June 18,
2009
Mr. Lyn
Shenk
Branch
Chief
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
100 F.
Street, N.E. Stop 3561
Washington,
DC 20549
|
RE:
|
Vail
Resorts, Inc. — Commission File No. 001-09614
Form
10-K: For the Fiscal Year Ended July 31, 2008
Definitive
Proxy Statement on Schedule 14A
|
Dear Mr.
Shenk:
We have
set forth below our responses to the comments of the Securities and Exchange
Commission (the “Commission”) staff (the “Staff”) in the letter from the Staff
dated June 5, 2009, regarding the Annual Report on Form 10-K filed by Vail
Resorts, Inc. (the “Company”) for the fiscal year ended July 31, 2008 (the “Form
10-K”) and Definitive Proxy Statement on Schedule 14A filed October 23, 2008
(the “2008 Proxy”). To facilitate the Staff’s review, we have included in
this letter the captions and numbered comments in italic text and have provided
our responses immediately following each numbered comment.
Form 10-K: For the fiscal
year ended July 31, 2008
Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
Results of
Operations
General
Comment 1:
We note your
response to our prior comment 2. While we acknowledge that your
proposed expanded disclosure provides additional information regarding the
period-to-period changes in operating expenses incurred by your mountain
segment, we believe that you should expand your disclosure to (a) also quantify
the absolute amount of expense recognized for each material cost component and
(b) discuss in further detail the underlying drivers of the period-to-period
changes in each individually material component of operating
expenses. In this regard, please reconsider (i) utilizing tables to
identify, quantify and present the material cost components which have been
included in each segment’s total operating expense (i.e., the absolute amount of
cost incurred and changes in the amounts incurred) and (ii) refocusing the
narrative text portion of your disclosure on an analysis of the underlying
business reasons and/or industry and operating trends driving the changes in the
amounts presented in your tables. Furthermore, please ensure that
your narrative disclosure discusses changes in the costs recognized in the
context of the actual drivers. For example, fluctuations in labor and
labor related benefit costs would appear to be driven by factors such as changes
in staffing levels and wages, rather than ski school revenue. Please
provide us with your proposed disclosure as part of your
response.
Response
1: In future filings, beginning with our Form 10-K for the year
ending July 31, 2009, for our Mountain segment we will for all periods presented
(i) utilize a table to quantify the absolute amount of expense recognized for
each material cost component including the period-to-period percentage change
and (ii) further discuss the material underlying drivers of the period-to-period
changes in these components. Following is our proposed disclosure
regarding operating expenses for our Mountain segment using the year ended July
31, 2008 as an example that we intend to include in our Form 10-K for the year
ending July 31, 2009:
|
Year
Ended
|
Percentage
|
||||||||
|
July
31,
|
Increase/
|
||||||||
|
2008
|
2007
|
(Decrease)
|
|||||||
|
Mountain
operating expense:
|
|||||||||
|
Labor
and labor-related benefits
|
$
|
175,674
|
$
|
167,442
|
4.9
|
%
|
|||
|
Retail
cost of sales
|
72,559
|
69,218
|
4.8
|
%
|
|||||
|
Resort
related fees
|
36,335
|
34,943
|
4.0
|
%
|
|||||
|
General
and administrative
|
81,220
|
81,983
|
(0.9
|
)%
|
|||||
|
Other
|
104,574
|
109,122
|
(4.2
|
)%
|
|||||
|
Total
Mountain operating expense
|
$
|
470,362
|
$
|
462,708
|
1.7
|
%
|
|||
“Operating
expense increased $7.7 million, or 1.7%, during the year ended July 31, 2008
compared to the year ended July 31, 2007. This increase primarily
resulted from an increase in labor and labor-related benefits expense of $8.2
million, or 4.9%, due to wage increases, increased staffing in retail/rental due
to the acquisition of 18 Breeze stores and higher workers’ compensation costs;
and a $3.3 million, or 4.8%, increase in retail cost of sales (which was
commensurate with the increase in retail revenue). Additionally,
resort related fees (including Forest Service fees, other resort-related fees,
credit card fees and commissions) increased $1.4 million, or 4.0%, compared to
the same period in the prior year and was due to overall increases in
revenue. These increases were partially offset by a decrease in other
expenses of $4.5 million, or 4.2%, due to the sale of RTP (April 2007), which
incurred $8.8 million in expenses (included in other operating expenses) for the
year ended July 31, 2007. Excluding the impact of RTP, other
operating expenses increased $4.3 million, or 4.3%, due primarily to higher food
and beverage cost of sales, property taxes, utilities and fuel expense,
partially offset by lower repairs and maintenance expense.”
As a
point of clarification to the Staff, all individual cost components reflected in
“other” operating expenses are less than 10% of total Mountain operating
expenses.
Please
refer to the below responses to Comment 2 and Comment 5 regarding our Lodging
and Real Estate segment operating expense disclosures,
respectively.
Comment
2: Refer to your response to our prior comment number 2. While we
acknowledge your statement that your Lodging segment is a relatively small
contributor to your Resort EBITDA, we believe that the lodging segment is
quantitatively and qualitatively material to your overall operating results due
to the seasonality of your overall business operations. In this
regard, we note that your mountain segment recognizes significant losses during
the quarterly periods ended July 31 and October 31, while the operating results
of your lodging segment are more stable. As such, fluctuations in the
lodging segment’s revenues and expenses during those reporting periods can
impact the extent to which the lodging segment can help offset the losses
generated by your mountain segment. In addition, we acknowledge your
statement that operating expenses associated with the Lodging segment are
generally more variable and therefore move in correlation with
revenue. However, without the quantification of expenses related to
infrequent and unusual items, new or disposed properties, increased service fees
at GTLC, and ordinary operating costs (e.g., labor costs), it is not clear
whether operating expenses have changed due to their variability in relation to
revenue or other factors. For the reasons mentioned above, we believe
you should expand your disclosure to (i) specifically identify the material
components of the operating expenses incurred by your lodging segment and (ii)
quantify and analyze the changes in those material cost
components. Please provide us with your proposed disclosure as part
of your response.
Response
2: In future filings, beginning with our Form 10-K for the year
ending July 31, 2009, we will expand our discussion of Lodging segment expenses
for all periods presented to (i) quantify the absolute amount of the underlying
cost components (generally these include labor and labor-related benefits,
general and administrative expenses, and other operating expenses) including the
period-to-period percentage change and (ii) quantify and analyze the changes in
these cost components. Following is our proposed disclosure regarding
operating expenses for our Lodging segment using the year ended July 31, 2008 as
an example that we intend to include in our Form 10-K for the year ending July
31, 2009:
|
Year
Ended
|
Percentage
|
||||||||
|
July
31,
|
Increase
|
||||||||
|
2008
|
2007
|
||||||||
|
Lodging
operating expense
|
|||||||||
|
Labor
and labor-related benefits
|
$
|
75,746
|
$
|
67,224
|
12.7
|
%
|
|||
|
General
and administrative
|
26,877
|
26,408
|
1.8
|
%
|
|||||
|
Other
|
57,209
|
50,620
|
13.0
|
%
|
|||||
|
Total
Lodging operating expense
|
$
|
159,832
|
$
|
144,252
|
10.8
|
%
|
|||
“Operating
expense increased $15.6 million, or 10.8%, for the year ended July 31, 2008
compared to the year ended July 31, 2007. Operating expenses for the
year ended July 31, 2008 included approximately $3.1 million of start-up and
pre-opening expenses for The Arrabelle Hotel (recorded in labor and
labor-related benefits and other expenses) and incremental fees paid to the
National Park Service by GTLC of $1.0 million (recorded in other expenses)
resulting from a new concession contract which became effective January
2007. Excluding the current year start-up and pre-opening expenses of
The Arrabelle Hotel, and the increase in fees paid to the National Park Service,
total operating expenses increased by approximately $11.4 million, or 8.0%,
which primarily includes 1) an increase in labor and labor-related benefits of
$6.5 million, or 9.7%, due primarily to wage increases, increases in labor hours
to support the higher Lodging segment revenues, as well as increased staffing
levels due to the opening of The Arrabelle Hotel in January 2008, and 2) an
increase in other expenses of $4.4 million, or 9.1%, due to variable operating
costs associated with incremental revenue resulting in higher food and beverage
cost of sales and credit card fees, and higher operating costs associated with
The Arrabelle Hotel after its opening, primarily in property taxes and
utilities.”
As a
point of clarification to the Staff, all individual cost components reflected in
“other” operating expenses are less than 10% of total Lodging operating
expenses.
Lodging
Segment
Comment
3: We note your response to our prior comment 4. In this
regard, we acknowledge your statement that 50% of the revenue generated by the
lodging segment is derived from room rentals, which represents only 7% of your
company’s total revenue for the year ended July 31, 2008. We further
acknowledge that the segment’s largest ancillary service generated revenue of
less than 20% of total lodging revenue and only 3% of total company
revenue. However, given that the revenue generated by your lodging
segment is significantly less seasonal than the revenue generated by your
mountain segment, lodging segment revenue comprises a significantly larger
percentage of your company’s total revenue during the reporting periods ended on
July 31 and October 31. As such, we believe that a complete
understanding of the revenue generated by your lodging segment is material to
your investors’ understanding of your company’s results of operations –
particularly during the aforementioned reporting
periods. Furthermore, we believe that the discussion of Lodging
revenue generated from sources other than room rentals is material to an
understanding of the overall operating performance of the lodging
segment. In this regard, we note that while the revenue from a single
ancillary service may not be material to total company revenue, it may be
material to the total revenue generated by the lodging segment.
Additionally,
you state in your response that the lodging segment’s performance is evaluated
based upon ADR, occupancy rate, and RevPAR metrics, not revenue by service
type. However, based upon your responses to our prior comment numbers
7 and 8, it is not clear whether ancillary revenues generated by the lodging
segment are included in the computation of such metrics, and as such, whether
such metrics reflect the performance of your lodging segment in
totality. Furthermore, it is unclear how such metrics provide useful
information regarding the lodging revenue generated from sources other than room
rentals.
For
the reasons noted above, we reissue our prior comment and request that you
expand your MD&A disclosure to separately discuss the revenue generated by
each material product or service offering of your lodging segment – to the
extent known. At a minimum, it would appear that you could separately
discuss revenue from owned hotels, managed hotels, managed condominium rooms,
and your most significant ancillary services. In addition, please
consider whether the revenue generated by each of the Lodging segment’s material
product and service offerings should be separately disclosed in the footnotes to
your financial statements, pursuant to paragraph 37 of SFAS No.
131. Please provide your proposed disclosure as part of your
response.
Response
3: In future filings, beginning with our Form 10-K for the year
ending July 31, 2009, we will expand our disclosure and discussion of Lodging
segment revenues (which also addresses Comment 4 below) for all periods
presented to (i) quantify the absolute amount of the revenue components
(generally these include owned hotel rooms, managed condominium rooms, dining,
golf, transportation (beginning in fiscal year 2009) and other revenues) and the
period-to-period percentage change, (ii) provide an analysis of the changes in
these revenue components and (iii) provide financial metrics separately for
owned and managed condominium room revenue. Following is our proposed
disclosure with regards to Lodging segment revenues using the year ended July
31, 2008 as an example that we intend to include in our Form 10-K for the year
ending July 31, 2009:
“Lodging
segment operating results for the years ended July 31, 2008 and 2007 are
presented by category as follows (in thousands, except ADR and
RevPAR):
|
Year
Ended
|
Percentage
|
||||||||
|
July
31,
|
Increase/
|
||||||||
|
2008
|
2007
|
(Decrease)
|
|||||||
|
Lodging
Net Revenue:
|
|||||||||
|
Owned
hotel rooms
|
$
|
46,806
|
$
|
42,179
|
11.0
|
%
|
|||
|
Managed
condominium rooms
|
37,132
|
36,657
|
1.3
|
%
|
|||||
|
Dining
|
31,763
|
28,191
|
12.7
|
%
|
|||||
|
Golf
|
16,224
|
15,185
|
6.8
|
%
|
|||||
|
Other
|
38,132
|
40,239
|
(5.2
|
)%
|
|||||
|
Total
Lodging net revenue
|
$
|
170,057
|
$
|
162,451
|
4.7
|
%
|
|||
|
Owned
hotel statistics:
|
|||||||||
|
ADR
|
$
|
184.42
|
$
|
167.15
|
10.3
|
%
|
|||
|
RevPar
|
$
|
118.97
|
$
|
108.10
|
10.1
|
%
|
|||
|
Managed
condominium statistics:
|
|||||||||
|
ADR
|
$
|
280.37
|
$
|
268.83
|
4.3
|
%
|
|||
|
RevPar
|
$
|
98.68
|
$
|
94.50
|
4.4
|
%
|
|||
|
Owned
hotel and managed condominium statistics (combined):
|
|||||||||
|
ADR
|
$
|
230.17
|
$
|
216.83
|
6.2
|
%
|
|||
|
RevPar
|
$
|
106.43
|
$
|
99.58
|
6.9
|
%
|
|||
Total
Lodging net revenue for the year ended July 31, 2008 increased $7.6 million, or
4.7%, as compared to the year ended July 31, 2007. Included in net
revenue for the year ended July 31, 2007 was the recognition of $5.4 million in
termination fees (recorded in other revenue) primarily associated with the
termination of the management agreements at The Equinox and Rancho Mirage
(pursuant to the terms of the management agreements). Excluding these
termination fees, Lodging net revenue would have increased $13.0 million, or
8.3% for the year ended July 31, 2008, compared to the year ended July 31,
2007.
Lodging
net revenue was positively impacted by owned hotel rooms revenue which increased
$4.6 million, or 11.0%, for the year ended July 31, 2008. ADR for
owned hotel rooms increased 10.3% for the same period due to high demand during
peak periods in the year (partially offset by lower visitation during non-peak
periods, including the early season and the timing of Easter as described in the
Mountain segment discussion) and as a result of the addition of The Arrabelle
Hotel (which generated $2.0 million in room revenue since its opening in January
2008). Owned hotel room RevPAR increased 10.1% for the same period,
which, in addition to increases in ADR, was driven by an increase in conference
and group room nights, occurring primarily at GTLC during the Company’s fourth
fiscal quarter ended July 31, 2008. Managed condominium rooms revenue remained
relatively flat for the year ended July 31, 2008 compared to July 31, 2007
mainly due to an increase in ADR of 4.3% due to high demand during peak periods
as noted above and a RevPAR increase of 4.4% which was driven by an increase in
group room nights occurring primarily at Keystone, all of which was offset by a
3.4% reduction in managed condominium available room nights primarily at
Keystone.
Dining
revenue for the year ended July 31, 2008 increased $3.6 million, or 12.7%, as
compared to the year ended July 31, 2007 mainly due to group visitation at GTLC
and the addition of The Arrabelle Hotel (which generated $2.2 million in dining
revenue since its opening in January 2008). Golf revenues increased
$1.0 million, or 6.8%, for the year ended July 31, 2008 compared to the prior
year, primarily resulting from an increase in the number of golf rounds due to
improvements made at the Company’s Jackson Hole Golf & Tennis Club
(“JHG&TC”) and Beaver Creek Golf Club, which caused the golf courses to be
shut down for a portion of the season in the year ended July 31,
2007. Excluding the $5.4 million in termination fees, other revenues
increased $3.3 million, or 9.3%, due to higher resort amenity fees charged to
guests and increases in spa and retail revenue.”
As a
point of clarification to the Staff, all individual revenue components reflected
in “other” Lodging net revenue are less than 10% of total Lodging net
revenue. Additionally, ADR and RevPAR calculations only include room
revenue from owned hotel rooms or managed condominium rooms (gross), as
applicable. We believe these calculations are in accordance with
standard industry practices. Additionally, we do not disclose the ADR
and RevPAR calculations for managed hotel properties as we only receive
approximately 3% of gross revenues earned by the managed hotel
properties.
In
addition, we have considered whether the revenue generated by each of the
Lodging segment’s revenue components should be separately disclosed in the
footnotes to our financial statements pursuant to paragraph 37 of SFAS No. 131
for each reporting period presented in our Annual Report on our Form
10-K. We believe the components of Lodging segment revenue are
qualitatively immaterial as the services and products that are offered are
provided to similar customers, with similar degrees of risk and opportunities
for growth, and are quantitatively immaterial as all revenue components are less
than 10% of the combined revenue of all our reporting segments for any period
presented, thus we do not believe disclosure of the components of our Lodging
segment revenue is necessary.
Comment
4: We note your response to our prior comments 7 and 8. You state
that you exclude managed hotel properties from the computation of ADR and RevPAR
because including managed hotel properties would skew these financial
performance metrics. However, we do not understand how including
managed condominium rooms does not skew your metrics, given that the inclusion
of managed condominium rooms within the ADR calculation increases your ADR by
approximately $46.00 (i.e., 20%). In addition, we note that it is
unclear whether your calculations of ADR and RevPAR include the gross room
revenue generated by the managed condominium rooms, or only your proportionate
share of such revenue. In this regard, we believe that including the
total revenue generated by managed properties in your calculation of ADR and
RevPAR would not accurately depict your company’s financial
performance. Furthermore, based upon your response to our prior
comment number 8, it appears that excluding the financial data related to
managed condominiums from the computation of ADR and RevPAR may provide your
investors with more useful information regarding the performance of your owned
hotels. Given the observations noted above, please explain in further
detail why operating information related to your owned hotels and managed
condominium rooms should be aggregated for purposes of computing ADR and RevPAR
and discussing the changes in revenue recognized by your lodging
segment. In this regard, please consider providing an illustrative
example of how your metrics are computed along with your
explanation. Alternatively, revise your disclosure in future filings
to (a) discuss revenue generated from owned properties and managed properties on
a separate basis and (b) provide financial metrics that you believe
appropriately supplement your revised disclosure. Please provide your
proposed disclosure as part of your response.
Response
4: Please refer to the response to Comment 3. In future filings,
beginning with our Form 10-K for the year ending July 31, 2009, we will provide
for all periods presented (i) revenue generated from owned hotel
rooms and managed condominium rooms on a separate basis and (ii) ADR and RevPar
for owned hotel rooms, managed condominium rooms and on a combined basis.
Additionally, we do not believe disclosure of revenue from managed hotel
properties is necessary due to the insignificance of these revenues, nor is the
disclosure of ADR and RevPAR for the managed hotel properties appropriate as we
only receive approximately 3% of the gross revenues earned by these
properties.
Real Estate
Segment
Comment
5: We note your response to our prior comment 9, and we acknowledge
that your proposed expanded disclosure provides additional information regarding
the revenue generated by your different real estate
projects. However, we continue to believe that your expanded
disclosure should also analyze and discuss the significant fluctuations in the
operating margins realized on your real estate sales for fiscal year 2006, 2007
and 2008, as well as the underlying reasons for such
fluctuations. For example, please discuss the extent that the
operating margins realized by your real estate segment have been impacted by
factors including, but not limited to the following, as applicable:
|
·
|
differences
in the types of real estate properties sold during the respective
reporting periods (e.g., condos, townhomes,
etc.),
|
|
·
|
differences
in the quality of real estate properties sold during the respective
reporting periods (e.g., luxury units versus non-luxury
units),
|
|
·
|
differences
in the average revenue generated per square foot for the respective
reporting periods, and the reason for such differences (e.g. location,
market conditions, quality of
units),
|
|
·
|
differences
in the overall costs incurred for your real estate projects, and the
reasons for such differences,
|
|
·
|
the
impact of market conditions.
|
In
addition, please expand your disclosure to discuss any known trends that are
expected to have a future impact on the costs incurred for your company’s real
estate projects or the operating margins realized on your company’s real estate
projects. Please provide us with your proposed disclosure as part of
your response.
Response
5: Our Real Estate segment vertical development primarily consists of
the development of a relatively small number of luxury condominiums or townhomes
in close proximity to our mountain resorts. Consequently, the quality of our
developments is consistently of high grade. Additionally, because we
utilize guaranteed maximum price construction contracts on the majority of our
development project costs at project commencement, cost trend fluctuations
typically don’t impact our project costs once projects have been
launched. However, in addition to our already expanded disclosure of
the average selling price per unit and the average price per square foot for
each of our real estate development projects that closed during the period,
which was incorporated into our Form 10-Q for the period ended April 30, 2009,
we will in future filings, beginning with our Form 10-K for the period ending
July 31, 2009, disclose for all periods presented the cost of sales for each of
the respective development projects that closed during the period, including the
average cost per square foot, and we will expand our discussion to include any
pertinent factors that drive either revenue or cost of sales. Please refer
to the below example of our proposed disclosure using the year ended July 31,
2008 as an example that we intend to include in our Form 10-K for the year
ending July 31, 2009. Additionally, to the extent known, we will discuss
in future filings significant trends that we believe will impact future revenue
or cost of projects under development. As an example of the type of
disclosures that we will make with regard to known trends on projects under
development please reference our disclosure in Trends, Risk and Uncertainities
of our Management Discussion and Analysis of Financial Conditions and Results of
Operations for the quarter ended April 30, 2009 in regards to the decrease in
the selling price of the Ritz-Carlton Residences, Vail units.
For
the year ended July 31, 2008
“Real
Estate net revenue for the year ended July 31, 2008 was driven primarily by the
closings of 64 condominium units at the Arrabelle ($213.6 million of
revenue with an average selling price per unit of $3.3 million and an average
price per square foot of $1,220), the closings of five Chalet units ($58.8
million of revenue with an average selling price per unit of $11.8 million and
an average price per square foot of $2,336), the closings of the remaining
JHG&TC cabins ($9.0 million of revenue with an average price per square foot
of $360) and contingent gains of $13.0 million on development parcels sales that
closed in previous periods. The higher average price per square foot
for the Chalet units was driven by the premier location at the base of Vail
mountain in Vail Village and the fact that this development consisted of
only 13 exclusive chalets. The Arrabelle average price per square
foot is driven by its ski-in/ski-out location in Vail, and the comprehensive
offering of amenities resulting from this project. The JHG&TC
cabins yielded a lower price per square foot as its location is proximate to
golf and tennis facilities which does not have as strong of a demand compared to
real estate featuring ski-in/ski-out locations proximate to our ski
resorts.
Operating
expense for the year ended July 31, 2008 included cost of sales of $208.8
million commensurate with revenue recognized, primarily driven by the closing on
64 units at the Arrabelle ($171.2 million in cost of sales with an average cost
per square foot of $978), the closing on five Chalet units ($27.7 million in
cost of sales with an average cost per square foot of $1,100) and the closing of
the remaining JHG&TC cabins ($8.9 million in cost of sales with an average
cost per square foot of $355). The cost per square foot for the Arrabelle and
Chalets are reflective of the high-end features associated with these projects
and the relatively high construction costs associated with mountain resort
development. The average cost per square foot for the JHG&TC was
significantly lower than for other projects closed during the period due to the
fact that this project did not include the typical high-end features of our
projects that are in close proximity to our mountain resorts; however, the
cost of sales for the JHG&TC cabins were relatively high compared to the
revenue earned due to unanticipated incremental design and construction related
costs. Operating expenses also included sales commissions of approximately
$17.1 million commensurate with revenue recognized and general and
administrative costs of approximately $25.4 million. General and
administrative costs are primarily comprised of marketing expenses for the major
real estate projects under development (including those that have not yet
closed), overhead costs such as labor and labor-related benefits and allocated
corporate costs.”
Item 8. Financial Statements
and Supplemental Data
Notes to Consolidated
Financial Statements
2. Summary of Significant
Accounting Policies
Revenue
Recognition
Comment
6: We note your response to our prior comment 14. In
future filings, please expand your footnote disclosure to include a more
detailed discussion of how and when your recognize revenue related to the sale
of individual condominium units – similar to that which was provided in your
response letter to us dated May 11, 2009.
Comment
7: We note from
your website that you are offering an incentive, consisting of a social
membership to The Arrabelle Club, to new buyers of residence units at the
Ritz-Carlton Residences. In this regard, please tell us your planned
revenue recognition policy for such sales. Additionally, tell us what
consideration was given to EITF 00-21 Revenue Arrangements with Multiple
Deliverables in determining your recognition policy for such sales.
Response
7: Upon closing and receipt of all proceeds from the sale of
the individual units at the Ritz-Carlton Residences, Vail, proceeds will be
allocated between real estate revenue and club initiation fee revenue as both of
these elements represent deliverables and separate units of accounting in
accordance with paragraph 9 of EITF 00-21. As such, upon each closing of a
Ritz-Carlton Residences, Vail unit (which currently has an estimated average
selling price of approximately $3.4 million per unit) we will allocate a portion
of the proceeds to The Arrabelle Club as club initiation fee revenue. The
allocation of the initiation fee revenue to The Arrabelle Club will be
determined based upon the selling price of The Arrabelle Club on a standalone
basis (an Arrabelle Club social membership is currently being sold for
$50,000). The initiation fee revenue will be recognized on a straight-line
basis over the life of the club facilities.
Item 15. Exhibits, Financial
Statements Schedules
Comment
8: We note that you
have incorporated by reference several exhibits, such as the Fourth Amended and
Restated Credit Agreement dated January 28, 2005 (Exhibit 10.8(a)) and the
Limited Waiver, Release, and Third Amendment to Fourth Amended and Restated
Credit Agreement dated March 13, 2007 (Exhibit 10.8(d)). These
exhibits do not appear to contain all of the exhibits and schedules either
listed in the table of contents or referred to in the agreement. All
exhibits must be filed in full and include all attachments, schedules, and
exhibits. In your next periodic filing, please refile each exhibit to
include the omitted schedules and exhibits. Further, please confirm
that you will file all exhibits in full and include all attachments, schedules
and exhibits in future filings.
Response
8: In our next filing, our Form 10-K for the period ending July 31,
2009, we will refile our Fourth Amended and Restated Credit Agreement dated
January 28, 2005 and the Limited Waiver, Release and Third Amendment to Fourth
Amended and Restated Credit Agreement dated March 13, 2007, to include all
schedules and exhibits listed in the table of contents or referred to in the
agreements, except to the extent that we request confidential
treatment. In addition, we confirm that, in future filings, we will
file all exhibits in full and include all attachments, schedules and exhibits,
except as may be omitted pursuant to regulations such as Item 601(b)(2) of
Regulation S-K, or except to the extent subject to a confidential treatment
request.
Definitive Proxy Statement
on Schedule 14A
Annual Cash Bonus, page
27
Comment
9: We note your response to prior comment 20 and the supplemental
materials provided to the staff in connection with your response. To
the extent that you omit, due to competitive harm, certain targets related to
VRDC (other than its EBITDA target), please confirm that you will provide in
future filings an expanded discussion regarding the level of difficulty you
anticipate in achieving the undisclosed targets.
Response
9: We confirm that, in future filings, we will include more
descriptive disclosures of the level of difficulty associated with achieving the
undisclosed VRDC performance targets beginning with our Definitive Proxy
Statement on Schedule 14A for the period ending July 31, 2009.
As
requested by the Staff, we are providing the following
acknowledgements:
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the
Company is responsible for the adequacy and accuracy of the disclosure in
its filings;
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Staff
comments or changes to disclosure in response to Staff comments do not
foreclose the Commission from taking any action with respect to the
filing; and
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the
Company may not assert Staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.
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If you
have any further questions or require additional information, please do not
hesitate to contact me at 303-404-1802.
Sincerely,
/s/
Jeffrey W. Jones
Jeffrey
W. Jones
Senior
Executive Vice President and
Chief
Financial Officer
cc. Mr.
Roy Turner
PricewaterhouseCoopers
LLP
Mr. Eric
Jacobsen
PricewaterhouseCoopers
LLP
The Audit
Committee of the Board of Directors
Vail
Resorts, Inc.