Delaware
|
51-0291762
|
|
(State
or Other Jurisdiction of Incorporation or Organization)
|
(I.R.S.
Employer Identification No.)
|
|
390
Interlocken Crescent, Suite 1000
Broomfield,
Colorado
|
80021
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(303)
404-1800
|
||||
(Registrant’s
Telephone Number, Including Area Code)
|
||||
Securities
registered pursuant to Section 12(b) of the Act:
|
||||
Title
of each class:
|
Name
of each exchange on which registered:
|
|||
Common
Stock, $0.01 par value
|
New
York Stock Exchange
|
|||
Securities
registered pursuant to Section 12(g) of the Act:
|
||||
None.
|
||||
(Title
of Class)
|
Table
of Contents
|
||
PART
I
|
||
Item
1.
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3
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Item
1A.
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15
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Item
1B.
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23
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Item
2.
|
23
|
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Item
3.
|
24
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Item
4.
|
25
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PART
II
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||
Item
5.
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||
26
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||
Item
6.
|
27
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|
Item
7.
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29
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Item
7A.
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47
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Item
8.
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F-1
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|
Item
9.
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48
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Item
9A.
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48
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Item
9B.
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48
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Item
10.
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49
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Item
11.
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49
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Item
12.
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49
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Item
13.
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49
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Item
14.
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49
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Item
15.
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49
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·
|
economic
downturns;
|
·
|
terrorist
acts upon the United States;
|
·
|
threat
of or actual war;
|
·
|
unfavorable
weather conditions;
|
·
|
our
ability to obtain financing on terms acceptable to us to finance
our real
estate investments, capital expenditures and growth
strategy;
|
·
|
our
ability to continue to grow our resort and real estate
operations;
|
·
|
competition
in our mountain and lodging
businesses;
|
·
|
our
ability to hire and retain a sufficient seasonal
workforce;
|
·
|
our
ability to successfully initiate and/or complete real estate development
projects and achieve the anticipated financial benefits from such
projects;
|
·
|
implications
arising from new Financial Accounting Standards Board
(“FASB”)/governmental legislation, rulings or
interpretations;
|
·
|
our
reliance on government permits or approvals for our use of federal
land or
to make operational
improvements;
|
·
|
our
ability to integrate and successfully operate future acquisitions;
and
|
·
|
adverse
consequences of current or future legal
claims.
|
·
|
Breckenridge
Mountain (“Breckenridge”) -- the single most visited resort in the United
States for the 2006/2007 ski season, currently ranked seventh best
resort
in North America by SKI Magazine and well known for its historic
town, vibrant nightlife and progressive terrain
parks;
|
·
|
Vail
Mountain (“Vail”) -- the largest single ski mountain in the United States,
second most visited in the United States for the 2006/2007 ski season
and
currently ranked second best resort in North America by SKI
Magazine, receiving the top honor in 14 of the past 20
years;
|
·
|
Keystone
Resort (“Keystone”) -- the third most visited ski resort in the United
States for the 2006/2007 ski season, currently ranked eleventh
best resort in North America by SKI Magazine and placed in three
of Transworld SNOWboarding Magazine’s Top 10 of
2007 categories for best overall resort, best park and best
half-pipe;
|
·
|
Heavenly
Mountain Resort (“Heavenly”) -- the second largest resort in the United
States, market leader at Lake Tahoe and eighth most visited resort
in the
United States for the 2006/2007 ski season, and currently ranked
seventeenth best resort in North America by SKI Magazine;
and
|
·
|
Beaver
Creek Resort (“Beaver Creek”) -- known for delivering luxury and
impeccable guest service, currently ranked eighth best resort in
North
America by SKI Magazine and the ninth most visited resort in the
United States for the 2006/2007 ski
season.
|
·
|
Size
|
|
The
Company’s resorts boast some of North America’s most expansive and varied
terrain – Vail alone offers approximately 5,300 skiable acres, making it
the largest single ski mountain in the United States and second largest
resort in North America. At approximately 4,800 skiable acres,
Heavenly is the second largest ski resort in the United States and
third
largest in North America. The Company's five ski resorts offer
over 17,000 skiable acres in total, with substantial terrain options
for
beginner, intermediate and advanced skiers and
snowboarders.
|
·
|
Snow
Conditions
|
|
The
Company's resort locations receive significantly higher than average
snowfall compared to most other ski resorts in the United
States. The Company’s resorts in the Colorado Rocky Mountains
receive average yearly snowfall between 20 and 30 feet and Heavenly,
located in the Sierra Nevada Mountains, receives average yearly snowfall
of approximately 23 feet. Even in these abundant snowfall
areas, the Company invests in hi-tech snowmaking
systems. Additionally, the Company meticulously maintains its
slopes with extensive fleets of snow grooming
equipment.
|
·
|
Terrain
Parks
|
|
The
Company's resorts are committed to leading the industry in terrain
park
design, education and events for the growing segment of freestyle
skiers
and snowboarders. Each resort has multiple terrain parks and
half-pipes that include progressively-challenging
features. This park structure, coupled with new freestyle ski
school programs, promotes systematic learning from basic to professional
skills. Keystone’s A51 Terrain Park is one of the largest parks
offering night riding in the country. Breckenridge’s Freeway
Terrain Park & Pipe is ranked by Transworld
SNOWboarding Magazine to be among the top rated
terrain park and half-pipes in North
America.
|
·
|
Lift
Service
|
|
The
Company systematically upgrades its lifts to streamline skier traffic
and
maximize guest experience. In the past three fiscal years, the
Company has installed six high-speed chairlifts or gondolas across
its
resorts: one four-passenger chairlift and one eight-passenger gondola
at
Breckenridge, three four-passenger chairlifts at Beaver Creek and
one
six-passenger chairlift at Heavenly. New for the 2007/2008 ski
season, the Company is installing two four-passenger high-speed chairlifts
at Vail, one eight-passenger gondola at Beaver Creek and one
four-passenger high-speed chairlift at
Heavenly.
|
·
|
Commitment
to Guest Service
|
|
The
Company’s mission is to provide quality service at every level of the
guest experience. Prior to arrival, guests receive personal
assistance through the Company’s full-service, in-house travel center in
booking desired lodging accommodations, lift tickets, ski school
classes,
equipment rentals and air and ground travel. On-mountain hosts
engage guests and answer questions and all personnel, from lift operators
to ski patrol, convey the guest-oriented culture. The Company
solicits guest feedback through a variety of surveys and results
are
utilized to ensure high levels of customer satisfaction to understand
trends and develop future resort programs and
amenities.
|
·
|
Exceptional
Ski Schools
|
|
The
Company’s resorts are home to some of the world’s finest ski and snowboard
schools. New programs, such as beginner terrain park
instruction and family group lessons, effectively differentiate the
Company’s ski school offerings from those of its
competitors.
|
·
|
Dining
|
|
The
Company’s resorts provide a variety of quality dining venues, ranging from
top-rated fine dining restaurants, to trailside express food service
outlets. The dining offerings range from on-mountain lunch and
dinner options to base village dining
experiences.
|
·
|
Village
Experiences
|
|
The
Company is an industry leader in providing comprehensive destination
vacation experiences, including non-ski activities designed to appeal
to a
broad range of interests. Each of the Company’s resorts feature
an alpine village setting with extensive retail, restaurants, spas,
youth
activities, cultural events, live music and entertainment. Each
resort features village-level gondola access to on-mountain
activities.
|
·
|
Lodging
|
|
Lodging
options are an integral part of providing a complete resort
experience. The Company’s twelve owned and managed hotels
(including four RockResorts branded hotels at the Company’s mountain
resorts) and inventory of approximately 1,600 managed condominiums
rooms
at the Company’s mountain resorts provide numerous accommodation options
for its guests. The Company can further leverage these lodging
operations by packaging lodging with its ski product offerings to
further
enhance the guest experience.
|
·
|
Retail/rental
|
|
The
Company, through SSI Venture, LLC ("SSV"), has over 145 retail/rental
locations specializing in sporting goods including ski, snowboard,
golf
and cycling equipment. In addition to providing a major
retail/rental presence at each of the Company's ski resorts, the
Company
also has retail/rental locations throughout the Colorado Front Range
and
at other Colorado, California and Utah ski resorts, as well as the
San
Francisco Bay Area and Salt Lake City. Many of the locations in
the Front Range and in the San Francisco Bay Area also offer a prime
venue
for selling the Company’s season pass
products.
|
·
|
Vail
Resorts Development Company
(“VRDC”)
|
·
|
Environmental
stewardship
|
·
|
Destination
Visitation
|
·
|
In-State
Visitation
|
|
The
Colorado Front Range market, with a population of approximately 3.8
million, is within approximately 100 miles from each of the Company's
Colorado resorts, with access via a major interstate
highway. Additionally, Heavenly is proximate to two large
California population centers, the Sacramento/Central Valley and
the San
Francisco Bay Area. These markets provide the Company with
excellent opportunities to market its season pass products which
provided
approximately 25% of the Company’s total lift revenues for the 2006/2007
ski season.
|
·
|
RockResorts--
a luxury hotel management company with a portfolio of three Company-owned
and four managed, third-party owned resort hotels with locations
in
Colorado, Wyoming and New Mexico. Sites currently under
development as RockResorts owned or managed properties include; The
Arrabelle at Vail Square, The Chateau at Heavenly Village, The Landings
St. Lucia, West Indies, Rum Cay Resort Marina, Bahamas and the Eleven
Biscayne Hotel & Spa, Miami,
Florida;
|
·
|
Six
additional independently flagged Company-owned hotels, management
of the
Vail Marriott Mountain Resort & Spa ("Vail Marriott"), Mountain
Thunder Lodge and Austria Haus Hotel and condominium management operations
in and around the Company's Colorado ski
resorts;
|
·
|
GTLC--
a summer destination resort with three resort properties in the Park
and
the Jackson Hole Golf & Tennis Club (“JHG&TC”) near Jackson,
Wyoming; and
|
·
|
Six
Company owned resort golf courses (including
JHG&TC).
|
Name
|
Location
|
Own/Manage
|
Rooms
|
RockResorts:
|
|||
La
Posada de Santa Fe
|
Santa
Fe, NM
|
Manage
|
157
|
The
Lodge at Vail
|
Vail,
CO
|
Own
|
149
|
Snake
River Lodge & Spa
|
Teton
Village, WY
|
Manage
|
149
|
The
Keystone Lodge
|
Keystone,
CO
|
Own
|
145
|
Hotel
Jerome
|
Aspen,
CO
|
Manage
|
92
|
The
Pines Lodge
|
Beaver
Creek, CO
|
Own
|
69
|
The
Lodge & Spa at Cordillera
|
Edwards,
CO
|
Manage
|
63
|
Other
Hotels and Resorts:
|
|||
Jackson
Lake Lodge
|
Grand
Teton Nat'l Pk., WY
|
Concessionaire
Contract
|
385
|
Colter
Bay Village
|
Grand
Teton Nat'l Pk., WY
|
Concessionaire
Contract
|
166
|
Jenny
Lake Lodge
|
Grand
Teton Nat'l Pk., WY
|
Concessionaire
Contract
|
37
|
Vail
Marriott Mountain Resort
|
Vail,
CO
|
Manage
|
344
|
&
Spa
|
|||
The
Great Divide Lodge
|
Breckenridge,
CO
|
Own
|
208
|
Inn
at Keystone
|
Keystone,
CO
|
Own
|
103
|
Mountain
Thunder Lodge
|
Breckenridge,
CO
|
Manage
|
96
|
Breckenridge
Mountain Lodge
|
Breckenridge,
CO
|
Own
|
71
|
Village
Hotel
|
Breckenridge,
CO
|
Own
|
60
|
Inn
at Beaver Creek
|
Beaver
Creek, CO
|
Own
|
46
|
Austria
Haus Hotel
|
Vail,
CO
|
Manage
|
25
|
Ski
Tip Lodge
|
Keystone,
CO
|
Own
|
10
|
·
|
All
of the Company's hotels are located in unique highly desirable resort
destinations.
|
·
|
The
Company's hotel portfolio has achieved some of the most prestigious
hotel
designations in the world, including eight properties and four hotel
restaurants in its portfolio that are currently rated as AAA
4-Diamond.
|
·
|
The
RockResorts brand is a historic brand name with a rich tradition
associated with high quality luxury resort
hotels.
|
·
|
Many
of the Company's hotels (both owned and managed) are designed to
provide a
look that feels indigenous to their surroundings, enhancing the guest's
vacation experience.
|
·
|
Many
of the hotels in the Company's portfolio provide a wide array of
amenities
available to the guest such as access to world-class ski and golf
resorts,
spa facilities, water sports and a number of other outdoor activities
as
well as highly acclaimed dining
options.
|
·
|
Conference
space with the latest technology is available at most of the Company's
hotels. In addition, guests at Keystone can use the
Company-owned Keystone Conference Center, the largest conference
facility
in the Colorado Rocky Mountain region with more than 100,000 square
feet
of meeting, exhibit and function
space.
|
·
|
The
Company has a central reservations system in Colorado that leverages
off
of its ski resort reservations system and has a web-based central
reservation system that provides guests with the ability to plan
their
vacation online. Non-Colorado properties are served by a
central reservations system and global distribution system provided
by a
third party.
|
·
|
The
Company actively upgrades the quality of the accommodations and amenities
available at its hotels through capital improvements. Capital
funding for third-party owned properties is provided by the owners
of
those properties. Recently completed projects include extensive
upgrades to The Pines Lodge, the rebuild of the clubhouse and a number
of
golf course improvements at JHG&TC and the Beaver Creek Golf Club,
remodel of the Village Hotel, five additional suites added to the
Snake
River Lodge & Spa (“SRL&S”) and room renovations at The Lodge at
Vail. Planned and current projects include extensive facility
upgrades at GTLC’s properties within the Park, further room renovations at
The Lodge at Vail, in addition to a new 9,000 square foot spa and
guest
suites being completed in connection with the "Front Door" project
in
Vail, expansion and renovation of the spa at The Keystone Lodge,
renovations at La Posada de Santa Fe and full renovation and repositioning
of The Inn at Beaver Creek.
|
·
|
The
Arrabelle at Vail Square – Currently under construction with an
anticipated completion date in the 2007/2008 ski season, Arrabelle
is a
luxurious 2.27-acre redevelopment site at the base of Vail
Mountain. It will include approximately 33,000 square feet of
retail and restaurant space, a 36-room RockResorts hotel, a spa,
a private
mountain club, a winter ice rink and skier-services
facilities. This development also features 67 distinctive,
privately-owned residences, some of which have “lock-off” capabilities,
which provides the potential opportunity for the rental of up to
50
additional hotel-size rooms.
|
·
|
Vail’s
Front Door – This development consists of thirteen chalets at The
Lodge at Vail Chalets, which will range in size from approximately
3,700
to 5,700 square feet. This project also includes the Vail
Mountain Club, a private ski club, which will offer members exclusive
amenities including a spacious member lounge, ski valet concierge
services, private lockers and valet parking. In addition to the
Chalets and the Vail Mountain Club, construction also includes a
new 7,700
square foot RockResorts spa, two additional guest suites at The Lodge
at
Vail, new skier services space that will include a retail/rental
shop,
ticketing and ski school product sales, a coffee house and ski
storage. The Company expects the project to be completed in
calendar year 2008.
|
·
|
Peaks
7 & 8 at Breckenridge – These projects encapsulate the
development vision for the base areas of Peaks 7 and 8 at Breckenridge
Ski
Resort. The master plan includes ski-in/ski-out residential and
retail development, which will connect to the Town of Breckenridge
via the
BreckConnect gondola. Crystal Peak Lodge, a residential
offering at Peak 7, consists of 46 ski-in/ski-out residences and
certain
amenities which include a retail/rental shop, ticket sales counter
and
outdoor plaza. The projects also include the planned
redevelopment of the existing Peak 8 base area. Currently in
the planning stage is a multi-use development which includes 325,000
to
350,000 saleable residential square footage (approximately 280 units);
approximately 48,000 square feet of skier services and 14,000 square
feet
of commercial space; and amenities that include restaurant, conference
facilities, private club, aquatic area and retail/rental
shops.
|
·
|
The
Ritz-Carlton Residences, Vail – Located in LionsHead, this project
consists of 71 whole ownership luxury residences and 45 Ritz-Carlton
Club
fractional ownership units. This development will offer exclusive
amenities, including a great room with bar, ski valet concierge services,
fitness facility and a heated parking garage with valet
service.
|
·
|
Ever
Vail – This development is being planned to be the largest
LEED-certified project for resort use in North America announced
to
date. The project is planned to transform the 9.5-acre site,
currently known as West LionsHead, into a truly “green” multi-use resort
village consisting of residences, a hotel, offices, retail/rental
shops
and restaurants, mountain operations facilities, a public parking
garage,
a new skier portal and a public park. Ever Vail will encompass
approximately 1.4 million square feet and include between 800,000
and 1.0
million saleable square feet of residential and commercial
space.
|
·
|
proximity
to population centers;
|
·
|
availability
and cost of transportation to ski
areas;
|
·
|
ease
of travel to ski areas (including direct flights by major
airlines);
|
·
|
pricing
of lift tickets and the number, quality and price of related ancillary
services (ski school, dining and retail/rental), amenities and
lodging;
|
·
|
snowmaking
facilities;
|
·
|
type
and quality of skiing and snowboarding
offered;
|
·
|
duration
of the ski season;
|
·
|
weather
conditions; and
|
·
|
reputation.
|
·
|
inability
to integrate acquired businesses into the Company’s
operations;
|
·
|
diversion
of the Company’s management’s
attention;
|
·
|
potential
increased debt leverage;
|
·
|
litigation
arising from acquisition activity;
and
|
·
|
unanticipated
problems or liabilities.
|
·
|
adverse
changes in real estate markets;
|
·
|
escalation
in construction costs due to price increases in commodities, unforeseen
conditions, inadequate design or drawings, or other
causes;
|
·
|
difficulty
in meeting pre-sale targets;
|
·
|
difficulty
in receiving the necessary regulatory
approvals;
|
·
|
difficulty
in obtaining qualified contractors or subcontractors;
and
|
·
|
unanticipated
incremental remediation costs related to design and construction
issues.
|
·
|
national
and local economic climate;
|
·
|
local
real estate conditions (such as an oversupply of space or a reduction
in
demand for real estate in an area);
|
·
|
attractiveness
of the properties to prospective purchasers and
tenants;
|
·
|
competition
from other available property or
space;
|
·
|
the
Company’s ability to obtain adequate
insurance;
|
·
|
increased
construction costs, project difficulties or
delays;
|
·
|
government
regulations and changes in real estate, environmental, zoning or
tax
laws;
|
·
|
interest
rate levels and the availability of financing;
and
|
·
|
potential
liabilities under environmental and other
laws.
|
·
|
the
Company’s future operating
performance;
|
·
|
general
economic conditions and economic conditions affecting the resort
industry,
the ski industry and the general capital
markets;
|
·
|
the
Company’s ability to hire and retain employees at reasonable
cost;
|
·
|
the
Company’s ability to meet its pre-sell targets on its vertical real estate
development projects;
|
·
|
competition;
and
|
·
|
legislative
and regulatory matters affecting the Company’s operations and
business.
|
·
|
cash
flow from operations;
|
·
|
non-recourse,
sale-leaseback or other financing;
|
·
|
bank
borrowings;
|
·
|
public
offerings of debt or equity; and
|
·
|
private
placements of debt or equity.
|
·
|
quarterly
variations in the Company’s operating
results;
|
·
|
operating
results that vary from the expectations of securities analysts and
investors;
|
·
|
change
in valuations, including the Company’s future real estate
developments;
|
·
|
changes
in the overall travel and leisure
industry;
|
·
|
changes
in expectations as to the Company’s future financial performance,
including financial estimates by securities analysts and investors
or such
guidance provided by the Company;
|
·
|
announcements
of new services by the Company or its
competitors;
|
·
|
announcements
by the Company or its competitors of significant contracts, acquisitions,
dispositions, strategic partnerships, joint ventures or capital
commitments;
|
·
|
additions
or departures of key personnel;
|
·
|
future
sales of the Company’s securities;
|
·
|
trading
and volume fluctuations;
|
·
|
changes
in the weather;
|
·
|
seasonal
fluctuations;
|
·
|
other
risk factors as discussed above;
and
|
·
|
other
unforeseen events.
|
·
|
delay,
defer or prevent a change in control of the
Company;
|
·
|
discourage
bids for the Company’s securities at a premium over the market
price;
|
·
|
adversely
affect the market price of, and the voting and other rights of the
holders
of, the Company’s securities; or
|
·
|
impede
the ability of the holders of the Company’s securities to change its
management.
|
·
|
make
it more difficult for the Company to satisfy its
obligations;
|
·
|
increase
the Company’s vulnerability to general adverse economic and industry
conditions;
|
·
|
require
the Company to dedicate a substantial portion of its cash flow from
operations to payments on the Company’s indebtedness, thereby reducing the
availability of its cash flow to fund working capital, capital
expenditures, real estate developments, marketing efforts and other
general corporate purposes;
|
·
|
limit
the Company’s flexibility in planning for, or reacting to, changes in its
business and the industry in which the Company
operates;
|
·
|
place
the Company at a competitive disadvantage compared to its competitors
that
have less debt; and
|
·
|
limit
the Company’s ability to borrow additional
funds.
|
·
|
incur
additional debt;
|
·
|
pay
dividends, repurchase the Company’s stock and make other restricted
payments;
|
·
|
create
liens;
|
·
|
make
investments;
|
·
|
engage
in sales of assets and subsidiary
stock;
|
·
|
enter
into sale-leaseback transactions;
|
·
|
enter
into transactions with affiliates;
|
·
|
transfer
all or substantially all of the Company’s assets or enter into merger or
consolidation transactions; and
|
·
|
make
capital expenditures.
|
Location
|
Ownership
|
Use
|
||
Arrowhead
Mountain, CO
|
Owned
|
Ski
trails and ski resort operations, including ski lifts, buildings
and other
improvements and commercial space
|
||
Avon,
CO
|
Owned
|
Warehouse
facility
|
||
BC
Housing Riveredge, CO
|
26%
Owned
|
Employee
housing facilities
|
||
Bachelor
Gulch Village, CO
|
Owned
|
Ski
resort operations, including ski lifts, ski trails, buildings and
other
improvements and commercial space
|
||
Beaver
Creek Mountain, CO
|
Owned
|
Ski
resort operations, including ski lifts, buildings and other improvements,
commercial space and real estate held for sale or
development
|
||
Beaver
Creek Mountain, CO (3,801 acres)
|
Special
Use Permit
|
Ski
trails, ski lifts, buildings and other improvements
|
||
Beaver
Creek Resort, CO
|
Owned
|
Golf
course, clubhouse commercial space and residential
spaces
|
||
Breckenridge
Mountain, CO
|
Owned
|
Ski
resort operations, including ski lifts, buildings and other improvements,
commercial space and real estate held for sale or
development
|
||
Breckenridge
Mountain, CO (5,702 acres)
|
Special
Use Permit
|
Ski
trails, ski lifts, buildings and other improvements
|
||
Breckenridge
Terrace, CO
|
50%
Owned
|
Employee
housing facilities
|
||
Broomfield,
CO
|
Leased
|
Corporate
offices
|
||
Colter
Bay Village, WY
|
Concessionaire
contract
|
Lodging
and dining facilities
|
||
Great
Divide Lodge, CO
|
Owned
|
Lodging,
dining and conference facilities
|
||
Heavenly
Mountain Resort, CA
|
Owned
|
Ski
resort operations, including ski lifts, buildings and other improvements
and commercial space
|
||
Heavenly
Mountain, CA (7,050 acres)
|
Special
Use Permit
|
Ski
trails, ski lifts, buildings and other improvements
|
||
Inn
at Beaver Creek, CO
|
Owned
|
Lodging,
dining and conference facilities
|
||
Inn
at Keystone, CO
|
Owned
|
Lodging,
dining and conference facilities
|
||
Jackson
Hole Golf & Tennis Club, WY
|
Owned
|
Golf
course, clubhouse, tennis facilities, dining and real estate held
for sale
or development
|
||
Jackson
Lake Lodge, WY
|
Concessionaire
contract
|
Lodging,
dining and conference facilities
|
||
Jenny
Lake Lodge, WY
|
Concessionaire
contract
|
Lodging
and dining facilities
|
||
Keystone
Conference Center, CO
|
Owned
|
Conference
facility
|
||
Keystone
Lodge, CO
|
Owned
|
Lodging,
dining and conference facilities
|
||
Keystone
Mountain, CO
|
Owned
|
Ski
resort operations, including ski lifts, buildings and other improvements
and commercial space
|
||
Keystone
Mountain, CO (8,376 acres)
|
Special
Use Permit
|
Ski
trails, ski lifts, buildings and other improvements
|
||
Keystone
Ranch, CO
|
Owned
|
Golf
course, clubhouse and restaurant facilities
|
||
Keystone
Resort, CO
|
Owned
|
Resort
operations, dining, commercial space, conference facilities and real
estate held for sale or development
|
||
Lakewood,
CO
|
Leased
|
Administrative
offices
|
||
Red
Sky Ranch, CO
|
Owned
|
Golf
course, clubhouses and real estate held for sale or
development
|
||
River
Course at Keystone, CO
|
Owned
|
Golf
course and clubhouse
|
||
Seasons
at Avon, CO
|
Leased/50%
Owned
|
Administrative
offices
|
||
Ski
Tip Lodge, CO
|
Owned
|
Lodging
and dining facilities
|
||
The
Lodge at Vail, CO
|
Owned
|
Lodging,
dining and conference facilities, real estate held for sale or
development
|
||
The
Tarnes at Beaver Creek, CO
|
31%
Owned
|
Employee
housing facilities
|
||
Tenderfoot
Housing, CO
|
50%
Owned
|
Employee
housing facilities
|
||
The
Pines Lodge at Beaver Creek, CO
|
Owned
|
Lodging,
dining and conference facilities
|
||
Vail
Mountain, CO
|
Owned
|
Ski
resort operations, including ski lifts, buildings and other improvements,
commercial space and real estate held for sale or
development
|
||
Vail
Mountain, CO (12,226 acres)
|
Special
Use Permit
|
Ski
trails, ski lifts, buildings and other improvements
|
||
Village
at Breckenridge, CO
|
Owned
|
Lodging,
dining, conference facilities and commercial space
|
||
SSV
Properties
|
69.3%
Owned
|
Over
145 retail stores for recreational products including
rental
|
Vail
Resorts
|
||||||
Common
Stock
|
||||||
High
|
Low
|
|||||
Year
Ended July 31, 2007
|
||||||
1st
Quarter
|
$
|
41.55
|
$
|
34.01
|
||
2nd
Quarter
|
47.54
|
38.50
|
||||
3rd
Quarter
|
59.32
|
46.19
|
||||
4th
Quarter
|
64.97
|
52.06
|
||||
Year
Ended July 31, 2006
|
||||||
1st
Quarter
|
$
|
33.66
|
$
|
26.30
|
||
2nd
Quarter
|
38.89
|
30.16
|
||||
3rd
Quarter
|
39.13
|
30.10
|
||||
4th
Quarter
|
39.98
|
33.58
|
Year
Ended July 31,
|
|||||||||||||||||||
2007
(1)
|
2006
(1)
|
2005 (1)
|
2004
(1)
|
2003
(1)
|
|||||||||||||||
Statement
of Operations Data:
|
|||||||||||||||||||
Revenue:
|
|||||||||||||||||||
Mountain
|
$
|
665,377
|
$
|
620,441
|
$
|
540,855
|
$
|
500,995
|
$
|
460,568
|
|||||||||
Lodging
|
162,451
|
155,807
|
196,351
|
180,525
|
172,003
|
||||||||||||||
Real
estate
|
112,708
|
62,604
|
72,781
|
45,123
|
80,401
|
||||||||||||||
Total
net revenue
|
940,536
|
838,852
|
809,987
|
726,643
|
712,972
|
||||||||||||||
Segment
operating expense:
|
|||||||||||||||||||
Mountain
|
462,708
|
443,116
|
391,889
|
368,875
|
362,131
|
||||||||||||||
Lodging
|
144,252
|
142,693
|
177,469
|
165,983
|
161,846
|
||||||||||||||
Real
estate
|
115,190
|
56,676
|
58,254
|
16,791
|
66,642
|
||||||||||||||
Total
segment operating expense
|
722,150
|
642,485
|
627,612
|
551,649
|
590,619
|
||||||||||||||
Income
from operations
|
128,206
|
105,339
|
88,329
|
81,811
|
34,487
|
||||||||||||||
Mountain
equity investment income, net
|
5,059
|
3,876
|
2,303
|
1,376
|
1,009
|
||||||||||||||
Lodging
equity investment loss, net
|
--
|
--
|
(2,679
|
)
|
(3,432
|
)
|
(5,995
|
)
|
|||||||||||
Investment
income
|
12,403
|
7,995
|
2,066
|
1,886
|
2,011
|
||||||||||||||
Interest
expense, net
|
(32,625
|
)
|
(36,478
|
)
|
(40,298
|
)
|
(47,479
|
)
|
(50,001
|
)
|
|||||||||
Relocation
and separation charges
|
(1,433
|
)
|
(5,096
|
)
|
--
|
--
|
--
|
||||||||||||
Loss
on extinguishment of debt
|
--
|
--
|
(612
|
)
|
(37,084
|
)
|
--
|
||||||||||||
Contract
dispute charges
|
(4,642
|
)
|
(3,282
|
)
|
--
|
--
|
--
|
||||||||||||
Mold
remediation credit (charge)
|
--
|
1,411
|
--
|
(5,500
|
)
|
--
|
|||||||||||||
(Loss)
gain from sale of businesses, net
|
(639
|
)
|
4,625
|
(7,353
|
)
|
--
|
--
|
||||||||||||
Net
income (loss)
|
$
|
61,397
|
$
|
45,756
|
$
|
23,138
|
$
|
(5,959
|
)
|
$
|
(8,527
|
)
|
|||||||
Diluted
per share net income (loss)
|
$
|
1.56
|
$
|
1.19
|
$
|
0.64
|
$
|
(0.17
|
)
|
$
|
(0.24
|
)
|
|||||||
Other
Data:
|
|||||||||||||||||||
Mountain
|
|||||||||||||||||||
Skier
visits(2)
|
6,219
|
6,288
|
5,940
|
5,636
|
5,730
|
||||||||||||||
ETP
(3)
|
$
|
46.15
|
$
|
41.83
|
$
|
39.30
|
$
|
37.67
|
$
|
34.13
|
|||||||||
Lodging
|
|||||||||||||||||||
ADR(4)
|
$
|
216.83
|
$
|
202.27
|
$
|
196.26
|
$
|
187.90
|
$
|
184.25
|
|||||||||
RevPAR(5)
|
$
|
99.58
|
$
|
92.41
|
$
|
90.98
|
$
|
81.33
|
$
|
77.86
|
|||||||||
Real
Estate
|
|||||||||||||||||||
Real
estate held for sale and investment(6)
|
$
|
357,586
|
$
|
259,384
|
$
|
154,874
|
$
|
134,548
|
$
|
123,223
|
|||||||||
Other
Balance Sheet Data
|
|||||||||||||||||||
Cash
and cash equivalents(7)
|
$
|
230,819
|
$
|
191,794
|
$
|
136,580
|
$
|
46,328
|
$
|
7,874
|
|||||||||
Total
assets
|
$
|
1,909,123
|
$
|
1,687,643
|
$
|
1,525,921
|
$
|
1,533,957
|
$
|
1,455,442
|
|||||||||
Long-term
debt (including long-term debt due within one year)
|
$
|
594,110
|
$
|
531,228
|
$
|
521,710
|
$
|
625,803
|
$
|
584,151
|
|||||||||
Net
debt(8)
|
$
|
363,291
|
$
|
339,434
|
$
|
385,130
|
$
|
579,475
|
$
|
576,277
|
|||||||||
Stockholders'
equity
|
$
|
714,039
|
$
|
642,777
|
$
|
540,529
|
$
|
491,163
|
$
|
496,246
|
(1)
|
The
Company has made several acquisitions and dispositions which impact
comparability between years during the past five years. The
more significant of those include the sale of its majority interest
in
RTP, LLC (“RTP”) (sold in April 2007), SRL&S (sold in January 2006),
The Lodge at Rancho Mirage (“Rancho Mirage”) (sold in July 2005), Vail
Marriott (sold in June 2005) and its minority interest in Ritz-Carlton,
Bachelor Gulch (“BG Resort”) (sold in December 2004). Additionally, the
Company acquired six retail locations (acquired by SSV in August
2006), 18
rental locations (acquired by SSV in June 2007) and two dining businesses
(acquired in June 2007). For the acquisitions in June 2007, due
to the seasonality of these operations there was not a significant
impact
to the Company’s operations during the year ended July 31,
2007. In addition, the Company consolidated several entities
during the year ended July 31, 2004 as a result of the adoption of
FASB
Interpretation No. 46, "Consolidation of Variable Interest Entities-an
Interpretation of ARB No. 51, Revised" ("FIN 46R"). See Note
7,Variable Interest Entities, of the Notes to Consolidated
Financial Statements included in Item 8 of this Form 10-K for information
regarding the entities consolidated under FIN 46R. Effective
August 1, 2005, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 123R, "Share-Based Payment" ("SFAS
123R"). See Note 2, Summary of Significant Accounting Policies,
of the Notes to Consolidated Financial Statements in Item 8 of this
Form
10-K for the impact to the Consolidated Statements of Operations
as a
result of the adoption of SFAS
123R.
|
(2)
|
A
skier visit represents a person utilizing a ticket or pass to access
a
mountain resort for any part of one day, and includes both paid and
complimentary access.
|
(3)
|
ETP
is defined as lift ticket revenue divided by total skier
visits.
|
(4)
|
ADR
is calculated by dividing total room revenue by the number of occupied
rooms during the respective
periods.
|
(5)
|
RevPAR
is calculated by dividing total room revenue by the number of rooms
that
are available to guests during the respective
periods.
|
(6)
|
Real
estate held for sale and investment includes all land, development
costs
and other improvements associated with real estate held for sale
and
investment, as well as investments in real estate joint
ventures.
|
(7)
|
Cash
and cash equivalents excludes restricted
cash.
|
(8)
|
Net
debt is defined as long-term debt plus long-term debt due within
one year
less cash and cash
equivalents.
|
·
|
The
timing and amount of snowfall has an impact on skier visits. To
mitigate this impact, the Company focuses efforts on sales of season
passes prior to the beginning of the season to In-State skiers, who
are
the most weather sensitive visitors to the Company’s ski
resorts. Additionally, the Company has invested in snowmaking
upgrades in an effort to address the inconsistency of early season
snowfall where possible. Season pass revenue, although
primarily collected prior to the ski season, is recognized in the
Consolidated Statements of Operations throughout the ski
season. Total season pass sales for the 2006/2007 ski season
increased by 17.7% over sales for the 2005/2006 ski
season. Season pass sales to date for the 2007/2008 season
indicate further favorable trends in unit sales, price increases
and
revenue. However, there can be no certainty that such favorable
trends will continue in the future.
|
·
|
Consistent
with prior years, the Company plans to raise prices on the majority of its
lift ticket products, including season pass products, for the 2007/2008
ski season and continues to charge some of the highest prices in
the
industry. While pricing increases historically have not reduced
demand, there can be no assurances that demand will remain price
inelastic.
|
·
|
The
Company operates its ski areas under various Forest Service permits,
and
many of the Company's operations require permits and approval from
governmental authorities; therefore many of the Company’s on-mountain
capital improvements must go through an approval
process. Changes or impacts to the applicable regulatory
environment may have detrimental effects on the
Company.
|
·
|
Ownership
changes of hotels under RockResorts management, or the inability
of
RockResorts to meet certain performance requirements for hotels under
its
management, may result in loss of management agreements and the related
recurring management fees. Such terminations, however, may
result in the payment of termination fees to RockResorts. For
the years ended July 31, 2007, 2006 and 2005, the Company recognized
$5.4
million, zero and $417,000, respectively, in revenue from termination
fees. The Company continues to pursue and secure new management
contracts, which may include, in addition to management fees, marketing
license fees and technical service fees in conjunction with a project’s
development and sales. For example, the Company recently
announced that it began managing the Hotel Jerome in Aspen, Colorado
during the Company’s fourth quarter of the year ended July 31, 2007 and
will begin managing the Landings St. Lucia, located on Rodney Bay,
St.
Lucia, in the West Indies, which is anticipated to open during the
Company’s second quarter of the year ending July 31,
2008. Additionally, RockResorts will operate The Chateau
at Heavenly Village at the base of Heavenly ski resort, and manage
the new
Rum Cay Resort Marina on Rum Cay, Bahamas and the new Eleven Biscayne
Hotel & Spa in Miami, Florida, all of which are currently under
construction and are anticipated to open during the years ending
July 31,
2009 or beyond. These agreements are generally
long-term in nature (generally 10 years with renewal
options). However, these agreements generally contain certain
performance criteria that cover multiple years and are
multi-faceted. In addition to these agreements, RockResorts
will earn marketing license fees on the sales of ownership units
within
the Rum Cay Resort Marina and The Chateau at Heavenly
Village.
|
·
|
On
February 28, 2007, an arbitrator rendered a decision, awarding $8.5
million in damages in favor of RockResorts and against Cheeca Holdings,
LLC, the ownership entity of Cheeca Lodge & Spa, the former
RockResorts managed property located in Islamorada,
Florida. Additionally, in accordance with the arbitrator’s
ruling, RockResorts is seeking recovery of costs and attorneys’ fees in
the last stage of the proceedings. Upon conclusion of that
stage, the total award, which will incorporate the $8.5 million damage
award and any additional cost recovery award, is final, binding and
not
subject to appeal. Upon completion of the cost recovery stage,
RockResorts will proceed with the collection of the award and will
record
the actual amount received, upon receipt, in “contract dispute credit
(charges), net” in its Consolidated Statement of
Operations. The Company has incurred legal related costs of
$4.6 million and $3.3 million in the years ended July 31, 2007 and
2006,
respectively, in connection with this matter which are included in
“contract dispute charges” in its Consolidated Statements of Operations in
the respective periods.
|
·
|
Real
Estate Reported EBITDA is highly dependent on, among other things,
the
timing of closings on real estate under contract. Changes to
the anticipated timing of closing on one or more real estate projects
could materially impact Real Estate Reported EBITDA for a particular
quarter or fiscal year. Additionally, the magnitude of real
estate projects currently under development or contemplated could
result
in a significant increase in Real Estate Reported EBITDA as these
projects
close, expected in the year ending July 31, 2008 and
beyond. The profitability and/or viability of current or
proposed real estate development projects have been and could continue
to
be adversely affected by escalation in construction costs associated
with
project difficulties, delays, design or construction issues and scope
modifications that may arise in the course of
construction. Additionally, real estate development projects
are also susceptible to a slow-down in market demand. For the
years ended July 31, 2007 and 2006, the Company recorded charges
of $7.6
million and $1.8 million, respectively, for estimated costs to complete
the construction of the JHG&TC cabins that have design and
construction issues. The Company is currently in the process of
completing construction and attempting to resolve the apportionment
of the
financial responsibilities for the remediation and construction costs
with
the contractors, structural engineers and architects involved in
the
design and construction of the JHG&TC cabins, and as such the
Company’s final costs are subject to change which could impact future
operating results.
|
·
|
In
recent years, the Company has shifted its real estate focus to vertical
development (versus land development), which requires significant
capital
investment prior to project completion (including the construction
of
resort-related depreciable assets). The Company expects to
incur costs of $435 million to $465 million subsequent to July 31,
2007 on
significant projects under construction that include Arrabelle, Vail’s
Front Door, Crystal Peak Lodge and The Ritz-Carlton Residences, Vail
projects. The Company has entered into non-recourse financing
agreements to borrow up to $298 million for Arrabelle and Vail’s Front
Door and expects to enter into a non-recourse financing agreement
for The
Ritz-Carlton Residences, Vail project with similar terms as its other
non-recourse financing agreements.
|
·
|
The
Company had $230.8 million in cash and cash equivalents as of July
31,
2007 (which balance increased by $39.0 million since July 31, 2006)
with
no borrowings under the revolver component of its credit facilities
and
expects to generate additional cash from operations, including future
closures on real estate. The Company is currently evaluating
how to utilize its excess cash, including any combination of the
following
strategic options: increase real estate investment for further
development; increase resort capital expenditures; pursue strategic
acquisitions; repurchase additional stock of the Company (see Note
17,
Capitalization, of the Notes to Consolidated Financial Statements
for more
information regarding the Company’s stock repurchase plan); pay cash
dividends; or payoff outstanding debt. The Company believes its
debt generally has favorable fixed interest rates and is long-term
in
nature. Additionally, the Company’s Credit Facility and
Indenture limit the Company’s ability to pay dividends, repurchase stock
and pay off certain of its debt, including its 6.75%
Notes.
|
·
|
In
June 2007, the Company acquired (through its SSV subsidiary) 18 Breeze
Ski
Rental locations. The Company also acquired two Starbucks
licensed stores. Both of these acquisitions will be integrated
into the Company’s operations during the 2007/2008 ski
season.
|
·
|
On
July 27, 2007 the Company made an offer of $110 million to acquire
The
Canyons ski resort (“The Canyons”) from American Skiing Company
(“ASC”). This offer was in excess of a previously undisclosed
offer by the Company to acquire The Canyons and in excess of the
$100
million offer by Talisker Corporation and Talisker Canyons Finance
Company
LLC (together “Talisker”) to ASC, in which ASC announced on July 15, 2007
that it had entered into a purchase agreement with Talisker for the
sale
of The Canyons. The Company has also filed a lawsuit against
Talisker and Peninsula Advisors for alleged breaches and interference
with
the Company’s efforts to acquire The Canyons. Subsequently, on
September 10, 2007, the Company supplemented its previous offer to
acquire
The Canyons by agreeing to grant a 30% interest in the future net
cash
flow (as defined) to the Company arising from the ownership and
development of the real estate development rights included in the
acquisition. If the Company is successful in its acquisition of
The Canyons it could significantly impact the future results of operations
of the Company.
|
·
|
The
Company uses many methods, estimates and judgments in applying its
accounting policies (see Critical Accounting Policies in this section
of
this Form 10-K). Such methods, estimates and judgments are, by their
nature, subject to substantial risks, uncertainties and assumptions,
and
factors may arise over time that lead the Company to change its methods,
estimates and judgments. Changes in those methods, estimates and
judgments
could significantly affect the Company’s results of
operations.
|
Year
Ended July 31,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
Mountain
Reported EBITDA
|
$
|
207,728
|
$
|
181,201
|
$
|
151,269
|
||||||
Lodging
Reported EBITDA
|
18,199
|
13,114
|
16,203
|
|||||||||
Resort
Reported EBITDA
|
225,927
|
194,315
|
167,472
|
|||||||||
Real
Estate Reported EBITDA
|
(2,482
|
)
|
6,719
|
14,425
|
||||||||
Total
Reported EBITDA
|
223,445
|
201,034
|
181,897
|
|||||||||
Income
before provision for income taxes
|
100,651
|
75,010
|
37,623
|
|||||||||
Net
income
|
$
|
61,397
|
$
|
45,756
|
$
|
23,138
|
Percentage
|
|||||||||||||||
Year
Ended July 31,
|
Increase/(Decrease)
|
||||||||||||||
2007
|
2006
|
2005
|
2007/2006
|
2006/2005
|
|||||||||||
Lift
tickets
|
$
|
286,997
|
$
|
263,036
|
$
|
233,458
|
9.1
|
%
|
12.7
|
%
|
|||||
Ski
school
|
78,848
|
72,628
|
63,915
|
8.6
|
%
|
13.6
|
%
|
||||||||
Dining
|
59,653
|
56,657
|
53,688
|
5.3
|
%
|
5.5
|
%
|
||||||||
Retail/rental
|
160,542
|
149,350
|
120,149
|
7.5
|
%
|
24.3
|
%
|
||||||||
Other
|
79,337
|
78,770
|
69,645
|
0.7
|
%
|
13.1
|
%
|
||||||||
Total
Mountain net revenue
|
665,377
|
620,441
|
540,855
|
7.2
|
%
|
14.7
|
%
|
||||||||
Total
Mountain operating expense
|
462,708
|
443,116
|
391,889
|
4.4
|
%
|
13.1
|
%
|
||||||||
Mountain
equity investment income, net
|
5,059
|
3,876
|
2,303
|
30.5
|
%
|
68.3
|
%
|
||||||||
Total
Mountain Reported EBITDA
|
$
|
207,728
|
$
|
181,201
|
$
|
151,269
|
14.6
|
%
|
19.8
|
%
|
|||||
Total
skier visits
|
6,219
|
6,288
|
5,940
|
(1.1
|
)%
|
5.9
|
%
|
||||||||
ETP
|
$
|
46.15
|
$
|
41.83
|
$
|
39.30
|
10.3
|
%
|
6.4
|
%
|
Percentage
|
||||||||||||||||||||
Year
Ended July 31,
|
Increase/(Decrease)
|
|||||||||||||||||||
2007
|
2006
|
2005
|
2007/2006
|
2006/2005
|
||||||||||||||||
Total
Lodging net revenue
|
$
|
162,451
|
$
|
155,807
|
$
|
196,351
|
4.3
|
%
|
(20.6
|
)
|
%
|
|||||||||
Total
Lodging operating expense
|
144,252
|
142,693
|
177,469
|
1.1
|
%
|
(19.6
|
)
|
%
|
||||||||||||
Lodging
equity investment loss, net
|
--
|
--
|
(2,679
|
)
|
N/A
|
100.0
|
%
|
|||||||||||||
Total
Lodging Reported EBITDA
|
$
|
18,199
|
$
|
13,114
|
$
|
16,203
|
38.8
|
%
|
(19.1
|
)
|
%
|
|||||||||
ADR
|
$
|
216.83
|
$
|
202.27
|
$
|
196.26
|
7.2
|
%
|
3.1
|
%
|
||||||||||
RevPAR
|
$
|
99.58
|
$
|
92.41
|
$
|
90.98
|
7.8
|
%
|
1.6
|
%
|
Percentage
|
||||||||||||||||||
Year
Ended July 31,
|
Increase/(Decrease)
|
|||||||||||||||||
2007
|
2006
|
2005
|
2007/2006
|
2006/2005
|
||||||||||||||
Total
Real Estate net revenue
|
$
|
112,708
|
$
|
62,604
|
$
|
72,781
|
80.0
|
%
|
(14.0
|
)
|
%
|
|||||||
Total
Real Estate operating expense
|
115,190
|
56,676
|
58,254
|
103.2
|
%
|
(2.7
|
)
|
%
|
||||||||||
Real
Estate equity investment income (loss), net
|
--
|
791
|
(102
|
)
|
(100.0
|
)
|
%
|
875.5
|
%
|
|||||||||
Total
Real Estate Reported EBITDA
|
$
|
(2,482
|
)
|
$
|
6,719
|
$
|
14,425
|
(136.9
|
)
|
%
|
(53.4
|
)
|
%
|
Year
Ended July 31,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
Mountain
Reported EBITDA
|
$
|
207,728
|
$
|
181,201
|
$
|
151,269
|
||||||
Lodging
Reported EBITDA
|
18,199
|
13,114
|
16,203
|
|||||||||
Resort
Reported EBITDA
|
225,927
|
194,315
|
167,472
|
|||||||||
Real
Estate Reported EBITDA
|
(2,482
|
)
|
6,719
|
14,425
|
||||||||
Total
Reported EBITDA
|
223,445
|
201,034
|
181,897
|
|||||||||
Depreciation
and amortization
|
(87,664
|
)
|
(86,098
|
)
|
(89,968
|
)
|
||||||
Relocation
and separation charges
|
(1,433
|
)
|
(5,096
|
)
|
--
|
|||||||
Asset
impairment charges
|
--
|
(210
|
)
|
(2,550
|
)
|
|||||||
Mold
remediation credit
|
--
|
1,411
|
--
|
|||||||||
Loss
on disposal of fixed assets, net
|
(1,083
|
)
|
(1,035
|
)
|
(1,528
|
)
|
||||||
Investment
income
|
12,403
|
7,995
|
2,066
|
|||||||||
Interest
expense, net
|
(32,625
|
)
|
(36,478
|
)
|
(40,298
|
)
|
||||||
Loss
on extinguishment of debt
|
--
|
--
|
(612
|
)
|
||||||||
(Loss)
gain on sale of businesses, net
|
(639
|
)
|
4,625
|
(7,353
|
)
|
|||||||
Contract
dispute charges
|
(4,642
|
)
|
(3,282
|
)
|
--
|
|||||||
Gain
(loss) on put options, net
|
690
|
(1,212
|
)
|
1,158
|
||||||||
Other
income, net
|
--
|
50
|
50
|
|||||||||
Minority
interest in income of consolidated subsidiaries, net
|
(7,801
|
)
|
(6,694
|
)
|
(5,239
|
)
|
||||||
Income
before provision for income taxes
|
100,651
|
75,010
|
37,623
|
|||||||||
Provision
for income taxes
|
(39,254
|
)
|
(29,254
|
)
|
(14,485
|
)
|
||||||
Net
income
|
$
|
61,397
|
$
|
45,756
|
$
|
23,138
|
July
31,
|
||||||
2007
|
2006
|
|||||
Long-term
debt
|
$
|
593,733
|
$
|
525,313
|
||
Long-term
debt due within one year
|
377
|
5,915
|
||||
Total
debt
|
594,110
|
531,228
|
||||
Less:
cash and cash equivalents
|
230,819
|
191,794
|
||||
Net
debt
|
$
|
363,291
|
$
|
339,434
|
Payments
Due by Period
|
|||||||||||||||
2-3
|
4-5
|
More
than
|
|||||||||||||
Contractual
Obligations
|
Total
|
2008
|
years
|
years
|
5
years
|
||||||||||
Long-Term
Debt (1)
|
$
|
594,110
|
$
|
377
|
$
|
102,425
|
$
|
1,943
|
$
|
489,365
|
|||||
Fixed
Rate Interest (1)
|
227,025
|
30,833
|
59,868
|
59,073
|
77,251
|
||||||||||
Operating
Leases and Service Contracts
|
50,670
|
12,271
|
16,186
|
9,833
|
12,380
|
||||||||||
Purchase
Obligations (2)
|
669,231
|
622,305
|
42,626
|
4,300
|
--
|
||||||||||
Other
Long-Term Obligations (3)
|
1,086
|
377
|
--
|
--
|
709
|
||||||||||
Total
Contractual Cash Obligations
|
$
|
1,542,122
|
$
|
666,163
|
$
|
221,105
|
$
|
75,149
|
$
|
579,705
|
F-2
|
|
F-3
|
|
Consolidated
Financial Statements
|
|
F-4
|
|
F-5
|
|
F-6
|
|
F-7
|
|
F-8
|
|
F-9
|
|
Financial
Statement Schedule:
|
|
The
following consolidated financial statement schedule of the Company
is
filed as part of this Report on Form 10-K and should be read in
conjunction with the Company's Consolidated Financial
Statements:
|
|
59
|
July
31,
|
||||||
2007
|
2006
|
|||||
Assets
|
||||||
Current
assets:
|
||||||
Cash
and cash equivalents
|
$
|
230,819
|
$
|
191,794
|
||
Restricted
cash
|
54,749
|
20,322
|
||||
Trade
receivables, net of allowances of $2,118 and $1,388,
respectively
|
43,557
|
35,949
|
||||
Inventories,
net of reserves of $826 and $755, respectively
|
48,064
|
42,278
|
||||
Deferred
income taxes (Note 12)
|
15,056
|
11,938
|
||||
Other
current assets
|
19,392
|
23,693
|
||||
Total
current assets
|
411,637
|
325,974
|
||||
Property,
plant and equipment, net (Note 5)
|
885,926
|
851,112
|
||||
Real
estate held for sale and investment
|
357,586
|
259,384
|
||||
Deferred
charges and other assets
|
30,129
|
29,615
|
||||
Notes
receivable
|
8,639
|
10,638
|
||||
Goodwill,
net (Note 5)
|
141,699
|
135,811
|
||||
Intangible
assets, net (Note 5)
|
73,507
|
75,109
|
||||
Total
assets
|
$
|
1,909,123
|
$
|
1,687,643
|
||
Liabilities
and Stockholders' Equity
|
||||||
Current
liabilities:
|
||||||
Accounts
payable and accrued expenses (Note 5)
|
$
|
281,779
|
$
|
230,762
|
||
Income
taxes payable
|
37,441
|
17,517
|
||||
Long-term
debt due within one year (Note 4)
|
377
|
5,915
|
||||
Total
current liabilities
|
319,597
|
254,194
|
||||
Long-term
debt (Note 4)
|
593,733
|
525,313
|
||||
Other
long-term liabilities (Note 5)
|
181,830
|
158,490
|
||||
Deferred
income taxes (Note 12)
|
72,213
|
73,064
|
||||
Commitments
and contingencies (Note 14)
|
||||||
Put
option liabilities (Note 10)
|
--
|
1,245
|
||||
Minority
interest in net assets of consolidated subsidiaries
|
27,711
|
32,560
|
||||
Stockholders’
equity:
|
||||||
Preferred
stock, $0.01 par value, 25,000,000 shares authorized, no shares issued
and
outstanding
|
--
|
--
|
||||
Common
stock, $0.01 par value, 100,000,000 shares authorized, and 39,747,976
and
39,036,282 shares issued, respectively (Note 17)
|
397
|
390
|
||||
Additional
paid-in capital
|
534,370
|
509,505
|
||||
Retained
earnings
|
205,118
|
143,721
|
||||
Treasury
stock (Note 17)
|
(25,846
|
)
|
(10,839)
|
|||
Total
stockholders’ equity
|
714,039
|
642,777
|
||||
Total
liabilities and stockholders’ equity
|
$
|
1,909,123
|
$
|
1,687,643
|
Year
Ended July 31,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
Net
revenue:
|
||||||||||||
Mountain
|
$
|
665,377
|
$
|
620,441
|
$
|
540,855
|
||||||
Lodging
|
162,451
|
155,807
|
196,351
|
|||||||||
Real
estate
|
112,708
|
62,604
|
72,781
|
|||||||||
Total
net revenue
|
940,536
|
838,852
|
809,987
|
|||||||||
Operating
expense:
|
||||||||||||
Mountain
|
462,708
|
443,116
|
391,889
|
|||||||||
Lodging
|
144,252
|
142,693
|
177,469
|
|||||||||
Real
estate
|
115,190
|
56,676
|
58,254
|
|||||||||
Total
segment operating expense
|
722,150
|
642,485
|
627,612
|
|||||||||
Other
operating (expense) income:
|
||||||||||||
Depreciation
and amortization
|
(87,664
|
)
|
(86,098
|
)
|
(89,968
|
)
|
||||||
Relocation
and separation charges (Note 8)
|
(1,433
|
)
|
(5,096
|
)
|
--
|
|||||||
Asset
impairment charges (Note 11)
|
--
|
(210
|
)
|
(2,550
|
)
|
|||||||
Mold
remediation credit (Note 14)
|
--
|
1,411
|
--
|
|||||||||
Loss
on disposal of fixed assets, net
|
(1,083
|
)
|
(1,035
|
)
|
(1,528
|
)
|
||||||
Income
from operations
|
128,206
|
105,339
|
88,329
|
|||||||||
Mountain
equity investment income, net
|
5,059
|
3,876
|
2,303
|
|||||||||
Lodging
equity investment loss
|
--
|
--
|
(2,679
|
)
|
||||||||
Real
estate equity investment income (loss)
|
--
|
791
|
(102
|
)
|
||||||||
Investment
income
|
12,403
|
7,995
|
2,066
|
|||||||||
Interest
expense, net
|
(32,625
|
)
|
(36,478
|
)
|
(40,298
|
)
|
||||||
Loss
on extinguishment of debt
|
--
|
--
|
(612
|
)
|
||||||||
(Loss)
gain on sale of businesses, net (Note 9)
|
(639
|
)
|
4,625
|
(7,353
|
)
|
|||||||
Contract
dispute charges (Note 14)
|
(4,642
|
)
|
(3,282
|
)
|
--
|
|||||||
Gain
(loss) on put options, net (Note 10)
|
690
|
(1,212
|
)
|
1,158
|
||||||||
Other
income, net
|
--
|
50
|
50
|
|||||||||
Minority
interest in income of consolidated subsidiaries, net
|
(7,801
|
)
|
(6,694
|
)
|
(5,239
|
)
|
||||||
Income
before provision for income taxes
|
100,651
|
75,010
|
37,623
|
|||||||||
Provision
for income taxes (Note 12)
|
(39,254
|
)
|
(29,254
|
)
|
(14,485
|
)
|
||||||
Net
income
|
$
|
61,397
|
$
|
45,756
|
$
|
23,138
|
||||||
Per
share amounts (Note 3):
|
||||||||||||
Basic
net income per share
|
$
|
1.58
|
$
|
1.21
|
$
|
0.65
|
||||||
Diluted
net income per share
|
$
|
1.56
|
$
|
1.19
|
$
|
0.64
|
Common
Stock
|
Additional
|
Total
|
||||||||||||||||||||||||||||||
Shares
|
Paid-in
|
Deferred
|
Retained
|
Treasury
|
Stockholders'
|
|||||||||||||||||||||||||||
Class
A
|
Common
|
Total
|
Amount
|
Capital
|
Compensation
|
Earnings
|
Stock
|
Equity
|
||||||||||||||||||||||||
Balance,
July 31, 2004
|
6,114,834
|
29,222,828
|
35,337,662
|
$
|
353
|
$
|
416,660
|
$
|
(677
|
)
|
$
|
74,827
|
$
|
--
|
$
|
491,163
|
||||||||||||||||
Net
income
|
--
|
--
|
--
|
--
|
--
|
--
|
23,138
|
--
|
23,138
|
|||||||||||||||||||||||
Conversion
of Class A shares
|
||||||||||||||||||||||||||||||||
to
common shares (Note 17)
|
(6,114,834
|
)
|
6,114,834
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
||||||||||||||||||||||
Amortization
of deferred
|
||||||||||||||||||||||||||||||||
compensation
|
--
|
--
|
--
|
--
|
--
|
348
|
--
|
--
|
348
|
|||||||||||||||||||||||
Issuance
of shares
|
||||||||||||||||||||||||||||||||
under
share
|
||||||||||||||||||||||||||||||||
award
plans (Note 18)
|
--
|
1,258,531
|
1,258,531
|
13
|
21,928
|
--
|
--
|
--
|
21,941
|
|||||||||||||||||||||||
Tax
benefit of stock option
|
||||||||||||||||||||||||||||||||
exercises
|
--
|
--
|
--
|
--
|
3,939
|
--
|
--
|
--
|
3,939
|
|||||||||||||||||||||||
Balance,
July 31, 2005
|
--
|
36,596,193
|
36,596,193
|
366
|
442,527
|
(329
|
)
|
97,965
|
--
|
540,529
|
||||||||||||||||||||||
Net
income
|
--
|
--
|
--
|
--
|
--
|
--
|
45,756
|
--
|
45,756
|
|||||||||||||||||||||||
Stock-based
compensation
|
||||||||||||||||||||||||||||||||
(Note
18)
|
--
|
--
|
--
|
--
|
6,476
|
--
|
--
|
--
|
6,476
|
|||||||||||||||||||||||
Reversal
of deferred
|
||||||||||||||||||||||||||||||||
compensation
due to adoption
|
||||||||||||||||||||||||||||||||
of
SFAS 123R
|
--
|
--
|
--
|
--
|
(329
|
)
|
329
|
--
|
--
|
--
|
||||||||||||||||||||||
Issuance
of shares
|
||||||||||||||||||||||||||||||||
under
share
|
||||||||||||||||||||||||||||||||
award
plans (Note 18)
|
--
|
2,440,089
|
2,440,089
|
24
|
46,508
|
--
|
--
|
--
|
46,532
|
|||||||||||||||||||||||
Tax
benefit of stock option
|
||||||||||||||||||||||||||||||||
exercises
|
--
|
--
|
--
|
--
|
14,323
|
--
|
--
|
--
|
14,323
|
|||||||||||||||||||||||
Repurchase
of common stock
|
||||||||||||||||||||||||||||||||
(Note
17)
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
(10,839
|
)
|
(10,839
|
)
|
|||||||||||||||||||||
Balance,
July 31, 2006
|
--
|
39,036,282
|
39,036,282
|
390
|
509,505
|
--
|
143,721
|
(10,839
|
)
|
642,777
|
||||||||||||||||||||||
Net
income
|
--
|
--
|
--
|
--
|
--
|
--
|
61,397
|
--
|
61,397
|
|||||||||||||||||||||||
Stock-based
compensation
|
||||||||||||||||||||||||||||||||
(Note
18)
|
--
|
--
|
--
|
--
|
6,965
|
--
|
--
|
--
|
6,965
|
|||||||||||||||||||||||
Issuance
of shares
|
||||||||||||||||||||||||||||||||
under
share
|
||||||||||||||||||||||||||||||||
award
plans (Note 18)
|
--
|
711,694
|
711,694
|
7
|
10,975
|
--
|
--
|
--
|
10,982
|
|||||||||||||||||||||||
Tax
benefit of stock option
|
||||||||||||||||||||||||||||||||
exercises
|
--
|
--
|
--
|
--
|
6,925
|
--
|
--
|
--
|
6,925
|
|||||||||||||||||||||||
Repurchase
of common stock
|
||||||||||||||||||||||||||||||||
(Note
17)
|
--
|
--
|
--
|
--
|
--
|
--
|
--
|
(15,007
|
)
|
(15,007
|
)
|
|||||||||||||||||||||
Balance,
July 31, 2007
|
--
|
39,747,976
|
39,747,976
|
$
|
397
|
$
|
534,370
|
$
|
--
|
$
|
205,118
|
$
|
(25,846
|
)
|
$
|
714,039
|
Year
Ended July 31,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
Cash
flows from operating activities:
|
||||||||||||
Net
income
|
$
|
61,397
|
$
|
45,756
|
$
|
23,138
|
||||||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
||||||||||||
Depreciation
and amortization
|
87,664
|
86,098
|
89,968
|
|||||||||
Non-cash
cost of real estate sales
|
81,176
|
35,121
|
38,425
|
|||||||||
Non-cash
stock-based compensation expense
|
6,998
|
6,523
|
437
|
|||||||||
Asset
impairment charges
|
--
|
210
|
2,550
|
|||||||||
Non-cash
mold remediation credit
|
--
|
(559
|
)
|
--
|
||||||||
Loss
(gain) on sale of businesses, net
|
639
|
(4,625
|
)
|
7,353
|
||||||||
Loss
on extinguishment of debt
|
--
|
--
|
612
|
|||||||||
Deferred
income taxes, net
|
(3,968
|
)
|
1,322
|
(7,514
|
)
|
|||||||
Minority
interest in net income of consolidated subsidiaries
|
7,801
|
6,694
|
5,239
|
|||||||||
Other
non-cash expense (income), net
|
720
|
(6,291
|
)
|
(3,433
|
)
|
|||||||
Changes
in assets and liabilities:
|
||||||||||||
Restricted
cash
|
(34,427
|
)
|
(2,069
|
)
|
(2,222
|
)
|
||||||
Accounts
receivable, net
|
(4,496
|
)
|
(2,644
|
)
|
(3,665
|
)
|
||||||
Inventories,
net
|
(5,171
|
)
|
(4,811
|
)
|
(5,074
|
)
|
||||||
Investments
in real estate
|
(179,234
|
)
|
(129,728
|
)
|
(72,164
|
)
|
||||||
Notes
receivable
|
(2,590
|
)
|
(1,925
|
)
|
4,052
|
|||||||
Accounts
payable and accrued expenses
|
30,691
|
26,213
|
26,443
|
|||||||||
Income
taxes receivable/payable
|
19,924
|
4,538
|
21,960
|
|||||||||
Deferred
real estate credits
|
25,330
|
14,539
|
29,755
|
|||||||||
Private
club deferred initiation fees and deposits
|
21,438
|
7,126
|
8,324
|
|||||||||
Other
assets and liabilities, net
|
4,550
|
(17,812
|
)
|
(16,007
|
)
|
|||||||
Net
cash provided by operating activities
|
118,442
|
63,676
|
148,177
|
|||||||||
Cash
flows from investing activities:
|
||||||||||||
Capital
expenditures
|
(119,232
|
)
|
(88,901
|
)
|
(79,975
|
)
|
||||||
Distributions
from joint ventures
|
-
|
522
|
6,588
|
|||||||||
Cash
received from disposal of fixed assets
|
554
|
823
|
2,019
|
|||||||||
Cash
received from sale of businesses
|
3,544
|
30,712
|
108,399
|
|||||||||
Purchase
of minority interests
|
(8,387
|
)
|
--
|
(9,748
|
)
|
|||||||
Other
investing
|
(8,625
|
)
|
(5,149
|
)
|
--
|
|||||||
Net
cash (used in) provided by investing activities
|
(132,146
|
)
|
(61,993
|
)
|
27,283
|
|||||||
Cash
flows from financing activities:
|
||||||||||||
Repurchases
of common stock
|
(15,007
|
)
|
(10,839
|
)
|
--
|
|||||||
Payment
of financing costs
|
(1,294
|
)
|
(1,584
|
)
|
(1,774
|
)
|
||||||
Proceeds
from borrowings under Non-Recourse Real Estate Financings
|
75,019
|
25,548
|
--
|
|||||||||
Payments
of Non-Recourse Real Estate Financings
|
(1,493
|
)
|
(12,191
|
)
|
--
|
|||||||
Payment
of Credit Facility Term Loan
|
--
|
--
|
(98,750
|
)
|
||||||||
Proceeds
from borrowings under other long-term debt
|
64,612
|
38,112
|
176,423
|
|||||||||
Payments
of other long-term debt
|
(75,284
|
)
|
(42,248
|
)
|
(181,239
|
)
|
||||||
Distributions
from joint ventures to minority shareholders
|
(10,005
|
)
|
(4,239
|
)
|
(1,807
|
)
|
||||||
Proceeds
from exercise of stock options
|
11,496
|
46,649
|
21,939
|
|||||||||
Tax
benefit from exercise of stock options
|
6,925
|
14,323
|
--
|
|||||||||
Other
financing
|
(2,240
|
)
|
--
|
--
|
||||||||
Net
cash provided by (used in) financing activities
|
52,729
|
53,531
|
(85,208
|
)
|
||||||||
Net
increase in cash and cash equivalents
|
39,025
|
55,214
|
90,252
|
|||||||||
Cash
and cash equivalents:
|
||||||||||||
Beginning
of period
|
191,794
|
136,580
|
46,328
|
|||||||||
End
of period
|
$
|
230,819
|
$
|
191,794
|
$
|
136,580
|
||||||
Cash
paid for interest, net of amounts capitalized
|
$
|
23,573
|
$
|
33,550
|
$
|
38,158
|
||||||
Taxes
paid, net
|
16,357
|
8,617
|
--
|
Year
Ended July 31,
|
|||||||||
2007
|
2006
|
2005
|
|||||||
Land
exchange with the United States Forest Service
|
$
|
--
|
$
|
5,407
|
$
|
--
|
Estimated
Life
|
|
in
Years
|
|
Land
improvements
|
20-35
|
Buildings
and building improvements
|
7-30
|
Machinery
and equipment
|
2-30
|
Furniture
and fixtures
|
3-10
|
Software
|
3
|
Vehicles
|
3
|
July
31, 2007
|
July
31, 2006
|
|||||||||||
Carrying
|
Fair
|
Carrying
|
Fair
|
|||||||||
Value
|
Value
|
Value
|
Value
|
|||||||||
6.75%
Notes
|
$
|
390,000
|
$
|
377,325
|
$
|
390,000
|
$
|
372,450
|
||||
Industrial
Development Bonds
|
57,700
|
59,206
|
61,700
|
63,423
|
||||||||
Other
long-term debt
|
6,953
|
6,863
|
7,335
|
7,211
|
Year
Ended July 31,
|
|||||||||||
2007
|
2006
|
2005
|
|||||||||
Mountain
operating expense
|
$
|
3,824
|
$
|
3,685
|
$
|
254
|
|||||
Lodging
operating expense
|
1,091
|
1,334
|
88
|
||||||||
Real
estate operating expense
|
2,083
|
1,504
|
95
|
||||||||
Pre-tax
stock-based compensation expense
|
6,998
|
6,523
|
437
|
||||||||
Less:
benefit for income taxes
|
2,628
|
2,450
|
164
|
||||||||
Net
stock-based compensation expense
|
$
|
4,370
|
$
|
4,073
|
$
|
273
|
Year
Ended July 31,
|
||||||
2005
|
||||||
Net income | ||||||
As reported |
$
|
23,138
|
||||
Add: stock-based employee compensation expense included in reported net income, net of related tax effects |
273
|
|||||
Deduct: total stock-based employee compensation expense determined under fair value-based method for all awards, net of related tax effects |
(2,987
|
)
|
||||
Pro forma |
$
|
20,424
|
||||
Basic net income per share | ||||||
As reported |
$
|
0.65
|
||||
Pro forma |
$
|
0.57
|
||||
Diluted net income per share | ||||||
As reported |
$
|
0.64
|
||||
Pro forma |
$
|
0.56
|
Year
Ended July 31,
|
||||||||||||||||||||||||
2007
|
2006
|
2005
|
||||||||||||||||||||||
Basic
|
Diluted
|
Basic
|
Diluted
|
Basic
|
Diluted
|
|||||||||||||||||||
Net
income per share:
|
||||||||||||||||||||||||
Net
income
|
$
|
61,397
|
$
|
61,397
|
$
|
45,756
|
$
|
45,756
|
$
|
23,138
|
$
|
23,138
|
||||||||||||
Weighted-average
shares outstanding
|
38,849
|
38,849
|
37,866
|
37,866
|
35,712
|
35,712
|
||||||||||||||||||
Effect
of dilutive securities
|
--
|
525
|
--
|
701
|
--
|
648
|
||||||||||||||||||
Total
shares
|
38,849
|
39,374
|
37,866
|
38,567
|
35,712
|
36,360
|
||||||||||||||||||
Net
income per share
|
$
|
1.58
|
$
|
1.56
|
$
|
1.21
|
$
|
1.19
|
$
|
0.65
|
$
|
0.64
|
Fiscal
Year
|
July
31,
|
July
31,
|
|||||
Maturity
(i)
|
2007
|
2006
|
|||||
Credit
Facility Revolver (a)
|
2012
|
$
|
--
|
$
|
--
|
||
SSV
Facility (b)
|
2011
|
--
|
6,261
|
||||
Industrial
Development Bonds (c)
|
2009-2020
|
57,700
|
61,700
|
||||
Employee
Housing Bonds (d)
|
2027-2039
|
52,575
|
52,575
|
||||
Non-Recourse
Real Estate Financings (e)
|
2009-2010
|
86,882
|
13,357
|
||||
6.75%
Senior Subordinated Notes (f)
|
2014
|
390,000
|
390,000
|
||||
Other
(g)
|
2008-2029
|
6,953
|
7,335
|
||||
Total
debt
|
594,110
|
531,228
|
|||||
Less: Current
maturities (h)
|
377
|
5,915
|
|||||
Long-term
debt
|
$
|
593,733
|
$
|
525,313
|
(a)
|
On
March 13, 2007, The Vail Corporation (“Vail Corp.”), a wholly-owned
subsidiary of the Company, entered into an amendment (the “Third
Amendment”) of its existing senior credit facility (the “Credit
Facility”), the Fourth Amended and Restated Credit Agreement (the “Credit
Agreement”), among Vail Corp., Bank of America, N.A. as administrative
agent, U.S. Bank National Association (“U.S. Bank”) and Wells
Fargo Bank, National Association (“Wells Fargo”) as co-syndication agents,
Deutsche Bank Trust Company Americas and LaSalle Bank National Association
as co-documentation agents, and the lenders party thereto. The
Third Amendment amended the Credit Agreement to, among other things,
(i)
decrease the total loan commitment with respect to borrowings under
the
revolving facility (the “Credit Facility Revolver”) and letters of credit
from $400 million to $300 million, (ii) improve pricing, including
unused
commitment fees and letter of credit fees and improve flexibility
in the
Company’s ability to make investments, (iii) extend the maturity date from
January 28, 2010 to February 1, 2012 and (iv) eliminate certain covenant
ratios and change, for pricing and covenant purposes, the gross debt
leverage ratio to a net debt ratio.
|
(b)
|
In
September 2005, SSV entered into a new credit facility ("SSV Facility")
with U.S. Bank as lender to refinance its existing credit facility
and to
provide additional financing for future acquisitions. The new
facility provides for financing up to an aggregate $33 million consisting
of (i) an $18 million working capital revolver, (ii) a $10 million
reducing revolver and (iii) a $5 million acquisition
revolver. Obligations under the SSV Facility are collateralized
by a first priority security interest in all the assets of SSV ($90.2
million at July 31, 2007). Availability under the SSV Facility
is based on the book values of accounts receivable, inventories and
rental
equipment of SSV. The SSV Facility matures September
2010. Borrowings bear interest annually at SSV's option of (i)
LIBOR plus 0.875% (6.20% at July 31, 2007) or (ii) U.S. Bank's prime
rate
minus 1.75% (6.50% at July 31, 2007). Proceeds under the
working capital revolver are for SSV's seasonal working capital
needs. No principal payments are due until maturity, and
principal may be drawn and repaid at any time. Proceeds under
the reducing revolver were used to pay off SSV's existing credit
facility. Principal under the reducing revolver may be drawn
and repaid at any time. The reducing revolver commitments
decrease by $312,500 on January 31, April 30, July 31 and October
31 of
each year beginning January 31, 2006 ($7.8 million available at July
31,
2007). Any outstanding balance in excess of the reduced
commitment amount is due on the day of each commitment
reduction. The acquisition revolver is to be utilized to make
acquisitions subject to U.S. Bank's approval. Principal under
the acquisition revolver may be drawn and repaid at any
time. The acquisition revolver commitments decrease by $156,250
on January 31, April 30, July 31 and October 31 of each year beginning
January 31, 2007 ($4.5 million available at July 31, 2007). Any
outstanding balance in excess of the reduced commitment amount is
due on
the day of each commitment reduction. The SSV Facility contains
certain restrictive financial covenants, including the Consolidated
Leverage Ratio and Minimum Fixed Charge Coverage Ratio (each as defined
in
the underlying credit agreement).
|
(c)
|
The
Company has outstanding $57.7 million of industrial development bonds
(collectively, the "Industrial Development Bonds"), of which $41.2
million
were issued by Eagle County, Colorado (the "Eagle County Bonds")
and
mature, subject to prior redemption, on August 1, 2019. These
bonds accrue interest at 6.95% per annum, with interest being payable
semi-annually on February 1 and August 1. The promissory note
with respect to the Eagle County Bonds between Eagle County and the
Company is collateralized by the Forest Service permits for Vail
and
Beaver Creek. In addition, the Company has outstanding two
series of refunding bonds (collectively, the "Summit County
Bonds"). The Series 1990 Sports Facilities Refunding Revenue
Bonds, issued by Summit County, Colorado, have an aggregate outstanding
principal amount of $15.0 million, maturing in the year ending July
31,
2009 and bear interest at 7.875%. The Series 1991 Sports
Facilities Refunding Revenue Bonds, issued by Summit County, Colorado,
have an aggregate outstanding principal amount of $1.5 million maturing
in
the year ending July 31, 2011 and bear interest at 7.375%. The
promissory note with respect to the Summit County Bonds between Summit
County and the Company is pledged and endorsed to the Bank of New
York as
Trustee under the Indenture of Trust underlying the Summit County
Bonds. The promissory note is also collateralized in accordance
with a guaranty from Ralston Purina Company (subsequently assumed
by Vail
Corp. to the Trustee for the benefit of the registered owners of
the
bonds).
|
(d)
|
As
of November 1, 2003, the Company began consolidating for financial
reporting purposes four employee housing entities (each an “Employee
Housing Entity” and collectively, the "Employee Housing Entities"):
Breckenridge Terrace, Tarnes, BC Housing and Tenderfoot. The
Employee Housing Entities had previously been accounted for under
the
equity method (see Note 7, Variable Interest
Entities). Accordingly, the outstanding indebtedness of the
entities (collectively, the "Employee Housing Bonds") is included
in the
Company's Consolidated Balance Sheets as of July 31, 2007 and
2006. The proceeds of the Employee Housing Bonds were used to
develop apartment complexes designated primarily for use by the Company's
seasonal employees at its mountain resorts. The Employee
Housing Bonds are variable rate, interest-only instruments with interest
rates tied to LIBOR plus 0% to 0.05% (5.32% to 5.37% at July 31,
2007). Interest on the Employee Housing Bonds is paid monthly
in arrears, and the interest rate is adjusted weekly. No
principal payments are due on the Employee Housing Bonds until
maturity. Each Employee Housing Entity’s bonds were issued in
two series. The Series A bonds for each Employee Housing Entity
and the Series B bonds for Breckenridge Terrace, BC Housing and Tenderfoot
are backed by letters of credit issued under the Credit
Facility. The Series B bonds for Tarnes are backed by a letter
of credit issued by a bank, for which the assets of Tarnes serve
as
collateral ($8.2 million at July 31, 2007). The table below
presents the principal amounts outstanding for the Employee Housing
Bonds
as of July 31, 2007 and 2006 (in
thousands):
|
Maturity
|
Tranche
A
|
Tranche
B
|
Total
|
|||||||
Breckenridge
Terrace
|
2039
|
$
|
14,980
|
$
|
5,000
|
$
|
19,980
|
|||
Tarnes
|
2039
|
8,000
|
2,410
|
10,410
|
||||||
BC
Housing
|
2027
|
9,100
|
1,500
|
10,600
|
||||||
Tenderfoot
|
2035
|
5,700
|
5,885
|
11,585
|
||||||
Total
|
$
|
37,780
|
$
|
14,795
|
$
|
52,575
|
(e)
|
In
January 2006, Arrabelle at Vail Square, LLC ("Arrabelle"), a wholly-owned
subsidiary of the Company, entered into a construction loan agreement
(the
"Arrabelle Facility") in the amount of up to $175 million with U.S.
Bank,
as administrative agent, and U.S. Bank and Wells Fargo, as joint
lead
arrangers. Borrowings under the Arrabelle Facility are
non-revolving and must be used for the payment of certain costs associated
with the construction and development of Arrabelle at Vail Square,
a
mixed-use development consisting of 67 luxury residential condominium
units, a 36-room RockResorts hotel, approximately 33,000 square feet
of
retail and restaurant space, a spa, private mountain club, skating
rink
and skier services facilities. The Arrabelle Facility matures
on August 1, 2008, and principal payments are due at maturity, with
certain pre-payment requirements, including upon the closing of the
condominium units. Borrowings under the Arrabelle Facility are
required to be paid in full by Arrabelle prior to any distribution
of
funds from the closing of condominium units to the
Company. Arrabelle has the option to extend the term of the
Arrabelle Facility for nine months, subject to certain
requirements. Borrowings under the Arrabelle Facility bear
interest annually at Arrabelle's option at the rate of (i) LIBOR
plus
1.45% (6.77% at July 31, 2007) or (ii) the administrative agent's
prime
commercial lending rate (8.25% at July 31, 2007). Interest is
payable monthly in arrears. The Arrabelle Facility provides for
affirmative and negative covenants that restrict, among other things,
Arrabelle's ability to dispose of assets, transfer or pledge its
equity
interest, incur indebtedness and make investments or
distributions. The Arrabelle Facility contains non-recourse
provisions to the Company with respect to repayment, whereby under
event
of default, the lenders have recourse only against Arrabelle's assets
($197.4 million at July 31, 2007) and as provided for below the lenders
do
not have recourse against assets held by the Company or Vail
Corp. All assets of Arrabelle are provided as collateral under
the Arrabelle Facility. At July 31, 2007, borrowings under the
Arrabelle Facility were $60.5
million.
|
(f)
|
The
Company has outstanding $390 million of Senior Subordinated Notes
due 2014
(the "6.75% Notes") issued in January 2004, the proceeds of which
were
used to purchase the previously outstanding $360 million principal
amount
of Senior Subordinated Notes due 2009 (the "8.75% Notes") and pay
related
premiums, fees and expenses. The 6.75% Notes have a fixed
annual interest rate of 6.75% with interest due semi-annually on
February
15 and August 15. The 6.75% Notes will mature February 2014 and
no principal payments are due to be paid until maturity. The
Company has certain early redemption options under the terms of the
6.75%
Notes. The premium for early redemption of the 6.75% Notes
ranges from 0% to 3.375%, depending on the date of redemption beginning
in
February 2009. The 6.75% Notes are subordinated to certain of
the Company's debts, including the Credit Facility. The
Company's payment obligations under the 6.75% Notes are jointly and
severally guaranteed by substantially all of the Company's current
and
future domestic subsidiaries (see Note 20, Guarantor Subsidiaries
and
Non-Guarantor Subsidiaries). The indenture governing the 6.75%
Notes contains restrictive covenants which, among other things, limit
the
ability of the Company and its Restricted Subsidiaries (as defined
in the
Indenture) to (i) borrow money or sell preferred stock, (ii) create
liens,
(iii) pay dividends on or redeem or repurchase stock, (iv) make certain
types of investments, (v) sell stock in the Restricted Subsidiaries,
(vi)
create restrictions on the ability of the Restricted Subsidiaries
to pay
dividends or make other payments to the Company, (vii) enter into
transactions with affiliates, (viii) issue guarantees of debt and
(ix)
sell assets or merge with other
companies.
|
(g)
|
Other
obligations primarily consist of a $6.5 million note outstanding
to the
Colorado Water Conservation Board, which matures in the year ending
July
31, 2029, and capital leases totaling $473,000. Other
obligations, including the Colorado Water Conservation Board note
and the
capital leases, bear interest at rates ranging from 3.5% to 6.0%
and have
maturities ranging from the year ending July 31, 2008 to the year
ending
July 31, 2029.
|
(h)
|
Current
maturities represent principal payments due in the next 12
months.
|
(i)
|
Maturities
are based on the Company's July 31 fiscal year
end.
|
Non-Recourse
Real
Estate
Financings
|
All
Other
|
Total
|
||||
2008
|
$
|
--
|
$
|
377
|
$
|
377
|
2009
|
60,530
|
15,279
|
75,809
|
|||
2010
|
26,352
|
264
|
26,616
|
|||
2011
|
--
|
1,738
|
1,738
|
|||
2012
|
--
|
205
|
205
|
|||
Thereafter
|
--
|
489,365
|
489,365
|
|||
Total
debt
|
$
|
86,882
|
$
|
507,228
|
$
|
594,110
|
July
31,
|
||||||||
2007
|
2006
|
|||||||
Land
and land improvements
|
$
|
249,291
|
$
|
248,941
|
||||
Buildings
and building improvements
|
553,958
|
529,316
|
||||||
Machinery
and equipment
|
420,514
|
393,949
|
||||||
Furniture
and fixtures
|
114,615
|
113,696
|
||||||
Software
|
27,756
|
32,508
|
||||||
Vehicles
|
27,179
|
25,671
|
||||||
Construction
in progress
|
71,666
|
39,149
|
||||||
Gross
property, plant and equipment
|
1,464,979
|
1,383,230
|
||||||
Accumulated
depreciation
|
(579,053
|
)
|
(532,118
|
)
|
||||
Property,
plant and equipment, net
|
$
|
885,926
|
$
|
851,112
|
July
31,
|
||||||||
2007
|
2006
|
|||||||
Indefinite
lived intangible assets
|
||||||||
Trademarks
|
$
|
61,714
|
$
|
59,379
|
||||
Water
rights
|
11,180
|
11,180
|
||||||
Excess
reorganization value
|
14,145
|
14,145
|
||||||
Other
intangible assets
|
6,175
|
6,577
|
||||||
Gross
indefinite lived intangible assets
|
93,214
|
91,281
|
||||||
Accumulated
amortization
|
(24,713
|
)
|
(24,752
|
)
|
||||
Indefinite
lived intangible assets, net
|
68,501
|
66,529
|
||||||
Goodwill
|
||||||||
Goodwill
|
159,053
|
153,165
|
||||||
Accumulated
amortization
|
(17,354
|
)
|
(17,354
|
)
|
||||
Goodwill,
net
|
141,699
|
135,811
|
||||||
Amortizable
intangible assets
|
||||||||
Customer
lists
|
17,814
|
18,087
|
||||||
Property
management contracts
|
4,412
|
10,869
|
||||||
Intellectual
property
|
--
|
4,348
|
||||||
Forest
Service permits
|
5,905
|
5,905
|
||||||
Other
intangible assets
|
15,308
|
15,320
|
||||||
Gross
amortizable intangible assets
|
43,439
|
54,529
|
||||||
Accumulated
amortization
|
||||||||
Customer
lists
|
(17,814
|
)
|
(17,851
|
)
|
||||
Property
management contracts
|
(3,643
|
)
|
(8,345
|
)
|
||||
Intellectual
property
|
--
|
(3,968
|
)
|
|||||
Forest
Service permits
|
(2,000
|
)
|
(1,826
|
)
|
||||
Other
intangible assets
|
(14,976
|
)
|
(13,959
|
)
|
||||
Accumulated
amortization
|
(38,433
|
)
|
(45,949
|
)
|
||||
Amortizable
intangible assets, net
|
5,006
|
8,580
|
||||||
Total
gross intangible assets
|
295,706
|
298,975
|
||||||
Total
accumulated amortization
|
(80,500
|
)
|
(88,055
|
)
|
||||
Total
intangible assets, net
|
$
|
215,206
|
$
|
210,920
|
July
31,
|
|||
2007
|
2006
|
||
Customer
lists
|
8
|
8
|
|
Property
management contracts
|
8
|
10
|
|
Intellectual
property
|
--
|
6
|
|
Forest
Service permits
|
35
|
35
|
|
Other
intangible assets
|
8
|
8
|
Balance
at July 31, 2004
|
$
|
145,090
|
||
Sale
of Rancho Mirage
|
(6,396
|
)
|
||
Assets
held for sale adjustment
|
(185
|
)
|
||
Purchase
of minority interest
|
(1,775
|
)
|
||
Put
exercise adjustment
|
(1,227
|
)
|
||
Balance
at July 31, 2005
|
$
|
135,507
|
||
Acquisition
|
304
|
|||
Balance
at July 31, 2006
|
$
|
135,811
|
||
Purchase
of minority interest
|
2,955
|
|||
Sale
of RTP
|
(3,049
|
)
|
||
Acquisitions
|
5,982
|
|||
Balance
at July 31, 2007
|
$
|
141,699
|
July
31,
|
||||||
2007
|
2006
|
|||||
Trade
payables
|
$
|
58,292
|
$
|
58,959
|
||
Real
estate development payables
|
39,807
|
23,640
|
||||
Deferred
revenue
|
36,179
|
30,785
|
||||
Deferred
credits and deposits
|
51,351
|
24,026
|
||||
Accrued
salaries, wages and deferred compensation
|
30,721
|
31,954
|
||||
Accrued
benefits
|
23,810
|
24,538
|
||||
Accrued
interest
|
14,710
|
14,969
|
||||
Liability
to complete real estate projects, short term
|
8,500
|
5,951
|
||||
Other
accruals
|
18,409
|
15,940
|
||||
Total
accounts payable and accrued expenses
|
$
|
281,779
|
$
|
230,762
|
July
31,
|
||||||
2007
|
2006
|
|||||
Private
club deferred initiation fee revenue
|
$
|
94,205
|
$
|
91,438
|
||
Deferred
real estate credits
|
54,363
|
54,578
|
||||
Private
club initiation deposits
|
17,767
|
1,308
|
||||
Liabilities
to complete real estate projects
|
6,301
|
550
|
||||
Other
long-term liabilities
|
9,194
|
10,616
|
||||
Total
other long-term liabilities
|
$
|
181,830
|
$
|
158,490
|
Equity
Method Affiliates
|
Ownership
Interest
|
||
Slifer,
Smith, and Frampton/Vail Associates Real Estate, LLC
("SSF/VARE")
|
50
|
%
|
|
KRED
|
50
|
%
|
|
Clinton
Ditch and Reservoir Company
|
43
|
%
|
|
Eclipse
Television & Sports Marketing, LLC (“Eclipse”)
|
*
|
||
Bachelor
Gulch Resort, LLC (“BG Resort”)
|
**
|
||
* The
Company had a 20% ownership interest in Eclipse which it sold on
July 31,
2007.
|
|||
**
The Company had a 49% ownership interest in BG Resort which it sold
on
December 8, 2004.
|
|
|
|
|
|
|
|
|
Facility,
|
|
|
|
|
|
|
Severance
|
|
|
|
|
|
Employee
|
|
|
|
|
|
|
and
|
|
|
Contract
|
|
|
and
Other
|
|
|
|
|
|
|
Retention
|
|
|
Termination
|
|
|
Relocation
|
|
|
|
|
|
|
Benefits
|
|
|
Costs
|
|
|
Costs
|
|
|
Total
|
|
Balance
at July 31, 2005
|
$
|
--
|
|
$
|
--
|
|
$
|
--
|
|
$
|
--
|
|
Relocation
charges
|
|
1,440
|
--
|
911
|
2,351
|
|||||||
Payments
|
|
(567
|
)
|
--
|
(628
|
)
|
(1,195
|
)
|
||||
Balance
at July 31, 2006
|
873
|
--
|
283
|
1,156
|
|
|||||||
Relocation
charges
|
67
|
348
|
1,018
|
1,433
|
||||||||
Payments
|
(940
|
)
|
(226
|
)
|
(1,301
|
)
|
(2,467
|
)
|
||||
Balance
at July 31, 2007
|
$
|
--
|
$
|
122
|
$
|
--
|
$
|
122
|
July
31,
|
||||||||
2007
|
2006
|
|||||||
Deferred
income tax liabilities:
|
||||||||
Fixed
assets
|
$
|
90,984
|
$
|
94,411
|
||||
Intangible
assets
|
22,330
|
19,884
|
||||||
Other,
net
|
4,705
|
4,147
|
||||||
Total
|
118,019
|
118,442
|
||||||
Deferred
income tax assets:
|
||||||||
Real
estate and other investments
|
11,407
|
8,440
|
||||||
Deferred
compensation and other accrued expenses
|
15,965
|
13,474
|
||||||
Net
operating loss carryforwards and minimum and
|
||||||||
other
tax credits
|
2,775
|
5,584
|
||||||
Deferred
membership revenue
|
30,942
|
29,519
|
||||||
Other,
net
|
1,361
|
1,904
|
||||||
Total
|
62,450
|
58,921
|
||||||
Valuation
allowance for deferred income taxes
|
(1,588
|
)
|
(1,605
|
)
|
||||
Deferred
income tax assets, net of valuation allowance
|
60,862
|
57,316
|
||||||
Net
deferred income tax liability
|
$
|
57,157
|
$
|
61,126
|
July
31,
|
|||||||
2007
|
2006
|
||||||
Net
current deferred income tax asset
|
$
|
15,056
|
$
|
11,938
|
|||
Net
non-current deferred income tax liability
|
72,213
|
73,064
|
|||||
Net
deferred income tax liability
|
$
|
57,157
|
$
|
61,126
|
Year
Ended July 31,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
Current:
|
||||||||||||
Federal
|
$
|
37,962
|
$
|
22,757
|
$
|
18,987
|
||||||
State
|
5,566
|
4,196
|
2,873
|
|||||||||
Total
current
|
43,528
|
26,953
|
21,860
|
|||||||||
Deferred:
|
||||||||||||
Federal
|
(4,125
|
)
|
3,383
|
(6,731
|
)
|
|||||||
State
|
(149
|
)
|
(1,082
|
)
|
(644
|
)
|
||||||
Total
deferred
|
(4,274
|
)
|
2,301
|
(7,375
|
)
|
|||||||
Provision
for income taxes
|
$
|
39,254
|
$
|
29,254
|
$
|
14,485
|
Year
Ended July 31,
|
|||||||||||
2007
|
2006
|
2005
|
|||||||||
At
U.S. federal income tax rate
|
35.0
|
%
|
35.0
|
%
|
35.0
|
%
|
|||||
State
income tax, net of federal benefit
|
3.5
|
%
|
2.7
|
%
|
3.3
|
%
|
|||||
Nondeductible
compensation
|
0.4
|
%
|
1.4
|
%
|
0.7
|
%
|
|||||
Nondeductible
meals or entertainment
|
0.2
|
%
|
0.2
|
%
|
0.6
|
%
|
|||||
General
business credits
|
(0.6
|
)
|
%
|
(1.0
|
)
|
%
|
(1.2
|
)
|
%
|
||
Other
|
0.5
|
%
|
0.7
|
%
|
0.1
|
%
|
|||||
39.0
|
%
|
39.0
|
%
|
38.5
|
%
|
2008
|
$
|
12,271
|
2009
|
8,810
|
|
2010
|
7,376
|
|
2011
|
5,779
|
|
2012
|
4,054
|
|
Thereafter
|
12,380
|
|
Total
|
$
|
50,670
|
Year
Ended July 31,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
Net
revenue:
|
||||||||||||
Lift
tickets
|
$
|
286,997
|
$
|
263,036
|
$
|
233,458
|
||||||
Ski
school
|
78,848
|
72,628
|
63,915
|
|||||||||
Dining
|
59,653
|
56,657
|
53,688
|
|||||||||
Retail/rental
|
160,542
|
149,350
|
120,149
|
|||||||||
Other
|
79,337
|
78,770
|
69,645
|
|||||||||
Total
Mountain net revenue
|
665,377
|
620,441
|
540,855
|
|||||||||
Lodging
|
162,451
|
155,807
|
196,351
|
|||||||||
Resort
|
827,828
|
776,248
|
737,206
|
|||||||||
Real
estate
|
112,708
|
62,604
|
72,781
|
|||||||||
Total
net revenue
|
$
|
940,536
|
$
|
838,852
|
$
|
809,987
|
||||||
Operating
expense:
|
||||||||||||
Mountain
|
$
|
462,708
|
$
|
443,116
|
$
|
391,889
|
||||||
Lodging
|
144,252
|
142,693
|
177,469
|
|||||||||
Resort
|
606,960
|
585,809
|
569,358
|
|||||||||
Real
estate
|
115,190
|
56,676
|
58,254
|
|||||||||
Total
segment operating expense
|
$
|
722,150
|
$
|
642,485
|
$
|
627,612
|
||||||
Equity
investment income (loss):
|
||||||||||||
Mountain
|
$
|
5,059
|
$
|
3,876
|
$
|
2,303
|
||||||
Lodging
|
--
|
--
|
(2,679
|
)
|
||||||||
Resort
|
5,059
|
3,876
|
(376
|
)
|
||||||||
Real
estate
|
--
|
791
|
(102
|
)
|
||||||||
Total
equity investment income (loss)
|
$
|
5,059
|
$
|
4,667
|
$
|
(478
|
)
|
|||||
Reported
EBITDA:
|
||||||||||||
Mountain
|
$
|
207,728
|
$
|
181,201
|
$
|
151,269
|
||||||
Lodging
|
18,199
|
13,114
|
16,203
|
|||||||||
Resort
|
225,927
|
194,315
|
167,472
|
|||||||||
Real
estate
|
(2,482
|
)
|
6,719
|
14,425
|
||||||||
Total
Reported EBITDA
|
$
|
223,445
|
$
|
201,034
|
$
|
181,897
|
||||||
Real
estate held for sale and investment
|
$
|
357,586
|
$
|
259,384
|
$
|
154,874
|
||||||
Reconciliation
to net income:
|
||||||||||||
Mountain
Reported EBITDA
|
207,728
|
181,201
|
151,269
|
|||||||||
Lodging
Reported EBITDA
|
18,199
|
13,114
|
16,203
|
|||||||||
Resort
Reported EBITDA
|
225,927
|
194,315
|
167,472
|
|||||||||
Real
Estate Reported EBITDA
|
(2,482
|
)
|
6,719
|
14,425
|
||||||||
Total
Reported EBITDA
|
223,445
|
201,034
|
181,897
|
|||||||||
Depreciation
and amortization
|
(87,664
|
)
|
(86,098
|
)
|
(89,968
|
)
|
||||||
Relocation
and separation charges
|
(1,433
|
)
|
(5,096
|
)
|
--
|
|||||||
Asset
impairment charges
|
--
|
(210
|
)
|
(2,550
|
)
|
|||||||
Mold
remediation credit
|
--
|
1,411
|
--
|
|||||||||
Loss
on disposal of fixed assets, net
|
(1,083
|
)
|
(1,035
|
)
|
(1,528
|
)
|
||||||
Investment
income
|
12,403
|
7,995
|
2,066
|
|||||||||
Interest
expense, net
|
(32,625
|
)
|
(36,478
|
)
|
(40,298
|
)
|
||||||
Loss
on extinguishment of debt
|
--
|
--
|
(612
|
)
|
||||||||
(Loss)
gain from sale of businesses, net
|
(639
|
)
|
4,625
|
(7,353
|
)
|
|||||||
Contact
dispute charges
|
(4,642
|
)
|
(3,282
|
)
|
--
|
|||||||
Gain
(loss) on put options, net
|
690
|
(1,212
|
)
|
1,158
|
||||||||
Other
income, net
|
--
|
50
|
50
|
|||||||||
Minority
interest in income of consolidated subsidiaries, net
|
(7,801
|
)
|
(6,694
|
)
|
(5,239
|
)
|
||||||
Income
before provision for income taxes
|
100,651
|
75,010
|
37,623
|
|||||||||
Provision
for income taxes
|
(39,254
|
)
|
(29,254
|
)
|
(14,485
|
)
|
||||||
Net
income
|
$
|
61,397
|
$
|
45,756
|
$
|
23,138
|
2007
|
||||||||||||||||||||
Year
|
Quarter
|
Quarter
|
Quarter
|
Quarter
|
||||||||||||||||
Ended
|
Ended
|
Ended
|
Ended
|
Ended
|
||||||||||||||||
July
31,
|
July
31,
|
April
30,
|
January
31,
|
October
31,
|
||||||||||||||||
2007
|
2007
|
2007
|
2007
|
2006
|
||||||||||||||||
Mountain
revenue
|
$
|
665,377
|
$
|
38,475
|
$
|
308,712
|
$
|
272,026
|
$
|
46,164
|
||||||||||
Lodging
revenue
|
162,451
|
45,604
|
43,643
|
32,796
|
40,408
|
|||||||||||||||
Real
estate revenue
|
112,708
|
12,436
|
17,134
|
56,216
|
26,922
|
|||||||||||||||
Total
net revenue
|
940,536
|
96,515
|
369,489
|
361,038
|
113,494
|
|||||||||||||||
Income
(loss) from operations
|
128,206
|
(54,867
|
)
|
136,184
|
97,750
|
(50,861
|
)
|
|||||||||||||
Loss
on sale of businesses, net
|
(639
|
)
|
(38
|
)
|
(601
|
)
|
--
|
--
|
||||||||||||
Contract
dispute charges
|
(4,642
|
)
|
(181
|
)
|
(184
|
)
|
(672
|
)
|
(3,605
|
)
|
||||||||||
Net
income (loss)
|
61,397
|
(34,322
|
)
|
78,508
|
53,026
|
(35,815
|
)
|
|||||||||||||
Basic
net income (loss) per common share
|
1.58
|
(0.88
|
)
|
2.02
|
1.37
|
(0.93
|
)
|
|||||||||||||
Diluted
net income (loss) per common share
|
$
|
1.56
|
$
|
(0.88
|
)
|
$
|
1.99
|
$
|
1.35
|
$
|
(0.93
|
)
|
||||||||
2006
|
||||||||||||||||||||
Year
|
Quarter
|
Quarter
|
Quarter
|
Quarter
|
||||||||||||||||
Ended
|
Ended
|
Ended
|
Ended
|
Ended
|
||||||||||||||||
July
31,
|
July
31,
|
April
30,
|
January
31,
|
October
31,
|
||||||||||||||||
2006
|
2006
|
2006
|
2006
|
2005
|
||||||||||||||||
Mountain
revenue
|
$
|
620,441
|
$
|
39,163
|
$
|
294,773
|
$
|
246,228
|
$
|
40,277
|
||||||||||
Lodging
revenue
|
155,807
|
42,486
|
39,492
|
32,079
|
41,750
|
|||||||||||||||
Real
estate revenue
|
62,604
|
42,378
|
7,124
|
9,709
|
3,393
|
|||||||||||||||
Total
net revenue
|
838,852
|
124,027
|
341,389
|
288,016
|
85,420
|
|||||||||||||||
Income
(loss) from operations
|
105,339
|
(45,034
|
)
|
123,245
|
77,008
|
(49,880
|
)
|
|||||||||||||
Gain
on sale of businesses, net
|
4,625
|
--
|
--
|
4,625
|
--
|
|||||||||||||||
Contract
dispute charges
|
(3,282
|
)
|
(2,466
|
)
|
(816
|
)
|
--
|
--
|
||||||||||||
Net
income (loss)
|
45,756
|
(31,263
|
)
|
68,337
|
43,011
|
(34,329
|
)
|
|||||||||||||
Basic
net income (loss) per common share
|
1.21
|
(0.80
|
)
|
1.78
|
1.15
|
(0.93
|
)
|
|||||||||||||
Diluted
net income (loss) per common share
|
$
|
1.19
|
$
|
(0.80
|
)
|
$
|
1.75
|
$
|
1.12
|
$
|
(0.93
|
)
|
Year
Ended July 31,
|
||||||||
2007
|
2006
|
2005
|
||||||
Expected
volatility
|
37.4
|
%
|
38.9
|
%
|
35.3
|
%
|
||
Expected
dividends
|
--
|
%
|
--
|
%
|
--
|
%
|
||
Expected
term (in years)
|
5.3
|
5.8-7.0
|
5.0
|
|||||
Risk-free
rate
|
4.3-4.8
|
%
|
4.0-4.6
|
%
|
3.3
|
%
|
Weighted-Average
|
Weighted-Average
|
Aggregate
|
|||||||||||
Exercise
|
Remaining
|
Intrinsic
|
|||||||||||
Awards
|
Price
|
Contractual
Term
|
Value
|
||||||||||
Outstanding
at July 31, 2004
|
4,453
|
$
|
18.32
|
||||||||||
Granted
|
790
|
18.76
|
|||||||||||
Exercised
|
(1,244
|
)
|
17.70
|
||||||||||
Forfeited
or expired
|
(119
|
)
|
17.21
|
||||||||||
Outstanding
at July 31, 2005
|
3,880
|
$
|
18.64
|
||||||||||
Granted
|
805
|
29.86
|
|||||||||||
Exercised
|
(2,433
|
)
|
19.27
|
||||||||||
Forfeited
or expired
|
(469
|
)
|
21.18
|
||||||||||
Outstanding
at July 31, 2006
|
1,783
|
$
|
22.18
|
||||||||||
Granted
|
227
|
42.37
|
|||||||||||
Exercised
|
(649
|
)
|
17.71
|
||||||||||
Forfeited
or expired
|
(165
|
)
|
28.63
|
||||||||||
Outstanding
at July 31, 2007
|
1,196
|
$
|
27.55
|
7.9
years
|
$
|
31,185
|
|||||||
Exercisable
at July 31, 2007
|
532
|
$
|
22.36
|
7.1
years
|
$
|
16,579
|
Weighted-Average
|
||||||
Grant-Date
|
||||||
Awards
|
Fair
Value
|
|||||
Outstanding
at August 1, 2006
|
1,108
|
$
|
9.99
|
|||
Granted
|
227
|
16.18
|
||||
Vested
|
(508
|
)
|
8.56
|
|||
Forfeited
|
(163
|
)
|
11.33
|
|||
Nonvested
at July 31, 2007
|
664
|
$
|
12.87
|
Weighted-Average
|
||||||
Grant-Date
|
||||||
Awards
|
Fair
Value
|
|||||
Outstanding
at August 1, 2006
|
193
|
$
|
28.43
|
|||
Granted
|
102
|
41.76
|
||||
Vested
|
(75
|
)
|
27.94
|
|||
Forfeited
|
(25
|
)
|
33.26
|
|||
Nonvested
at July 31, 2007
|
195
|
$
|
34.94
|
100%
Owned
|
|||||||||||||||||||||
Parent
|
Guarantor
|
Other
|
Eliminating
|
||||||||||||||||||
Company
|
Subsidiaries
|
Subsidiaries
|
Entries
|
Consolidated
|
|||||||||||||||||
Current
assets:
|
|||||||||||||||||||||
Cash
and cash equivalents
|
$
|
--
|
$
|
225,952
|
$
|
4,867
|
$
|
--
|
$
|
230,819
|
|||||||||||
Restricted
cash
|
--
|
11,437
|
43,312
|
--
|
54,749
|
||||||||||||||||
Trade
receivables, net
|
--
|
41,804
|
1,753
|
--
|
43,557
|
||||||||||||||||
Inventories,
net
|
--
|
9,805
|
38,259
|
--
|
48,064
|
||||||||||||||||
Other
current assets
|
15,056
|
13,545
|
5,847
|
--
|
34,448
|
||||||||||||||||
Total
current assets
|
15,056
|
302,543
|
94,038
|
--
|
411,637
|
||||||||||||||||
Property,
plant and equipment, net
|
--
|
784,458
|
101,468
|
--
|
885,926
|
||||||||||||||||
Real
estate held for sale and investment
|
--
|
86,837
|
270,749
|
--
|
357,586
|
||||||||||||||||
Goodwill,
net
|
--
|
123,033
|
18,666
|
--
|
141,699
|
||||||||||||||||
Intangible
assets, net
|
--
|
57,087
|
16,420
|
--
|
73,507
|
||||||||||||||||
Other
assets
|
4,646
|
24,225
|
9,897
|
--
|
38,768
|
||||||||||||||||
Investments
in subsidiaries and advances to (from) parent
|
1,206,709
|
337,716
|
(82,219
|
)
|
(1,462,206
|
)
|
--
|
||||||||||||||
Total
assets
|
$
|
1,226,411
|
$
|
1,715,899
|
$
|
429,019
|
$
|
(1,462,206
|
)
|
$
|
1,909,123
|
||||||||||
Current
liabilities:
|
|||||||||||||||||||||
Accounts
payable and accrued expenses
|
$
|
12,718
|
$
|
161,456
|
$
|
107,605
|
$
|
--
|
$
|
281,779
|
|||||||||||
Income
taxes payable
|
37,441
|
--
|
--
|
--
|
37,441
|
||||||||||||||||
Long-term
debt due within one year
|
--
|
49
|
328
|
--
|
377
|
||||||||||||||||
Total
current liabilities
|
50,159
|
161,505
|
107,933
|
--
|
319,597
|
||||||||||||||||
Long-term
debt
|
390,000
|
57,724
|
146,009
|
--
|
593,733
|
||||||||||||||||
Other
long-term liabilities
|
--
|
108,582
|
73,248
|
--
|
181,830
|
||||||||||||||||
Deferred
income taxes
|
72,213
|
--
|
--
|
--
|
72,213
|
||||||||||||||||
Minority
interest in net assets of consolidated subsidiaries
|
--
|
--
|
--
|
27,711
|
27,711
|
||||||||||||||||
Total
stockholders’ equity
|
714,039
|
1,388,088
|
101,829
|
(1,489,917
|
)
|
714,039
|
|||||||||||||||
Total
liabilities and stockholders’ equity
|
$
|
1,226,411
|
$
|
1,715,899
|
$
|
429,019
|
$
|
(1,462,206
|
)
|
$
|
1,909,123
|
100%
Owned
|
||||||||||||||||||||||
Parent
|
Guarantor
|
Other
|
Eliminating
|
|||||||||||||||||||
Company
|
Subsidiaries
|
Subsidiaries
|
Entries
|
Consolidated
|
||||||||||||||||||
Current
assets:
|
||||||||||||||||||||||
Cash
and cash equivalents
|
$
|
--
|
$
|
179,998
|
$
|
11,796
|
$
|
--
|
$
|
191,794
|
||||||||||||
Restricted
cash
|
--
|
14,787
|
5,535
|
--
|
20,322
|
|||||||||||||||||
Trade
receivables, net
|
--
|
31,030
|
4,919
|
--
|
35,949
|
|||||||||||||||||
Inventories,
net
|
--
|
8,595
|
33,683
|
--
|
42,278
|
|||||||||||||||||
Other
current assets
|
11,945
|
21,308
|
2,378
|
--
|
35,631
|
|||||||||||||||||
Total
current assets
|
11,945
|
255,718
|
58,311
|
--
|
325,974
|
|||||||||||||||||
Property,
plant and equipment, net
|
--
|
782,158
|
68,954
|
--
|
851,112
|
|||||||||||||||||
Real
estate held for sale and investment
|
--
|
154,330
|
105,054
|
--
|
259,384
|
|||||||||||||||||
Goodwill,
net
|
--
|
118,475
|
17,336
|
--
|
135,811
|
|||||||||||||||||
Intangible
assets, net
|
--
|
58,185
|
16,924
|
--
|
75,109
|
|||||||||||||||||
Other
assets
|
5,356
|
20,510
|
14,387
|
--
|
40,253
|
|||||||||||||||||
Investments
in subsidiaries and advances to (from) parent
|
1,053,209
|
(541,621
|
)
|
(51,690
|
)
|
(459,898
|
)
|
--
|
||||||||||||||
Total
assets
|
$
|
1,070,510
|
$
|
847,755
|
$
|
229,276
|
$
|
(459,898
|
)
|
$
|
1,687,643
|
|||||||||||
Current
liabilities:
|
||||||||||||||||||||||
Accounts
payable and accrued expenses
|
$
|
19,857
|
$
|
161,179
|
$
|
49,726
|
$
|
--
|
$
|
230,762
|
||||||||||||
Income
taxes payable
|
17,517
|
--
|
--
|
--
|
17,517
|
|||||||||||||||||
Long-term
debt due within one year
|
--
|
4,045
|
1,870
|
--
|
5,915
|
|||||||||||||||||
Total
current liabilities
|
37,374
|
165,224
|
51,596
|
--
|
254,194
|
|||||||||||||||||
Long-term
debt
|
390,000
|
57,734
|
77,579
|
--
|
525,313
|
|||||||||||||||||
Other
long-term liabilities
|
359
|
121,995
|
36,136
|
--
|
158,490
|
|||||||||||||||||
Deferred
income taxes
|
--
|
72,919
|
145
|
--
|
73,064
|
|||||||||||||||||
Put
option liabilities
|
--
|
1,245
|
--
|
--
|
1,245
|
|||||||||||||||||
Minority
interest in net assets of consolidated subsidiaries
|
--
|
13,285
|
19,275
|
--
|
32,560
|
|||||||||||||||||
Total
stockholders’ equity
|
642,777
|
415,353
|
44,545
|
(459,898
|
)
|
642,777
|
||||||||||||||||
Total
liabilities and stockholders’ equity
|
$
|
1,070,510
|
$
|
847,755
|
$
|
229,276
|
$
|
(459,898
|
)
|
$
|
1,687,643
|
100%
Owned
|
||||||||||||||||||||
Parent
|
Guarantor
|
Other
|
Eliminating
|
|||||||||||||||||
Company
|
Subsidiaries
|
Subsidiaries
|
Entries
|
Consolidated
|
||||||||||||||||
Total
net revenue
|
$
|
--
|
$
|
719,258
|
$
|
234,780
|
$
|
(13,502
|
)
|
$
|
940,536
|
|||||||||
Total
operating expense
|
510
|
612,972
|
210,301
|
(11,453
|
)
|
812,330
|
||||||||||||||
(Loss)
income from operations
|
(510
|
)
|
106,286
|
24,479
|
(2,049
|
)
|
128,206
|
|||||||||||||
Other
(expense) income, net
|
(27,037
|
)
|
5,950
|
(3,929
|
)
|
152
|
(24,864
|
)
|
||||||||||||
Equity
investment income, net
|
--
|
5,059
|
--
|
--
|
5,059
|
|||||||||||||||
Loss
on sale of businesses, net
|
--
|
(639
|
)
|
--
|
--
|
(639
|
)
|
|||||||||||||
Gain
on put options, net
|
--
|
690
|
--
|
--
|
690
|
|||||||||||||||
Minority
interest in income of consolidated subsidiaries, net
|
--
|
--
|
--
|
(7,801
|
)
|
(7,801
|
)
|
|||||||||||||
(Loss)
income before income taxes
|
(27,547
|
)
|
117,346
|
20,550
|
(9,698
|
)
|
100,651
|
|||||||||||||
Benefit
(provision) for income taxes
|
10,743
|
(50,124
|
)
|
127
|
--
|
(39,254
|
)
|
|||||||||||||
Net
(loss) income before equity in income of consolidated
subsidiaries
|
(16,804
|
)
|
67,222
|
20,677
|
(9,698
|
)
|
61,397
|
|||||||||||||
Equity
in income of consolidated subsidiaries
|
78,201
|
--
|
--
|
(78,201
|
)
|
--
|
||||||||||||||
Net
income (loss)
|
$
|
61,397
|
$
|
67,222
|
$
|
20,677
|
$
|
(87,899
|
)
|
$
|
61,397
|
100%
Owned
|
||||||||||||||||||||
Parent
|
Guarantor
|
Other
|
Eliminating
|
|||||||||||||||||
Company
|
Subsidiaries
|
Subsidiaries
|
Entries
|
Consolidated
|
||||||||||||||||
Total
net revenue
|
$
|
--
|
$
|
649,743
|
$
|
197,656
|
$
|
(8,547
|
)
|
$
|
838,852
|
|||||||||
Total
operating expense
|
18,204
|
551,923
|
171,933
|
(8,547
|
)
|
733,513
|
||||||||||||||
(Loss)
income from operations
|
(18,204
|
)
|
97,820
|
25,723
|
--
|
105,339
|
||||||||||||||
Other
expense, net
|
(27,149
|
)
|
(1,857
|
)
|
(2,709
|
)
|
--
|
(31,715
|
)
|
|||||||||||
Equity
investment income, net
|
--
|
4,667
|
--
|
--
|
4,667
|
|||||||||||||||
Gain
on sale of businesses, net
|
--
|
4,625
|
--
|
--
|
4,625
|
|||||||||||||||
Loss
on put options, net
|
--
|
(1,212
|
)
|
--
|
--
|
(1,212
|
)
|
|||||||||||||
Minority
interest in income of consolidated subsidiaries, net
|
--
|
--
|
(6,694
|
)
|
--
|
(6,694
|
)
|
|||||||||||||
(Loss)
income before income taxes
|
(45,353
|
)
|
104,043
|
16,320
|
--
|
75,010
|
||||||||||||||
Benefit
(provision) for income taxes
|
17,688
|
(47,172
|
)
|
230
|
--
|
(29,254
|
)
|
|||||||||||||
Net
(loss) income before equity in income of consolidated
subsidiaries
|
(27,665
|
)
|
56,871
|
16,550
|
--
|
45,756
|
||||||||||||||
Equity
in income of consolidated subsidiaries
|
73,421
|
--
|
--
|
(73,421
|
)
|
--
|
||||||||||||||
Net
income (loss)
|
$
|
45,756
|
$
|
56,871
|
$
|
16,550
|
$
|
(73,421
|
)
|
$
|
45,756
|
100%
Owned
|
||||||||||||||||||||
Parent
|
Guarantor
|
Other
|
Eliminating
|
|||||||||||||||||
Company
|
Subsidiaries
|
Subsidiaries
|
Entries
|
Consolidated
|
||||||||||||||||
Total
net revenue
|
$
|
48
|
$
|
675,176
|
$
|
143,579
|
$
|
(8,816
|
)
|
$
|
809,987
|
|||||||||
Total
operating expense
|
15,515
|
581,632
|
133,327
|
(8,816
|
)
|
721,658
|
||||||||||||||
(Loss)
income from operations
|
(15,467
|
)
|
93,544
|
10,252
|
--
|
88,329
|
||||||||||||||
Other
expense, net
|
(27,706
|
)
|
(7,921
|
)
|
(3,167
|
)
|
--
|
(38,794
|
)
|
|||||||||||
Equity
investment loss, net
|
--
|
(478
|
)
|
--
|
--
|
(478
|
)
|
|||||||||||||
Loss
on sale of businesses, net
|
--
|
(7,353
|
)
|
--
|
--
|
(7,353
|
)
|
|||||||||||||
Gain
on put options, net
|
--
|
1,158
|
--
|
--
|
1,158
|
|||||||||||||||
Minority
interest in loss (income) of consolidated subsidiaries,
net
|
--
|
476
|
(5,715
|
)
|
--
|
(5,239
|
)
|
|||||||||||||
(Loss)
income before income taxes
|
(43,173
|
)
|
79,426
|
1,370
|
--
|
37,623
|
||||||||||||||
Benefit
(provision) for income taxes
|
16,622
|
(31,291
|
)
|
184
|
--
|
(14,485
|
)
|
|||||||||||||
Net
(loss) income before equity in income of consolidated
subsidiaries
|
(26,551
|
)
|
48,135
|
1,554
|
--
|
23,138
|
||||||||||||||
Equity
in income of consolidated subsidiaries
|
49,689
|
--
|
--
|
(49,689
|
)
|
--
|
||||||||||||||
Net
income (loss)
|
$
|
23,138
|
$
|
48,135
|
$
|
1,554
|
$
|
(49,689
|
)
|
$
|
23,138
|
100%
Owned
|
||||||||||||||||
Parent
|
Guarantor
|
Other
|
||||||||||||||
Company
|
Subsidiaries
|
Subsidiaries
|
Consolidated
|
|||||||||||||
Net
cash (used in) provided by operating activities
|
$
|
(41,046
|
)
|
$
|
191,441
|
$
|
(31,953
|
)
|
$
|
118,442
|
||||||
Cash
flows from investing activities:
|
||||||||||||||||
Capital
expenditures
|
--
|
(76,563
|
)
|
(42,669
|
)
|
(119,232
|
)
|
|||||||||
Cash
received from sale of businesses
|
--
|
3,544
|
--
|
3,544
|
||||||||||||
Purchase
of minority interest
|
--
|
(8,387
|
)
|
--
|
(8,387
|
)
|
||||||||||
Other
investing activities, net
|
--
|
(2,561
|
)
|
(5,510
|
)
|
(8,071
|
)
|
|||||||||
Net
cash used in investing activities
|
--
|
(83,967
|
)
|
(48,179
|
)
|
(132,146
|
)
|
|||||||||
Cash
flows from financing activities:
|
||||||||||||||||
Repurchase
of common stock
|
(15,007
|
)
|
--
|
--
|
(15,007
|
)
|
||||||||||
Net
proceeds (payments) from borrowings under long-term debt
|
--
|
(9,898
|
)
|
72,752
|
62,854
|
|||||||||||
Proceeds
from exercise of stock options
|
11,496
|
--
|
--
|
11,496
|
||||||||||||
Tax
benefit from exercise of stock options
|
6,925
|
--
|
--
|
6,925
|
||||||||||||
Distributions
from joint ventures from (to) minority shareholders
|
--
|
3,986
|
(13,991
|
)
|
(10,005
|
)
|
||||||||||
Advances
(from) to affiliates
|
38,926
|
(53,384
|
)
|
14,458
|
--
|
|||||||||||
Other
financing activities, net
|
(1,294
|
)
|
(2,224
|
)
|
(16
|
)
|
(3,534
|
)
|
||||||||
Net
cash provided by (used in) financing activities
|
41,046
|
(61,520
|
)
|
73,203
|
52,729
|
|||||||||||
Net
increase (decrease) in cash and cash equivalents
|
--
|
45,954
|
(6,929
|
)
|
39,025
|
|||||||||||
Cash
and cash equivalents
|
||||||||||||||||
Beginning
of period
|
--
|
179,998
|
11,796
|
191,794
|
||||||||||||
End
of period
|
$
|
--
|
$
|
225,952
|
$
|
4,867
|
$
|
230,819
|
100%
Owned
|
||||||||||||||||
Parent
|
Guarantor
|
Other
|
||||||||||||||
Company
|
Subsidiaries
|
Subsidiaries
|
Consolidated
|
|||||||||||||
Net
cash (used in) provided by operating activities
|
$
|
(13,000
|
)
|
$
|
92,568
|
$
|
(15,892
|
)
|
$
|
63,676
|
||||||
Cash
flows from investing activities:
|
||||||||||||||||
Capital
expenditures
|
--
|
(78,380
|
)
|
(10,521
|
)
|
(88,901
|
)
|
|||||||||
Cash
received from sale of businesses
|
--
|
30,712
|
--
|
30,712
|
||||||||||||
Other
investing activities, net
|
--
|
277
|
(4,081
|
)
|
(3,804
|
)
|
||||||||||
Net
cash used in investing activities
|
--
|
(47,391
|
)
|
(14,602
|
)
|
(61,993
|
)
|
|||||||||
Cash
flows from financing activities:
|
||||||||||||||||
Repurchase
of common stock
|
--
|
(10,839
|
)
|
--
|
(10,839
|
)
|
||||||||||
Net
proceeds from borrowings under long-term debt
|
--
|
5,769
|
3,452
|
9,221
|
||||||||||||
Proceeds
from exercise of stock options
|
46,649
|
--
|
--
|
46,649
|
||||||||||||
Tax
benefit from exercise of stock options
|
14,323
|
--
|
--
|
14,323
|
||||||||||||
Advances
(from) to affiliates
|
(47,972
|
)
|
49,590
|
(1,618
|
)
|
--
|
||||||||||
Other
financing activities, net
|
--
|
(2,578
|
)
|
(3,245
|
)
|
(5,823
|
)
|
|||||||||
Net
cash provided by (used in) financing activities
|
13,000
|
41,942
|
(1,411
|
)
|
53,531
|
|||||||||||
Net
increase (decrease) in cash and cash equivalents
|
--
|
87,119
|
(31,905
|
)
|
55,214
|
|||||||||||
Cash
and cash equivalents
|
||||||||||||||||
Beginning
of period
|
--
|
92,879
|
43,701
|
136,580
|
||||||||||||
End
of period
|
$
|
--
|
$
|
179,998
|
$
|
11,796
|
$
|
191,794
|
100%
Owned
|
||||||||||||||||
Parent
|
Guarantor
|
Other
|
||||||||||||||
Company
|
Subsidiaries
|
Subsidiaries
|
Consolidated
|
|||||||||||||
Net
cash (used in) provided by operating activities
|
$
|
(4,690
|
)
|
$
|
147,928
|
$
|
4,939
|
$
|
148,177
|
|||||||
Cash
flows from investing activities:
|
||||||||||||||||
Capital
expenditures
|
--
|
(71,532
|
)
|
(8,443
|
)
|
(79,975
|
)
|
|||||||||
Cash
received from sale of businesses
|
108,399
|
--
|
108,399
|
|||||||||||||
Other
investing activities, net
|
--
|
(1,511
|
)
|
370
|
(1,141
|
)
|
||||||||||
Net
cash provided by (used in) investing activities
|
--
|
35,356
|
(8,073
|
)
|
27,283
|
|||||||||||
Cash
flows from financing activities:
|
||||||||||||||||
Proceeds
from exercise of stock options
|
21,939
|
--
|
--
|
21,939
|
||||||||||||
Net
payments on long-term debt
|
--
|
(98,945
|
)
|
(4,621
|
)
|
(103,566
|
)
|
|||||||||
Advances
(from) to affiliates
|
(17,249
|
)
|
(30,562
|
)
|
47,811
|
--
|
||||||||||
Other
financing activities, net
|
--
|
(1,973
|
)
|
(1,608
|
)
|
(3,581
|
)
|
|||||||||
Net
cash provided by (used in) financing activities
|
4,690
|
(131,480
|
)
|
41,582
|
(85,208
|
)
|
||||||||||
Net
increase in cash and cash equivalents
|
--
|
51,804
|
38,448
|
90,252
|
||||||||||||
Cash
and cash equivalents
|
||||||||||||||||
Beginning
of period
|
--
|
41,075
|
5,253
|
46,328
|
||||||||||||
End
of period
|
$
|
--
|
$
|
92,879
|
$
|
43,701
|
$
|
136,580
|
|
(1)
|
See
"Item 8. Financial Statements and Supplementary Data" for the
index to the Financial Statements.
|
|
(2)
|
All
other schedules have been omitted because the required information
is not
applicable or because the information required has been included
in the
financial statements or notes
thereto.
|
Posted
Exhibit Number
|
Description
|
Sequentially
Numbered Page
|
3.1
|
Amended
and Restated Certificate of Incorporation of Vail Resorts, Inc.,
dated
January 5, 2005. (Incorporated by reference to Exhibit 3.1 on
Form 10-Q of Vail Resorts, Inc. for the quarter ended January 31,
2005.)
|
|
3.2
|
Amended
and Restated By-Laws of Vail Resorts, Inc., dated September 28,
2004. (Incorporated by reference to Exhibit 3.1 on Form 8-K of
Vail Resorts, Inc. filed on September 30, 2004.)
|
|
4.1(a)
|
Indenture,
dated as of January 29, 2004, among Vail Resorts, Inc., the guarantors
therein and the Bank of New York as Trustee (Including Exhibit
A, Form of
Global Note). (Incorporated by reference to Exhibit 4.1 on Form
8-K of Vail Resorts, Inc. filed on February 2, 2004.)
|
|
4.1(b)
|
Supplemental
Indenture, dated as of March 10, 2006 to Indenture dated as of
January 29,
2004 among Vail Resorts, Inc., as Issuer, the Guarantors named
therein, as
Guarantors, and The Bank of New York, as Trustee. (Incorporated
by reference to Exhibit 10.34 on Form 10-Q of Vail Resorts, Inc.
for the
quarter ended January 31, 2006.)
|
|
4.1(c)
|
Form
of Global Note. (Incorporated by reference to Exhibit 4.1 on
Form 8-K of Vail Resorts, Inc. filed February 2, 2004.)
|
|
10.1
|
Forest
Service Unified Permit for Heavenly ski area, dated April 29,
2002. (Incorporated by reference to Exhibit 99.13 of the report
on Form 10-Q of Vail Resorts, Inc. for the quarter ended April
30,
2002.)
|
|
10.2(a)
|
Forest
Service Unified Permit for Keystone ski area, dated December 30,
1996. (Incorporated by reference to Exhibit 99.2(a) on Form
10-Q of Vail Resorts, Inc. for the quarter ended October 31,
2002.)
|
|
10.2(b)
|
Amendment
No. 2 to Forest Service Unified Permit for Keystone ski
area. (Incorporated by reference to Exhibit 99.2(b) on Form
10-Q of Vail Resorts, Inc. for the quarter ended October 31,
2002.)
|
|
10.2(c)
|
Amendment
No. 3 to Forest Service Unified Permit for Keystone ski area.
(Incorporated by reference to Exhibit 10.3 (c) on Form 10-K of
Vail
Resorts, Inc. for the year ended July 31, 2005.)
|
|
10.2(d)
|
Amendment
No. 4 to Forest Service Unified Permit for Keystone ski area.
(Incorporated by reference to Exhibit 10.3 (d) on Form 10-K of
Vail
Resorts, Inc. for the year ended July 31, 2005.)
|
|
10.2(e)
|
Amendment
No. 5 to Forest Service Unified Permit for Keystone ski area.
(Incorporated by reference to Exhibit 10.3 (e) on Form 10-K of
Vail
Resorts, Inc. for the year ended July 31, 2005.)
|
|
10.3(a)
|
Forest
Service Unified Permit for Breckenridge ski area, dated December
30,
1996. (Incorporated by reference to Exhibit 99.3(a) on Form
10-Q of Vail Resorts, Inc. for the quarter ended October 31,
2002.)
|
|
10.3(b)
|
Amendment
No. 1 to Forest Service Unified Permit for Breckenridge ski
area. (Incorporated by reference to Exhibit 99.3(b) on Form
10-Q of Vail Resorts, Inc. for the quarter ended October 31,
2002.)
|
|
10.3(c)
|
Amendment
No. 2 to Forest Service Unified Permit for Breckenridge ski area.
(Incorporated by reference to Exhibit 10.4 (c) on Form 10-K of
Vail
Resorts, Inc. for the year ended July 31, 2005.)
|
|
10.3(d)
|
Amendment
No. 3 to Forest Service Unified Permit for Breckenridge ski area.
(Incorporated by reference to Exhibit 10.4 (d) on Form 10-K of
Vail
Resorts, Inc. for the year ended July 31, 2005.)
|
|
10.3(e)
|
Amendment
No. 4 to Forest Service Unified Permit for Breckenridge ski area.
(Incorporated by reference to Exhibit 10.4 (e) on Form 10-K of
Vail
Resorts, Inc. for the year ended July 31, 2005.)
|
|
10.3(f)
|
Amendment
No. 5 to Forest Service Unified Permit for Breckenridge ski area.
(Incorporated by reference to Exhibit 10.4(f) on Form 10-Q of Vail
Resorts, Inc. for the quarter ended January 31, 2006.)
|
|
10.4(a)
|
Forest
Service Unified Permit for Beaver Creek ski area. (Incorporated
by reference to Exhibit 99.4(a) on Form 10-Q of Vail Resorts, Inc.
for the
quarter ended October 31, 2002.)
|
|
10.4(b)
|
Exhibits
to Forest Service Unified Permit for Beaver Creek ski
area. (Incorporated by reference to Exhibit 99.4(b) on Form
10-Q of Vail Resorts, Inc. for the quarter ended October 31,
2002.)
|
|
10.4(c)
|
Amendment
No. 1 to Forest Service Unified Permit for Beaver Creek ski area.
(Incorporated by reference to Exhibit 10.5 (c) on Form 10-K of
Vail
Resorts, Inc. for the year ended July 31, 2005.)
|
|
10.4(d)
|
Amendment
No. 2 to Forest Service Unified Permit for Beaver Creek ski area.
(Incorporated by reference to Exhibit 10.5 (d) on Form 10-K of
Vail
Resorts, Inc. for the year ended July 31, 2005.)
|
|
10.4(e)
|
Amendment
to Forest Service Unified Permit for Beaver Creek ski area. (Incorporated
by reference to Exhibit 10.5 (e) on Form 10-K of Vail Resorts,
Inc. for
the year ended July 31, 2005.)
|
|
10.5(a)
|
Forest
Service Unified Permit for Vail ski area, dated November 23,
1993. (Incorporated by reference to Exhibit 99.5(a) on Form
10-Q of Vail Resorts, Inc. for the quarter ended October 31,
2002.)
|
|
10.5(b)
|
Exhibits
to Forest Service Unified Permit for Vail ski
area. (Incorporated by reference to Exhibit 99.5(b) on Form
10-Q of Vail Resorts, Inc. for the quarter ended October 31,
2002.)
|
|
10.5(c)
|
Amendment
No. 2 to Forest Service Unified Permit for Vail ski
area. (Incorporated by reference to Exhibit 99.5(c) on Form
10-Q of Vail Resorts, Inc. for the quarter ended October 31,
2002.)
|
|
10.5(d)
|
Amendment
No. 3 to Forest Service Unified Permit for Vail ski area. (Incorporated
by
reference to Exhibit 10.6 (d) on Form 10-K of Vail Resorts, Inc.
for the
year ended July 31, 2005.)
|
|
10.5(e)
|
Amendment
No. 4 to Forest Service Unified Permit for Vail ski area. (Incorporated
by
reference to Exhibit 10.6 (e) on Form 10-K of Vail Resorts, Inc.
for the
year ended July 31, 2005.)
|
|
10.6
|
Purchase
and Sale Agreement between VR Holdings, Inc., as Seller and GHR,
LLC, as
Purchaser dated December 8, 2004. (Incorporated by reference to
Exhibit 99.2 on Form 8-K of Vail Resorts, Inc., dated December
14,
2004.)
|
|
10.7(a)
|
Purchase
and Sale Agreement by and between VAHMC, Inc. and DiamondRock Hospitality
Limited Partnership, dated May 3, 2005. (Incorporated by
reference to Exhibit 10.18(a) on Form 10-Q of Vail Resorts, Inc.
for the
quarter ended April 30, 2005.)
|
|
10.7(b)
|
First
Amendment to Purchase and Sale Agreement by and between VAHMC,
Inc. and
DiamondRock Hospitality Limited Partnership, dated May 10,
2005. (Incorporated by reference to Exhibit 10.18(b) on Form
10-Q of Vail Resorts, Inc. for the quarter ended April 30,
2005.)
|
|
10.8
|
Purchase
and Sale Agreement by and between VA Rancho Mirage Resort L.P.,
Rancho
Mirage Concessions, Inc. and GENLB-Rancho, LLC, dated July 1,
2005. (Incorporated by reference to Exhibit 10.21 on Form 10-K
of Vail Resorts, Inc. for the year ended July 31, 2005.)
|
|
10.9
|
Purchase
and Sale Contract between JHL&S LLC and Lodging Capital Partners, LLC,
dated December 22, 2005. (Incorporated by reference to Exhibit
10.32 on Form 10-Q of Vail Resorts, Inc. for the quarter ended
January 31,
2006.)
|
|
10.10(a)
|
Sports
and Housing Facilities Financing Agreement between the Vail Corporation
(d/b/a “Vail Associates, Inc.”) and Eagle County, Colorado, dated April 1,
1998. (Incorporated by reference to Exhibit 10 on Form 10-Q of
Vail
Resorts, Inc. for the quarter ended April 30, 1998.)
|
|
10.10(b)
|
Trust
Indenture, dated as of April 1, 1998 securing Sports and Housing
Facilities Revenue Refunding Bonds by and between Eagle County,
Colorado
and U.S. Bank, N.A., as Trustee. (Incorporated by reference to
Exhibit 10.1 on Form 10-Q of Vail Resorts, Inc. for the quarter
ended
April 30, 1998.)
|
|
10.11(a)
|
Fourth
Amended and Restated Credit Agreement, dated as of January 28,
2005 among
The Vail Corporation (d/b/a Vail Associates, Inc.), as borrower,
Bank of
America, N.A., as Administrative Agent, U.S. Bank National Association
and
Wells Fargo Bank, National Association as Co-Syndication Agents,
Deutsche
Bank Trust Company Americas and LaSalle Bank National Association
as
Co-Documentation Agents the Lenders party thereto and Banc of America
Securities LLC, as Sole Lead Arranger and Sole Book
Manager. (Incorporated by reference to Exhibit 10.1 on Form 8-K
of Vail Resorts, Inc. filed on January 31, 2005.)
|
|
10.11(b)
|
First
Amendment to Fourth Amended and Restated Credit Agreement, dated
as of
June 29, 2005 among The Vail Corporation (d/b/a Vail Associates,
Inc.), as
borrower and Bank of America, N.A., as Administrative
Agent. (Incorporated by reference to Exhibit 10.16(b) on Form
10-K of Vail Resorts, Inc. for the year ended July 31,
2005.)
|
|
10.11(c)
|
Second
Amendment to Fourth Amended and Restated Credit Agreement among
The Vail
Corporation, the Required Lenders and Bank of America, as Administrative
Agent. (Incorporated by reference to Exhibit 10.3 of Form 8-K
of Vail Resorts, Inc. filed on March 3, 2006.)
|
|
10.11(d)
|
Limited
Waiver, Release, and Third Amendment to Fourth Amended and Restated
Credit
Agreement, dated March 13, 2007. (Incorporated by reference to
Exhibit 10.2 of the report on Form 10-Q of Vail Resorts, Inc. for
the
quarter ended April 30, 2007.)
|
|
10.12(a)
|
Construction
Loan Agreement, dated January 31, 2006 among Arrabelle at Vail
Square,
LLC, U.S. Bank National Association and Wells Fargo Bank,
N.A.. (Incorporated by reference to Exhibit 10.33(a) on Form
10-Q of Vail Resorts, Inc. for the quarter ended January 31,
2006.)
|
|
10.12(b)
|
Completion
Guaranty Agreement by and between The Vail Resorts Corporation
and U.S.
Bank National Association, dated January 31,
2006. (Incorporated by reference to Exhibit 10.33(b) on Form
10-Q of Vail Resorts, Inc. for the quarter ended January 31,
2006.)
|
|
10.12(c)
|
Completion
Guaranty Agreement by and between Vail Resorts, Inc. and U.S. Bank
National Association dated January 31, 2006. (Incorporated by reference
to
Exhibit 10.33(c) on Form 10-Q of Vail Resorts, Inc. for the quarter
ended
January 31, 2006.)
|
|
10.13(a)
|
Construction
Loan Agreement by and between Gore Creek Place, LLC and U.S. Bank
National
Association, dated July 19, 2005. (Incorporated by reference to
Exhibit 10.22(a) on Form 10-K of Vail Resorts, Inc. for the year
ended
July 31, 2005.)
|
|
10.13(b)
|
First
Amendment to Construction Loan Agreement by and between Gore Creek
Place,
LLC and U.S. Bank National Association, dated December 1,
2005. (Incorporated by reference to Exhibit 10.11(b) on Form
10-K of Vail Resorts, Inc. for the year ended July 31,
2006.)
|
|
10.13(c)
|
Second
Amendment to Construction Loan Agreement by and between Gore Creek
Place,
LLC and U.S. Bank National Association, dated July 5,
2006. (Incorporated by reference to Exhibit 10.11(c) on Form
10-K of Vail Resorts, Inc. for the year ended July 31,
2006.)
|
|
10.13(d)
|
Amended
and Restated Completion Guaranty Agreement among Vail Resorts,
Inc., The
Vail Corporation and U.S. Bank National Association, dated December
1,
2005. (Incorporated by reference to Exhibit 10.11(d) on Form
10-K of Vail Resorts, Inc. for the year ended July 31,
2006.)
|
|
10.14(a)**
|
Construction
Loan Agreement, dated March 19, 2007 among The Chalets at The Lodge
at
Vail, LLC, and Wells Fargo Bank, N.A. (Incorporated by
reference to Exhibit 10.3 of the report on Form 10-Q of Vail Resorts,
Inc.
for the quarter ended April 30, 2007.)
|
|
10.14(b)
|
Completion
Guaranty Agreement by and between The Vail Corporation and Wells
Fargo
Bank, N.A., dated March 19, 2007. (Incorporated by reference to
Exhibit 10.4 of the report on Form 10-Q of Vail Resorts, Inc. for
the
quarter ended April 30, 2007.)
|
|
10.14(c)
|
Completion
Guaranty Agreement by and between Vail Resorts, Inc. and Wells
Fargo Bank,
N.A., dated March 19, 2007. (Incorporated by reference to
Exhibit 10.5 of the report on Form 10-Q of Vail Resorts, Inc. for
the
quarter ended April 30, 2007.)
|
|
10.14(d)
|
Development
Agreement Guaranty by and between The Vail Corporation and Wells
Fargo
Bank, N.A., dated March 19, 2007. (Incorporated by reference to
Exhibit 10.6 of the report on Form 10-Q of Vail Resorts, Inc. for
the
quarter ended April 30, 2007.)
|
|
10.14(e)
|
Development
Agreement Guaranty by and between Vail Resorts, Inc. and Wells
Fargo Bank,
N.A., dated March 19, 2007. (Incorporated by reference to
Exhibit 10.7 of the report on Form 10-Q of Vail Resorts, Inc. for
the
quarter ended April 30, 2007.)
|
|
10.15
|
Amended
and Restated Revolving Credit and Security Agreement between SSI
Venture,
LLC and U.S. Bank National Association, dated September 23, 2005.
(Incorporated by reference to Exhibit 10.1 on Form 8-K of Vail
Resorts,
Inc. filed on September 29, 2005.)
|
|
10.16*
|
Vail
Resorts, Inc. 1993 Stock Option Plan (Incorporated by reference
to Exhibit
4.A of the registration statement on Form S-8 of Vail Resorts,
Inc., dated
October 21, 1997, File No. 333-38321.)
|
|
10.17*
|
Vail
Resorts, Inc. 1996 Long Term Incentive and Share Award Plan (Incorporated
by reference to the Exhibit 4.B of the registration statement on
Form S-8
of Vail Resorts, Inc., dated October 21, 1997, File No.
333-38321.)
|
|
10.18*
|
Vail
Resorts, Inc. 1999 Long Term Incentive and Share Award
Plan. (Incorporated by reference to Exhibit 4.1 of the
registration statement on Form S-8 of Vail Resorts, Inc., dated
September
7, 2007, File No. 333-145934.)
|
|
10.19*
|
Vail
Resorts, Inc. Amended and Restated 2002 Long Term Incentive and
Share
Award Plan. (Incorporated by reference to Exhibit 4.2 of the
registration statement on Form S-8 of Vail Resorts, Inc., dated
September
7, 2007, File No. 333-145934.)
|
|
10.20*
|
Form
of Stock Option Agreement.
|
59
|
10.21*
|
Form
of Restricted Share [Unit] Agreement.
|
65
|
10.22*
|
Form
of Share Appreciation Rights Agreement.
|
71
|
10.23*
|
Stock
Option Agreement between Vail Resorts, Inc. and Jeffrey W. Jones,
dated
September 30, 2005. (Incorporated by reference to Exhibit 10.6
on Form 8-K of Vail Resorts, Inc. filed on March 3, 2006.)
|
|
10.24*
|
Restricted
Share Agreement between Vail Resorts, Inc. and Jeffrey W. Jones,
dated
September 30, 2005. (Incorporated by reference to Exhibit 10.7
on Form 8-K of Vail Resorts, Inc. filed on March 3, 2006.)
|
|
10.25*
|
Summary
of Vail Resorts, Inc. Director Compensation, effective February
27,
2006. (Incorporated by reference to Exhibit 10.38 of the report
on Form 10-K of Vail Resorts, Inc. for the year ended July 31,
2006.)
|
|
10.26*
|
Vail
Resorts Deferred Compensation Plan, effective as of October 1,
2000. (Incorporated by reference to Exhibit 10.23 on Form 10-K
of Vail Resorts, Inc. for the year ended July 31, 2000.)
|
|
10.27*
|
Vail
Resorts, Inc. Executive Perquisite Fund Program.
|
77
|
10.28*
|
Relocation
and Separation Policy for Executives 2006. (Incorporated by
reference to Exhibit 10.1 on Form 8-K of Vail Resorts, Inc. filed
on April
14, 2006.)
|
|
10.29(a)*
|
Employment
Agreement of William A. Jensen as Senior Vice President and Chief
Operating Officer – Breckenridge Ski Resort, dated May 1,
1997. (Incorporated by reference to Exhibit 10.9(a) on Form
10-Q of Vail Resorts, Inc. for the quarter ended October 31,
2004.)
|
|
10.29(b)*
|
First
Amendment to the Employment Agreement of William A. Jensen as Senior
Vice
President and Chief Operating Officer – Vail Ski Resort, dated August 1,
1999. (Incorporated by reference to Exhibit 10.9(b) on Form
10-Q of Vail Resorts, Inc. for the quarter ended October 31,
2004.)
|
|
10.29(c)*
|
Second
Amendment to the Employment Agreement of William A. Jensen as Senior
Vice
President and Chief Operating Officer – Vail Ski Resort, dated July 22,
1999. (Incorporated by reference to Exhibit 10.9(c) on Form
10-Q of Vail Resorts, Inc. for the quarter ended October 31,
2004.)
|
|
10.29(d)*
|
Third
Amendment to the Employment Agreement of William A. Jensen as Senior
Vice
President and Chief Operating Officer – Vail Ski Resort, dated July 19,
2007.
|
78
|
10.30*
|
Amended
and Restated Employment Agreement of Jeffrey W. Jones, as Chief
Financial
Officer of Vail Resorts, Inc. dated September 29,
2004. (Incorporated by reference to Exhibit 10.9 of Form 10-K
of Vail Resorts, Inc. for the year ended July 31, 2004.)
|
|
10.31*
|
Employment
Agreement, dated as of February 28, 2006, between Vail Resorts,
Inc. and
Robert A. Katz. (Incorporated by reference to Exhibit 10.1 on
Form 8-K of Vail Resorts, Inc. filed on March 3, 2006.)
|
|
10.32(a)*
|
Employment
Agreement, dated as of May 4, 2006, between Keith Fernandez and
Vail
Resorts Development Company. (Incorporated by reference to
Exhibit 10.1 on Form 8-K of Vail Resorts, Inc. filed on May 9,
2006.)
|
|
10.32(b)
*
|
First
Amendment to the Employment Agreement of Keith Fernandez as Chief
Operating Officer of Vail Resorts Development Company, dated August
6,
2007. (Incorporated by reference to Exhibit 10.1 on Form 8-K of
Vail Resorts, Inc. filed on August 8, 2007).
|
|
10.33*
|
Separation
Agreement and General Release, dated as of February 27, 2006, between
Adam
M. Aron and Vail Resorts, Inc. (Incorporated by reference to
Exhibit 10.2 on Form 8-K of Vail Resorts, Inc. filed on March 3,
2006.)
|
|
10.34*
|
Separation
Agreement and General Release, dated as of April 15, 2006, between
Edward
E. Mace and RockResorts International., LLC (Incorporated by reference
to
Exhibit 10.1 on Form 8-K of Vail Resorts, Inc. filed on April 20,
2006.)
|
|
10.35*
|
Separation
Agreement and General Release, dated December 7, 2006 between Martha
D.
Rehm and Vail Resorts, Inc. and Amendment No. 1 thereto dated March
9,
2007. (Incorporated by reference to Exhibit 10.2 of the report
on Form 10-Q of Vail Resorts, Inc. for the quarter ended January
31,
2007.)
|
|
21
|
Subsidiaries
of Vail Resorts, Inc.
|
80
|
22
|
Consent
of Independent Registered Public Accounting Firm.
|
82
|
23
|
Power
of Attorney. Included on signature pages
hereto.
|
|
31.1
|
Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
83
|
31.2
|
Certification
of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
|
84
|
32
|
Certifications
of Chief Executive Officer and Chief Financial Officer pursuant
to 18
U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|
85
|
*Management
contracts and compensatory plans and arrangements.
|
||
**Portions
of this Exhibit have been omitted pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.
|
Consolidated
Financial Statement Schedule
|
|||||||||||||
(in
thousands)
|
|||||||||||||
For
the Years Ended July 31,
|
|||||||||||||
Balance
at
|
Charged
to
|
Balance
at
|
|||||||||||
Beginning
of
|
Costs
and
|
End
of
|
|||||||||||
Period
|
Expenses
|
Deductions
|
Period
|
||||||||||
2005
|
|||||||||||||
Inventory
Reserves
|
$
|
738
|
$
|
1,754
|
$
|
(1,773
|
)
|
$
|
719
|
||||
Valuation
Allowance on Income Taxes
|
686
|
919
|
--
|
1,605
|
|||||||||
Trade
Receivable Allowances
|
1,265
|
766
|
(696
|
)
|
1,335
|
||||||||
2006
|
|||||||||||||
Inventory
Reserves
|
719
|
2,139
|
(2,103
|
)
|
755
|
||||||||
Valuation
Allowance on Income Taxes
|
1,605
|
--
|
--
|
1,605
|
|||||||||
Trade
Receivable Allowances
|
1,335
|
694
|
(641
|
)
|
1,388
|
||||||||
2007
|
|||||||||||||
Inventory
Reserves
|
755
|
2,202
|
(2,131
|
)
|
826
|
||||||||
Valuation
Allowance on Income Taxes
|
1,605
|
--
|
(17
|
)
|
1,588
|
||||||||
Trade
Receivable Allowances
|
$
|
1,388
|
$
|
1,638
|
$
|
(908
|
)
|
$
|
2,118
|
Vail
Resorts, Inc.
|
|
By:
|
/s/
Jeffrey W. Jones
|
Jeffrey
W. Jones
|
|
Senior
Executive Vice President,
|
|
Chief
Financial Officer and
(Chief
Accounting Officer and Duly Authorized Officer)
|
|
Date:
|
September
27, 2007
|
Signature
|
Title
|
/s/
Robert A. Katz
|
Chief
Executive Officer and Director
|
Robert
A. Katz
|
(Principal
Executive Officer)
|
/s/
Jeffrey W. Jones
|
Senior
Executive Vice President and
|
Jeffrey
W. Jones
|
Chief
Financial Officer
|
(Principal
Financial and Accounting Officer)
|
|
/s/
Joe R. Micheletto
|
|
Joe
R. Micheletto
|
Chairman
of the Board
|
/s/
John J. Hannan
|
|
John
J. Hannan
|
Director
|
/s/
Roland A. Hernandez
|
|
Roland
A. Hernandez
|
Director
|
/s/
Thomas D. Hyde
|
|
Thomas
D. Hyde
|
Director
|
/s/
Richard D. Kincaid
|
|
Richard
D. Kincaid
|
Director
|
/s/
John F. Sorte
|
|
John
F. Sorte
|
Director
|
/s/
William P. Stiritz
|
|
William
P. Stiritz
|
Director
|