Form 8-K VAIL RESORTS INC For: Sep 28

September 28, 2017 8:01 AM


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) September 28, 2017

Vail Resorts, Inc.
(Exact Name of Registrant as Specified in Charter)

Delaware
 
001-09614
 
51-0291762
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
 
 
 
390 Interlocken Crescent
Broomfield, Colorado
 
 
 
80021
(Address of Principal Executive Offices)
 
 
 
(Zip Code)
 
 
 
 
 
Registrant's telephone number, including area code: (303) 404-1800

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ] Soliciting materials pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨







Item 2.02. Results of Operations and Financial Condition.

On September 28, 2017, Vail Resorts, Inc. issued a press release announcing its results for the three months and fiscal year ended July 31, 2017. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

A list of exhibits furnished herewith is contained on the Exhibit Index which immediately precedes such exhibits and is incorporated herein by reference.








SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
Vail Resorts, Inc.
Date: September 28, 2017
By:

/s/ Michael Z. Barkin
 
 
Michael Z. Barkin
 
 
Executive Vice President and Chief Financial Officer



EXHIBIT INDEX

Exhibit No.
Description
99.1





Exhibit 99.1
 

vaila07.jpg
Vail Resorts Contacts:
Investor Relations: Michael Barkin, (303) 404-1800, InvestorRelations@vailresorts.com    
Media: Kelly Ladyga, (303) 404-1862, kladyga@vailresorts.com
 
Vail Resorts Reports Fiscal 2017 Fourth Quarter and Full Year Results and Provides Fiscal 2018 Outlook
BROOMFIELD, Colo. - September 28, 2017 - Vail Resorts, Inc. (NYSE: MTN) today reported results for its fourth quarter and fiscal year ended July 31, 2017 and provided its outlook for the fiscal year ending July 31, 2018.
Highlights
Net income attributable to Vail Resorts, Inc. was $210.6 million for fiscal 2017, an increase of 40.6% compared to fiscal 2016. Included in net income for fiscal 2017, on a pre-tax basis, are charges for an increase in the Canyons contingent consideration of $16.3 million and a future contribution to Town of Vail parking of $4.3 million, as well as a foreign currency gain of $15.3 million on the intercompany loan to Whistler Blackcomb Holdings Inc. (“Whistler Blackcomb”).
Resort Reported EBITDA was $593.4 million for fiscal 2017, an increase of 31.1% compared to fiscal 2016. Fiscal 2017 Resort Reported EBITDA includes the operations of Whistler Blackcomb and Stowe Mountain Resort (“Stowe”) prospectively from their respective acquisition closing dates and $10.8 million of acquisition and integration related expenses.
Season pass sales through September 24, 2017 for the upcoming 2017/2018 North American ski season increased approximately 17% in units and 23% in sales dollars as compared to the period in the prior year through September 25, 2016, including Whistler Blackcomb and Stowe pass sales in both periods, adjusted to eliminate the impact of foreign currency by applying current period exchange rates to the prior period.
The Company issued its fiscal 2018 guidance range and expects Resort Reported EBITDA to be between $652 million and $682 million, including an estimated $2.6 million of integration related expenses.



Commenting on the Company’s fiscal 2017 results, Rob Katz, Chief Executive Officer, said, “We achieved another year of record-breaking results with strong growth across our business. We are very pleased to complete the year with Resort Reported EBITDA of $593.4 million, which included $10.8 million of acquisition and integration related expenses. Our results were driven by our world-class network, the acquisition of Whistler Blackcomb and strong results across our resort locations. Our season pass program continued to drive both growth and stability with season pass revenue increasing 32.9% compared to the prior year, including Whistler Blackcomb results in fiscal 2017. Resort Reported EBITDA in fiscal 2017 increased $41.1 million, or 9.1%, compared to the prior year, excluding acquisition and integration related expenses and results from the Inn at Keystone in both periods, Whistler Blackcomb and Stowe operations in fiscal 2017, and the one-time $3.5 million fee associated with the termination of the management agreement for Half Moon Resort in Jamaica (the “Half Moon termination fee”) in fiscal 2016.
“This year’s results highlight the positive impact of our expanding geographic diversification, the stability provided by our growing pass program and the success of our guest-focused marketing efforts. Our U.S. resorts delivered another year of strong performance. In Park City, we experienced a double-digit EBITDA growth rate as our investment to create the largest ski resort in the U.S. continues to generate excitement among skiers and drive strong yield growth. Our Colorado resorts achieved incremental revenue and EBITDA growth over the record prior year, despite less favorable conditions that impacted visitation, particularly in the early part of the season, and the late timing of the Easter holiday. Tahoe also experienced significant growth, achieving record revenues in all lines of business as the region benefited from another year of good conditions. In its first year as part of Vail Resorts, Whistler Blackcomb delivered outstanding results that were well above our expectations, benefiting from excellent conditions throughout the season and a low Canadian dollar relative to the U.S. dollar driving significant destination growth from U.S. and other international guests. Our U.S. summer business continued to grow with the launch of Epic Discovery at Breckenridge this summer although results in the fourth quarter of fiscal 2017 were below expectations, primarily as a result of a delayed opening for Breckenridge’s new activities due to late snowfall and the Heavenly Coaster being closed this summer due to damage from the significant snowfall in Tahoe this past winter. As our summer business continues to mature, we expect to continue improving and developing our operational consistency and our pricing and promotion to make the most of the already existing summer visitation at our resorts. At Perisher, fiscal 2017 results were in line with expectations as the current ski season got off to a slower start in June due to poor conditions but rebounded in July, supported by continued strong pass sales and growth in guest spending. Finally, we continue to execute our strategy with a focus on disciplined cost management, which played a critical part in achieving Resort EBITDA Margin for the year of 31.4%, a 270 basis point expansion compared to fiscal 2016.”
Katz added, “With a strong high-end consumer, we are continuing to leverage our growing network of resorts and sophisticated marketing strategies to drive guest spending across our Mountain segment. For fiscal 2017, total Mountain net revenue increased 23.5% to $1.6 billion. Total skier visits, including a full season of Whistler Blackcomb results, increased 20.1%, while total visitation



at our U.S. resorts declined 5.4%, primarily as a result of the poor early season conditions in Colorado and the late timing of the Easter holiday. Total Effective Ticket Price (“ETP”) increased 3.6%, driven by season pass and lift ticket price increases across our resorts and lower visitation per pass but partially offset by the inclusion of Whistler Blackcomb's ETP in results in fiscal 2017 which is lower on a U.S. dollar basis than the Company-wide average. Total ETP, excluding Whistler Blackcomb, increased 11.4%. Our ancillary businesses also experienced growth with ski school, dining and retail/rental revenue, up 24.1%, 24.4% and 21.7%, respectively, compared to the prior year. Excluding results from Whistler Blackcomb, ski school, dining and retail/rental revenues were up 2.7%, 0.6% and 1.6%, respectively, as yield growth was largely offset by the decline in U.S. resort visitation.”
Regarding Lodging, Katz said, “Fiscal 2017 Lodging results were impacted by less favorable conditions in Colorado during the ski season compared to the prior year, as well as the sale of the Inn at Keystone in November 2016. Revenue (excluding payroll cost reimbursements) increased 0.8% and revenue per available room (“RevPAR”) increased 4.4% compared to the prior year, while Lodging Reported EBITDA declined 3.8% compared to fiscal 2016. Excluding the results from the Inn at Keystone in both periods, the Half Moon termination fee in the prior year and Lodging results from Whistler Blackcomb in fiscal 2017, Lodging Reported EBITDA grew 9.2%, compared to the prior year.”
Turning to Real Estate, Katz commented, “We generated $18.5 million of Net Real Estate Cash Flow in fiscal 2017. During fiscal 2017, we closed on the sale of a land parcel at the base of Breckenridge for $9.3 million as well as four units at Ritz-Carlton Residences, Vail, and two units at One Ski Hill Place in Breckenridge, representing the last of our condominium inventory. As of July 31, 2017, we had approximately $103.4 million of real estate held for sale and investment associated with land parcels at our resorts.”
Katz continued, “Our balance sheet continues to be very strong. We ended the fiscal year with $117.4 million of cash on hand, $50.0 million of borrowings under the revolver portion of our senior credit facility and total long-term debt, net (including long-term debt due within one year) of $1,272.4 million. As of July 31, 2017, we had available borrowing capacity under the revolver component of our Vail Holdings, Inc. credit facility of $280.2 million. In addition, we had $126.7 million available under the revolver component of our Whistler Blackcomb credit facility. Our Net Debt was 1.9 times trailing twelve months Total Reported EBITDA, which includes $328.8 million of long-term capital lease obligations associated with the Canyons transaction. I am also very pleased to announce that our Board of Directors has declared a quarterly cash dividend on Vail Resorts’ common stock. The quarterly dividend will be $1.053 per share of common stock and will be payable on October 27, 2017 to shareholders of record on October 10, 2017.”



Operating Results
A complete Management’s Discussion and Analysis of Financial Condition and Results of Operations can be found in the Company’s Form 10-K for the fiscal year ended July 31, 2017 filed today with the Securities and Exchange Commission. The following are segment highlights:
Mountain Segment
Total skier visits for fiscal 2017 increased to approximately 12.0 million, an increase of 20.1% compared to the prior fiscal year, which includes incremental skier visits from Whistler Blackcomb. Total visitation at our U.S. resorts declined 5.4%, primarily as a result of the poor early season conditions in Colorado and the late timing of the Easter holiday.
Total lift revenue increased $160.3 million, or 24.4%, compared to the prior fiscal year, primarily due to incremental lift revenue from Whistler Blackcomb. Excluding Whistler Blackcomb, total lift revenue increased 6.4% compared to the prior fiscal year.
Ski school revenue increased $34.5 million, or 24.1%, compared to the prior fiscal year, primarily as a result of incremental Whistler Blackcomb ski school revenue. Excluding Whistler Blackcomb, ski school revenue increased 2.7% compared to the prior fiscal year.
Dining revenue increased $29.6 million, or 24.4%, compared to the prior fiscal year, primarily due to incremental revenue from Whistler Blackcomb. Excluding Whistler Blackcomb, dining revenue increased 0.6%.
Retail/rental revenue increased $52.3 million, or 21.7%, compared to the prior fiscal year, primarily due to incremental retail sales and rental revenue from Whistler Blackcomb. Excluding Whistler Blackcomb, retail revenue increased 2.1% and rental revenue increased 0.8%.
Operating expense increased $165.9 million, or 18.8%, compared to the prior fiscal year, primarily due to the inclusion of operating expenses from Whistler Blackcomb and $10.8 million of acquisition and integration related expenses. Excluding acquisition and integration related expenses in both periods and incremental operating expenses of Whistler Blackcomb and Stowe for fiscal 2017, operating expense increased 1.7%.
Mountain Reported EBITDA increased $141.9 million, or 33.4%, compared to the prior fiscal year, which includes acquisition and integration related expenses in both periods and Whistler Blackcomb and Stowe operations for fiscal 2017. Excluding acquisition and integration related expenses in both periods and Whistler Blackcomb and Stowe operations for fiscal 2017, Mountain Reported EBITDA for fiscal 2017 increased 9.1% compared to fiscal 2016.
Mountain Reported EBITDA includes $15.0 million of stock-based compensation expense for fiscal 2017 compared to $13.4 million for fiscal 2016.



Lodging Segment
Lodging segment net revenue (excluding payroll cost reimbursements) was $264.3 million for fiscal 2017, an increase of $2.1 million, or 0.8%, as compared to fiscal 2016, primarily due to the inclusion of Whistler Blackcomb revenue and an increase in revenue from our concessionaire properties operated by the Grand Teton Lodge Company, partially offset by the Half Moon termination fee received in the prior fiscal year and the sale of the Inn at Keystone in November 2016.
Occupancy decreased 1.4 percentage points and Average Daily Rate (“ADR”) increased 8.0% at the Company's owned hotels and managed condominiums compared to the prior fiscal year.
Lodging Reported EBITDA decreased $1.1 million, or 3.8%, compared to the prior fiscal year, primarily due to the Half Moon termination fee received in the prior fiscal year and the sale of the Inn at Keystone in November 2016. Excluding results from the Inn at Keystone in both periods, Whistler Blackcomb lodging operations for fiscal 2017 and $3.5 million of Lodging Reported EBITDA associated with the Half Moon termination fee for fiscal 2016, Lodging Reported EBITDA for fiscal 2017 increased 9.2% compared to fiscal 2016.
Lodging Reported EBITDA includes $3.2 million and $3.1 million of stock-based compensation expense for fiscal 2017 and fiscal 2016, respectively.
Resort - Combination of Mountain and Lodging Segments
Resort net revenue was $1,890.3 million for fiscal 2017, an increase of $311.1 million, or 19.7%, compared to fiscal 2016, primarily attributable to revenue from Whistler Blackcomb.
Resort Reported EBITDA was $593.4 million for fiscal 2017, an increase of $140.8 million, or 31.1%, compared to fiscal 2016. Excluding acquisition and integration related expenses and results from the Inn at Keystone in both periods, Whistler Blackcomb and Stowe operations for fiscal 2017 and $3.5 million of Lodging Reported EBITDA associated with the Half Moon termination fee for fiscal 2016, Resort Reported EBITDA for fiscal 2017 increased 9.1% compared to fiscal 2016.
Real Estate Segment
Real Estate segment net revenue decreased $5.2 million, or 23.5%, as compared to the prior fiscal year.
Net Real Estate Cash Flow was $18.5 million, a decrease of $3.6 million compared to the prior fiscal year.
Real Estate Reported EBITDA was a loss of $0.4 million, a decrease of $3.2 million, compared to the prior fiscal year, including the $4.3 million one-time charge related to the resolution of our financial contribution to the new Town of Vail public parking structure.
Total Performance
Total net revenue increased $305.9 million, or 19.1%, to $1,907.2 million as compared to the prior fiscal year.



Net income attributable to Vail Resorts, Inc. was $210.6 million, or $5.22 per diluted share, compared to $149.8 million, or $4.01 per diluted share, in the prior fiscal year. Included in net income for fiscal 2017, on a pre-tax basis, are charges for an increase in the Canyons contingent consideration of $16.3 million and a future contribution to Town of Vail parking of $4.3 million as well as a foreign currency gain of $15.3 million on the intercompany loan to Whistler Blackcomb.
Season Pass Sales
Commenting on season pass sales, Katz said, “We are extremely pleased with our season pass sales to date. Through September 24, 2017, North American ski season pass sales increased approximately 17% in units and 23% in sales dollars, compared to the prior year period ended September 25, 2016. We saw a significant acceleration in our season pass sales (excluding Whistler Blackcomb only pass products) across our destination and local products through our important Labor Day deadline. We believe this growth continues to be driven by our increasingly sophisticated and targeted marketing efforts to move destination guests into our season pass products, the full inclusion of Whistler Blackcomb and Stowe on the Epic Pass and Epic Local Pass for the 2017/2018 ski season, as well as strong results from guests in Northern California and the Pacific Northwest following great conditions in the 2016/2017 ski season. We also believe we are continuing to move people to purchase their season pass earlier in the selling period. Additionally, we saw a significant increase in Whistler Blackcomb pass products, in large part due to an earlier price deadline than Whistler Blackcomb has had in the past. With the significant growth already achieved, we do expect our percentage growth rate for the remainder of the selling period to be more modest, resulting in a lower overall percentage growth rate for the year. Whistler Blackcomb and Stowe pass products are included in both current and prior year periods, with the exception of Whistler Blackcomb one and three day EDGE cards, the vast majority of which were sold after the beginning of the ski season and will not be offered for the 2017/2018 ski season. Whistler Blackcomb pass sales are adjusted to eliminate the impact of foreign currency by applying the current period exchange rates to the prior period.”
Guidance
Commenting on guidance for fiscal 2018, Katz said, “Net income attributable to Vail Resorts, Inc. is expected to be between $234 million and $272 million in fiscal 2018. We estimate Resort Reported EBITDA for fiscal 2018 will be between $652 million and $682 million. Our Resort Reported EBITDA guidance includes the first full fiscal year of operating results for Whistler Blackcomb and Stowe and also includes an estimated $2.6 million of anticipated integration related expenses. Given the very strong performance at Whistler Blackcomb in fiscal 2017, we expect the resort’s fiscal 2018 contribution will exceed our initial expectations but the year-over-year growth will be slower due to the outperformance in fiscal 2017. We do expect to see a rebound in our performance in Colorado, assuming more normal early season conditions, an earlier Easter holiday and more available lodging inventory in both Vail and Breckenridge. We expect Stowe’s fiscal 2018 results to be in line with our previously issued expectations. We expect Resort EBITDA Margin to be approximately 31.9% in fiscal 2018, using the midpoint of the guidance



range. This is an estimated 50 basis point increase over fiscal 2017. We estimate fiscal 2018 Real Estate Reported EBITDA to be between negative $8 million and negative $2 million. Net Real Estate Cash Flow is expected to be between $0 million and $10 million, excluding our expected $4.3 million contribution to the Town of Vail parking structure. All of these estimates are predicated on an exchange rate of $0.81 between the Canadian Dollar and U.S. Dollar, related to the operations of Whistler Blackcomb in Canada and an exchange rate of $0.80 between the Australian Dollar and U.S. Dollar, related to the operations of Perisher in Australia.”
The following table reflects the forecasted guidance range for the Company’s fiscal year ending July 31, 2018, for Reported EBITDA (after stock-based compensation expense) and reconciles such Reported EBITDA guidance to net income attributable to Vail Resorts, Inc. guidance for fiscal 2018.
 
Fiscal 2018 Guidance
 
 
(In thousands)
 
 
For the Year Ending
 
 
July 31, 2018 (6)
 
 
Low End
Range
 
High End
Range
 
Mountain Reported EBITDA (1)
$
623,000

 
$
651,000

 
Lodging Reported EBITDA (2)
26,000

 
34,000

 
Resort Reported EBITDA (3)
652,000

 
682,000

 
Real Estate Reported EBITDA
(8,000
)
 
(2,000
)
 
Total Reported EBITDA
644,000

 
680,000

 
Depreciation and amortization
(200,000
)
 
(194,000
)
 
Interest expense, net
(60,000
)
 
(56,000
)
 
Other (4)
(8,300
)
 
(5,300
)
 
Income before provision for income taxes
375,700

 
424,700

 
Provision for income taxes (5)
(119,700
)
 
(134,700
)
 
Net income
$
256,000

 
$
290,000

 
Net income attributable to noncontrolling interests
(22,000
)
 
(18,000
)
 
Net income attributable to Vail Resorts, Inc.
$
234,000

 
$
272,000

 
 
 
 
 
 
(1) Mountain Reported EBITDA includes approximately $16 million of stock-based compensation.
(2) Lodging Reported EBITDA includes approximately $3 million of stock-based compensation.
(3) The Company provides Reported EBITDA ranges for the Mountain and Lodging segments, as well as for the two combined. The low and high of the expected ranges provided for the Mountain and Lodging segments, while possible, do not sum to the high or low end of the Resort Reported EBITDA range provided because we do not expect or assume that we will hit the low or high end of both ranges.
(4) Our guidance includes certain known changes in the fair value of contingent consideration based solely on the passage of time and resulting impact on present value. Guidance excludes any change based upon, among other things, financial projections including long-term growth rates for Park City, which such change may be material. Separately, the intercompany loan associated with the Whistler Blackcomb transaction requires foreign currency remeasurement to Canadian dollars, the functional currency of Whistler Blackcomb. Our guidance excludes any forward-looking change related to foreign currency gains or losses on the intercompany loans, which such change may be material.
(5) As a result of the adoption of revised accounting guidance related to employee stock compensation during the first quarter of 2018, the provision for income taxes may change materially based on our closing stock price at the time stock compensation awards vest or are exercised.  Based on our current stock price, a significant portion of our outstanding awards are significantly in-the-money and, to the extent exercised, could reduce our provision for income taxes, which is not reflected in our Fiscal 2018 guidance.
(6) Guidance estimates are predicated on an exchange rate of $0.81 between the Canadian Dollar and U.S. Dollar, related to the operations of Whistler Blackcomb in Canada and an exchange rate of $0.80 between the Australian Dollar and U.S. Dollar, related to the operations of Perisher in Australia.




Earnings Conference Call
The Company will conduct a conference call today at 11:30 a.m. eastern time to discuss the financial results. The call will be webcast and can be accessed at www.vailresorts.com in the Investor Relations section, or by dialing (866) 548-4713 (U.S. and Canada) or (323) 794-2093 (international). A replay of the conference call will be available two hours following the conclusion of the conference call through October 12, 2017, at 12:30 p.m. eastern time. To access the replay, dial (888) 203-1112 (U.S. and Canada) or (719) 457-0820 (international), pass code 9181655. The conference call will also be archived at www.vailresorts.com.
About Vail Resorts, Inc. (NYSE: MTN)
Vail Resorts, Inc., through its subsidiaries, is the leading global mountain resort operator. The Company's subsidiaries operate eleven world-class mountain resorts and three urban ski areas, including Vail, Beaver Creek, Breckenridge and Keystone in Colorado; Park City in Utah; Heavenly, Northstar and Kirkwood in the Lake Tahoe area of California and Nevada; Whistler Blackcomb in British Columbia, Canada; Stowe in Vermont; Perisher in New South Wales, Australia; Wilmot Mountain in Wisconsin; Afton Alps in Minnesota and Mt. Brighton in Michigan. Vail Resorts owns and/or manages a collection of casually elegant hotels under the RockResorts brand, as well as the Grand Teton Lodge Company in Jackson Hole, Wyoming. Vail Resorts Development Company is the real estate planning and development subsidiary of Vail Resorts, Inc. Vail Resorts is a publicly held company traded on the New York Stock Exchange (NYSE: MTN). The Vail Resorts company website is www.vailresorts.com and consumer website is www.snow.com.
Forward-Looking Statements
Certain statements discussed in this press release and on the conference call, other than statements of historical information, are forward-looking statements within the meaning of the federal securities laws, including our expectations regarding our fiscal 2018 performance; including our expected Resort Reported EBITDA, expected expenses associated with acquisition and integration related activities; our expectations regarding Whistler Blackcomb year-over-year growth, Stowe results, and Colorado performance; Resort EBITDA margin; Real Estate Reported EBITDA; Net Real Estate Cash Flow; net income attributable to Vail Resorts, Inc.; trends in consumer spending and pass sales; exchange rates; the payment of dividends; and the effects of our marketing and season pass sales efforts. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. Such risks and uncertainties include but are not limited to prolonged weakness in general economic conditions, including adverse effects on the overall travel and leisure related industries; unfavorable weather conditions or the impact of natural disasters; willingness of our guests to travel due to terrorism, the uncertainty of military conflicts or outbreaks of contagious diseases, the cost and availability of travel options and changing consumer preferences; the seasonality of our business



combined with adverse events that occur during our peak operating periods; competition in our mountain and lodging businesses; high fixed cost structure of our business; our ability to fund resort capital expenditures; our reliance on government permits or approvals for our use of public land or to make operational and capital improvements; risks related to a disruption in our water supply that would impact our snowmaking capabilities and operations; risks related to federal, state, local and foreign government laws, rules and regulations; risks related to our reliance on information technology, including our failure to maintain the integrity of our customer or employee data; our ability to hire and retain a sufficient seasonal workforce; risks related to our workforce, including increased labor costs; loss of key personnel; adverse consequences of current or future legal claims; a deterioration in the quality or reputation of our brands, including our ability to protect our intellectual property and the risk of accidents at our mountain resorts; our ability to successfully integrate acquired businesses or that acquired businesses may fail to perform in accordance with expectations, including Whistler Blackcomb and Stowe or future acquisitions; our ability to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, with respect to acquired businesses; risks associated with international operations; fluctuations in foreign currency exchange rates, particularly the Canadian dollar and Australian dollar; changes in accounting estimates and judgments, accounting principles, policies or guidelines or adverse determinations by taxing authorities; a materially adverse change in our financial condition; and other risks detailed in the Company’s filings with the Securities and Exchange Commission, including the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2017, which was filed on September 28, 2017.
All forward-looking statements attributable to us or any persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. All guidance and forward-looking statements in this press release are made as of the date hereof and we do not undertake any obligation to update any forecast or forward-looking statements whether as a result of new information, future events or otherwise, except as may be required by law.
Statement Concerning Segment and Non-GAAP Financial Measures
When reporting financial results, we use the terms Resort Reported EBITDA, Total Reported EBITDA, Resort EBITDA Margin, Net Debt and Net Real Estate Cash Flow, which are not financial measures under accounting principles generally accepted in the United States of America (“GAAP”). Resort Reported EBITDA, Total Reported EBITDA, Resort EBITDA Margin, Net Debt and Net Real Estate Cash Flow should not be considered in isolation or as an alternative to, or substitute for, measures of financial performance or liquidity prepared in accordance with GAAP. In addition, we report segment Reported EBITDA (i.e. Mountain, Lodging and Real Estate), the measure of segment profit or loss required to be disclosed in accordance with GAAP. Accordingly, these measures may not be comparable to similarly-titled measures of other companies.



Reported EBITDA (and its counterpart for each of our segments) has been presented herein as a measure of the Company’s performance. The Company believes that Reported EBITDA is an indicative measurement of the Company’s operating performance, and is similar to performance metrics generally used by investors to evaluate other companies in the resort and lodging industries. The Company defines Resort EBITDA Margin as Resort Reported EBITDA divided by Resort net revenue. The Company believes Resort EBITDA Margin is an important measurement of operating performance. The Company believes that Net Debt is an important measurement of liquidity as it is an indicator of the Company’s ability to obtain additional capital resources for its future cash needs. Additionally, the Company believes Net Real Estate Cash Flow is important as a cash flow indicator for its Real Estate segment. See the tables provided in this release for reconciliations of our measures of segment profitability and non-GAAP financial measures to the most directly comparable GAAP financial measures.





Vail Resorts, Inc.
Consolidated Statements of Operations
(In thousands, except per share amounts)
(Unaudited)
 
 
Three Months Ended July 31,
 
Twelve Months Ended July 31,
 
 
2017 (1)
 
2016 (1)
 
2017 (1)
 
2016 (1)
Net revenue:
 
 
 
 
 
 
 
 
Mountain and Lodging services and other
 
$
138,818

 
$
117,438

 
$
1,477,654

 
$
1,228,716

Mountain and Lodging retail and dining
 
63,569

 
55,084

 
412,646

 
350,442

Resort net revenue
 
202,387

 
172,522

 
1,890,300

 
1,579,158

Real estate
 
6,737

 
7,362

 
16,918

 
22,128

Total net revenue
 
209,124

 
179,884

 
1,907,218

 
1,601,286

Segment operating expense:
 
 
 
 
 
 
 
 
Mountain and Lodging operating expense
 
173,817

 
150,666

 
891,135

 
775,590

Mountain and Lodging retail and dining cost of products sold
 
28,402

 
24,902

 
170,824

 
143,276

General and administrative
 
50,997

 
46,737

 
236,799

 
208,991

Resort operating expense
 
253,216

 
222,305

 
1,298,758

 
1,127,857

Real estate
 
6,939

 
7,596

 
24,083

 
24,639

Total segment operating expense
 
260,155

 
229,901

 
1,322,841

 
1,152,496

Other operating (expense) income:
 
 
 
 
 
 
 
 
Depreciation and amortization
 
(48,921
)
 
(40,775
)
 
(189,157
)
 
(161,488
)
Gain on sale of real property
 
300

 
3,485

 
6,766

 
5,295

Change in fair value of contingent consideration
 
(1,200
)
 
(4,200
)
 
(16,300
)
 
(4,200
)
Loss on disposal of fixed assets and other, net
 
(1,725
)
 
(2,269
)
 
(6,430
)
 
(5,418
)
(Loss) income from operations
 
(102,577
)
 
(93,776
)
 
379,256

 
282,979

Mountain equity investment income, net
 
373

 
291

 
1,883

 
1,283

Investment income and other, net
 
233

 
214

 
6,114

 
723

Foreign currency gain on intercompany loans
 
19,184

 

 
15,285

 

Interest expense, net
 
(13,663
)
 
(10,461
)
 
(54,089
)
 
(42,366
)
(Loss) income before provision for income taxes
 
(96,450
)
 
(103,732
)
 
348,449

 
242,619

Benefit (provision) for income taxes
 
35,202

 
38,448

 
(116,731
)
 
(93,165
)
Net (loss) income
 
(61,248
)
 
(65,284
)
 
231,718

 
149,454

Net loss (income) attributable to noncontrolling interests
 
4,102

 
11

 
(21,165
)
 
300

Net (loss) income attributable to Vail Resorts, Inc.
 
$
(57,146
)
 
$
(65,273
)
 
$
210,553

 
$
149,754

Per share amounts:
 
 
 
 
 
 
 
 
Basic net (loss) income per share attributable to Vail Resorts, Inc.
 
$
(1.43
)
 
$
(1.80
)
 
$
5.36

 
$
4.13

Diluted net (loss) income per share attributable to Vail Resorts, Inc.
 
$
(1.43
)
 
$
(1.80
)
 
$
5.22

 
$
4.01

Cash dividends declared per share
 
$
1.053

 
$
0.81

 
$
3.726

 
$
2.865

Weighted average shares outstanding:
 
 
 
 
 
 
 
 
Basic
 
40,079

 
36,170

 
39,251

 
36,276

Diluted
 
40,079

 
36,170

 
40,366

 
37,312


(1) The Consolidated Statements of Operations for the three and twelve months ended July 31, 2016 have been revised to separately disclose revenues and costs from retail and dining operations, as well as general and administrative costs. Retail and dining revenues were previously included within Mountain and Lodging revenues, and the related costs were previously included in Mountain and Lodging operating costs. Management considers the change in presentation of our Consolidated Statement of Operations to be immaterial to all periods presented. There is no change to previously reported total net revenue, operating expense, income from operations, net income attributable to Vail Resorts, Inc., per share amounts or segment results.





Vail Resorts, Inc.
Consolidated Statements of Operations - Other Data
(In thousands)
(Unaudited)
Other Data:
 
 
 
 
 
 
 
 
Mountain Reported EBITDA
 
$
(57,316
)
 
$
(53,805
)
 
$
566,338

 
$
424,415

Lodging Reported EBITDA
 
6,860

 
4,313

 
27,087

 
28,169

Resort Reported EBITDA
 
(50,456
)
 
(49,492
)
 
593,425

 
452,584

Real Estate Reported EBITDA
 
98

 
3,251

 
(399
)
 
2,784

Total Reported EBITDA
 
$
(50,358
)
 
$
(46,241
)
 
$
593,026

 
$
455,368

Mountain stock-based compensation
 
$
3,830

 
$
3,374

 
$
14,969

 
$
13,404

Lodging stock-based compensation
 
828

 
794

 
3,215

 
3,094

Resort stock-based compensation
 
4,658

 
4,168

 
18,184

 
16,498

Real Estate stock-based compensation
 
69

 
192

 
131

 
527

Total stock-based compensation
 
$
4,727

 
$
4,360

 
$
18,315

 
$
17,025



Vail Resorts, Inc.
Mountain Segment Operating Results
(In thousands, except Effective Ticket Price (“ETP”))
(Unaudited)
 
 
 
Three Months Ended July 31,
 
Percentage
Increase
 
Twelve Months Ended July 31,
 
Percentage
Increase
 
 
2017
 
2016
 
(Decrease)
 
2017
 
2016
 
(Decrease)
Net Mountain revenue:
 
 
 
 
 
 
 
 
 
 
 
 
Lift
 
$
19,017

 
$
15,420

 
23.3
 %
 
$
818,341

 
$
658,047

 
24.4
%
Ski school
 
4,074

 
3,546

 
14.9
 %
 
177,748

 
143,249

 
24.1
%
Dining
 
17,235

 
12,915

 
33.4
 %
 
150,587

 
121,008

 
24.4
%
Retail/rental
 
31,612

 
26,386

 
19.8
 %
 
293,428

 
241,134

 
21.7
%
Other
 
53,822

 
39,727

 
35.5
 %
 
171,682

 
141,166

 
21.6
%
Total Mountain net revenue
 
125,760

 
97,994

 
28.3
 %
 
1,611,786

 
1,304,604

 
23.5
%
Mountain operating expense:
 
 
 
 
 
 
 
 
 
 
 
 
Labor and labor-related benefits
 
68,996

 
54,898

 
25.7
 %
 
403,020

 
338,250

 
19.1
%
Retail cost of sales
 
14,639

 
13,082

 
11.9
 %
 
112,902

 
93,946

 
20.2
%
Resort related fees
 
4,527

 
2,417

 
87.3
 %
 
83,503

 
68,890

 
21.2
%
General and administrative
 
43,140

 
38,422

 
12.3
 %
 
199,582

 
173,640

 
14.9
%
Other
 
52,147

 
43,271

 
20.5
 %
 
248,324

 
206,746

 
20.1
%
Total Mountain operating expense
 
183,449

 
152,090

 
20.6
 %
 
1,047,331

 
881,472

 
18.8
%
Mountain equity investment income, net
 
373

 
291

 
28.2
 %
 
1,883

 
1,283

 
46.8
%
Mountain Reported EBITDA
 
$
(57,316
)
 
$
(53,805
)
 
6.5
 %
 
$
566,338

 
$
424,415

 
33.4
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Total skier visits
 
412

 
327

 
26.0
 %
 
12,047

 
10,032

 
20.1
%
ETP
 
$
46.16

 
$
47.16

 
(2.1
)%
 
$
67.93

 
$
65.59

 
3.6
%








Vail Resorts, Inc.
Lodging Operating Results
(In thousands, except Average Daily Rate (“ADR”) and Revenue per Available Room (“RevPAR”))
(Unaudited)
 
 
 
Three Months Ended July 31,
 
Percentage
Increase
 
Twelve Months Ended July 31,
 
Percentage
Increase
 
 
2017
 
2016
 
(Decrease)
 
2017
 
2016
 
(Decrease)
Lodging net revenue:
 
 
 
 
 
 
 
 
 
 
 
 
Owned hotel rooms
 
$
21,380

 
$
20,356

 
5.0
 %
 
$
63,939

 
$
63,520

 
0.7
 %
Managed condominium rooms
 
10,277

 
9,514

 
8.0
 %
 
65,694

 
61,934

 
6.1
 %
Dining
 
15,065

 
15,176

 
(0.7
)%
 
48,449

 
49,225

 
(1.6
)%
Transportation
 
2,745

 
2,765

 
(0.7
)%
 
22,173

 
22,205

 
(0.1
)%
Golf
 
8,916

 
8,797

 
1.4
 %
 
17,837

 
17,519

 
1.8
 %
Other
 
14,432

 
14,824

 
(2.6
)%
 
46,238

 
47,833

 
(3.3
)%
 
 
72,815

 
71,432

 
1.9
 %
 
264,330

 
262,236

 
0.8
 %
Payroll cost reimbursements
 
3,812

 
3,096

 
23.1
 %
 
14,184

 
12,318

 
15.1
 %
Total Lodging net revenue
 
76,627

 
74,528

 
2.8
 %
 
278,514

 
274,554

 
1.4
 %
Lodging operating expense:
 
 
 
 
 
 
 
 
 
 
 
 
Labor and labor-related benefits
 
32,668

 
31,875

 
2.5
 %
 
117,183

 
114,404

 
2.4
 %
General and administrative
 
7,857

 
8,315

 
(5.5
)%
 
37,217

 
35,351

 
5.3
 %
Other
 
25,430

 
26,929

 
(5.6
)%
 
82,843

 
84,312

 
(1.7
)%
 
 
65,955

 
67,119

 
(1.7
)%
 
237,243

 
234,067

 
1.4
 %
Reimbursed payroll costs
 
3,812

 
3,096

 
23.1
 %
 
14,184

 
12,318

 
15.1
 %
Total Lodging operating expense
 
69,767

 
70,215

 
(0.6
)%
 
251,427

 
246,385

 
2.0
 %
Lodging Reported EBITDA
 
$
6,860

 
$
4,313

 
59.1
 %
 
$
27,087

 
$
28,169

 
(3.8
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
Owned hotel statistics:
 
 
 
 
 
 
 
 
 
 
 
 
ADR
 
$
228.05

 
$
216.28

 
5.4
 %
 
$
245.31

 
$
227.27

 
7.9
 %
RevPAR
 
$
167.48

 
$
146.83

 
14.1
 %
 
$
168.14

 
$
153.13

 
9.8
 %
Managed condominium statistics:
 
 
 
 
 
 
 
 
 
 
 
 
ADR
 
$
208.24

 
$
204.46

 
1.8
 %
 
$
347.64

 
$
325.38

 
6.8
 %
RevPAR
 
$
52.13

 
$
52.18

 
(0.1
)%
 
$
113.08

 
$
109.68

 
3.1
 %
Owned hotel and managed condominium statistics (combined):
 
 
 
 
 
 
 
 
 
 
 
 
ADR
 
$
219.58

 
$
211.45

 
3.8
 %
 
$
302.80

 
$
280.38

 
8.0
 %
RevPAR
 
$
88.27

 
$
85.51

 
3.2
 %
 
$
127.95

 
$
122.61

 
4.4
 %



Key Balance Sheet Data
(In thousands)
(Unaudited)
 
 
 
As of July 31,
 
 
2017
 
2016
Real estate held for sale and investment
 
$
103,405

 
$
111,088

Total Vail Resorts, Inc. stockholders’ equity
 
1,571,156

 
874,540

Long-term debt
 
1,234,024

 
686,909

Long-term debt due within one year
 
38,397

 
13,354

Total debt
 
1,272,421

 
700,263

Less: cash and cash equivalents
 
117,389

 
67,897

Net debt
 
$
1,155,032

 
$
632,366


 





Reconciliation of Measures of Segment Profitability and Non-GAAP Financial Measures

Presented below is a reconciliation of Reported EBITDA to net income attributable to Vail Resorts, Inc. for the three and twelve months ended July 31, 2017 and 2016.
 
 
(In thousands)
(Unaudited)
 
(In thousands)
(Unaudited)
 
 
Three Months Ended July 31,
 
Twelve Months Ended July 31,
 
 
2017
 
2016
 
2017
 
2016
Mountain Reported EBITDA
 
$
(57,316
)
 
$
(53,805
)
 
$
566,338

 
$
424,415

Lodging Reported EBITDA
 
6,860

 
4,313

 
27,087

 
28,169

Resort Reported EBITDA*
 
(50,456
)
 
(49,492
)
 
593,425

 
452,584

Real Estate Reported EBITDA
 
98

 
3,251

 
(399
)
 
2,784

Total Reported EBITDA
 
(50,358
)
 
(46,241
)
 
593,026

 
455,368

Depreciation and amortization
 
(48,921
)
 
(40,775
)
 
(189,157
)
 
(161,488
)
Loss on disposal of fixed assets and other, net
 
(1,725
)
 
(2,269
)
 
(6,430
)
 
(5,418
)
Change in fair value of contingent consideration
 
(1,200
)
 
(4,200
)
 
(16,300
)
 
(4,200
)
Investment income and other, net
 
233

 
214

 
6,114

 
723

Foreign currency gain on intercompany loans
 
19,184

 

 
15,285

 

Interest expense, net
 
(13,663
)
 
(10,461
)
 
(54,089
)
 
(42,366
)
(Loss) income before provision for income taxes
 
(96,450
)
 
(103,732
)
 
348,449

 
242,619

Benefit (provision) for income taxes
 
35,202

 
38,448

 
(116,731
)
 
(93,165
)
Net (loss) income
 
(61,248
)
 
(65,284
)
 
231,718


149,454

Net loss (income) attributable to noncontrolling interests
 
4,102

 
11

 
(21,165
)
 
300

Net (loss) income attributable to Vail Resorts, Inc.
 
$
(57,146
)
 
$
(65,273
)
 
$
210,553


$
149,754

 
 
 
 
 
 
 
 
 
* Resort represents the sum of Mountain and Lodging
 
 
 
 
 
 
 
 

    
The following table reconciles Net Debt to long-term debt and the calculation of Net Debt to Total Reported EBITDA for the twelve months ended July 31, 2017.
 
In thousands)
(Unaudited)
(As of July 31, 2017)
 
Long-term debt
$
1,234,024

 
Long-term debt due within one year
38,397

 
Total debt
1,272,421

 
Less: cash and cash equivalents
117,389

 
Net debt
$
1,155,032

 
Net debt to Total Reported EBITDA
1.9

x






The following table reconciles Real Estate Reported EBITDA to Net Real Estate Cash Flow for the three and twelve months ended July 31, 2017 and 2016.
 
 
(In thousands)
(Unaudited)
Three Months Ended
July 31,
 
(In thousands)
(Unaudited)
Twelve Months Ended
July 31,
 
 
2017
 
2016
 
2017
 
2016
Real Estate Reported EBITDA
 
$
98

 
$
3,251

 
$
(399
)
 
$
2,784

Non-cash Real Estate cost of sales
 
5,080

 
5,216

 
13,097

 
15,724

Non-cash Real Estate stock-based compensation
 
68

 
193

 
130

 
527

One-time charge for Real Estate contingency
 

 

 
4,300

 

Change in real estate deposits and recovery of previously incurred project costs/land basis less investments in real estate
 
(81
)
 
628

 
1,323

 
2,991

Net Real Estate Cash Flow
 
$
5,165

 
$
9,288

 
$
18,451

 
$
22,026


The following table reconciles Resort net revenue to Resort EBITDA Margin for fiscal 2018 guidance and fiscal 2017.
 
 
(In thousands)
(Unaudited)
Fiscal 2018 Guidance (2)
(In thousands)
(Unaudited)
Fiscal Year Ended July 31, 2017
Resort net revenue (1)
 
$
2,090,000

$
1,890,300

Resort Reported EBITDA (1)
 
$
667,000

$
593,425

Resort EBITDA margin
 
31.9
%
31.4
%
 
 
 
 
(1) Resort represents the sum of Mountain and Lodging
 
 
 
(2) Represents the mid-point range of Guidance
 
 
 



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