Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Oct. 31, 2017 | Dec. 04, 2017 | |
Document And Entity Information [Abstract] | ||
Entity Voluntary Filers | No | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Oct. 31, 2017 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | MTN | |
Entity Registrant Name | VAIL RESORTS INC | |
Entity Central Index Key | 812,011 | |
Current Fiscal Year End Date | --07-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 40,407,160 | |
Entity Well-known Seasoned Issuer | Yes | |
Entity Current Reporting Status | Yes |
Consolidated Condensed Balance
Consolidated Condensed Balance Sheets - USD ($) $ in Thousands | Oct. 31, 2017 | Jul. 31, 2017 | Oct. 31, 2016 |
Assets | |||
Cash and cash equivalents | $ 140,397 | $ 117,389 | $ 106,751 |
Restricted cash | 16,609 | 10,273 | 13,203 |
Trade receivables, net | 84,571 | 186,913 | 59,445 |
Inventories, net | 108,081 | 84,814 | 112,792 |
Other current assets | 46,045 | 33,681 | 40,172 |
Total current assets | 395,703 | 433,070 | 332,363 |
Property, plant and equipment, net (Note 6) | 1,694,692 | 1,714,154 | 1,699,087 |
Real estate held for sale and investment | 102,697 | 103,405 | 116,852 |
Goodwill, net | 1,484,335 | 1,519,743 | 1,454,943 |
Intangible assets, net | 287,093 | 294,932 | 286,360 |
Other assets | 44,096 | 45,414 | 34,514 |
Total assets | 4,008,616 | 4,110,718 | 3,924,119 |
Liabilities | |||
Accounts payable and accrued liabilities (Note 6) | 630,467 | 467,669 | 542,923 |
Income taxes payable | 40,707 | 98,491 | 73,739 |
Long-term debt due within one year (Note 4) | 38,422 | 38,397 | 38,374 |
Total current liabilities | 709,596 | 604,557 | 655,036 |
Long-term debt, net (Note 4) | 1,262,325 | 1,234,024 | 1,371,779 |
Other long-term liabilities (Note 6) | 290,420 | 301,736 | 272,309 |
Deferred income taxes | 136,863 | 171,442 | 98,192 |
Total liabilities | 2,399,204 | 2,311,759 | 2,397,316 |
Commitments and contingencies (Note 8) | |||
Stockholders' Equity | |||
Preferred stock, $0.01 par value, 25,000 shares authorized, no shares issued and outstanding | 0 | 0 | 0 |
Common stock, $0.01 par value, 100,000 shares authorized, 45,842, 45,448 and 45,061 shares issued, respectively | 458 | 454 | 451 |
Exchangeable shares, $0.01 par value, 61, 69 and 418 shares issued and outstanding, respectively (Note 5) | 1 | 1 | 4 |
Additional paid-in capital | 1,157,547 | 1,222,510 | 1,209,935 |
Accumulated other comprehensive income (loss) | 10,591 | 44,395 | (19,784) |
Retained earnings | 479,997 | 550,985 | 394,690 |
Treasury stock, at cost, 5,436, 5,436, and 5,435 shares, respectively (Note 10) | (247,189) | (247,189) | (246,979) |
Total Vail Resorts, Inc. stockholders’ equity | 1,401,405 | 1,571,156 | 1,338,317 |
Noncontrolling interests | 208,007 | 227,803 | 188,486 |
Total stockholders’ equity | 1,609,412 | 1,798,959 | 1,526,803 |
Total liabilities and stockholders’ equity | $ 4,008,616 | $ 4,110,718 | $ 3,924,119 |
Consolidated Condensed Balance3
Consolidated Condensed Balance Sheets (Parenthetical) - $ / shares | Oct. 31, 2017 | Jul. 31, 2017 | Oct. 31, 2016 |
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued | 45,842,000 | 45,448,000 | 45,061,000 |
Exchangeable Shares, Par Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 |
Exchangeable Shares, Shares, Issued | 61,000 | 69,000 | 418,000 |
Treasury stock, shares | 5,436,000 | 5,436,000 | 5,435,000 |
Consolidated Condensed Statemen
Consolidated Condensed Statements Of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2017 | Oct. 31, 2016 | |
Net revenue: | ||
Mountain and Lodging services and other | $ 143,348 | $ 114,686 |
Mountain and Lodging retail and dining | 76,866 | 63,483 |
Resort net revenue | 220,214 | 178,169 |
Real estate | 636 | 96 |
Total net revenue | 220,850 | 178,265 |
Operating expense (exclusive of depreciation and amortization shown separately below): | ||
Mountain and Lodging operating expense | 181,276 | 152,645 |
Mountain and Lodging retail and dining cost of products sold | 35,679 | 28,940 |
General and administrative | 57,863 | 50,748 |
Resort operating expense | 274,818 | 232,333 |
Real estate | 1,691 | 1,485 |
Total segment operating expense | 276,509 | 233,818 |
Other operating (expense) income: | ||
Depreciation and amortization | (48,624) | (40,581) |
Gain on sale of real property | 0 | 6,466 |
Change in estimated fair value of contingent consideration (Note 7) | 0 | (300) |
Gain (loss) on disposal of fixed assets, net | 567 | (550) |
Loss from operations | (103,716) | (90,518) |
Mountain equity investment income, net | 522 | 832 |
Investment income and other, net | 383 | 4,523 |
Foreign currency loss on intercompany loans (Note 4) | (7,346) | 0 |
Interest expense, net | (15,174) | (11,964) |
Loss before benefit from income taxes | (125,331) | (97,127) |
Benefit from income taxes | 93,404 | 33,509 |
Net loss | (31,927) | (63,618) |
Net loss attributable to noncontrolling interests | 3,542 | 1,031 |
Net loss attributable to Vail Resorts, Inc. | $ (28,385) | $ (62,587) |
Per share amounts (Note 3): | ||
Basic net loss per share attributable to Vail Resorts, Inc. | $ (0.71) | $ (1.70) |
Diluted net loss per share attributable to Vail Resorts, Inc. | (0.71) | (1.70) |
Cash dividends declared per share | $ 1.053 | $ 0.810 |
Consolidated Condensed Stateme5
Consolidated Condensed Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2017 | Oct. 31, 2016 | |
Net loss | $ (31,927) | $ (63,618) |
Foreign currency translation adjustments, net of tax | (45,405) | (24,412) |
Comprehensive loss | (77,332) | (88,030) |
Comprehensive loss attributable to noncontrolling interests | 15,143 | 7,209 |
Comprehensive loss attributable to Vail Resorts, Inc. | $ (62,189) | $ (80,821) |
Consolidated Condensed Stateme6
Consolidated Condensed Statements of Stockholders' Equity Statement - USD ($) $ in Thousands | Total | Common Stock [Member] | Exchangeable Shares [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Retained Earnings [Member] | Treasury Stock [Member] | Total Vail Resorts, Inc. Stockholders' Equity [Member] | Noncontrolling Interests [Member] |
Balance | $ 888,466 | $ 416 | $ 0 | $ 635,986 | $ (1,550) | $ 486,667 | $ (246,979) | $ 874,540 | $ 13,926 |
Net loss attributable to Vail Resorts, Inc. | (62,587) | (62,587) | (62,587) | ||||||
Net (income) loss attributable to noncontrolling interests | (1,031) | (1,031) | |||||||
Net loss | (63,618) | ||||||||
Foreign currency translation adjustments, net of tax | (24,412) | (18,234) | (18,234) | (6,178) | |||||
Comprehensive loss, Net of Tax, Attributable to Parent | (80,821) | (80,821) | |||||||
Comprehensive (income) loss attributable to noncontrolling interests | (7,209) | (7,209) | |||||||
Total comprehensive loss | (88,030) | ||||||||
Stock-based compensation expense | 4,577 | 4,577 | 4,577 | ||||||
Shares issued for acquisition (Note 5) | 574,645 | 33 | 4 | 574,608 | 574,645 | ||||
Issuance of shares under share award plans, net of shares withheld for taxes | (11,524) | 2 | (11,526) | (11,524) | |||||
Tax benefit from share award plans | 6,290 | 6,290 | 6,290 | ||||||
Dividends (Note 3) | (29,390) | (29,390) | (29,390) | ||||||
Acquisition of noncontrolling interest (Note 5) | 181,818 | 181,818 | |||||||
Distributions to noncontrolling interests, net | (49) | (49) | |||||||
Balance | 1,526,803 | 451 | 4 | 1,209,935 | (19,784) | 394,690 | (246,979) | 1,338,317 | 188,486 |
Balance | 1,798,959 | 454 | 1 | 1,222,510 | 44,395 | 550,985 | (247,189) | 1,571,156 | 227,803 |
Net loss attributable to Vail Resorts, Inc. | (28,385) | (28,385) | (28,385) | ||||||
Net (income) loss attributable to noncontrolling interests | (3,542) | (3,542) | |||||||
Net loss | (31,927) | ||||||||
Foreign currency translation adjustments, net of tax | (45,405) | (33,804) | (33,804) | (11,601) | |||||
Comprehensive loss, Net of Tax, Attributable to Parent | (62,189) | (62,189) | |||||||
Comprehensive (income) loss attributable to noncontrolling interests | (15,143) | (15,143) | |||||||
Total comprehensive loss | (77,332) | ||||||||
Stock-based compensation expense | 4,521 | 4,521 | 4,521 | ||||||
Measurement period adjustment (Note 5) | (1,776) | (1,776) | |||||||
Issuance of shares under share award plans, net of shares withheld for taxes | (69,480) | 4 | (69,484) | (69,480) | |||||
Dividends (Note 3) | (42,603) | (42,603) | (42,603) | ||||||
Distributions to noncontrolling interests, net | (2,877) | (2,877) | |||||||
Balance | $ 1,609,412 | $ 458 | $ 1 | $ 1,157,547 | $ 10,591 | $ 479,997 | $ (247,189) | $ 1,401,405 | $ 208,007 |
Consolidated Condensed Stateme7
Consolidated Condensed Statements Of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2017 | Oct. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (31,927) | $ (63,618) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 48,624 | 40,581 |
Stock-based compensation expense | 4,521 | 4,577 |
Deferred income taxes, net | (41,600) | (33,509) |
Gain on sale of real property | 0 | (6,466) |
Other non-cash income, net | 4,885 | |
Other non-cash expense, net | (5,879) | |
Changes in assets and liabilities: | ||
Restricted cash | (6,654) | (1,111) |
Trade receivables, net | 101,642 | 90,431 |
Inventories, net | (23,208) | (22,490) |
Accounts payable and accrued liabilities | (7,543) | (25,925) |
Deferred revenue | 167,752 | 112,130 |
Income taxes payable - excess tax benefit from share award exercises | (51,804) | (6,290) |
Income taxes payable - other | (5,603) | (18,115) |
Other assets and liabilities, net | (10,332) | (7,289) |
Net cash provided by operating activities | 148,753 | 57,027 |
Cash flows from investing activities: | ||
Capital expenditures | (37,449) | (46,043) |
Acquisition of businesses, net of cash acquired | (1,356) | (512,348) |
Cash received from the sale of real property | 0 | 7,692 |
Other investing activities, net | 5,153 | 538 |
Net cash used in investing activities | (33,652) | (550,161) |
Cash flows from financing activities: | ||
Proceeds from borrowings under Vail Holdings Credit Agreement | 95,000 | 619,375 |
Proceeds from borrowings under Whistler Credit Agreement | 11,920 | 0 |
Repayments of borrowings under Vail Holdings Credit Agreement | (59,375) | (50,000) |
Repayments of borrowings under Whistler Credit Agreement | (17,081) | 0 |
Employee taxes paid for share award exercises | (69,480) | (11,524) |
Dividends paid | (42,603) | (29,390) |
Other financing activities, net | (6,989) | 3,456 |
Net cash (used in) provided by financing activities | (88,608) | 531,917 |
Effect of exchange rate changes on cash and cash equivalents | (3,485) | 71 |
Net increase in cash and cash equivalents | 23,008 | 38,854 |
Cash and cash equivalents: | ||
Beginning of period | 117,389 | 67,897 |
End of period | 140,397 | 106,751 |
Accrued capital expenditures | 25,314 | 17,546 |
Total Vail Resorts, Inc. Stockholders' Equity [Member] | ||
Cash flows from financing activities: | ||
Employee taxes paid for share award exercises | $ (69,480) | $ (11,524) |
Organization and Business
Organization and Business | 3 Months Ended |
Oct. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | 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 eleven world-class mountain resort properties and three urban ski areas including: 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. Park City Resort (“Park City”) Utah 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. Perisher Ski Resort (“Perisher”) New South Wales, Australia 10. Whistler Blackcomb Resort (“Whistler Blackcomb”) British Columbia, Canada 11. Stowe Mountain Resort (“Stowe”) Vermont Urban Ski Areas (“Urban”): Location: 1. Wilmot Mountain (“Wilmot”) Wisconsin 2. Afton Alps Ski Area (“Afton Alps”) Minnesota 3. Mount Brighton Ski Area (“Mt. Brighton”) Michigan Additionally, the Mountain segment includes ancillary services, primarily including ski school, dining and retail/rental operations, and for Perisher including lodging and transportation operations. The resorts located in the United States (“U.S.”), except for Northstar, Park City, Stowe and the Urban ski areas, 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 Perisher are conducted pursuant to a long-term lease and license on land owned by the government of New South Wales, Australia. Stowe operates on land owned by the Company as well as land it leases from the State of Vermont. 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, Colorado Mountain Express (“CME”), 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. 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 Company’s operating season at Perisher, its NPS concessionaire properties and its golf courses generally occur from June to early October. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Oct. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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, 2017 . 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, 2017 was derived from audited financial statements. The Consolidated Condensed Statement of Operations for the three months ended October 31, 2016 has been revised to separately disclose revenues and costs from retail and dining operations, as well as general and administrative costs. Retail and dining revenues were previously included within Mountain and Lodging revenues, and the related costs were previously included in Mountain and Lodging operating costs. Management considers the change in presentation of its Consolidated Condensed Statement of Operations to be immaterial to the period presented. There is no change to previously reported total net revenue, operating expense, loss from operations, net loss attributable to Vail Resorts, Inc., per share amounts or segment results. 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. Fair Value Instruments— The recorded amounts for cash and cash equivalents, receivables, other current assets, and accounts payable and accrued liabilities approximate fair value due to their short-term nature. The fair value of amounts outstanding under the Vail Holdings Credit Agreement revolver and term loan, Whistler Credit Agreement revolver and the Employee Housing Bonds (all as defined in Note 4, Long-Term Debt) approximate book value due to the variable nature of the interest rate, which is a market rate, associated with the debt. Recently Issued Accounting Standards Adopted Standards In March 2016, the FASB issued ASU No. 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” The new guidance requires companies to record all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement when the awards vest or are settled, as applicable, rather than within additional paid in capital which was required under the previous guidance. The guidance also requires companies to present excess tax benefits as an operating activity and cash paid to a taxing authority to satisfy employee statutory withholding as a financing activity on the statement of cash flows. Additionally, the guidance allows companies to make a policy election to account for forfeitures either upon occurrence or by estimating forfeitures. The Company adopted this standard on August 1, 2017, and will prospectively record excess tax benefits and deficiencies within the provision or benefit for income taxes on its Consolidated Condensed Statements of Operations when stock-based compensation awards vest or are exercised. The Company expects this will increase volatility of the provision or benefit for income taxes as the amount of excess tax benefits or deficiencies from stock-based compensation awards are dependent on the Company’s stock price at the date the awards vest or are exercised. As a result of adopting this provision of the standard, the Company recorded $51.8 million of excess tax benefits within benefit from income taxes on its Consolidated Condensed Statement of Operations for the three months ended October 31, 2017 (or $1.29 per diluted share) resulting from vesting and exercises of equity awards during the quarter. As of August 1, 2017, the Company prospectively presented excess tax benefits as operating activities on its Consolidated Condensed Statement of Cash Flows for the three months ended October 31, 2017. Additionally, the Company has elected to record actual forfeitures for recording stock-based compensation expense when they occur, rather than estimate expected forfeitures, which did not have a material impact to the Consolidated Condensed Statement of Operations for the three months ended October 31, 2017. In accordance with the disclosure provisions of the new guidance, the Company retrospectively adopted the new presentation. Cash paid to taxing authorities on an employee’s behalf was changed to be classified as a financing activity in the Consolidated Condensed Statements of Cash Flows, which resulted in a $11.5 million decrease to cash provided by financing activities with a corresponding increase to cash provided by operating activities for the three months ended October 31, 2016, as shown below (in thousands). Three Months Ended October 31, 2016 Previously Reported (Previous Guidance) Tax Payments Change Revised Reported (New Guidance) Cash flows provided by operating activities $ 45,503 $ 11,524 $ 57,027 Cash flows used in investing activities (no change) (550,161 ) — (550,161 ) Cash flows provided by financing activities 543,441 (11,524 ) 531,917 Effect of exchange rate changes (no change) 71 — 71 Net increase in cash and cash equivalents $ 38,854 $ — $ 38,854 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 May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” which supersedes the revenue recognition requirements in Accounting Standards Codification 605, “Revenue Recognition.” 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 has issued several amendments, which do not change the core principle of the guidance and are intended to clarify and improve understanding of certain topics included within the revenue standard. This standard will be effective for the first interim period within fiscal years beginning after December 15, 2017 (the Company’s first quarter of fiscal 2019), using one of two retrospective application methods. The Company will not early adopt this standard and is evaluating the impacts, if any, the adoption of this accounting standard will have on the Company’s financial position or results of operations and cash flows and related disclosures and is determining the appropriate transition method. 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 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. 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 is evaluating the impacts of the standard beyond accounting, including system, data and process changes required to comply with the standard. |
Net Income Per Common Share
Net Income Per Common Share | 3 Months Ended |
Oct. 31, 2017 | |
Earnings Per Share Reconciliation [Abstract] | |
Summary of Calculation of Basic And Diluted EPS | Presented below is basic and diluted EPS for the three months ended October 31, 2017 and 2016 (in thousands, except per share amounts): Three Months Ended October 31, 2017 2016 Basic Diluted Basic Diluted Net loss per share: Net loss attributable to Vail Resorts $ (28,385 ) $ (28,385 ) $ (62,587 ) $ (62,587 ) Weighted-average Vail Shares outstanding 40,147 40,147 36,766 36,766 Weighted-average Exchangeco Shares outstanding 64 64 68 68 Total Weighted-average shares outstanding 40,211 40,211 36,834 36,834 Effect of dilutive securities — — — — Total shares 40,211 40,211 36,834 36,834 Net loss per share attributable to Vail Resorts $ (0.71 ) $ (0.71 ) $ (1.70 ) $ (1.70 ) 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 1.3 million and 1.7 million for the three months ended October 31, 2017 and 2016 , respectively. |
Net Income Per Common Share | Net Loss per Share Earnings per Share Basic earnings per share (“EPS”) excludes dilution and is computed by dividing net loss 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 (see Note 5, Acquisitions), 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 October 31, 2017 and 2016 (in thousands, except per share amounts): Three Months Ended October 31, 2017 2016 Basic Diluted Basic Diluted Net loss per share: Net loss attributable to Vail Resorts $ (28,385 ) $ (28,385 ) $ (62,587 ) $ (62,587 ) Weighted-average Vail Shares outstanding 40,147 40,147 36,766 36,766 Weighted-average Exchangeco Shares outstanding 64 64 68 68 Total Weighted-average shares outstanding 40,211 40,211 36,834 36,834 Effect of dilutive securities — — — — Total shares 40,211 40,211 36,834 36,834 Net loss per share attributable to Vail Resorts $ (0.71 ) $ (0.71 ) $ (1.70 ) $ (1.70 ) 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 1.3 million and 1.7 million for the three months ended October 31, 2017 and 2016 , respectively. Dividends The Company paid cash dividends of $1.053 and $0.81 per share ( $42.6 million and $29.4 million in the aggregate) during the three months ended October 31, 2017 and 2016, respectively. On December 6, 2017, the Company’s Board of Directors declared a quarterly cash dividend of $1.053 per share, for Vail Shares, payable on January 10, 2018 to stockholders of record as of December 27, 2017 . Additionally, a Canadian dollar equivalent dividend on the Exchangeco Shares will be payable on January 10, 2018 to the shareholders of record on December 27, 2017 . |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Oct. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt, net as of October 31, 2017 , July 31, 2017 and October 31, 2016 is summarized as follows (in thousands): Maturity October 31, 2017 July 31, 2017 October 31, 2016 Vail Holdings Credit Agreement term loan (a) 2021 $ 712,500 $ 721,875 $ 750,000 Vail Holdings Credit Agreement revolver (a) 2021 95,000 50,000 135,000 Whistler Credit Agreement revolver (b) 2022 104,625 113,119 142,103 Employee housing bonds 2027-2039 52,575 52,575 52,575 Canyons obligation 2063 330,217 328,786 324,521 Other 2024-2028 9,743 10,166 10,617 Total debt 1,304,660 1,276,521 1,414,816 Less: Unamortized debt issuance costs 3,913 4,100 4,663 Less: Current maturities (c) 38,422 38,397 38,374 Long-term debt, net $ 1,262,325 $ 1,234,024 $ 1,371,779 (a) On October 14, 2016 , in order to finance the cash portion of the consideration and payment of associated fees and expenses of the Whistler Blackcomb acquisition (see Note 5, Acquisitions), the Company’s wholly owned subsidiary, Vail Holdings, Inc. (“VHI”), entered into the Second Amendment to the Seventh Amended and Restated Credit Agreement, dated as of May 1, 2015 (the “Vail Holdings Credit Agreement”), with Bank of America, N.A., as administrative agent, and other lenders named therein, through which these lenders provided an additional $509.4 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 October 14, 2021 (the “Amendment”). The Vail Holdings Credit Agreement consists of a $400.0 million revolving credit facility and a $750.0 million term loan facility. The other material terms of the Vail Holdings Credit Agreement were not altered by the Amendment. Borrowings under the Vail Holdings Credit Agreement, including the term loan facility, bear interest annually at the rate of LIBOR plus 1.25% ( 2.49% , as of October 31, 2017), and interest payments are due monthly. Additionally, the term loan facility is subject to quarterly principal payments of approximately $9.4 million, which began on January 31, 2017. Final payment of the remaining principal outstanding plus accrued and unpaid interest is due upon maturity in October 2021. 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. (b) The WB Partnerships (as defined in Note 5, Acquisitions) are party to a credit agreement, dated as of November 12, 2013 (as amended, the “Whistler Credit Agreement”), by and among Whistler Mountain Resort Limited Partnership (“Whistler LP”), Blackcomb Skiing Enterprises Limited Partnership (“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, and during the three months ended October 31, 2017, the Company exercised its right under the Whistler Credit Agreement, with the consent of the lender parties thereto, to extend the maturity date for the Whistler Credit Agreement from November 12, 2021 to November 12, 2022 . No other 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 October 31, 2017, 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 October 31, 2017 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 3.11% ). The Whistler Credit Agreement also includes a quarterly unused commitment fee based on the Consolidated Total Leverage Ratio, which as of October 31, 2017 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) Current maturities represent principal payments due in the next 12 months. Aggregate maturities of debt outstanding as of October 31, 2017 reflected by fiscal year (August 1 through July 31) are as follows (in thousands): Total 2018 (November 2017 through July 2018) $ 28,599 2019 38,455 2020 38,516 2021 38,580 2022 772,648 Thereafter 387,862 Total debt $ 1,304,660 The Company recorded gross interest expense of $15.2 million and $12.0 million for the three months ended October 31, 2017 and 2016 , respectively, of which $0.3 million and $0.2 million , respectively, were amortization of deferred financing costs. 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, 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 $7.3 million in foreign currency loss on the intercompany loan to Whistler Blackcomb for the three months ended October 31, 2017 on the Company’s Consolidated Condensed Statements of Operations. |
Acquisitions
Acquisitions | 3 Months Ended |
Oct. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Stowe On June 7, 2017 , the Company, through a wholly-owned subsidiary, acquired Stowe Mountain Resort in Stowe, Vermont, from Mt. Mansfield Company, Inc., a wholly-owned subsidiary of American International Group, Inc., for total cash consideration of $40.7 million . The Company acquired all of the assets related to 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 purchase price was allocated to identifiable tangible and intangible assets acquired based on their estimated fair values at the acquisition date. The Company has completed its preliminary purchase price allocation and has recorded $39.1 million in property, plant and equipment; $3.0 million in intangible assets; $2.3 million in other assets; and $3.7 million of assumed liabilities on the date of acquisition. The operating results of Stowe are reported within the Mountain segment. Whistler Blackcomb On October 17, 2016 , the Company, through Exchangeco, acquired all of the outstanding common shares of Whistler Blackcomb, for aggregate purchase consideration paid to Whistler Blackcomb shareholders of $1.09 billion . The consideration paid consisted of (i) approximately C$673.8 million ( $512.6 million ) in cash (or C$17.50 per Whistler Blackcomb share), (ii) 3,327,719 Vail Shares and (iii) 418,095 Exchangeco Shares. Each Exchangeco Share is exchangeable by the holder thereof for one Vail Share (subject to customary adjustments for stock splits or other reorganizations). In addition, the Company may require all outstanding Exchangeco Shares to be exchanged into an equal number of Vail Shares upon the occurrence of certain events and at any time following the seventh anniversary of the closing of the acquisition. While outstanding, holders of Exchangeco Shares are entitled to cast votes on matters for which holders of Vail Shares are entitled to vote and are entitled to receive dividends economically equivalent to the dividends declared by the Company with respect to the Vail Shares. Whistler Blackcomb owns a 75% interest in each of Whistler LP and Blackcomb LP (the “WB Partnerships”), which together operate Whistler Blackcomb Resort, a year round mountain resort in British Columbia, Canada with a comprehensive offering of recreational activities, including both snow sports and summer activities. The remaining 25% limited partnership interest in each of the WB Partnerships is owned by Nippon Cable Co. Ltd. (“Nippon Cable”), an unrelated party to the Company. The WB Partnerships hold land leases and rights-of-way under long-term agreements with the government of the province of British Columbia, Canada within the traditional territory of the Squamish and Lil’wat Nations, which provide for the use of land at Whistler Mountain and Blackcomb Mountain. The Company executed forward contracts for the underlying Canadian dollar cash consideration to economically hedge the risk associated with the U.S. dollar to Canadian dollar exchange rates. The Company’s total cost was $509.2 million to accumulate C$673.8 million which was required for the cash component of the purchase consideration. The estimated fair value of the Canadian dollars was approximately $512.6 million upon settlement. Accordingly, the Company realized a gain of $3.4 million on foreign currency exchange rate changes during the three months ended October 31, 2016. The gain on foreign currency is a separate transaction as it primarily benefited the Company and therefore the Company recorded this gain within Investment income and other, net in its Consolidated Condensed Statements of Operations. The estimated fair value of $512.6 million is considered the cash component of the purchase consideration. The Company held shares of Whistler Blackcomb common stock prior to the acquisition and, as such, the acquisition-date estimated fair value of this previously held investment was a component of the purchase consideration. Based on the acquisition-date estimated fair value of this investment of $4.3 million , the Company recorded a gain of $0.8 million within Investment income and other, net in its Consolidated Condensed Statements of Operations during the three months ended October 31, 2016. Nippon Cable’s 25% limited partnership interest is a noncontrolling economic interest containing certain protective rights and no ability to participate in the day to day operations of the WB Partnerships. The WB Partnership agreements provide that distributions made out of the partnerships be made on the basis of 75% to Whistler Blackcomb and 25% to Nippon Cable. In addition, based upon the terms of the WB Partnership agreements, the annual distribution rights are non-transferable and transfer of the limited partnership interest is limited to Nippon Cable’s entire interest. Accordingly, the estimate of fair value associated with the noncontrolling interest at the date of acquisition has been determined based on expected underlying cash flows of the WB Partnerships discounted at a rate commensurate with a market participant’s expected rate of return for an equity instrument with these associated restrictions. The following summarizes the purchase consideration and the estimated fair values of the identifiable assets acquired and liabilities assumed at the date the transaction was effective (in thousands, except exchange ratio and share price): (in thousands, except exchange ratio and share price amounts) Acquisition Date Estimated Fair Value Total Whistler Blackcomb shares acquired 38,500 Exchange ratio as of October 14, 2016 0.097294 Total Vail Shares issued to Whistler Blackcomb shareholders 3,746 Vail Resorts closing share price on October 14, 2016 $ 153.41 Total value of Vail Shares issued $ 574,645 Total cash consideration paid at C$17.50 ($13.31 on October 17, 2016) per Whistler Blackcomb share 512,558 Total purchase consideration to Whistler Blackcomb shareholders 1,087,203 Estimated fair value of previously held investment in Whistler Blackcomb 4,308 Estimated fair value of Nippon Cable’s 25% interest in Whistler Blackcomb 180,803 Total estimated purchase consideration $ 1,272,314 Allocation of total estimated purchase consideration: Estimated fair values of assets acquired: Current assets $ 36,820 Property, plant and equipment 332,609 Real estate held for sale and investment 8,216 Goodwill 956,459 Identifiable intangibles 150,681 Deferred income taxes, net 7,992 Other assets 1,973 Current liabilities (74,358 ) Assumed long-term debt (144,922 ) Other long-term liabilities (3,156 ) Net assets acquired $ 1,272,314 During the three months ended October 31, 2017, the Company recorded adjustments in the measurement period to its purchase price allocation which decreased the estimated fair value of noncontrolling interest and season pass holder relationships intangible asset with a corresponding net decrease to goodwill. The estimated fair values of definite-lived and indefinite-lived identifiable intangible assets were determined using significant estimates and assumptions. The estimated fair value and estimated useful lives of identifiable intangible assets, where applicable, are as follows. Estimated Fair Value Weighted Average Amortization Period ($ in thousands) (in years) (1) Trademarks and trade names $ 139,977 n/a Season pass holder relationships 6,596 5 Property management contracts 4,108 n/a Total acquired identifiable intangible assets $ 150,681 (1) Trademarks and trade names and property management contracts are indefinite-lived intangible assets. The excess of the purchase consideration over the aggregate estimated fair values of assets acquired and liabilities assumed was recorded as goodwill. The goodwill recognized is attributable primarily to expected cost efficiencies from the elimination of certain public company costs as well as other select areas of general and administrative functions, synergies (including utilization of the Company’s yield management strategies at Whistler Blackcomb and increased season pass sales and visitation across the Company’s resort portfolio) the assembled workforce of Whistler Blackcomb and other factors. The goodwill is not expected to be deductible for income tax purposes. The operating results of Whistler Blackcomb, which are primarily recorded in the Mountain segment, contributed $0.6 million of net revenue for the three months ended October 31, 2016, prospectively from the acquisition date (acquired on October 17, 2016). The Company recognized $2.6 million of transaction related expenses in Mountain operating expense in the Consolidated Condensed Statements of Operations for the three months ended October 31, 2016. Whistler Blackcomb Pro Forma Financial Information The following presents the unaudited pro forma consolidated financial information of the Company as if the acquisition of Whistler Blackcomb was completed on August 1, 2015. 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) transaction and business integration related costs; (iv) interest expense associated with financing the cash portion of the transaction; and (v) total weighted average shares outstanding related to the acquisition; and excludes the impact of the intercompany loan. This unaudited pro forma financial information is presented for informational purposes only and does not purport to be indicative of the results of future operations or the results that would have occurred had the transaction taken place on August 1, 2015 (in thousands, except per share amounts). Three Months Ended October 31, 2016 Pro forma net revenue $ 200,929 Pro forma net loss attributable to Vail Resorts, Inc. $ (67,678 ) Pro forma basic net loss per share attributable to Vail Resorts, Inc. $ (1.69 ) Pro forma diluted net loss per share attributable to Vail Resorts, Inc. $ (1.69 ) |
Supplementary Balance Sheet Inf
Supplementary Balance Sheet Information | 3 Months Ended |
Oct. 31, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |
Supplementary Balance Sheet Information | Supplementary Balance Sheet Information The composition of property, plant and equipment follows (in thousands): October 31, 2017 July 31, 2017 October 31, 2016 Land and land improvements $ 550,627 $ 553,655 $ 530,634 Buildings and building improvements 1,186,731 1,210,864 1,157,546 Machinery and equipment 985,639 987,080 954,722 Furniture and fixtures 284,815 280,292 291,141 Software 111,440 108,048 106,901 Vehicles 59,600 59,596 64,344 Construction in progress 77,512 49,359 82,895 Gross property, plant and equipment 3,256,364 3,248,894 3,188,183 Accumulated depreciation (1,561,672 ) (1,534,740 ) (1,489,096 ) Property, plant and equipment, net $ 1,694,692 $ 1,714,154 $ 1,699,087 The composition of accounts payable and accrued liabilities follows (in thousands): October 31, 2017 July 31, 2017 October 31, 2016 Trade payables $ 103,540 $ 71,558 $ 90,773 Deferred revenue 407,848 240,096 328,009 Accrued salaries, wages and deferred compensation 19,699 44,869 29,544 Accrued benefits 30,317 32,505 28,564 Deposits 21,017 23,742 18,418 Other liabilities 48,046 54,899 47,615 Total accounts payable and accrued liabilities $ 630,467 $ 467,669 $ 542,923 The composition of other long-term liabilities follows (in thousands): October 31, 2017 July 31, 2017 October 31, 2016 Private club deferred initiation fee revenue $ 117,151 $ 118,417 $ 120,546 Unfavorable lease obligation, net 23,922 24,664 27,284 Other long-term liabilities 149,347 158,655 124,479 Total other long-term liabilities $ 290,420 $ 301,736 $ 272,309 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Oct. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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. The table below summarizes the Company’s cash equivalents, Contingent Consideration and Interest Rate Swap measured at estimated fair value (all other assets and liabilities measured at fair value are immaterial) (in thousands). Estimated Fair Value Measurement as of October 31, 2017 Description Total Level 1 Level 2 Level 3 Assets: Money Market $ 3,010 $ 3,010 $ — $ — Commercial Paper $ 2,401 $ — $ 2,401 $ — Certificates of Deposit $ 2,406 $ — $ 2,406 $ — Liabilities: Contingent Consideration $ 23,754 $ — $ — $ 23,754 Estimated Fair Value Measurement as of July 31, 2017 Description Total Level 1 Level 2 Level 3 Assets: Money Market $ 3,008 $ 3,008 $ — $ — Commercial Paper $ 2,401 $ — $ 2,401 $ — Certificates of Deposit $ 2,403 $ — $ 2,403 $ — Interest Rate Swap $ 236 $ — $ 236 $ — Liabilities: Contingent Consideration $ 27,400 $ — $ — $ 27,400 Estimated Fair Value Measurement as of October 31, 2016 Description Total Level 1 Level 2 Level 3 Assets: Money Market $ 3,001 $ 3,001 $ — $ — Commercial Paper $ 2,401 $ — $ 2,401 $ — Certificates of Deposit $ 2,403 $ — $ 2,403 $ — Liabilities: Contingent Consideration $ 11,400 $ — $ — $ 11,400 Interest Rate Swap $ 1,990 $ — $ 1,990 $ — The Company’s cash equivalents and Interest Rate Swap are measured utilizing quoted market prices or pricing models whereby all significant inputs are either observable or corroborated by observable market data. The Interest Rate Swap was an instrument assumed in the Whistler Blackcomb acquisition that was a C$125.0 million fixed swap on the floating interest rate for the assumed Whistler Credit Agreement, and was originally set to expire in September 2020 . However, the Company settled the Interest Rate Swap in September 2017 and therefore no longer utilized an Interest Rate Swap as of October 31, 2017. Interest Rate Swap settlements and changes in estimated fair value are recognized in interest expense, net on the Consolidated Condensed Statement of Operations. The changes in Contingent Consideration during the three months ended October 31, 2017 and 2016 were as follows (in thousands): Balance as of July 31, 2017 and 2016, respectively $ 27,400 $ 11,100 Payments (3,646 ) — Change in estimated fair value — 300 Balance as of October, 2017 and 2016, respectively $ 23,754 $ 11,400 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 10.2%, volatility of 16.0% 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 year performance would result in a change in the estimated fair value within the range of approximately $4.5 million to $6.5 million . Contingent Consideration is classified as a liability, and therefore the liability is remeasured to fair value at each reporting date until the contingency is resolved. During the three months ended October 31, 2017 , the Company made a payment to the landlord for Contingent Consideration of approximately $3.6 million , resulting in an estimated fair value of the Contingent Consideration of approximately $23.8 million , which is reflected in other long-term liabilities in the Consolidated Condensed Balance Sheet. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Oct. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 October 31, 2017 , July 31, 2017 and October 31, 2016 , 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 October 31, 2017 , the Company had various other letters of credit totaling $65.5 million , consisting of $53.4 million to support the Employee Housing Bonds and $12.1 million for workers’ compensation, general liability construction related deductibles and other activities. The Company also had surety bonds of $9.3 million as of October 31, 2017 , primarily to provide collateral for its 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. 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 6, 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 October 31, 2017 , July 31, 2017 and October 31, 2016 , the accruals for the above loss contingencies were not material individually or in the aggregate. |
Segment Information
Segment Information | 3 Months Ended |
Oct. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | 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, CME 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 (loss), 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. 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 October 31, 2017 2016 Net revenue: Lift $ 25,468 $ 21,426 Ski school 4,438 3,851 Dining 18,302 13,368 Retail/rental 45,407 36,479 Other 54,510 35,643 Total Mountain net revenue 148,125 110,767 Lodging 72,089 67,402 Total Resort net revenue 220,214 178,169 Real Estate 636 96 Total net revenue $ 220,850 $ 178,265 Segment operating expense: Mountain $ 207,084 $ 168,253 Lodging 67,734 64,080 Resort 274,818 232,333 Real Estate 1,691 1,485 Total segment operating expense $ 276,509 $ 233,818 Gain on sale of real property $ — $ 6,466 Mountain equity investment income, net $ 522 $ 832 Reported EBITDA: Mountain $ (58,437 ) $ (56,654 ) Lodging 4,355 3,322 Resort (54,082 ) (53,332 ) Real Estate (1,055 ) 5,077 Total Reported EBITDA $ (55,137 ) $ (48,255 ) Real estate held for sale and investment $ 102,697 $ 116,852 Reconciliation to net loss attributable to Vail Resorts, Inc.: Total Reported EBITDA $ (55,137 ) $ (48,255 ) Depreciation and amortization (48,624 ) (40,581 ) Change in estimated fair value of contingent consideration — (300 ) Gain (loss) on disposal of fixed assets, net 567 (550 ) Investment income and other, net 383 4,523 Foreign currency loss on intercompany loans (7,346 ) — Interest expense, net (15,174 ) (11,964 ) Loss before benefit from income taxes (125,331 ) (97,127 ) Benefit from income taxes 93,404 33,509 Net loss (31,927 ) (63,618 ) Net loss attributable to noncontrolling interests 3,542 1,031 Net loss attributable to Vail Resorts, Inc. $ (28,385 ) $ (62,587 ) |
Share Repurchase Program
Share Repurchase Program | 3 Months Ended |
Oct. 31, 2017 | |
Payments for Repurchase of Equity [Abstract] | |
Share Repurchase Program | Share Repurchase Program On March 9, 2006, the Company’s Board of Directors approved a share repurchase program, authorizing the Company to repurchase up to 3,000,000 Vail Shares. On July 16, 2008, the Company’s Board of Directors increased the authorization by an additional 3,000,000 Vail Shares, and on December 4, 2015, the Company’s Board of Directors increased the authorization by an additional 1,500,000 Vail Shares for a total authorization to repurchase up to 7,500,000 total shares. The Company did not repurchase any Vail Shares during either of the three months ended October 31, 2017 or 2016. Since inception of its share repurchase program through October 31, 2017 , the Company has repurchased 5,436,294 Vail Shares for $247.2 million . As of October 31, 2017 , 2,063,706 Vail Shares remained available to repurchase under the existing share repurchase program, which has no expiration date. Vail Shares purchased pursuant to the repurchase program will be held as treasury shares and may be used for the issuance of Vail Shares under the Company’s employee share award plan. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Oct. 31, 2017 | |
Accounting Policies [Abstract] | |
Consolidated Financial Statements Policy [Table Text Block] | 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, 2017 . 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, 2017 was derived from audited financial statements. The Consolidated Condensed Statement of Operations for the three months ended October 31, 2016 has been revised to separately disclose revenues and costs from retail and dining operations, as well as general and administrative costs. Retail and dining revenues were previously included within Mountain and Lodging revenues, and the related costs were previously included in Mountain and Lodging operating costs. Management considers the change in presentation of its Consolidated Condensed Statement of Operations to be immaterial to the period presented. There is no change to previously reported total net revenue, operating expense, loss from operations, net loss attributable to Vail Resorts, Inc., per share amounts or segment results. |
Use of Estimates | 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. |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Instruments— The recorded amounts for cash and cash equivalents, receivables, other current assets, and accounts payable and accrued liabilities approximate fair value due to their short-term nature. The fair value of amounts outstanding under the Vail Holdings Credit Agreement revolver and term loan, Whistler Credit Agreement revolver and the Employee Housing Bonds (all as defined in Note 4, Long-Term Debt) approximate book value due to the variable nature of the interest rate, which is a market rate, associated with the debt. |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | Recently Issued Accounting Standards Adopted Standards In March 2016, the FASB issued ASU No. 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” The new guidance requires companies to record all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement when the awards vest or are settled, as applicable, rather than within additional paid in capital which was required under the previous guidance. The guidance also requires companies to present excess tax benefits as an operating activity and cash paid to a taxing authority to satisfy employee statutory withholding as a financing activity on the statement of cash flows. Additionally, the guidance allows companies to make a policy election to account for forfeitures either upon occurrence or by estimating forfeitures. The Company adopted this standard on August 1, 2017, and will prospectively record excess tax benefits and deficiencies within the provision or benefit for income taxes on its Consolidated Condensed Statements of Operations when stock-based compensation awards vest or are exercised. The Company expects this will increase volatility of the provision or benefit for income taxes as the amount of excess tax benefits or deficiencies from stock-based compensation awards are dependent on the Company’s stock price at the date the awards vest or are exercised. As a result of adopting this provision of the standard, the Company recorded $51.8 million of excess tax benefits within benefit from income taxes on its Consolidated Condensed Statement of Operations for the three months ended October 31, 2017 (or $1.29 per diluted share) resulting from vesting and exercises of equity awards during the quarter. As of August 1, 2017, the Company prospectively presented excess tax benefits as operating activities on its Consolidated Condensed Statement of Cash Flows for the three months ended October 31, 2017. Additionally, the Company has elected to record actual forfeitures for recording stock-based compensation expense when they occur, rather than estimate expected forfeitures, which did not have a material impact to the Consolidated Condensed Statement of Operations for the three months ended October 31, 2017. In accordance with the disclosure provisions of the new guidance, the Company retrospectively adopted the new presentation. Cash paid to taxing authorities on an employee’s behalf was changed to be classified as a financing activity in the Consolidated Condensed Statements of Cash Flows, which resulted in a $11.5 million decrease to cash provided by financing activities with a corresponding increase to cash provided by operating activities for the three months ended October 31, 2016, as shown below (in thousands). Three Months Ended October 31, 2016 Previously Reported (Previous Guidance) Tax Payments Change Revised Reported (New Guidance) Cash flows provided by operating activities $ 45,503 $ 11,524 $ 57,027 Cash flows used in investing activities (no change) (550,161 ) — (550,161 ) Cash flows provided by financing activities 543,441 (11,524 ) 531,917 Effect of exchange rate changes (no change) 71 — 71 Net increase in cash and cash equivalents $ 38,854 $ — $ 38,854 |
Accounting Standards Being Evaluated | 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 May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” which supersedes the revenue recognition requirements in Accounting Standards Codification 605, “Revenue Recognition.” 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 has issued several amendments, which do not change the core principle of the guidance and are intended to clarify and improve understanding of certain topics included within the revenue standard. This standard will be effective for the first interim period within fiscal years beginning after December 15, 2017 (the Company’s first quarter of fiscal 2019), using one of two retrospective application methods. The Company will not early adopt this standard and is evaluating the impacts, if any, the adoption of this accounting standard will have on the Company’s financial position or results of operations and cash flows and related disclosures and is determining the appropriate transition method. 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 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. 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 is evaluating the impacts of the standard beyond accounting, including system, data and process changes required to comply with the standard. |
Net Income Per Common Share (Ta
Net Income Per Common Share (Tables) | 3 Months Ended |
Oct. 31, 2017 | |
Earnings Per Share Reconciliation [Abstract] | |
Summary of Calculation of Basic And Diluted EPS | Presented below is basic and diluted EPS for the three months ended October 31, 2017 and 2016 (in thousands, except per share amounts): Three Months Ended October 31, 2017 2016 Basic Diluted Basic Diluted Net loss per share: Net loss attributable to Vail Resorts $ (28,385 ) $ (28,385 ) $ (62,587 ) $ (62,587 ) Weighted-average Vail Shares outstanding 40,147 40,147 36,766 36,766 Weighted-average Exchangeco Shares outstanding 64 64 68 68 Total Weighted-average shares outstanding 40,211 40,211 36,834 36,834 Effect of dilutive securities — — — — Total shares 40,211 40,211 36,834 36,834 Net loss per share attributable to Vail Resorts $ (0.71 ) $ (0.71 ) $ (1.70 ) $ (1.70 ) 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 1.3 million and 1.7 million for the three months ended October 31, 2017 and 2016 , respectively. |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Oct. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule Of Long-Term Debt | Long-term debt, net as of October 31, 2017 , July 31, 2017 and October 31, 2016 is summarized as follows (in thousands): Maturity October 31, 2017 July 31, 2017 October 31, 2016 Vail Holdings Credit Agreement term loan (a) 2021 $ 712,500 $ 721,875 $ 750,000 Vail Holdings Credit Agreement revolver (a) 2021 95,000 50,000 135,000 Whistler Credit Agreement revolver (b) 2022 104,625 113,119 142,103 Employee housing bonds 2027-2039 52,575 52,575 52,575 Canyons obligation 2063 330,217 328,786 324,521 Other 2024-2028 9,743 10,166 10,617 Total debt 1,304,660 1,276,521 1,414,816 Less: Unamortized debt issuance costs 3,913 4,100 4,663 Less: Current maturities (c) 38,422 38,397 38,374 Long-term debt, net $ 1,262,325 $ 1,234,024 $ 1,371,779 (a) On October 14, 2016 , in order to finance the cash portion of the consideration and payment of associated fees and expenses of the Whistler Blackcomb acquisition (see Note 5, Acquisitions), the Company’s wholly owned subsidiary, Vail Holdings, Inc. (“VHI”), entered into the Second Amendment to the Seventh Amended and Restated Credit Agreement, dated as of May 1, 2015 (the “Vail Holdings Credit Agreement”), with Bank of America, N.A., as administrative agent, and other lenders named therein, through which these lenders provided an additional $509.4 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 October 14, 2021 (the “Amendment”). The Vail Holdings Credit Agreement consists of a $400.0 million revolving credit facility and a $750.0 million term loan facility. The other material terms of the Vail Holdings Credit Agreement were not altered by the Amendment. Borrowings under the Vail Holdings Credit Agreement, including the term loan facility, bear interest annually at the rate of LIBOR plus 1.25% ( 2.49% , as of October 31, 2017), and interest payments are due monthly. Additionally, the term loan facility is subject to quarterly principal payments of approximately $9.4 million, which began on January 31, 2017. Final payment of the remaining principal outstanding plus accrued and unpaid interest is due upon maturity in October 2021. 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. (b) The WB Partnerships (as defined in Note 5, Acquisitions) are party to a credit agreement, dated as of November 12, 2013 (as amended, the “Whistler Credit Agreement”), by and among Whistler Mountain Resort Limited Partnership (“Whistler LP”), Blackcomb Skiing Enterprises Limited Partnership (“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, and during the three months ended October 31, 2017, the Company exercised its right under the Whistler Credit Agreement, with the consent of the lender parties thereto, to extend the maturity date for the Whistler Credit Agreement from November 12, 2021 to November 12, 2022 . No other 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 October 31, 2017, 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 October 31, 2017 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 3.11% ). The Whistler Credit Agreement also includes a quarterly unused commitment fee based on the Consolidated Total Leverage Ratio, which as of October 31, 2017 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) Current maturities represent principal payments due in the next 12 months. |
Schedule Of Aggregate Maturities For Debt Outstanding | Aggregate maturities of debt outstanding as of October 31, 2017 reflected by fiscal year (August 1 through July 31) are as follows (in thousands): Total 2018 (November 2017 through July 2018) $ 28,599 2019 38,455 2020 38,516 2021 38,580 2022 772,648 Thereafter 387,862 Total debt $ 1,304,660 |
Acquisitions Acquisitions (Tabl
Acquisitions Acquisitions (Tables) | 3 Months Ended |
Oct. 31, 2017 | |
Business Acquisition [Line Items] | |
Business Acquisition, Pro Forma Information [Table Text Block] | The following presents the unaudited pro forma consolidated financial information of the Company as if the acquisition of Whistler Blackcomb was completed on August 1, 2015. 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) transaction and business integration related costs; (iv) interest expense associated with financing the cash portion of the transaction; and (v) total weighted average shares outstanding related to the acquisition; and excludes the impact of the intercompany loan. This unaudited pro forma financial information is presented for informational purposes only and does not purport to be indicative of the results of future operations or the results that would have occurred had the transaction taken place on August 1, 2015 (in thousands, except per share amounts). Three Months Ended October 31, 2016 Pro forma net revenue $ 200,929 Pro forma net loss attributable to Vail Resorts, Inc. $ (67,678 ) Pro forma basic net loss per share attributable to Vail Resorts, Inc. $ (1.69 ) Pro forma diluted net loss per share attributable to Vail Resorts, Inc. $ (1.69 ) |
Whistler Blackcomb [Member] | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Whistler Blackcomb On October 17, 2016 , the Company, through Exchangeco, acquired all of the outstanding common shares of Whistler Blackcomb, for aggregate purchase consideration paid to Whistler Blackcomb shareholders of $1.09 billion . The consideration paid consisted of (i) approximately C$673.8 million ( $512.6 million ) in cash (or C$17.50 per Whistler Blackcomb share), (ii) 3,327,719 Vail Shares and (iii) 418,095 Exchangeco Shares. Each Exchangeco Share is exchangeable by the holder thereof for one Vail Share (subject to customary adjustments for stock splits or other reorganizations). In addition, the Company may require all outstanding Exchangeco Shares to be exchanged into an equal number of Vail Shares upon the occurrence of certain events and at any time following the seventh anniversary of the closing of the acquisition. While outstanding, holders of Exchangeco Shares are entitled to cast votes on matters for which holders of Vail Shares are entitled to vote and are entitled to receive dividends economically equivalent to the dividends declared by the Company with respect to the Vail Shares. Whistler Blackcomb owns a 75% interest in each of Whistler LP and Blackcomb LP (the “WB Partnerships”), which together operate Whistler Blackcomb Resort, a year round mountain resort in British Columbia, Canada with a comprehensive offering of recreational activities, including both snow sports and summer activities. The remaining 25% limited partnership interest in each of the WB Partnerships is owned by Nippon Cable Co. Ltd. (“Nippon Cable”), an unrelated party to the Company. The WB Partnerships hold land leases and rights-of-way under long-term agreements with the government of the province of British Columbia, Canada within the traditional territory of the Squamish and Lil’wat Nations, which provide for the use of land at Whistler Mountain and Blackcomb Mountain. The Company executed forward contracts for the underlying Canadian dollar cash consideration to economically hedge the risk associated with the U.S. dollar to Canadian dollar exchange rates. The Company’s total cost was $509.2 million to accumulate C$673.8 million which was required for the cash component of the purchase consideration. The estimated fair value of the Canadian dollars was approximately $512.6 million upon settlement. Accordingly, the Company realized a gain of $3.4 million on foreign currency exchange rate changes during the three months ended October 31, 2016. The gain on foreign currency is a separate transaction as it primarily benefited the Company and therefore the Company recorded this gain within Investment income and other, net in its Consolidated Condensed Statements of Operations. The estimated fair value of $512.6 million is considered the cash component of the purchase consideration. The Company held shares of Whistler Blackcomb common stock prior to the acquisition and, as such, the acquisition-date estimated fair value of this previously held investment was a component of the purchase consideration. Based on the acquisition-date estimated fair value of this investment of $4.3 million , the Company recorded a gain of $0.8 million within Investment income and other, net in its Consolidated Condensed Statements of Operations during the three months ended October 31, 2016. Nippon Cable’s 25% limited partnership interest is a noncontrolling economic interest containing certain protective rights and no ability to participate in the day to day operations of the WB Partnerships. The WB Partnership agreements provide that distributions made out of the partnerships be made on the basis of 75% to Whistler Blackcomb and 25% to Nippon Cable. In addition, based upon the terms of the WB Partnership agreements, the annual distribution rights are non-transferable and transfer of the limited partnership interest is limited to Nippon Cable’s entire interest. Accordingly, the estimate of fair value associated with the noncontrolling interest at the date of acquisition has been determined based on expected underlying cash flows of the WB Partnerships discounted at a rate commensurate with a market participant’s expected rate of return for an equity instrument with these associated restrictions. The following summarizes the purchase consideration and the estimated fair values of the identifiable assets acquired and liabilities assumed at the date the transaction was effective (in thousands, except exchange ratio and share price): (in thousands, except exchange ratio and share price amounts) Acquisition Date Estimated Fair Value Total Whistler Blackcomb shares acquired 38,500 Exchange ratio as of October 14, 2016 0.097294 Total Vail Shares issued to Whistler Blackcomb shareholders 3,746 Vail Resorts closing share price on October 14, 2016 $ 153.41 Total value of Vail Shares issued $ 574,645 Total cash consideration paid at C$17.50 ($13.31 on October 17, 2016) per Whistler Blackcomb share 512,558 Total purchase consideration to Whistler Blackcomb shareholders 1,087,203 Estimated fair value of previously held investment in Whistler Blackcomb 4,308 Estimated fair value of Nippon Cable’s 25% interest in Whistler Blackcomb 180,803 Total estimated purchase consideration $ 1,272,314 Allocation of total estimated purchase consideration: Estimated fair values of assets acquired: Current assets $ 36,820 Property, plant and equipment 332,609 Real estate held for sale and investment 8,216 Goodwill 956,459 Identifiable intangibles 150,681 Deferred income taxes, net 7,992 Other assets 1,973 Current liabilities (74,358 ) Assumed long-term debt (144,922 ) Other long-term liabilities (3,156 ) Net assets acquired $ 1,272,314 During the three months ended October 31, 2017, the Company recorded adjustments in the measurement period to its purchase price allocation which decreased the estimated fair value of noncontrolling interest and season pass holder relationships intangible asset with a corresponding net decrease to goodwill. The estimated fair values of definite-lived and indefinite-lived identifiable intangible assets were determined using significant estimates and assumptions. The estimated fair value and estimated useful lives of identifiable intangible assets, where applicable, are as follows. Estimated Fair Value Weighted Average Amortization Period ($ in thousands) (in years) (1) Trademarks and trade names $ 139,977 n/a Season pass holder relationships 6,596 5 Property management contracts 4,108 n/a Total acquired identifiable intangible assets $ 150,681 (1) Trademarks and trade names and property management contracts are indefinite-lived intangible assets. The excess of the purchase consideration over the aggregate estimated fair values of assets acquired and liabilities assumed was recorded as goodwill. The goodwill recognized is attributable primarily to expected cost efficiencies from the elimination of certain public company costs as well as other select areas of general and administrative functions, synergies (including utilization of the Company’s yield management strategies at Whistler Blackcomb and increased season pass sales and visitation across the Company’s resort portfolio) the assembled workforce of Whistler Blackcomb and other factors. The goodwill is not expected to be deductible for income tax purposes. The operating results of Whistler Blackcomb, which are primarily recorded in the Mountain segment, contributed $0.6 million of net revenue for the three months ended October 31, 2016, prospectively from the acquisition date (acquired on October 17, 2016). The Company recognized $2.6 million of transaction related expenses in Mountain operating expense in the Consolidated Condensed Statements of Operations for the three months ended October 31, 2016. |
Supplementary Balance Sheet I22
Supplementary Balance Sheet Information (Tables) | 3 Months Ended |
Oct. 31, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |
Composition Of Property, Plant And Equipment | The composition of property, plant and equipment follows (in thousands): October 31, 2017 July 31, 2017 October 31, 2016 Land and land improvements $ 550,627 $ 553,655 $ 530,634 Buildings and building improvements 1,186,731 1,210,864 1,157,546 Machinery and equipment 985,639 987,080 954,722 Furniture and fixtures 284,815 280,292 291,141 Software 111,440 108,048 106,901 Vehicles 59,600 59,596 64,344 Construction in progress 77,512 49,359 82,895 Gross property, plant and equipment 3,256,364 3,248,894 3,188,183 Accumulated depreciation (1,561,672 ) (1,534,740 ) (1,489,096 ) Property, plant and equipment, net $ 1,694,692 $ 1,714,154 $ 1,699,087 |
Components Of Accounts Payable And Accrued Liabilities | The composition of accounts payable and accrued liabilities follows (in thousands): October 31, 2017 July 31, 2017 October 31, 2016 Trade payables $ 103,540 $ 71,558 $ 90,773 Deferred revenue 407,848 240,096 328,009 Accrued salaries, wages and deferred compensation 19,699 44,869 29,544 Accrued benefits 30,317 32,505 28,564 Deposits 21,017 23,742 18,418 Other liabilities 48,046 54,899 47,615 Total accounts payable and accrued liabilities $ 630,467 $ 467,669 $ 542,923 |
Components Of Other Long-Term Liabilities | The composition of other long-term liabilities follows (in thousands): October 31, 2017 July 31, 2017 October 31, 2016 Private club deferred initiation fee revenue $ 117,151 $ 118,417 $ 120,546 Unfavorable lease obligation, net 23,922 24,664 27,284 Other long-term liabilities 149,347 158,655 124,479 Total other long-term liabilities $ 290,420 $ 301,736 $ 272,309 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Oct. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Summary Of Cash Equivalents Measured At Fair Value | The table below summarizes the Company’s cash equivalents, Contingent Consideration and Interest Rate Swap measured at estimated fair value (all other assets and liabilities measured at fair value are immaterial) (in thousands). Estimated Fair Value Measurement as of October 31, 2017 Description Total Level 1 Level 2 Level 3 Assets: Money Market $ 3,010 $ 3,010 $ — $ — Commercial Paper $ 2,401 $ — $ 2,401 $ — Certificates of Deposit $ 2,406 $ — $ 2,406 $ — Liabilities: Contingent Consideration $ 23,754 $ — $ — $ 23,754 Estimated Fair Value Measurement as of July 31, 2017 Description Total Level 1 Level 2 Level 3 Assets: Money Market $ 3,008 $ 3,008 $ — $ — Commercial Paper $ 2,401 $ — $ 2,401 $ — Certificates of Deposit $ 2,403 $ — $ 2,403 $ — Interest Rate Swap $ 236 $ — $ 236 $ — Liabilities: Contingent Consideration $ 27,400 $ — $ — $ 27,400 Estimated Fair Value Measurement as of October 31, 2016 Description Total Level 1 Level 2 Level 3 Assets: Money Market $ 3,001 $ 3,001 $ — $ — Commercial Paper $ 2,401 $ — $ 2,401 $ — Certificates of Deposit $ 2,403 $ — $ 2,403 $ — Liabilities: Contingent Consideration $ 11,400 $ — $ — $ 11,400 Interest Rate Swap $ 1,990 $ — $ 1,990 $ — |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Oct. 31, 2017 | |
Segment Reporting [Abstract] | |
Summary Of Financial Information By Reportable Segment | 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 October 31, 2017 2016 Net revenue: Lift $ 25,468 $ 21,426 Ski school 4,438 3,851 Dining 18,302 13,368 Retail/rental 45,407 36,479 Other 54,510 35,643 Total Mountain net revenue 148,125 110,767 Lodging 72,089 67,402 Total Resort net revenue 220,214 178,169 Real Estate 636 96 Total net revenue $ 220,850 $ 178,265 Segment operating expense: Mountain $ 207,084 $ 168,253 Lodging 67,734 64,080 Resort 274,818 232,333 Real Estate 1,691 1,485 Total segment operating expense $ 276,509 $ 233,818 Gain on sale of real property $ — $ 6,466 Mountain equity investment income, net $ 522 $ 832 Reported EBITDA: Mountain $ (58,437 ) $ (56,654 ) Lodging 4,355 3,322 Resort (54,082 ) (53,332 ) Real Estate (1,055 ) 5,077 Total Reported EBITDA $ (55,137 ) $ (48,255 ) Real estate held for sale and investment $ 102,697 $ 116,852 Reconciliation to net loss attributable to Vail Resorts, Inc.: Total Reported EBITDA $ (55,137 ) $ (48,255 ) Depreciation and amortization (48,624 ) (40,581 ) Change in estimated fair value of contingent consideration — (300 ) Gain (loss) on disposal of fixed assets, net 567 (550 ) Investment income and other, net 383 4,523 Foreign currency loss on intercompany loans (7,346 ) — Interest expense, net (15,174 ) (11,964 ) Loss before benefit from income taxes (125,331 ) (97,127 ) Benefit from income taxes 93,404 33,509 Net loss (31,927 ) (63,618 ) Net loss attributable to noncontrolling interests 3,542 1,031 Net loss attributable to Vail Resorts, Inc. $ (28,385 ) $ (62,587 ) |
Summary of Significant Accoun25
Summary of Significant Accounting Policies Recently Issued Accounting Standards (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Oct. 31, 2017 | Oct. 31, 2016 | |
Recently Issued Accounting Standards [Abstract] | ||
Excess Tax Benefit from Share-based Compensation, Operating Activities | $ 51,804 | $ 6,290 |
Impact of Excess Tax Benefits on EPS | $ 1.29 | |
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | $ 69,480 | $ 11,524 |
Net Income Per Common Share Net
Net Income Per Common Share Net Income per Common Share (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 10, 2018 | Dec. 27, 2017 | Dec. 06, 2017 | Oct. 31, 2017 | Oct. 31, 2016 | Jul. 31, 2017 |
Anti-dilutive securities (in shares) | 1,300,000 | 1,700,000 | ||||
Cash dividends declared per share | $ 1.053 | $ 0.810 | ||||
Payments of Dividends | $ 42,603 | $ 29,390 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 | |||
Scenario, Forecast [Member] | ||||||
Cash dividends declared per share | $ 1.053 | |||||
Dividends Payable, Date to be Paid | Jan. 10, 2018 | |||||
Dividends Payable, Date of Record | Dec. 27, 2017 | |||||
Common Stock [Member] | ||||||
Stock Issued During Period, Shares, New Issues | 3,327,719 | |||||
Exchangeable Shares [Member] | ||||||
Stock Issued During Period, Shares, New Issues | 418,095 |
Net Income Per Common Share (Su
Net Income Per Common Share (Summary of Calculation of Basic and Diluted EPS) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Oct. 31, 2017 | Oct. 31, 2016 | |
Net loss attributable to Vail Resorts, Inc. | $ (28,385) | $ (62,587) |
Weighted-average Vail Resorts shares outstanding | 40,147 | 36,766 |
Weighted-average Exchangeco shares outstanding | 64 | 68 |
Total Weighted-average shares outstanding | 40,211 | 36,834 |
Effect of dilutive securities | 0 | 0 |
Weighted Average Number of Shares Outstanding, Diluted | 40,211 | 36,834 |
Basic net loss per share attributable to Vail Resorts, Inc. | $ (0.71) | $ (1.70) |
Diluted net loss per share attributable to Vail Resorts, Inc. | $ (0.71) | $ (1.70) |
Long-Term Debt Long-Term Debt (
Long-Term Debt Long-Term Debt (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Oct. 31, 2017 | Oct. 31, 2016 | Jul. 31, 2017 | |
Gross interest expense | $ 15,200 | $ 12,000 | |
Long-term Debt | 1,304,660 | 1,414,816 | $ 1,276,521 |
Amortization of deferred financing costs | 300 | 200 | |
Intercompany Foreign Currency Balance, Amount | 210,000 | ||
Unamortized Debt Issuance Expense | 3,913 | 4,663 | 4,100 |
Foreign currency loss on intercompany loans (Note 4) | $ (7,346) | 0 | |
Term Loan [Member] | |||
Line of Credit Facility, Initiation Date | Oct. 14, 2016 | ||
Line of Credit Facility, Increase (Decrease), Net | 509,400 | ||
Debt Instrument, Maturity Date | Oct. 14, 2021 | ||
Long-term Line of Credit | $ 750,000 | ||
Long-term Debt | $ 712,500 | 750,000 | 721,875 |
Debt Instrument, Interest Rate, Stated Percentage | 2.49% | ||
Long-term Debt, Description | the term loan facility is subject to quarterly principal payments of approximately $9.4 million, which began on January 31, 2017. Final payment of the remaining principal outstanding plus accrued and unpaid interest is due upon maturity in October 2021. | ||
Credit Facility Revolver [Member] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 400,000 | ||
Long-term Debt | $ 95,000 | 135,000 | 50,000 |
Whistler Credit Agreement revolver [Member] | |||
Line of Credit Facility, Initiation Date | Nov. 12, 2013 | ||
Debt Instrument, Maturity Date | Nov. 12, 2022 | ||
Long-term Debt | $ 104,625 | $ 142,103 | $ 113,119 |
Debt Instrument, Interest Rate, Stated Percentage | 3.11% | ||
Long-term Debt, Description | 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 October 31, 2017, 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 | ||
Debt Instrument, Unused Borrowing Capacity, Fee | 0.3937% | ||
Canada, Dollars | Whistler Credit Agreement revolver [Member] | |||
Line of Credit Facility, Remaining Borrowing Capacity | $ 75,000 | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 300,000 |
Long-Term Debt (Schedule Of Deb
Long-Term Debt (Schedule Of Debt Instruments) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Oct. 31, 2017 | Jul. 31, 2017 | Oct. 31, 2016 | |
Total debt | $ 1,304,660 | $ 1,276,521 | $ 1,414,816 |
Unamortized Debt Issuance Expense | 3,913 | 4,100 | 4,663 |
Long-term debt due within one year (Note 4) | 38,422 | 38,397 | 38,374 |
Long-term debt, net (Note 4) | 1,262,325 | 1,234,024 | 1,371,779 |
Credit Facility Revolver [Member] | |||
Total debt | $ 95,000 | 50,000 | 135,000 |
Fiscal year maturity | 2,021 | ||
Whistler Credit Agreement revolver [Member] | |||
Total debt | $ 104,625 | 113,119 | 142,103 |
Fiscal year maturity | 2,022 | ||
Term Loan [Member] | |||
Total debt | $ 712,500 | 721,875 | 750,000 |
Fiscal year maturity | 2,021 | ||
Employee Housing Bonds [Member] | |||
Total debt | $ 52,575 | 52,575 | 52,575 |
Canyons Obligation [Member] | |||
Total debt | $ 330,217 | 328,786 | 324,521 |
Fiscal year maturity | 2,063 | ||
Other [Member] | |||
Total debt | $ 9,743 | $ 10,166 | $ 10,617 |
Maximum [Member] | Employee Housing Bonds [Member] | |||
Fiscal year maturity, end | Dec. 31, 2039 | ||
Maximum [Member] | Other [Member] | |||
Fiscal year maturity, end | Dec. 31, 2028 | ||
Minimum [Member] | Employee Housing Bonds [Member] | |||
Fiscal year maturity, start | Dec. 31, 2027 | ||
Minimum [Member] | Other [Member] | |||
Fiscal year maturity, start | Dec. 31, 2024 |
Long-Term Debt (Schedule Of Agg
Long-Term Debt (Schedule Of Aggregate Maturities For Debt Outstanding) (Details) - USD ($) $ in Thousands | Oct. 31, 2017 | Jul. 31, 2017 | Oct. 31, 2016 |
Debt Instrument [Line Items] | |||
2018 (November 2017 through July 2018) | $ 28,599 | ||
2,019 | 38,455 | ||
2,020 | 38,516 | ||
2,021 | 38,580 | ||
2,022 | 772,648 | ||
Thereafter | 387,862 | ||
Total debt | $ 1,304,660 | $ 1,276,521 | $ 1,414,816 |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Details) $ / shares in Units, $ in Thousands, CAD in Millions | 3 Months Ended | |||||
Oct. 31, 2017USD ($)$ / shares | Jul. 31, 2017USD ($) | Oct. 31, 2016USD ($)shares | Oct. 31, 2016CADshares | Oct. 17, 2016USD ($)$ / shares | Oct. 14, 2016$ / shares | |
Payments to Acquire Businesses, Net of Cash Acquired | $ 1,356 | $ 512,348 | ||||
Stowe [Member] | ||||||
Business Acquisition, Effective Date of Acquisition | Jun. 7, 2017 | |||||
Business Combination, Consideration Transferred | $ 40,700 | |||||
Whistler Blackcomb [Member] | ||||||
Shares Purchased to Acquire Business | shares | 38,500,000 | 38,500,000 | ||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 3,746,000 | 3,746,000 | ||||
Business Acquisition, Effective Date of Acquisition | Oct. 17, 2016 | Oct. 17, 2016 | ||||
Noncontrolling Interest, Ownership Percentage by Parent | 75.00% | |||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 25.00% | |||||
United States of America, Dollars | Whistler Blackcomb [Member] | ||||||
Business Combination, Consideration Transferred | $ 1,087,203 | |||||
Business Acquisition, Share Price | $ / shares | $ 13.31 | |||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 600 | |||||
Business Combination, Consideration Transferred | 512,558 | |||||
Business Combination, Consideration Transferred, Other | 4,308 | |||||
Total Estimated Purchase Consideration | $ 1,272,314 | |||||
Realized Investment Gains (Losses) | 800 | |||||
Payments to Acquire Businesses, Gross | 509,200 | |||||
Foreign Currency Transaction Gain (Loss), Realized | 3,400 | |||||
Business Acquisition, Transaction Costs | $ 2,600 | |||||
Share Price | $ / shares | $ 153.41 | |||||
Canada, Dollars | Whistler Blackcomb [Member] | ||||||
Business Acquisition, Share Price | $ / shares | $ 17.50 | |||||
Business Combination, Consideration Transferred | CAD | CAD 673.8 | |||||
Common Stock [Member] | Whistler Blackcomb [Member] | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 3,327,719 | 3,327,719 | ||||
Exchangeable Shares [Member] | Whistler Blackcomb [Member] | ||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 418,095 | 418,095 |
Acquisitions (Summary Of Estima
Acquisitions (Summary Of Estimate Of Fair Value Of Identifiable Assets Acquired And Liabilities Assumed) (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | ||||
Oct. 31, 2017USD ($) | Jul. 31, 2017USD ($) | Oct. 31, 2016USD ($)shares | Oct. 17, 2016USD ($) | Oct. 14, 2016$ / shares | |
Business Acquisition [Line Items] | |||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 1,356 | $ 512,348 | |||
Stowe [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Cash Consideration Transferred | $ 40,700 | ||||
Whistler Blackcomb [Member] | |||||
Business Acquisition [Line Items] | |||||
Shares Purchased to Acquire Business | shares | 38,500 | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years | ||||
Foreign Currency Exchange Rate, Translation | 0.097294 | ||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 3,746 | ||||
United States of America, Dollars | Stowe [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 39,100 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 3,000 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 2,300 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | $ (3,700) | ||||
United States of America, Dollars | Whistler Blackcomb [Member] | |||||
Business Acquisition [Line Items] | |||||
Indefinite-Lived Trademarks | $ 139,977 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 36,820 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 332,609 | ||||
Business Acquisition, Purchase Price Allocation, Real estate held for sale and investment | 8,216 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 150,681 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Assets Noncurrent | 7,992 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 1,973 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | (74,358) | ||||
Business Combination, Consideration Transferred | $ 1,087,203 | ||||
Finite-Lived Customer Relationships, Gross | 6,596 | ||||
Payments to Acquire Management Contract Rights | 4,108 | ||||
Share Price | $ / shares | $ 153.41 | ||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | 574,645 | ||||
Business Combination, Cash Consideration Transferred | 512,558 | ||||
Business Combination, Consideration Transferred, Other | 4,308 | ||||
Total Estimated Purchase Consideration | 1,272,314 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | (144,922) | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | $ (3,156) | ||||
Noncontrolling Interests [Member] | |||||
Business Acquisition [Line Items] | |||||
Noncontrolling Interest, Increase from Business Combination | 180,803 | ||||
Mountain [Member] | United States of America, Dollars | Whistler Blackcomb [Member] | |||||
Business Acquisition [Line Items] | |||||
Goodwill Acquired During Period | $ 956,459 |
Acquisitions (Summary Pro Forma
Acquisitions (Summary Pro Forma Financial Information) (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Oct. 31, 2016USD ($)$ / shares | |
Pro Forma Financial Information [Line Items] | |
Pro forma net revenue | $ | $ 200,929 |
Pro forma net loss attributable to Vail Resorts, Inc. | $ | $ (67,678) |
Pro forma basic net loss per share attributable to Vail Resorts, Inc. | $ / shares | $ (1.69) |
Pro forma diluted net loss per share attributable to Vail Resorts, Inc. | $ / shares | $ (1.69) |
Supplementary Balance Sheet I34
Supplementary Balance Sheet Information (Composition Of Property, Plant And Equipment) (Details) - USD ($) $ in Thousands | Oct. 31, 2017 | Jul. 31, 2017 | Oct. 31, 2016 |
Property, Plant and Equipment [Line Items] | |||
Land and land improvements | $ 550,627 | $ 553,655 | $ 530,634 |
Buildings and building improvements | 1,186,731 | 1,210,864 | 1,157,546 |
Machinery and equipment | 985,639 | 987,080 | 954,722 |
Furniture and fixtures | 284,815 | 280,292 | 291,141 |
Software | 111,440 | 108,048 | 106,901 |
Vehicles | 59,600 | 59,596 | 64,344 |
Construction in progress | 77,512 | 49,359 | 82,895 |
Gross property, plant and equipment | 3,256,364 | 3,248,894 | 3,188,183 |
Accumulated depreciation | (1,561,672) | (1,534,740) | (1,489,096) |
Property, plant and equipment, net | $ 1,694,692 | $ 1,714,154 | $ 1,699,087 |
Supplementary Balance Sheet I35
Supplementary Balance Sheet Information (Components Of Accounts Payable And Accrued Liabilities) (Details) - USD ($) $ in Thousands | Oct. 31, 2017 | Jul. 31, 2017 | Oct. 31, 2016 |
Balance Sheet Related Disclosures [Abstract] | |||
Trade payables | $ 103,540 | $ 71,558 | $ 90,773 |
Deferred revenue | 407,848 | 240,096 | 328,009 |
Accrued salaries, wages and deferred compensation | 19,699 | 44,869 | 29,544 |
Accrued benefits | 30,317 | 32,505 | 28,564 |
Deposits | 21,017 | 23,742 | 18,418 |
Other liabilities | 48,046 | 54,899 | 47,615 |
Total accounts payable and accrued liabilities | $ 630,467 | $ 467,669 | $ 542,923 |
Supplementary Balance Sheet I36
Supplementary Balance Sheet Information (Components Of Other Long-Term Liabilities) (Details) - USD ($) $ in Thousands | Oct. 31, 2017 | Jul. 31, 2017 | Oct. 31, 2016 |
Balance Sheet Related Disclosures [Abstract] | |||
Private club deferred initiation fee revenue | $ 117,151 | $ 118,417 | $ 120,546 |
Unfavorable lease obligation, net | 23,922 | 24,664 | 27,284 |
Other long-term liabilities | 149,347 | 158,655 | 124,479 |
Total other long-term liabilities | $ 290,420 | $ 301,736 | $ 272,309 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) $ in Thousands, CAD in Millions | 3 Months Ended | ||||
Oct. 31, 2017USD ($) | Oct. 31, 2016USD ($) | Oct. 31, 2017CAD | Jul. 31, 2017USD ($) | Jul. 31, 2016USD ($) | |
Contingent Consideration | $ 23,754 | $ 11,400 | $ 27,400 | $ 11,100 | |
Payments for Rent | (3,646) | 0 | |||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 0 | 300 | |||
Business Combination, Contingent Consideration Arrangements, Description | 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. | ||||
Sensitivity Analysis of Fair Value, Transferor's Interests in Transferred Financial Assets, Impact of Adverse Change in Other Assumption, Description | 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 year performance would result in a change in the estimated fair value within the range of approximately $4.5 million to $6.5 million | ||||
Contingent Consideration, Key Assumptions for Valuation | 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 10.2%, volatility of 16.0% and future period Park City EBITDA and capital expenditures, which are unobservable inputs and thus are considered Level 3 inputs. | ||||
Derivative, Maturity Date | Sep. 1, 2020 | ||||
Money Market | $ 3,010 | 3,001 | 3,008 | ||
Interest Rate Swap | 1,990 | ||||
Level 2 [Member] | |||||
Interest Rate Swap | 1,990 | 236 | |||
Fair Value, Inputs, Level 3 [Member] | |||||
Contingent Consideration | 23,754 | 11,400 | 27,400 | ||
Money Market Funds [Member] | Level 1 [Member] | |||||
Money Market | 3,010 | 3,001 | 3,008 | ||
Commercial Paper [Member] | |||||
Commercial Paper | 2,401 | 2,401 | 2,401 | ||
Commercial Paper [Member] | Level 2 [Member] | |||||
Commercial Paper | 2,401 | 2,401 | 2,401 | ||
Certificates of Deposit [Member] | |||||
Commercial Paper | 2,406 | 2,403 | 2,403 | ||
Interest Rate Swap | 236 | ||||
Certificates of Deposit [Member] | Level 2 [Member] | |||||
Commercial Paper | $ 2,406 | $ 2,403 | $ 2,403 | ||
Canada, Dollars | |||||
Interest Rate Swap (in millions) | CAD | CAD 125 |
Commitments and Contingencies (
Commitments and Contingencies (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Oct. 31, 2017 | Jul. 31, 2017 | Oct. 31, 2016 | |
Amount outstanding in letters of credit | $ 65.5 | ||
Surety Bonds Outstanding | 9.3 | ||
Holland Creek Metropolitan District [Member] | |||
Credit-enhanced bonds issued amount | 6.3 | ||
Amount outstanding in letters of credit | 6.4 | ||
Red Sky Ranch Metropolitan District [Member] | |||
Other long-term liabilities | $ 2 | $ 2 | $ 2 |
Estimated cessation date of capital improvement fee payment obligation | Jul. 31, 2031 | ||
Employee Housing Bonds [Member] | |||
Amount outstanding in letters of credit | $ 53.4 | ||
Workers' Compensation and General Liability Related to Construction and Development Activities [Member] | |||
Amount outstanding in letters of credit | $ 12.1 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Oct. 31, 2017 | Oct. 31, 2016 | Jul. 31, 2017 | |
Total Mountain net revenue | $ 148,125 | $ 110,767 | |
Lodging | 72,089 | 67,402 | |
Total Resort net revenue | 220,214 | 178,169 | |
Real estate | 636 | 96 | |
Total net revenue | 220,850 | 178,265 | |
Mountain | 207,084 | 168,253 | |
Lodging | 67,734 | 64,080 | |
Resort | 274,818 | 232,333 | |
Real Estate | 1,691 | 1,485 | |
Total segment operating expense | 276,509 | 233,818 | |
Gain on sale of real property | 0 | 6,466 | |
Mountain equity investment income, net | 522 | 832 | |
Total Reported EBITDA | (55,137) | (48,255) | |
Real estate held for sale and investment | 102,697 | 116,852 | $ 103,405 |
Depreciation and amortization | (48,624) | (40,581) | |
Change in estimated fair value of contingent consideration (Note 7) | 0 | (300) | |
Gain (loss) on disposal of fixed assets, net | 567 | (550) | |
Investment income and other, net | 383 | 4,523 | |
Foreign Currency Transaction Gain (Loss), before Tax | (7,346) | 0 | |
Interest expense, net | (15,174) | (11,964) | |
Loss before benefit from income taxes | (125,331) | (97,127) | |
Benefit from income taxes | 93,404 | 33,509 | |
Net loss | (31,927) | (63,618) | |
Net loss attributable to noncontrolling interests | 3,542 | 1,031 | |
Net loss attributable to Vail Resorts, Inc. | (28,385) | (62,587) | |
Lift Tickets [Member] | |||
Total Mountain net revenue | 25,468 | 21,426 | |
Ski School [Member] | |||
Total Mountain net revenue | 4,438 | 3,851 | |
Dining [Member] | |||
Total Mountain net revenue | 18,302 | 13,368 | |
Retail/Rental [Member] | |||
Total Mountain net revenue | 45,407 | 36,479 | |
Other [Member] | |||
Total Mountain net revenue | 54,510 | 35,643 | |
Resort [Member] | |||
Total Reported EBITDA | (54,082) | (53,332) | |
Mountain [Member] | |||
Total Reported EBITDA | (58,437) | (56,654) | |
Lodging [Member] | |||
Total Reported EBITDA | 4,355 | 3,322 | |
Real Estate [Member] | |||
Total Reported EBITDA | $ (1,055) | $ 5,077 |
Share Repurchase Program (Detai
Share Repurchase Program (Details) - USD ($) $ in Thousands | Oct. 31, 2017 | Jul. 31, 2017 | Oct. 31, 2016 | Dec. 04, 2015 | Jul. 16, 2008 | Mar. 09, 2006 |
Accelerated Share Repurchases [Line Items] | ||||||
Number of shares authorized to repurchase | 7,500,000 | 3,000,000 | ||||
Additional number of shares authorized to repurchase | 1,500,000 | 3,000,000 | ||||
Number of shares repurchased since inception | 5,436,000 | 5,436,000 | 5,435,000 | |||
Value of stock repurchased since inception | $ 247,189 | $ 247,189 | $ 246,979 | |||
Remaining shares available for repurchase under existing program | 2,063,706 |