||||
|
Investments
in real estate
|
(64,905
|
)
|
64,905
|
--
|
||||||||
|
Net
cash used in investing activities
|
(93,323
|
)
|
64,905
|
(28,418
|
)
|
|||||||
|
Cash
flow from financing activities:
|
||||||||||||
|
Net
cash provided by financing activities
|
31,858
|
--
|
31,858
|
|||||||||
|
Net
increase in cash and cash equivalents
|
38,961
|
--
|
38,961
|
|||||||||
|
Cash
and cash equivalents:
|
||||||||||||
|
Beginning
of period
|
136,580
|
--
|
136,580
|
|||||||||
|
End
of period
|
$
|
175,541
|
$
|
--
|
$
|
175,541
|
||||||
The
following table presents the effect of the restatement on the Consolidated
Condensed Statements of Cash Flows for the nine months ended April 30, 2007
and
2006 (in thousands):
|
Nine
Months Ended April 30, 2007
|
||||||||||||
|
As
Reported
|
Adjustment
|
As
Restated
|
||||||||||
|
Net
cash provided by operating activities
|
$
|
285,425
|
$
|
(121,114
|
)
|
$
|
164,311
|
|||||
|
Cash
flow from investing activities:
|
||||||||||||
|
Investments
in real estate
|
(121,114
|
)
|
121,114
|
--
|
||||||||
|
Net
cash used in investing activities
|
(207,516
|
)
|
121,114
|
(86,402
|
)
|
|||||||
|
Cash
flow from financing activities:
|
||||||||||||
|
Net
cash provided by financing activities
|
46,736
|
--
|
46,736
|
|||||||||
|
Net
increase in cash and cash equivalents
|
124,645
|
--
|
124,645
|
|||||||||
|
Cash
and cash equivalents:
|
||||||||||||
|
Beginning
of period
|
191,794
|
--
|
191,794
|
|||||||||
|
End
of period
|
$
|
316,439
|
$
|
--
|
$
|
316,439
|
||||||
|
Nine
Months Ended April 30, 2006
|
||||||||||||
|
As
Reported
|
Adjustment
|
As
Restated
|
||||||||||
|
Net
cash provided by operating activities
|
$
|
177,718
|
$
|
(88,366
|
)
|
$
|
89,352
|
|||||
|
Cash
flow from investing activities:
|
||||||||||||
|
Investments
in real estate
|
(88,366
|
)
|
88,366
|
--
|
||||||||
|
Net
cash used in investing activities
|
(125,756
|
)
|
88,366
|
(37,390
|
)
|
|||||||
|
Cash
flow from financing activities:
|
||||||||||||
|
Net
cash provided by financing activities
|
51,574
|
--
|
51,574
|
|||||||||
|
Net
increase in cash and cash equivalents
|
103,536
|
--
|
103,536
|
|||||||||
|
Cash
and cash equivalents:
|
||||||||||||
|
Beginning
of period
|
136,580
|
--
|
136,580
|
|||||||||
|
End
of period
|
$
|
240,116
|
$
|
--
|
$
|
240,116
|
||||||