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EX-32 - EXHIBIT 32 - VAIL RESORTS INCexhibit32.htm
EX-31.2 - EXHIBIT 31.2 - VAIL RESORTS INCexhibit31_2.htm
EX-31.1 - EXHIBIT 31.1 - VAIL RESORTS INCexhibit31_1.htm

 

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

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 2009

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from       to

Commission File Number:  001-09614


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


Delaware
 
51-0291762
(State or Other Jurisdiction of Incorporation or Organization)
 
(I.R.S. Employer Identification No.)
     
390 Interlocken Crescent
Broomfield, Colorado
 
80021
(Address of Principal Executive Offices)
 
(Zip Code)

(303) 404-1800
(Registrant’s Telephone Number, Including Area Code)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 
¨ Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x                                                                             Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
¨ Yes x No

As of December 2, 2009, 36,243,341 shares of the registrant’s common stock were outstanding.

 
 
 

 




 
 
 









 

 
 
 

Consolidated Condensed Balance Sheets
(In thousands, except share and per share amounts)

     
October 31,
     
July 31,
     
October 31,
 
     
2009
     
2009
     
2008
 
     
(Unaudited)
             
(Unaudited)
 
Assets
                       
Current assets:
                       
Cash and cash equivalents
 
$
13,019
   
$
69,298
   
$
102,668
 
Restricted cash
   
13,436
     
11,065
     
12,453
 
Trade receivables, net
   
32,821
     
58,063
     
44,468
 
Inventories, net
   
62,779
     
48,947
     
67,718
 
Other current assets
   
48,822
     
41,615
     
41,988
 
Total current assets
   
170,877
     
228,988
     
269,295
 
Property, plant and equipment, net (Note 5)
   
1,051,933
     
1,057,658
     
1,077,760
 
Real estate held for sale and investment
   
366,748
     
311,485
     
256,323
 
Goodwill, net
   
167,950
     
167,950
     
142,282
 
Intangible assets, net
   
79,353
     
79,429
     
72,463
 
Other assets
   
33,269
     
38,970
     
47,062
 
Total assets
 
$
1,870,130
   
$
1,884,480
   
$
1,865,185
 
                         
Liabilities and Stockholders’ Equity
                       
Current liabilities:
                       
Accounts payable and accrued liabilities (Note 5)
 
$
330,272
   
$
245,536
   
$
327,516
 
Income taxes payable
   
5,725
     
5,460
     
49,784
 
Long-term debt due within one year (Note 4)
   
1,862
     
352
     
354
 
Total current liabilities
   
337,859
     
251,348
     
377,654
 
Long-term debt (Note 4)
   
489,919
     
491,608
     
491,778
 
Other long-term liabilities (Note 5)
   
199,288
     
233,169
     
223,381
 
Deferred income taxes
   
87,993
     
112,234
     
57,063
 
Commitments and contingencies (Note 9)
                       
Redeemable noncontrolling interest (Note 8)
   
16,847
     
15,415
     
31,947
 
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, 40,121,309 (unaudited), 40,049,988 and 40,000,502 (unaudited) shares issued, respectively
   
401
     
400
     
400
 
Additional paid-in capital
   
558,202
     
555,728
     
547,043
 
Retained earnings
   
315,822
     
356,995
     
260,014
 
Treasury stock, at cost; 3,878,535 (unaudited), 3,878,535 and 3,282,508 (unaudited) shares, respectively (Note 11)
   
(147,828
)
   
(147,828
)
   
(132,873
)
Total Vail Resorts, Inc. stockholders’ equity
   
726,597
     
765,295
     
674,584
 
                Noncontrolling interests
   
11,627
     
15,411
     
8,778
 
    Total stockholders’ equity
   
738,224
     
780,706
     
683,362
 
    Total liabilities and stockholders’ equity
 
$
1,870,130
   
$
1,884,480
   
$
1,865,185
 

The accompanying Notes are an integral part of these consolidated condensed financial statements.

 

 
 
 

Consolidated Condensed Statements of Operations
(In thousands, except per share amounts)
(Unaudited)

   
Three months ended
 
   
October 31,
 
   
2009
   
2008
 
Net revenue:
           
Mountain
$
39,204
 
$
40,778
 
Lodging
 
41,355
   
45,253
 
Real estate
 
205
   
66,750
 
Total net revenue
 
80,764
   
152,781
 
Segment operating expense (exclusive of depreciation and amortization shown separately below):
           
Mountain
 
76,468
   
81,223
 
Lodging
 
42,623
   
44,898
 
Real estate
 
5,177
   
51,377
 
Total segment operating expense
 
124,268
   
177,498
 
Other operating (expense) income:
           
Depreciation and amortization
 
(27,184
)
 
(25,078
)
Gain on sale of real property
 
6,087
   
--
 
Loss on disposal of fixed assets, net
 
(113
)
 
(180
)
Loss from operations
 
(64,714
)
 
(49,975
)
Mountain equity investment  income, net
 
254
   
1,015
 
Investment income
 
230
   
643
 
Interest expense, net
 
(4,835
)
 
(7,947
)
Loss before benefit from income taxes
 
(69,065
)
 
(56,264
)
Benefit from income taxes
 
25,554
   
19,409
 
Net loss
 
(43,511
)
 
(36,855
)
Net loss attributable to noncontrolling interests
 
2,338
   
2,351
 
Net loss attributable to Vail Resorts, Inc.
$
(41,173
)
$
(34,504
)
             
Per share amounts (Note 3):
           
Basic net loss per share
$
(1.14
)
$
(0.93
)
Diluted net loss per share
$
(1.14
)
$
(0.93
)

The accompanying Notes are an integral part of these consolidated condensed financial statements.

 

 
 
 

Consolidated Condensed Statements of Cash Flows
(In thousands)
(Unaudited)

   
Three Months Ended
   
October 31,
   
2009
 
2008
Cash flows from operating activities:
               
Net loss
 
$
(43,511
)
 
$
(36,855
)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
               
Depreciation and amortization
   
27,184
     
25,078
 
Cost of real estate sales
   
--
     
40,127
 
Gain on sale of real property
   
(6,087
)
   
--
 
Stock-based compensation expense
   
3,464
     
2,567
 
Deferred income taxes, net
   
(25,554
)
   
(19,188
)
Other non-cash income, net
   
(2,085
)
   
(1,807
)
Changes in assets and liabilities:
               
Restricted cash
   
(2,371
)
   
45,984
 
Accounts receivable, net
   
25,242
     
6,616
 
Inventories, net
   
(13,832
)
   
(18,010
)
Investments in real estate
   
(59,880
)
   
(50,774
)
Accounts payable and accrued liabilities
   
52,409
     
40,063
 
Deferred real estate deposits
   
139
     
(11,149
)
Private club deferred initiation fees and deposits
   
373
     
34,637
 
Other assets and liabilities, net
   
(442
)
   
(6,370
)
Net cash (used in) provided by operating activities
   
(44,951
)
   
50,919
 
Cash flows from investing activities:
               
Capital expenditures
   
(20,753
)
   
(43,384
)
Cash received from sale of real property
   
8,920
     
--
 
Other investing activities, net
   
(217
)
   
(2,582
)
Net cash used in investing activities
   
(12,050
)
   
(45,966
)
Cash flows from financing activities:
               
Repurchases of common stock
   
--
     
(7,412
)
Proceeds from borrowings under non-recourse real estate financings
   
--
     
9,013
 
    Payments of non-recourse real estate financings
   
--
     
(58,407
)
Proceeds from borrowings under other long-term debt
   
29,457
     
20,640
 
Payments of other long-term debt
   
(29,636
)
   
(35,808
)
Other financing activities, net
   
901
     
7,344
 
Net cash provided by (used in) financing activities
   
722
     
(64,630
)
Net decrease in cash and cash equivalents
   
(56,279
)
   
(59,677
)
Cash and cash equivalents:
               
Beginning of period
   
69,298
     
162,345
 
End of period
 
$
13,019
   
$
102,668
 
                 

The accompanying Notes are an integral part of these consolidated condensed financial statements.

 

 
 
 

Notes to Consolidated Condensed Financial Statements
(Unaudited)

1.           Organization and Business
 
Vail Resorts, Inc. (“Vail Resorts” or the “Parent Company”) is organized as a holding company and operates through various subsidiaries.  Vail Resorts and its subsidiaries (collectively, the “Company”) currently operate in three business segments: Mountain, Lodging and Real Estate.  In the Mountain segment, the Company owns and operates five world-class ski resort properties at the Vail, Breckenridge, Keystone and Beaver Creek mountain resorts in Colorado and the Heavenly Mountain Resort in the Lake Tahoe area of California and Nevada, as well as ancillary businesses, primarily including ski school, dining and retail/rental operations.  These resorts operate primarily on Federal land under the terms of Special Use Permits granted by the USDA Forest Service (the “Forest Service”).  The Company holds a 69.3% interest in SSI Venture, LLC (“SSV”), a retail/rental company.  The Company’s mountain business is seasonal in nature with its peak operating season from mid-November through mid-April.  In the Lodging segment, the Company owns and/or manages a collection of luxury hotels under its RockResorts brand, as well as other strategic lodging properties and a large number of condominiums located in proximity to the Company’s ski resorts, the Grand Teton Lodge Company (“GTLC”), which operates three destination resorts at Grand Teton National Park (under a National Park Service concessionaire contract), Colorado Mountain Express (“CME”), a resort ground transportation company, and golf courses. The Company’s lodging properties at or around the Company’s ski resorts are seasonal in nature with peak operating seasons from mid-November through mid-April.  The Company’s operations at GTLC and its golf courses generally only operate from mid-May through mid-October.  Vail Resorts Development Company (“VRDC”), a wholly-owned subsidiary, conducts the operations of the Company’s Real Estate segment, which owns and develops real estate in and around the Company’s resort communities.  The Company also has non-majority owned investments in various other entities, some of which are consolidated (see Note 6, Variable Interest Entities).

2.           Summary of Significant Accounting Policies

The Financial Accounting Standards Board (“FASB”) has established the FASB Accounting Standards Codification (“ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the United States of America for financial statements of interim and annual periods ending after September 15, 2009 (the Company’s first quarter for fiscal year 2010).  This standard does not alter current accounting principles generally accepted in the United States of America (“GAAP”), but rather integrates existing accounting standards with other authoritative guidance.

Basis of Presentation
 
Consolidated Condensed Financial Statements-- In the opinion of the Company, the accompanying Consolidated Condensed Financial Statements reflect all adjustments necessary to state fairly the Company's financial position, results of operations and cash flows for the interim periods presented.  All such adjustments are of a normal recurring nature.  Results for interim periods are not indicative of the results for the entire fiscal year.  The accompanying Consolidated Condensed Financial Statements should be read in conjunction with the audited Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended July 31, 2009.  Certain information and footnote disclosures, including significant accounting policies, normally included in fiscal year financial statements prepared in accordance with GAAP have been condensed or omitted.  The July 31, 2009 Consolidated Condensed Balance Sheet was derived from audited financial statements.
 
Management has evaluated subsequent events through December 7, 2009, the date these financial statements were available to be issued.

Use of Estimates-- The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from those estimates.

Noncontrolling Interests in Consolidated Financial Statements-- Effective August 1, 2009, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 160, “Noncontrolling Interest in Consolidated Financial Statements – an Amendment of Accounting Research Bulletin No. 51” (“SFAS 160”).  The guidance of this statement is now included in ASC Topic 810 “Consolidation”.  This statement requires the presentation of net income (loss) allocable to noncontrolling interests (previously referred to as minority interest) along with net income (loss) attributable to the stockholders of the Company separately in its consolidated statement of operations.  Additionally, noncontrolling interests in the consolidated subsidiaries of the Company are reported as a separate component of equity in the consolidated balance sheet, apart from the Company’s equity.  However, redeemable noncontrolling interests in which the Company is subject to a put option under which it may be required to repurchase an interest in a consolidated subsidiary from a noncontrolling interest holder, must be classified outside of stockholders’ equity.  Since the Company is subject to a put option with respect to SSV beginning August 1, 2010 and each year thereafter (see Note 8, Redeemable Noncontrolling Interest, of the Notes to Consolidated Condensed Financial Statements), the redeemable noncontrolling interest in SSV has been classified in the mezzanine section of the accompanying consolidated condensed balance sheets at its estimated redemption value at the end of each reporting period.

Upon adoption, the provisions of this statement have been applied to all noncontrolling interests prospectively, except for the presentation and disclosure requirements, which have been applied retrospectively for all periods presented.  The retrospective impact of applying this guidance was a reclassification of $15.4 million and $31.9 million as of July 31, 2009 and October 31, 2008, respectively, of minority interest to redeemable noncontrolling interest, representing noncontrolling interest subject to the SSV put option, and a reduction in retained earnings of $13.5 million as of October 31, 2008, representing the difference in the estimated redemption value as of October 31, 2008 and the carrying value of the SSV noncontrolling interest.  In addition, as of July 31, 2009 and October 31, 2009, the portion of minority interest, which is not subject to the SSV put option, has been reclassified as part of equity-noncontrolling interests.  The following table summarizes the changes in total stockholders’ equity (in thousands):
 

 
Three Months Ended October 31,
 
2009
 
2008
   
Vail Resorts Stockholders
   
Noncontrolling Interests
   
Total Equity
     
Vail Resorts Stockholders
   
Noncontrolling Interests
   
Total Equity
 
Balance, beginning of period
$
765,295
 
$
15,411
 
$
780,706
   
$
716,633
 
$
8,848
 
$
725,481
 
    Net loss
 
(41,173
)
 
(2,338
)
 
(43,511
)
   
(34,504
)
 
(2,351
)
 
(36,855
)
    Stock-based compensation  expense
 
3,464
   
--
   
3,464
     
2,567
   
--
   
2,567
 
Issuance of shares under share award plans
 
(724
)
 
--
   
(724
)
   
(1,079
)
 
--
   
(1,079
)
Tax benefit from share award plans
 
(265
)
 
--
   
(265
)
   
(214
)
 
--
   
(214
)
Repurchases of common stock
 
--
   
--
           
(7,413
)
 
--
   
(7,413
)
Adjustment to redemption value of redeemable noncontrolling interest
 
--
   
(1,431
)
 
(1,431
)
   
(1,406
)
 
2,646
   
1,240
 
Distributions to noncontrolling interests, net
 
--
   
(15
)
 
(15
)
   
--
   
(365
)
 
(365
)
Balance, end of period
$
726,597
 
$
11,627
 
$
738,224
   
$
674,584
 
$
8,778
 
$
683,362
 

Additionally, upon adoption of this statement, even though the Company’s total provision (benefit) for income taxes did not change, the Company’s effective tax rate calculation has changed because net income (loss) attributable to noncontrolling interests is no longer included in the determination of pre-tax income (loss) in calculating its effective tax rate.

Fair Value Instruments-- The recorded amounts for cash and cash equivalents, receivables, other current assets, and accounts payable and accrued liabilities approximate fair value due to their short-term nature.  The fair value of amounts outstanding under the Employee Housing Bonds (Note 4, Long-Term Debt) approximate book value due to the variable nature of the interest rate associated with that debt.  The fair value of the 6.75% Notes (Note 4, Long-Term Debt) is based on quoted market price.  The fair value of the Company's Industrial Development Bonds (Note 4, Long-Term Debt) and other long-term debt have been estimated using discounted cash flow analyses based on current borrowing rates for debt with similar remaining maturities and ratings.  The estimated fair value of the 6.75% Notes, Industrial Development Bonds and other long-term debt as of October 31, 2009 is presented below (in thousands):

   
October 31, 2009
 
   
Carrying
 
Fair
 
   
Value
 
Value
 
6.75% Notes
 
$
390,000
 
$
385,125
 
Industrial Development Bonds
 
 
42,700
 
 
45,464
 
Other long-term debt
 
$
6,506
 
$
6,296
 


New Accounting Standards

Fair Value Measurements and Disclosures-- In September 2006, the FASB issued guidance which is included in ASC Topic 820, “Fair Value Measurements and Disclosures” (SFAS No. 157 “Fair Value Measurements”) on fair value measurements and disclosures.  This standard defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.  The fair value guidance in this standard for financial assets and liabilities was effective for the Company on August 1, 2008.  The Company adopted the guidance for nonfinancial assets and liabilities on August 1, 2009 and the provisions did not have a material impact on the Company’s financial position or results of operations.

Business Combinations-- In December 2007, the FASB issued guidance which is included in ASC Topic 805, “Business Combinations” (SFAS No. 141R, “Business Combinations”) which establishes principles and requirements on how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in an acquiree, including the recognition and measurement of goodwill acquired in a business combination.  This standard also requires acquisition-related transaction expenses and restructuring costs be expensed as incurred rather than capitalized as a component of the business combination.  The guidance was effective for the Company on August 1, 2009 and will be applied prospectively to business combinations.

 Amendments to FASB Interpretation, Consolidation of Variable Interest Entities-- In June 2009, the FASB issued guidance which is included in ASC 810, “Consolidation” (SFAS 167 “Amendments to FASB No. 46(R)”) which amends the consolidation guidance for variable interest entities.  Under this new standard, entities must perform a qualitative assessment in determining the primary beneficiary of a variable interest entity which includes, among other things, consideration as to whether a variable interest holder has the power to direct the activities that most significantly impact the economic performance of the variable interest entity and the obligation to absorb losses or the right to receive benefits of the variable interest entity that could potentially be significant to the variable interest entity.  This standard is effective for the Company beginning August 1, 2010 (the Company’s fiscal year ending July 31, 2011).  The Company is currently evaluating the impacts, if any, the adoption of this new standard will have on the Company’s financial position or results of operations.

Revenue Recognition Guidance for Arrangements with Multiple Deliverables-- In September 2009, the FASB issued Accounting Standards Update (“ASU”) 2009-13, “Multiple-Deliverables Revenue Arrangements” (amendments to ASC Topic 605, “Revenue Recognition”, and the Emerging Issues Task Force Issue No. 08-01 “Revenue Arrangements with Multiple Deliverables”) which amends the revenue recognition guidance for arrangements with multiple deliverables.  This new standard requires entities to allocate revenue in arrangements with multiple deliverables using estimated selling prices and eliminates the use of the residual method.  The provisions of this new standard are effective for the Company beginning August 1, 2010 (the Company’s fiscal year ending July 31, 2011); however, early adoption is permitted.  The Company is currently evaluating the impacts, if any, the adoption of this new standard will have on the Company’s financial position or results of operations.

3.           Net Loss Per Common Share

Basic earnings per share (“EPS”) excludes dilution and is computed by dividing net loss attributable to Vail Resorts stockholders by the weighted-average shares outstanding during the period.  Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised, resulting in the issuance of shares of common stock that would then share in the earnings of Vail Resorts.  Presented below is basic and diluted EPS for the three months ended October 31, 2009 and 2008 (in thousands, except per share amounts):

   
Three Months Ended October 31,
   
2009
 
2008
   
Basic
 
Diluted
 
Basic
 
Diluted
Net loss per share:
                               
Net loss attributable to Vail Resorts
 
$
(41,173
)
 
$
(41,173
)
 
$
(34,504
)
 
$
(34,504
)
                                 
Weighted-average shares outstanding
   
36,201
     
36,201
     
36,922
     
36,922
 
Effect of dilutive securities
   
--
     
--
     
--
     
--
 
Total shares
   
36,201
     
36,201
     
36,922
     
36,922
 
                                 
Net loss per share
 
$
(1.14
)
 
$
(1.14
)
 
$
(0.93
)
 
$
(0.93
)

The number of shares issuable on the exercise of share based awards that were excluded from the calculation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive totaled 1.3 million and 0.8 million for the three months ended October 31, 2009 and 2008, respectively.

4.           Long-Term Debt

Long-term debt as of October 31, 2009, July 31, 2009 and October 31, 2008 is summarized as follows (in thousands):

   
October 31,
July 31,
October 31,
 
Maturity (a)
2009
2009
2008
Credit Facility Revolver
2012
$
--
$
--
$
--
SSV Facility
2011
 
--
 
--
 
--
Industrial Development Bonds
2011-2020
 
42,700
 
42,700
 
42,700
Employee Housing Bonds
2027-2039
 
52,575
 
52,575
 
52,575
6.75% Senior Subordinated Notes ("6.75% Notes")
2014
 
390,000
 
390,000
 
390,000
Other
2009-2029
 
6,506
 
6,685
 
6,857
Total debt
   
491,781
 
491,960
 
492,132
Less:  Current maturities (b)
   
1,862
 
352
 
354
Long-term debt
 
$
489,919
$
491,608
$
491,778

(a)  
Maturities are based on the Company's July 31 fiscal year end.

(b)  
Current maturities represent principal payments due in the next 12 months.

Aggregate maturities for debt outstanding as of October 31, 2009 reflected by fiscal year are as follows (in thousands):


   
Total
2010
$
169
2011
 
1,831
2012
 
305
2013
 
319
2014
 
390,219
Thereafter
 
98,938
Total debt
$
491,781


The Company incurred gross interest expense of $8.4 million and $9.7 million for the three months ended October 31, 2009 and 2008, respectively, of which $0.4 million and $0.8 million was amortization of deferred financing costs.  The Company capitalized $3.5 million and $1.7 million of interest during the three months ended October 31, 2009 and 2008, respectively.


5.           Supplementary Balance Sheet Information

The composition of property, plant and equipment follows (in thousands):

     
October 31,
 
July 31,
 
October 31,
     
2009
 
2009
 
2008
Land and land improvements
 
$
264,030
   
$
261,263
   
$
266,194
 
Buildings and building improvements
   
751,038
     
750,063
     
729,211
 
Machinery and equipment
   
499,768
     
496,963
     
459,544
 
Furniture and fixtures
   
175,061
     
174,770
     
152,735
 
Software
   
51,358
     
44,584
     
40,359
 
Vehicles
   
34,265
     
33,991
     
29,588
 
Construction in progress
   
47,767
     
40,724
     
72,744
 
 
Gross property, plant and equipment
   
1,823,287
     
1,802,358
     
1,750,375
 
Accumulated depreciation
   
(771,354
)
   
(744,700
)
   
(672,615
)
 
Property, plant and equipment, net
 
$
1,051,933
   
$
1,057,658
   
$
1,077,760
 

The composition of accounts payable and accrued liabilities follows (in thousands):

     
October 31,
 
July 31,
 
October 31,
     
2009
 
2009
 
2008
Trade payables
 
$
60,597
   
$
42,591
   
$
73,348
 
Real estate development payables
   
55,082
     
45,681
     
57,001
 
Deferred revenue
   
91,753
     
57,171
     
82,343
 
Deferred real estate and other deposits
   
53,134
     
21,576
     
46,582
 
Accrued salaries, wages and deferred compensation
   
16,087
     
15,202
     
16,052
 
Accrued benefits
   
22,489
     
23,496
     
22,303
 
Accrued interest
   
6,592
     
14,002
     
6,722
 
Liabilities to complete real estate projects, short term
   
1,794
     
3,972
     
2,821
 
Other accruals
   
    22,744
     
21,845
     
20,344
 
 
Total accounts payable and accrued liabilities
 
$
330,272
   
$
245,536
   
$
327,516
 

The composition of other long-term liabilities follows (in thousands):

     
October 31,
 
July 31,
 
October 31,
     
2009
 
2009
 
2008
Private club deferred initiation fee revenue and deposits
 
$
151,464
   
$
153,265
   
$
156,200
 
Deferred real estate deposits
   
--
     
32,792
     
45,856
 
Other long-term liabilities
   
47,824
     
47,112
     
21,325
 
 
Total other long-term liabilities
 
$
199,288
   
$
233,169
   
$
223,381
 

On November 1, 2008, the Company acquired substantially all of the assets of CME, a resort ground transportation business, for a total consideration of $38.2 million, as well as $0.9 million to reimburse the seller for certain new capital expenditures as provided for in the purchase agreement.  The acquisition was accounted for as a business purchase combination using the purchase method of accounting.  The purchase price was allocated to tangible and identifiable intangible assets acquired based on their estimated fair values at the acquisition date.  The Company has completed its purchase price allocation and has recorded $25.7 million in goodwill and $7.5 million in intangible assets on the date of the acquisition.  The operating results of CME from the date of acquisition are reported within the Lodging segment.

6.           Variable Interest Entities

The Company is the primary beneficiary of four employee housing entities (collectively, the “Employee Housing Entities”), Breckenridge Terrace, LLC, The Tarnes at BC, LLC, BC Housing, LLC and Tenderfoot Seasonal Housing, LLC, which are Variable Interest Entities (“VIEs”), and has consolidated them in its Consolidated Condensed Financial Statements.  As a group, as of October 31, 2009, the Employee Housing Entities had total assets of $34.5 million (primarily recorded in property, plant and equipment, net) and total liabilities of $62.2 million (primarily recorded in long-term debt as “Employee Housing Bonds”).  The Company has issued under its senior credit facility (the “Credit Facility”) letters of credit in the amount of $53.4 million related to Employee Housing Bonds.  Payments under the letters of credit would be triggered in the event that one of the entities defaults on required payments.  The letters of credit have no default provisions.

The Company is the primary beneficiary of Avon Partners II, LLC (“APII”), which is a VIE.  APII owns commercial space and the Company currently leases substantially all of that space.  APII had total assets of $5.3 million (primarily recorded in property, plant and equipment, net) and no debt as of October 31, 2009.

The Company, through various lodging subsidiaries, manages hotels in which the Company has no ownership interest in the entities that own such hotels.  The Company has extended a $2.0 million note receivable to one of these entities.  These entities were formed by unrelated third parties to acquire, own, operate and realize the value in resort hotel properties.  The Company managed the day-to-day operations of six hotel properties as of October 31, 2009.  The Company has determined that the entities that own the hotel properties are VIEs, and the management contracts are significant variable interests in these VIEs.  The Company has also determined that it is not the primary beneficiary of these entities and, accordingly, is not required to consolidate any of these entities.  Based upon the latest information provided by these third party entities, these VIEs had estimated total assets of approximately $229 million and total liabilities of approximately $151 million.  The Company's maximum exposure to loss as a result of its involvement with these VIEs is limited to a $2.4 million note receivable including accrued interest from one of the third parties and the net book value of the intangible asset associated with a management agreement in the amount of $0.6 million as of October 31, 2009.

7.           Fair Value Measurements

The FASB issued fair value guidance that establishes how reporting entities should measure fair value for measurement and disclosure purposes.  The guidance establishes a common definition of fair value applicable to all assets and liabilities measured at fair value and prioritizes the inputs into valuation techniques used to measure fair value.  Accordingly, the Company uses valuation techniques which maximize the use of observable inputs and minimize the use of unobservable inputs when determining fair value.  The three levels of the hierarchy are as follows:

Level 1: Inputs that reflect unadjusted quoted prices in active markets that are accessible to the Company for identical assets or liabilities;

Level 2: Inputs include quoted prices for similar assets and liabilities in active and inactive markets or that are observable for the asset or liability either directly or indirectly; and

Level 3: Unobservable inputs which are supported by little or no market activity.

The table below summarizes the Company’s assets and liabilities measured at fair value in accordance with the guidance as of October 31, 2009 (all other assets and liabilities measured at fair value are immaterial) (in thousands):

     
Fair Value Measurements at Reporting Date Using
   
Balance at
           
   
October 31,
           
Description
 
2009
 
Level 1
 
Level 2
 
Level 3
Cash equivalents
 
$
8,998
 
$
7,448
 
$
1,550
 
$
--

The Company’s cash equivalents include money market funds, U.S. government debt securities and time deposits which are measured using Level 1 and Level 2 inputs utilizing quoted market prices or pricing models whereby all significant inputs are either observable or corroborated by observable market data.

8.           Redeemable Noncontrolling Interest

The Company holds an approximate 69.3% ownership interest in SSV.  Additionally, the Company holds call rights and GSSI LLC (“GSSI”), the noncontrolling interest holder in SSV, holds put rights for the remaining interest in SSV beginning August 1, 2010, as further discussed below, and GSSI has a management agreement which extends to coincide with the exercise of the put and call rights.

The Company’s and GSSI’s put and call rights are as follows: (i) beginning August 1, 2010 and each year thereafter, each of the Company and GSSI has the right to call or put, respectively, 100% of GSSI's ownership interest in SSV to the Company during certain periods each year and (ii) GSSI has the right to put to the Company 100% of its ownership interest in SSV at any time after GSSI has been removed as manager of SSV or after an involuntary transfer of the Company's ownership interest in SSV has occurred.  The put and call pricing is generally based on the trailing twelve month EBITDA (as defined in the operating agreement) of SSV for the fiscal period ended prior to the commencement of the put or call period, as applicable.

Since GSSI's remaining interest in SSV has a redemption feature, as a result of the put option, the Company has classified the redeemable noncontrolling interest in SSV in the mezzanine section in the Consolidated Condensed Balance Sheets, outside of stockholders' equity.  The Company has recorded the redeemable noncontrolling interest at the estimated redemption value at the end of each reporting period.  At the end of each reporting period if the redemption value is below the carrying value of the noncontrolling interest, the difference is recorded in noncontrolling interests as a component of stockholders’ equity; however, if the redemption value exceeds the carrying value of the noncontrolling interest the difference is recorded in retained earnings.  As of October 31, 2009, July 31, 2009 and October 31, 2008, the estimated redemption value of the put/call option for the remaining noncontrolling interest was $16.8 million, $15.4 million and $31.9 million, respectively.

9.           Commitments and Contingencies

Metropolitan Districts

The Company credit-enhances $8.5 million of bonds issued by Holland Creek Metropolitan District (“HCMD”) through an $8.6 million letter of credit issued against the Company's Credit Facility.  HCMD's bonds were issued and used to build infrastructure associated with the Company's Red Sky Ranch residential development.  The Company has agreed to pay capital improvement fees to Red Sky Ranch Metropolitan District (“RSRMD”) until RSRMD's revenue streams from property taxes are sufficient to meet debt service requirements under HCMD's bonds, and the Company has recorded a liability of $1.8 million, $1.9 million and $1.5 million, primarily within “other long-term liabilities” in the accompanying Consolidated Condensed Balance Sheets, as of October 31, 2009, July 31, 2009 and October 31, 2008, respectively, with respect to the estimated present value of future RSRMD capital improvement fees.  The Company estimates that it will make capital improvement fee payments under this arrangement through the year ending July 31, 2018.

Guarantees

As of October 31, 2009, the Company had various other letters of credit in the amount of $86.4 million, consisting primarily of $53.4 million in support of the Employee Housing Bonds, $26.9 million of construction and development related guarantees and $5.3 million for workers’ compensation and general liability deductibles related to construction and development activities.

In addition to the guarantees noted above, the Company has entered into contracts in the normal course of business which include certain indemnifications under which it could be required to make payments to third parties upon the occurrence or non-occurrence of certain future events.  These indemnities include indemnities to licensees in connection with the licensees’ use of the Company’s trademarks and logos, indemnities for liabilities associated with the infringement of other parties’ technology and software products, indemnities related to liabilities associated with the use of easements, indemnities related to employment of contract workers, the Company’s use of trustees, indemnities related to the Company’s use of public lands and environmental indemnifications.  The duration of these indemnities generally is indefinite and generally do not limit the future payments the Company could be obligated to make.

As permitted under applicable law, the Company and certain of its subsidiaries indemnify their directors and officers over their lifetimes for certain events or occurrences while the officer or director is, or was, serving the Company or its subsidiaries in such a capacity.  The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has a director and officer insurance policy that should enable the Company to recover a portion of any future amounts paid.

Unless otherwise noted, the Company has not recorded any significant liabilities for the letters of credit, indemnities and other guarantees noted above in the accompanying Consolidated Condensed Financial Statements, either because the Company has recorded on its Consolidated Condensed Balance Sheets the underlying liability associated with the guarantee, the guarantee is with respect to the Company’s own performance and is therefore not subject to the measurement requirements as prescribed by GAAP, or because the Company has calculated the fair value of the indemnification or guarantee to be immaterial based upon the current facts and circumstances that would trigger a payment under the indemnification clause.  In addition, with respect to certain indemnifications it is not possible to determine the maximum potential amount of liability under these guarantees due to the unique set of facts and circumstances that are likely to be involved in each particular claim and indemnification provision.  Historically, payments made by the Company under these obligations have not been material.

As noted above, the Company makes certain indemnifications to licensees in connection with their use of the Company’s trademarks and logos.  The Company does not record any liabilities with respect to these indemnifications.

Self Insurance

The Company is self-insured for claims under its health benefit plans and for the majority of workers’ compensation claims, subject to a stop loss policy.  The self-insurance liability related to workers' compensation is determined actuarially based on claims filed.  The self-insurance liability related to claims under the Company’s health benefit plans is determined based on analysis of actual claims.  The amounts related to these claims are included as a component of accrued benefits in accounts payable and accrued liabilities (see Note 5, Supplementary Balance Sheet Information).

Legal

The Company is a party to various lawsuits arising in the ordinary course of business, including Resort (Mountain and Lodging) related cases and contractual and commercial litigation that arises from time to time in connection with the Company's real estate operations.  Management believes the Company has adequate insurance coverage or has accrued for loss contingencies for all known matters that are deemed to be probable losses and estimable.  As of October 31, 2009, July 31, 2009 and October 31, 2008 the accrual for the above loss contingencies was not material individually and in the aggregate.

10.           Segment Information

The Company has three reportable segments: Mountain, Lodging and Real Estate.  The Mountain segment includes the operations of the Company’s ski resorts and related ancillary activities.  The Lodging segment includes the operations of all of the Company’s owned hotels, RockResorts, GTLC, condominium management, CME and golf operations.  The Real Estate segment owns and develops real estate in and around the Company’s resort communities.  The Company’s reportable segments, although integral to the success of the others, offer distinctly different products and services and require different types of management focus.  As such, these segments are managed separately.
 
The Company reports its segment results using Reported EBITDA (defined as segment net revenue less segment operating expenses, plus or minus segment equity investment income or loss, and for the Real Estate segment, plus gain on sale of real property) which is a non-GAAP financial measure.  The Company reports segment results in a manner consistent with management’s internal reporting of operating results to the chief operating decision maker (Chief Executive Officer) for purposes of evaluating segment performance.

Reported EBITDA is not a measure of financial performance under GAAP.  Items excluded from Reported EBITDA are significant components in understanding and assessing financial performance.  Reported EBITDA should not be considered in isolation or as an alternative to, or substitute for, net income (loss), net change in cash and cash equivalents or other financial statement data presented in the Consolidated Condensed Financial Statements as indicators of financial performance or liquidity.  Because Reported EBITDA is not a measurement determined in accordance with GAAP and thus is susceptible to varying calculations, Reported EBITDA as presented may not be comparable to other similarly titled measures of other companies.

The Company utilizes Reported EBITDA in evaluating performance of the Company and in allocating resources to its segments.  Mountain Reported EBITDA consists of Mountain net revenue less Mountain operating expense plus or minus Mountain equity investment income or loss.  Lodging Reported EBITDA consists of Lodging net revenue less Lodging operating expense.  Real Estate Reported EBITDA consists of Real Estate net revenue less Real Estate operating expense plus gain on sale of real property.  All segment expenses include an allocation of corporate administrative expense.  Assets are not allocated between segments, or used to evaluate performance, except as shown in the table below.

Following is key financial information by reportable segment which is used by management in evaluating performance and allocating resources (in thousands):

       
Three Months Ended
       
October 31,
       
2009
 
2008
Net revenue:
             
Lift tickets
$
--
   
$
--
 
Ski school
 
--
     
--
 
Dining
 
3,468
     
3,929
 
Retail/rental
 
21,538
     
22,426
 
Other
 
14,198
     
14,423
 
Total Mountain net revenue
 
39,204
     
40,778
 
Lodging
 
41,355
     
45,253
 
Total Resort net revenue
 
80,559
     
86,031
 
Real Estate
 
205
     
66,750
 
Total net revenue
$
80,764
   
$
152,781
 
Operating expense:
             
Mountain
$
76,468
   
$
81,223
 
Lodging
 
42,623
     
44,898
 
Total Resort operating expense
 
119,091
     
126,121
 
Real estate
 
5,177
     
51,377
 
Total segment operating expense
$
124,268
   
$
177,498
 
Gain on sale of real property
$
6,087
   
$
--
 
Mountain equity investment income, net
$
254
   
$
1,015
 
               
Reported EBITDA:
             
Mountain
$
(37,010)
   
$
(39,430
)
Lodging
 
(1,268)
     
355
 
Resort
 
(38,278)
     
(39,075
)
Real Estate
 
1,115
     
15,373
 
Total Reported EBITDA
$
(37,163)
   
$
(23,702
)
               
Real estate held for sale and investment
$
366,748
   
$
256,323
 
               
Reconciliation to net loss attributable to Vail Resorts, Inc.:
             
Total Reported EBITDA
$
(37,163)
   
$
(23,702
)
Depreciation and amortization
 
(27,184)
     
(25,078
)
Loss on disposal of fixed assets, net
 
(113)
     
(180
)
Investment income
 
230
     
643
 
Interest expense, net
 
(4,835)
     
(7,947
)
Loss before benefit from income taxes
 
(69,065)
     
(56,264
)
 
Benefit from income taxes
 
25,554
     
19,409
 
Net loss
$
(43,511)
   
$
(36,855
)
Net loss attributable to noncontrolling interests
 
2,338
     
2,351
 
Net loss attributable to Vail Resorts, Inc.
$
(41,173)
   
$
(34,504
)


11.           Stock Repurchase Plan

On March 9, 2006, the Company’s Board of Directors approved the repurchase of up to 3,000,000 shares of common stock and on July 16, 2008 approved an increase of the Company’s common stock repurchase authorization by an additional 3,000,000 shares.  The Company did not repurchase any shares of common stock during the three months ended October 31, 2009.  Since inception of this stock repurchase plan through October 31, 2009, the Company has repurchased 3,878,535 shares at a cost of approximately $147.8 million.  As of October 31, 2009, 2,121,465 shares remained available to repurchase under the existing repurchase authorization.  Shares of common stock purchased pursuant to the repurchase program will be held as treasury shares and may be used for the issuance of shares under the Company's employee share award plans.

12.           Guarantor Subsidiaries and Non-Guarantor Subsidiaries

The Company’s payment obligations under the 6.75% Notes (see Note 4, Long-Term Debt) are fully and unconditionally guaranteed on a joint and several, senior subordinated basis by substantially all of the Company’s consolidated subsidiaries (collectively, and excluding Non-Guarantor Subsidiaries (as defined below), the “Guarantor Subsidiaries”) except for Eagle Park Reservoir Company, Gros Ventre Utility Company, Mountain Thunder, Inc., SSV, Larkspur Restaurant & Bar, LLC, Gore Creek Place, LLC and certain other insignificant entities (together, the “Non-Guarantor Subsidiaries”).  APII and the Employee Housing Entities are included with the Non-Guarantor Subsidiaries for purposes of the consolidated financial information, but are not considered subsidiaries under the indenture governing the 6.75% Notes.

Presented below is the consolidated financial information of the Parent Company, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries.  Financial information for the Non-Guarantor Subsidiaries is presented in the column titled “Other Subsidiaries.”  Balance sheets are presented as of October 31, 2009, July 31, 2009 and October 31, 2008.  Statements of operations are presented for the three months ended October 31, 2009 and 2008.  Statements of cash flows are presented for the three months ended October 31, 2009 and 2008.

Investments in subsidiaries are accounted for by the Parent Company and Guarantor Subsidiaries using the equity method of accounting.  Net income (loss) of Non-Guarantor Subsidiaries is, therefore, reflected in the Parent Company's and Guarantor Subsidiaries' investments in and advances to (from) subsidiaries.  Net income (loss) of the Guarantor and Non-Guarantor Subsidiaries is reflected in Parent Company and Guarantor Subsidiaries as equity in income (loss) of consolidated subsidiaries.  The elimination entries eliminate investments in Other Subsidiaries and intercompany balances and transactions for consolidated reporting purposes.

 
 

Supplemental Condensed Consolidating Balance Sheet
As of October 31, 2009
(in thousands)
(Unaudited)
                                 
             
100% Owned
                 
       
Parent
   
Guarantor
   
Other
   
Eliminating
   
       
Company
   
Subsidiaries
   
Subsidiaries
 
Entries
   
Consolidated
Current assets:
                           
 
Cash and cash equivalents
$
--
 
$
9,926
 
$
3,093
 
$
--
 
$
13,019
 
Restricted cash
 
--
   
13,306
   
130
   
--
   
13,436
 
Trade receivables, net
 
--
   
31,788
   
1,033
   
--
   
32,821
 
Inventories, net
 
--
   
10,313
   
52,466
   
--
   
62,779
 
Other current assets
 
22,611
   
23,755
   
2,456
   
--
   
48,822
   
Total current assets
 
22,611
   
89,088
   
59,178
   
--
   
170,877
Property, plant and equipment, net
 
--
   
986,754
   
65,179
   
--
   
1,051,933
Real estate held for sale and investment
 
--
   
366,748
   
--
   
--
   
366,748
Goodwill, net
 
--
   
148,702
   
19,248
   
--
   
167,950
Intangible assets, net
 
--
   
63,506
   
15,847
   
--
   
79,353
Other assets
 
3,048
   
25,206
   
5,015
   
--
   
33,269
Investments in subsidiaries and advances to (from) parent
 
1,220,067
   
318,849
   
(23,082
)
 
(1,515,834
)
 
--
 
Total assets
$
1,245,726
 
$
1,998,853
 
$
141,385
 
$
(1,515,834
)
$
1,870,130
                                 
Current liabilities:
                           
 
Accounts payable and accrued liabilities
$
5,721
 
$
290,295
 
$
34,256
 
$
--
 
$
330,272
 
Income taxes payable
 
5,725
   
--
   
--
   
--
   
5,725
 
Long-term debt due within one year
 
--
   
1,509
   
353
   
--
   
1,862
   
Total current liabilities
 
11,446
   
291,804
   
34,609
   
--
   
337,859
Long-term debt
 
390,000
   
41,214
   
58,705
   
--
   
489,919
Other long-term liabilities
 
29,690
   
166,793
   
2,805
   
--
   
199,288
Deferred income taxes
 
87,993
   
--
   
--
   
--
   
87,993
Redeemable noncontrolling interest
 
--
   
--
   
16,847
   
--
   
16,847
 
Total Vail Resorts, Inc. stockholders’ equity
 
726,597
   
1,499,042
   
16,792
   
(1,515,834
)
 
726,597
 
Noncontrolling interests
 
--
   
--
   
11,627
   
--
   
11,627
 
Total stockholders’ equity
 
726,597
   
1,499,042
   
28,419
   
(1,515,834
)
 
738,224
 
Total liabilities and stockholders' equity
$
1,245,726
 
$
1,998,853
 
$
141,385
 
$
(1,515,834
)
$
1,870,130

 
 
 
 
Supplemental Condensed Consolidating Balance Sheet
As of July 31, 2009
(in thousands)



           
100% Owned
                       
   
Parent
 
Guarantor
 
Other
 
Eliminating
       
   
Company
 
Subsidiaries
 
Subsidiaries
 
Entries
 
Consolidated
Current assets:
                                       
Cash and cash equivalents
 
$
--
   
$
66,364
   
$
2,934
   
$
--
   
$
69,298
 
Restricted cash
   
--
     
11,065
     
--
     
--
     
11,065
 
Trade receivables, net
   
--
     
56,834
     
1,229
     
--
     
58,063
 
Inventories, net
   
--
     
11,895
     
37,052
     
--
     
48,947
 
Other current assets
   
21,333
     
18,407
     
1,875
     
--
     
41,615
 
Total current assets
   
21,333
     
164,565
     
43,090
     
--
     
228,988
 
Property, plant and equipment, net
   
--
     
991,027
     
66,631
     
--
     
1,057,658
 
Real estate held for sale and investment
   
--
     
311,485
     
--
     
--
     
311,485
 
Goodwill, net
   
--
     
148,702
     
19,248
     
--
     
167,950
 
Intangible assets, net
   
--
     
63,580
     
15,849
     
--
     
79,429
 
Other assets
   
3,226
     
30,710
     
5,034
     
--
     
38,970
 
Investments in subsidiaries and advances to (from) parent
   
1,290,532
     
307,124
     
(15,179
)
   
(1,582,477
)
   
--
 
Total assets
 
$
1,315,091
   
$
2,017,193
   
$
134,673
   
$
(1,582,477
)
 
$
1,884,480
 
                                         
Current liabilities:
                                       
Accounts payable and accrued liabilities
 
$
12,412
   
$
214,021
   
$
19,103
   
$
--
   
$
245,536
 
Income taxes payable
   
5,460
     
--
     
--
     
--
     
5,460
 
Long-term debt due within one year
   
--
     
9
     
343
     
--
     
352
 
Total current liabilities
   
17,872
     
214,030
     
19,446
     
--
     
251,348
 
Long-term debt
   
390,000
     
42,716
     
58,892
     
--
     
491,608
 
Other long-term liabilities
   
29,690
     
200,974
     
2,505
     
--
     
233,169
 
Deferred income taxes
   
112,234
     
--
     
--
     
--
     
112,234
 
Redeemable noncontrolling interest
   
--
     
--
     
15,415
     
--
     
15,415
 
         Total Vail Resorts, Inc. stockholders’ equity
   
765,295
     
1,559,473
     
23,004
     
(1,582,477
)
   
765,295
 
         Noncontrolling interests
   
--
     
--
     
15,411
     
--
     
15,411
 
         Total stockholders’ equity
   
765,295
     
1,559,473
     
38,415
     
(1,582,477
)
   
780,706
 
 Total liabilities and stockholders’ equity
 
$
1,315,091
   
$
2,017,193
   
$
134,673
   
$
(1,582,477
)
 
$
1,884,480
 

 
 
 
 

 
Supplemental Condensed Consolidating Balance Sheet
As of October 31, 2008
(in thousands)
(Unaudited)


       
100% Owned
               
   
Parent
 
Guarantor
 
Other
 
Eliminating
       
   
Company
 
Subsidiaries
 
Subsidiaries
 
Entries
 
Consolidated
Current assets:
                                       
Cash and cash equivalents
 
$
--
   
$
92,806
   
$
9,862
   
$
--
   
$
102,668
 
Restricted cash
   
--
     
12,193
     
260
     
--
     
12,453
 
Trade receivables, net
   
--
     
43,662
     
806
     
--
     
44,468
 
Inventories, net
   
--
     
10,965
     
56,753
     
--
     
67,718
 
Other current assets
   
16,115
     
21,622
     
4,251
     
--
     
41,988
 
Total current assets
   
16,115
     
181,248
     
71,932
     
--
     
269,295
 
Property, plant and equipment, net
   
--
     
828,390
     
249,370
     
--
     
1,077,760
 
Real estate held for sale and investment
   
--
     
204,323
     
52,000
     
--
     
256,323
 
Goodwill, net
   
--
     
123,034
     
19,248
     
--
     
142,282
 
Intangible assets, net
   
--
     
56,584
     
15,879
     
--
     
72,463
 
Other assets
   
3,758
     
36,570
     
6,734
     
--
     
47,062
 
Investments in subsidiaries and advances to (from) parent
   
1,160,589
     
699,571
     
(114,512
)
   
(1,745,648
)
   
--
 
Total assets
 
$
1,180,462
   
$
2,129,720
   
$
300,651
   
$
(1,745,648
)
 
$
1,865,185
 
                                         
Current liabilities:
                                       
Accounts payable and accrued liabilities
 
$
5,889
   
$
224,520
   
$
97,107
   
$
--
   
$
327,516
 
Income taxes payable
   
49,784
     
--
     
--
     
--
     
49,784
 
Long-term debt due within one year
   
--
     
11
     
343
     
--
     
354
 
Total current liabilities
   
55,673
     
224,531
     
97,450
     
--
     
377,654
 
Long-term debt
   
390,000
     
42,721
     
59,057
     
--
     
491,778
 
Other long-term liabilities
   
3,142
     
217,436
     
2,803
     
--
     
223,381
 
Deferred income taxes
   
57,063
     
--
     
--
     
--
     
57,063
 
Redeemable noncontrolling interest
   
--
     
--
     
31,947
     
--
     
31,947
 
       Total Vail Resorts, Inc. stockholders’ equity
   
674,584
     
1,645,032
     
100,616
     
(1,745,648
)
   
674,584
 
       Noncontrolling interests
   
--
     
--
     
8,778
     
--
     
8,778
 
       Total stockholders’ equity
   
674,584
     
1,645,032
     
109,394
     
(1,745,648
)
   
683,362
 
       Total liabilities and stockholders’ equity
 
$
1,180,462
   
$
2,129,720
   
$
300,651
   
$
(1,745,648
)
 
$
1,865,185
 

 
 
 
 
 
 
Supplemental Condensed Consolidating Statement of Operations
 
For the three months ended October 31, 2009
 
(in thousands)
 
(Unaudited)
                                     
             
100% Owned
                     
       
Parent
   
Guarantor
   
Other
   
Eliminating
         
       
Company
   
Subsidiaries
   
Subsidiaries
   
Entries
   
Consolidated
   
Total net revenue
$
--
 
$
59,820
 
$
22,975
 
$
(2,031
)
$
80,764
   
Total operating expense
 
162
   
115,717
   
31,592
   
(1,993
)
 
145,478
   
 
Loss from operations
 
(162
)
 
(55,897
)
 
(8,617
)
 
(38
)
 
(64,714
)
 
Other (expense) income, net
 
(6,758
)
 
2,505
   
(390
)
 
38
   
(4,605
)
 
Equity investment, net
 
--
   
254
   
--
   
--
   
254
   
 
Loss before benefit from income taxes
 
(6,920
)
 
(53,138
)
 
(9,007
)
 
--
   
(69,065
)
 
 
Benefit from income taxes
 
2,561
   
22,993
   
--
   
--
   
25,554
   
 
Net loss before equity in (loss) income
                               
 
of consolidated subsidiaries
 
(4,359
)
 
(30,145
)
 
(9,007
)
 
--
   
(43,511
)
 
Equity in (loss) income of consolidated subsidiaries
 
(36,814
)
 
(6,669
)
 
--
   
43,483
   
--
   
 
Net (loss) income