10-Q

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549FORM 10-Q

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

For the quarterly period ended September 30, 2014

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File Number: 001-36286

Intrawest Resorts Holdings, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	46-3681098
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)
1621 18th Street, Suite 300
Denver, Colorado	80202
(Address of Principal Executive Offices)	(Zip Code)
(303) 749-8200
(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    oNo

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).    x  Yes    o  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	o		Accelerated filer	o
Non-accelerated filer	x	(Do not check if a smaller reporting company)	Smaller reporting company	o

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

As of November 7, 2014, 45,051,124 shares of the registrant’s common stock were outstanding.

Table of Contents

PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	3
	Condensed Consolidated Balance Sheets as of September 30, 2014 and June 30, 2014	3
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended September 30, 2014 and 2013	4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2014 and 2013	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	33
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3.	Defaults Upon Senior Securities	34
Item 4.	Mine Safety Disclosures	34
Item 5.	Other Information	34
Item 6.	Exhibits	35
SIGNATURES		35

1

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including:

• weakness in general economic conditions;

• lack of adequate snowfall and unfavorable weather conditions;

• adverse events that occur during our peak operating periods;

• our failure to achieve the expected benefits of our recent acquisition and other risks associated with our acquisition strategy;

• Steamboat Ski & Resort’s dependence on subsidized direct air service;

• risks related to information technology;

• our potential failure to maintain the integrity of our customer or employee data;

• adverse consequences of ongoing legacy litigation or future legal claims;

• our ability to monetize real estate assets;

• a partial or complete loss of Alpine Helicopters Inc.’s services;

• the effects of climate change on our business operations;

• our ability to maintain effective internal control over financial reporting;

• risks of foreign currency fluctuations which could reduce the U.S. dollar value of our Canadian earnings;

• risks associated with the ownership of a majority of our outstanding common stock by entities managed or controlled by Fortress Investment Group, LLC, (collectively “Fortress”), including potential sales of shares held by Fortress, governance rights in our stockholders' agreement with Fortress and potential conflicts of interests; and

• our substantial leverage, which could adversely affect our ability to raise additional capital to support our growth strategy.

You should carefully consider the risks described in Part I - Item 1A, Risk Factors, in our Annual Report on Form 10-K for the year ended June 30, 2014 filed with the Securities and Exchange Commission (“SEC”) on September 23, 2014. Moreover, we operate in a competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Quarterly Report on Form 10-Q may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

2

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

INTRAWEST RESORTS HOLDINGS, INC

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)

(Unaudited)

	September 30, 2014			June 30, 2014
Assets
Current assets:
Cash and cash equivalents	$	53,555		$	56,020
Restricted cash	12,184			12,154
Receivables, net	36,623			40,408
Other current assets	64,470			60,789
Total current assets	166,832			169,371
Property, plant and equipment, net of accumulated depreciation of $389,601 and $388,729	566,915			490,138
Real estate held for development	150,607			152,949
Intangible assets, net of accumulated amortization of $58,895 and $59,015	65,096			58,521
Goodwill	109,128			94,609
Other long-term assets, net	78,471			145,882
Total assets	$	1,137,049		$	1,111,470
Liabilities and Equity
Current liabilities:
Accounts payable and accrued liabilities	$	77,693		$	62,275
Deferred revenue and deposits	81,328			55,248
Capital lease obligations due within one year	4,009			3,929
Long-term debt due within one year	7,194			6,644
Total current liabilities	170,224			128,096
Long-term capital lease obligations	35,420			35,597
Long-term debt	587,191			529,290
Other long-term liabilities	70,382			77,713
Total liabilities	863,217			770,696
Commitments and contingencies (Note 9)
Stockholders' equity:
Preferred stock, $0.01 par value; 300,000,000 shares authorized;    0 issued and outstanding at each of September 30, 2014 and June 30, 2014	—			—
Common stock, $0.01 par value; 2,000,000,000 shares authorized;    45,026,124 shares issued and outstanding at each of September 30, 2014    and June 30, 2014	450			450
Additional paid-in capital	2,894,696			2,894,072
Accumulated deficit	(2,802,142		)	(2,751,167		)
Accumulated other comprehensive income	180,289			197,743
Total stockholders' equity	273,293			341,098
Noncontrolling interest	539			(324		)
Total equity	273,832			340,774
Total liabilities and equity	$	1,137,049		$	1,111,470

See accompanying notes to condensed consolidated financial statements.

3

Table of Contents	INTRAWEST RESORTS HOLDINGS, INC.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(In thousands, except share and per share data)
	(Unaudited)

	Three Months Ended September 30,
	2014			2013
Statements of Operations
Revenue	$	74,373		$	80,561
Operating expenses	98,076			104,196
Depreciation and amortization	14,586			13,145
Loss on remeasurement of equity method investments and disposal of other assets	1,625			397
Loss from operations	(39,914		)	(37,177		)
Interest expense, net	(9,614		)	(81,937		)
Loss from equity method investments	(2,251		)	(1,591		)
Other expense, net	(305		)	(172		)
Loss before income taxes	(52,084		)	(120,877		)
Income tax (benefit) expense	(1,986		)	701
Net loss	(50,098		)	(121,578		)
Income attributable to noncontrolling interest	877			436
Net loss attributable to Intrawest Resorts Holdings, Inc.	$	(50,975	)	$	(122,014	)
Weighted average shares of common stock outstanding:
Basic and diluted	45,026,124			41,882,000
Net loss attributable to Intrawest Resorts Holdings, Inc. per share:
Basic and diluted	$	(1.13	)	$	(2.91	)
Statements of Comprehensive Loss
Net loss	$	(50,098	)	$	(121,578	)
Other comprehensive (loss) income (net of tax of $0)	(17,468		)	9,683
Comprehensive loss	(67,566		)	(111,895		)
Comprehensive income attributable to noncontrolling interest	863			424
Comprehensive loss attributable to Intrawest Resorts Holdings, Inc.	$	(68,429	)	$	(112,319	)

See accompanying notes to condensed consolidated financial statements.

4

Table of Contents	INTRAWEST RESORTS HOLDINGS, INC.
	Condensed Consolidated Statements of Cash Flows
	(In thousands)
	(Unaudited)

	Three Months Ended September 30,
	2014			2013
Cash provided by (used in):
Operating activities:
Net loss	$	(50,098	)	$	(121,578	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	14,586			13,145
Accrued interest on notes payable to affiliates	—			67,105
Funding of pension plans	(2,065		)	(97		)
Other non-cash expense, net	2,825			5,954
Changes in assets and liabilities, net of Blue Mountain acquisition:
Inventories	(2,698		)	(6,150		)
Real estate held for development	(17		)	10,829
Accounts payable and accrued liabilities	7,484			11,677
Deferred revenue and deposits	21,939			23,636
Other assets and liabilities, net	8,234			(4,137		)
Net cash provided by operating activities	190			384
Investing activities:
Capital expenditures	(15,148		)	(14,277		)
Acquisition of Blue Mountain, net of cash received	(41,485		)	—
Other investing activities, net	(556		)	(266		)
Net cash used in investing activities	(57,189		)	(14,543		)
Financing activities:
Proceeds from issuance of long-term debt	59,925			—
Repayments of bank and other borrowings	(2,702		)	(1,679		)
Financing costs paid	(1,234		)	—
Net cash provided by (used in) financing activities	55,989			(1,679		)
Effect of exchange rate changes on cash	(1,455		)	923
Decrease in cash and cash equivalents	(2,465		)	(14,915		)
Cash and cash equivalents, beginning of period	56,020			59,775
Cash and cash equivalents, end of period	$	53,555		$	44,860
Supplemental information:
Cash paid for interest	$	8,427		$	12,812
Non-cash investing and financing activities:
Property, plant and equipment financed by capital lease obligations	$	107		$	19,565

See accompanying notes to condensed consolidated financial statements.

5

Notes to Condensed Consolidated Financial Statements

Three Months Ended September 30, 2014 and 2013

(Unaudited)

6

Notes to Condensed Consolidated Financial Statements

Three Months Ended September 30, 2014 and 2013

(Unaudited)

1. Organization and Business

Formation of the Company

Intrawest Resorts Holdings, Inc. is a Delaware corporation that was formed on August 30, 2013, and had not, prior to the completion of the restructuring transactions in which it acquired substantially all of the assets, liabilities and operations of Intrawest Cayman L.P. (the "Partnership"), which is described below under “Restructuring”, conducted any activities other than those incident to its formation for the preparation of its initial public offering, which was consummated on February 5, 2014.

The Partnership was formed on February 22, 2007 as a holding company that operated through various subsidiaries primarily engaged in the operation of mountain resorts, adventure, and real estate businesses, principally throughout North America.

Unless the context suggests otherwise, references in the notes to condensed consolidated financial statements to the “Company”, “our”, “us”, or “we” refer to the Partnership its consolidated subsidiaries prior to the consummation of the restructuring transactions described below under “Restructuring” and to Intrawest Resorts Holdings, Inc. and its consolidated subsidiaries after the consummation of the restructuring transactions described below under “Restructuring”.

Business Operations

The Company conducts business through three reportable segments: Mountain, Adventure and Real Estate. The Mountain segment includes the Company's mountain resorts and lodging operations at Steamboat Ski & Resort and Winter Park Resort (“Winter Park”) in Colorado, Stratton Mountain Resort in Vermont, Snowshoe Mountain Resort in West Virginia, Mont Tremblant Resort (“Tremblant”) in Quebec, and a 50.0% equity interest in Blue Mountain Ski Resort (“Blue Mountain”) in Ontario prior to the Company's acquisition of the remaining 50.0% equity interest that the Company did not already own on September 19, 2014 ("Blue Mountain Acquisition"). The Mountain segment derives revenue mainly from sales of lift products, lodging, ski school services, retail and rental merchandise, food and beverage, and other ancillary services.

The Adventure segment includes Canadian Mountain Holidays (“CMH”), which provides heli-skiing, mountaineering and hiking at eleven lodges in British Columbia, Canada. In support of CMH’s operations, the Company owns a fleet of Bell helicopters that are also used in the off-season for fire suppression activities in the United States and Canada and other commercial uses. The Company's subsidiary, Alpine Aerotech L.P., provides helicopter maintenance, repair and overhaul services to the Company’s fleet of helicopters as well as to aircraft owned by unaffiliated third parties.

The Real Estate segment is comprised of and derives revenue from Intrawest Resort Club Group (“IRCG”), a vacation club business, Intrawest Hospitality Management, LLC, which principally manages condominium hotel properties in Maui, Hawaii and in Mammoth Lakes, California, and Playground, a residential real estate sales and marketing business, as well as the Company’s 50.0% interest in Mammoth Hospitality Management, LLC and 57.1% interest in Chateau M.T. Inc. The Real Estate segment is also comprised of ongoing real estate development activities and includes costs associated with these activities, including planning activities and land carrying costs. 

Restructuring

On December 9, 2013, the Company was party to a series of transactions in which the Partnership caused its indirect subsidiaries to contribute 100% of their equity interest in both Intrawest U.S. Holdings Inc., a Delaware corporation (“Intrawest U.S.”), and Intrawest ULC, an unlimited liability company organized under the laws of the Province of Alberta (“Intrawest ULC”), to an indirect subsidiary of the Company. Concurrently, $1.1 billion of notes payable to affiliates, including $0.7 billion of accrued and unpaid interest thereon, were exchanged for 42,999,900 shares of the Company's common stock (or 41,881,903 shares after giving effect to the 0.974-for-1 reverse stock split) and subsequently canceled. The Company's subsidiaries were released from all obligations, including guarantor obligations, in respect of an additional $355.6 million of notes payable to affiliates (the "Third Lien Loan"), including $145.6 million of accrued and unpaid interest thereon. These transactions are collectively referred to as the “Restructuring.” The consolidated statements of operations include interest expense related to the notes payable to affiliates of zero and $67.1 million for the three months ended September 30, 2014 and 2013, respectively.

The Restructuring was accounted for as a transaction among entities under common control as Intrawest Resorts Holdings, Inc. and the Partnership were, since August 30, 2013, and continue to be, under the common control of entities managed or controlled by

7

Notes to Condensed Consolidated Financial Statements

Three Months Ended September 30, 2014 and 2013

(Unaudited)

Fortress Investment Group, LLC, (collectively “Fortress”). Intrawest Resorts Holdings, Inc. had no operations prior to the Restructuring. After the Restructuring and prior to the completion of the Company's initial public offering in February 2014, Fortress indirectly owned 100% of the voting and economic equity interests of the Company. The Company is the parent holding company of the businesses conducted by Intrawest U.S. and Intrawest ULC and their respective subsidiaries. Due to the entities being under common control, the assets, liabilities and equity contributed to the Company were recorded at their historical carrying values on the consolidated balance sheet. The consolidated statements of operations include the historical results of the Partnership combined with the results of the Company since the Restructuring. The European operations of the Partnership were not contributed to the Company in connection with the Restructuring. As a result of the Restructuring, the condensed consolidated balance sheet as of June 30, 2014 reflects the removal of approximately $4.1 million in total assets. In addition, the condensed consolidated balance sheet as of June 30, 2014 reflects an additional $1.5 billion of APIC related to the conversion of the $1.1 billion of affiliate debt and the removal of the principal balance and accrued and unpaid interest of the Third Lien Loan.

2. Significant Accounting Policies

Basis of Presentation and Use of Estimates

The condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). 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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Certain previously reported amounts have been reclassified to conform to the current period financial statement presentation.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company, its majority-owned subsidiaries and all variable interest entities ("VIEs") for which the Company is the primary beneficiary. All significant intercompany transactions are eliminated in consolidation. Investments in which the Company does not have a controlling interest or is not the primary beneficiary, but over which the Company is able to exercise significant influence, are accounted for under the equity method. Under the equity method, the original cost of the investment is adjusted for the Company’s share of post-acquisition earnings or losses less distributions received.

In January 2013, the Canadian helicopter business was reorganized and Alpine Helicopters Inc. (“Alpine Helicopters”) in which the Company owns a 20.0% equity interest, was formed. Alpine Helicopters employs all the pilots that fly the helicopters in the CMH land tenures. Alpine Helicopters leases 100.0% of its helicopters from Intrawest ULC, a consolidated subsidiary of the Company, creating economic dependence and therefore giving Intrawest ULC a variable interest in Alpine Helicopters. Alpine Helicopters is a VIE for which the Company is the primary beneficiary and is consolidated in the accompanying financial statements. The remaining 80.0% equity interest in Alpine Helicopters is held by the employees of Alpine Helicopters and is reflected as a noncontrolling interest on the accompanying condensed consolidated financial statements. As of September 30, 2014, Alpine Helicopters had total assets of $10.0 million and total liabilities of $6.7 million.

On September 19, 2014 (the "Acquisition Date"), the Company acquired the remaining 50.0% equity interest in Blue Mountain that it did not already own from Blue Mountain Resorts Holdings Inc. (“Blue Mountain Holdings”) (see Part I - Item 1, Financial Statements (unaudited), see Note 8, "Blue Mountain Acquisition"). The accompanying condensed consolidated financial statements reflect the Company's equity method investment in Blue Mountain prior to the Blue Mountain Acquisition and the consolidated results for the period from the Acquisition Date through the fiscal quarter ended September 30, 2014.

Fair Value of Financial Instruments

The Company has various short term financial instruments, including cash and cash equivalents, receivables, accounts payable and accrued liabilities. The instruments’ book value approximates their fair value, or, in the case of notes receivable, their market comparable interest rates.

The fair value of the Senior Debt (as defined in Part I - Item 1, Financial Statements (unaudited), Note 5, “Long-Term Debt”) was estimated using quoted prices for the Company's instruments in markets that are not active and was considered a Level 2 measure.

8

Notes to Condensed Consolidated Financial Statements

Three Months Ended September 30, 2014 and 2013

(Unaudited)

The fair value of other debt obligations was estimated based on Level 3 inputs using discounted cash flow analyses based on assumptions that management believes are consistent with market participant assumptions.

	September 30, 2014				June 30, 2014
	Carrying Value		Fair Value		Carrying Value		Fair Value
Senior Debt	$	590,942	$	597,661	$	532,350	$	548,046
Other debt obligations	3,443		2,994		3,584		3,114

Recent Accounting Pronouncements

In April 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360):  Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity ("ASU 2014-08").  This update raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures for discontinued operations as well as certain other disposals that do not meet the definition of a discontinued operation.  The guidance is effective for annual periods beginning on or after December 15, 2014, with early adoption permitted only for disposals that have not been previously reported.  The Company does not anticipate that the adoption of ASU 2014-08 will have a material impact on the Company's financial position, results of operations or cash flows.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in GAAP when it becomes effective. The new standard is effective July 1, 2017. Early adoption is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is currently in the process of evaluating the impact that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.

3. Earnings (Loss) Per Share

Basic earnings (loss) per share ("EPS") is calculated by dividing net income (loss) attributable to the Company by the weighted average number of shares of common stock outstanding. Diluted EPS is calculated by dividing net income (loss) attributable to the Company by the weighted average number of shares of common stock outstanding, plus potentially dilutive securities. Potentially dilutive securities include unvested restricted common stock and restricted stock units, the dilutive effect of which is calculated using the treasury stock method.

The Restructuring was accounted for as a transaction among entities under common control. As a result, the Company is retrospectively presenting the shares outstanding for all periods presented prior to the Restructuring.

Due to the Company's reported net loss for each of the three months ended September 30, 2014 and 2013, the effect of 0.1 million anti-dilutive stock awards was not included in the calculation of EPS. The calculation of basic and diluted EPS is presented below (in thousands, except per share data).

	Three Months Ended September 30,
	2014			2013
Net loss attributable to Intrawest Resorts Holdings, Inc.	$	(50,975	)	$	(122,014	)
Weighted average common shares outstanding	45,026			41,882
Basic and diluted EPS	$	(1.13	)	$	(2.91	)

9

Notes to Condensed Consolidated Financial Statements

Three Months Ended September 30, 2014 and 2013

(Unaudited)

4.    Supplementary Balance Sheet Information

Receivables

Current receivables as of September 30, 2014 and June 30, 2014 consisted of the following (in thousands):

	September 30, 2014			Fiscal Year End June 30, 2014
Trade receivables	$	34,573		$	37,988
Loans, mortgages and notes receivable	6,329			6,603
Allowance for doubtful accounts	(4,279		)	(4,183		)
Total receivables	$	36,623		$	40,408

Other current assets

Other current assets as of September 30, 2014 and June 30, 2014 consisted of the following (in thousands):

	September 30, 2014		Fiscal Year End June 30, 2014
Inventories	$	41,272	$	37,282
Capital spares	11,446		11,160
Prepaid expenses	9,403		8,469
Prepaid insurance	2,252		3,721
Other assets	97		157
Total other current assets	$	64,470	$	60,789

Other long-term assets

Other long-term assets as of September 30, 2014 and June 30, 2014 consisted of the following (in thousands):

	September 30, 2014			Fiscal Year End June 30, 2014
Equity method investments	$	24,048		$	87,282
Receivables	33,859			36,406
Long-term deferred financing costs, net	16,856			16,208
Other long-term assets	5,989			8,428
Allowance for doubtful accounts	(2,281		)	(2,442		)
Total other long-term assets	$	78,471		$	145,882

Accounts payable and accrued liabilities

Accounts payable and accrued liabilities as of September 30, 2014 and June 30, 2014 consisted of the following (in thousands):

	September 30, 2014		Fiscal Year End June 30, 2014
Trade payables	$	67,857	$	54,150
Other payables and accrued liabilities	9,836		8,125
Total accounts payable and accrued liabilities	$	77,693	$	62,275

10

Notes to Condensed Consolidated Financial Statements

Three Months Ended September 30, 2014 and 2013

(Unaudited)

Current deferred revenue and deposits

Current deferred revenue and deposits as of September 30, 2014 and June 30, 2014 consisted of the following (in thousands):

	September 30, 2014		Fiscal Year End June 30, 2014
Season pass and other deferred revenue	$	58,441	$	31,764
Lodging and tour deposits	16,136		15,171
Deposits on real estate sales	6,751		8,313
Total current deferred revenue and deposits	$	81,328	$	55,248

Other long-term liabilities

Other long-term liabilities as of September 30, 2014 and June 30, 2014 consisted of the following (in thousands):

	September 30, 2014		Fiscal Year End June 30, 2014
Pension liability, net of funded assets	$	36,047	$	39,098
Forgivable government grants	10,687		11,460
Deferred revenue and deposits	6,750		8,267
Other long-term liabilities	16,898		18,888
Total other long-term liabilities	$	70,382	$	77,713

5. Long-Term Debt

Long-term debt as of September 30, 2014 and June 30, 2014 consisted of the following (in thousands):

		September 30, 2014		Fiscal Year End June 30, 2014
	Maturity
Senior Debt	2020	$	590,942	$	532,350
Other debt obligations	2015-2024	3,443		3,584
Total		594,385		535,934
Less: Long-term debt due within one year		7,194		6,644
Total long-term debt		$	587,191	$	529,290

Senior Debt

In conjunction with the Restructuring on December 9, 2013, one of the Company’s subsidiaries, as borrower, and several of the Company's U.S. subsidiaries as guarantors, entered into a credit agreement (the “Credit Agreement”) with a syndicate of lenders, Goldman Sachs Bank USA, as issuing bank, and Goldman Sachs Lending Partners LLC, as administrative agent, providing for a $540.0 million term loan facility (the “Term Loan"), a $25.0 million senior secured first-lien revolving loan facility (the “Revolver”), and a $55.0 million senior secured first-lien letters of credit facility (the “LC Facility” and, together with the Term Loan and Revolver, collectively referred to herein as the “Senior Debt”). In September 2014, the Company borrowed an incremental $60.0 million under the Term Loan, primarily, to finance the Blue Mountain Acquisition described in Part I - Item 1, Financial Statements (unaudited), Note 8, "Blue Mountain Acquisition". The proceeds will also be used to pay certain fees, commissions and expenses related to the Blue Mountain Acquisition and for working capital. The incremental borrowing has the same terms and maturity date as the original Term Loan. The Company has the ability to increase the size of the Term Loan under certain circumstances by an aggregate amount

11

Notes to Condensed Consolidated Financial Statements

Three Months Ended September 30, 2014 and 2013

(Unaudited)

of up to $40.0 million after giving effect to the incremental borrowing in connection with the Blue Mountain Acquisition, plus an additional amount, if any, such that, after giving effect to such additional amount, it does not exceed the borrower's total secured debt leverage ratio as required by the Credit Agreement.

The Term Loan has a maturity date of December 9, 2020. Borrowings under the Credit Agreement, including the Term Loan, LC Facility and Revolver bear interest, at the Company's option, at a rate equal to either an adjusted LIBOR rate or a base rate, in each case plus the applicable margin. The applicable margin for borrowings under the Credit Agreement is 4.5% for adjusted LIBOR loans or 3.5% for base rate loans. The applicable margin for borrowings under the LC Facility and Revolver may change depending on the Company's total secured debt leverage ratio, which may not exceed 4.5%. The Company's current applicable margin is 4.5%. The Term Loan currently bears interest based upon the LIBOR-based rate. The Credit Agreement requires quarterly principal payments in the amount of $1.5 million.

The net cash proceeds from the Term Loan were reduced by an original issue discount ("OID") of 0.9%, or $5.5 million, after giving effect to the Blue Mountain Acquisition. The OID is amortized using the effective interest method. There was $4.9 million of unamortized OID remaining as of September 30, 2014.

The Company capitalized $16.9 million and $1.2 million of deferred financing costs in connection with the Senior Debt and the Blue Mountain Acquisition, respectively, which is included in other long-term assets on the accompanying condensed consolidated balance sheets. These costs are amortized using the effective interest method. There was $16.1 million and $15.4 million of unamortized costs remaining as of September 30, 2014 and June 30, 2014, respectively.

The borrower's obligations under the Credit Agreement are supported by guarantees of substantially all of the Company's material U.S. subsidiaries. The guarantees are further collateralized by mortgages and other security interests in certain properties and assets held by U.S. subsidiaries of the Company. The collateral includes both general and specific assets.

The Credit Agreement provides for affirmative and negative covenants that the Company believes are usual and customary for a senior secured credit agreement. The negative covenants restrict, among other things, the ability of the Company's subsidiaries to incur indebtedness, dispose of property, or make investments or distributions. It also includes customary cross-default provisions with respect to certain other borrowings of the Company's subsidiaries. Additionally, the Credit Agreement requires the borrower to comply with a total secured debt leverage ratio to the extent that more than 30% of the Revolver is outstanding (including outstanding swingline loans and letters of credit) on the last day of each fiscal quarter. The Company was in compliance with the covenants of the Credit Agreement at September 30, 2014.

In addition to the Term Loan, the Credit Agreement provides for a $55.0 million LC Facility and a $25.0 million Revolver. The LC Facility and the Revolver each have a maturity date of December 9, 2018. The LC Facility includes fronting fees of 25 basis points, and a commitment fee of 37.5 basis points on the first 15% of unutilized commitments. There were $47.5 million of irrevocable standby letters of credit outstanding under the LC Facility at each of September 30, 2014 and June 30, 2014. The Revolver includes commitment fees of 37.5 basis points. There were no outstanding borrowings under the Revolver at either September 30, 2014 or June 30, 2014.

Other Obligations

Other obligations includes various lending agreements, including a government loan agreement and a bank loan related to employee housing. The weighted average interest rate for other obligations is 5.3%.

12

Notes to Condensed Consolidated Financial Statements

Three Months Ended September 30, 2014 and 2013

(Unaudited)

Maturities

Current maturities represent principal payments due in the next 12 months. As of September 30, 2014, the long-term debt aggregate maturities for the 12 month periods ended September 30 of each of the following years are set forth below (in thousands):

2015	$	7,194
2016	7,014
2017	6,346
2018	6,138
2019	6,144
Thereafter	566,406

Interest Expense

The Company recorded interest expense of $10.7 million and $83.6 million in the accompanying condensed consolidated statements of operations for the three months ended September 30, 2014 and 2013, respectively, of which $0.6 million and $1.0 million, respectively, was amortization of deferred financing costs.

In October 2006, the Company entered into interest rate swap contracts to minimize the impact of changes in interest rates on its cash flows for certain of the Company’s floating bank rates and other indebtedness. The outstanding swap contracts were terminated on October 11, 2008. The fair value of the swap contracts at October 11, 2008 was a liability of $111.4 million. The remaining terminated swap liability of $3.1 million as of September 30, 2014 is recorded in accumulated other comprehensive income ("AOCI") and will be recognized periodically through March 31, 2017 as an adjustment to interest expense. Approximately $1.4 million of deferred losses related to the terminated interest rate swaps will be amortized from AOCI into interest expense in the next 12 months. The portion included in interest expense in the condensed consolidated statements of operations for the three months ended September 30, 2014 and 2013 was $0.4 million and $1.6 million, respectively.

6. Accumulated Other Comprehensive Income

The following table presents the changes in AOCI, by component, for the three months ended September 30, 2014 (in thousands):

	Three Months Ended September 30, 2014
Accumulated other comprehensive income, June 30, 2014	$	197,743
Other comprehensive income (loss):
Foreign currency translation adjustments	(17,672		)
Realized portion on cash flow hedge (net of tax of $0) (a)	420
Actuarial loss on pensions (net of tax of $0) (b)	(202		)
Accumulated other comprehensive income, September 30, 2014	$	180,289

(a) Amount reclassified out of AOCI is included in interest expense in the accompanying condensed consolidated statements of operations.

(b) For the three months ended September 30, 2014, $0.2 million was reclassified from AOCI and included in operating expenses in the accompanying condensed consolidated statements of operations.

7. Income Taxes

The Company's quarterly provision for income taxes is calculated using an estimated annual effective tax rate for the period, adjusted for discrete items that occurred within the period presented.

The consolidated income tax provision attributable to the Company was a $2.0 million benefit for the three months ended September 30, 2014 and a $0.7 million expense for the three months ended September 30, 2013. These amounts represent an effective tax rate of 3.8% and (0.6)% for the three months ended September 30, 2014 and 2013, respectively. The net $2.0 million tax benefit for the three months

13

Notes to Condensed Consolidated Financial Statements

Three Months Ended September 30, 2014 and 2013

(Unaudited)

ended September 30, 2014 is comprised of $1.1 million of tax expense related to taxable Canadian operations and a $3.1 million tax benefit. The one-time $3.1 million tax benefit was due to a restructuring, in association with the Blue Mountain Acquisition, that enabled the Company to utilize a portion of its Canadian deferred tax assets resulting in a corresponding release of the valuation allowance. The $0.7 million expense for the three months ended September 30, 2013 primarily relates to taxable Canadian operations. The effective tax rate for the three months ended September 30, 2014 and 2013 differs from the federal blended statutory rate of 31.8% and 32.0%, respectively, due to changes in recorded valuation allowances for entities in the United States and Canada.

8.     Blue Mountain Acquisition

On September 19, 2014, the Company acquired the remaining 50.0% equity interest in Blue Mountain that the Company did not already own from Blue Mountain Resorts Holdings. Blue Mountain is a year-round resort, located in Ontario, approximately 90 miles northwest of Toronto. The Company financed the Blue Mountain Acquisition with incremental Term Loan proceeds and existing cash. The Company expects the Blue Mountain Acquisition to result in incremental cash flow. In connection with the Blue Mountain Acquisition, the shareholders’ agreement between the Company and Blue Mountain Holdings was terminated.

The Blue Mountain Acquisition was accounted for as a business combination. Costs related to the Blue Mountain Acquisition of approximately $0.5 million were expensed during the three months ended September 30, 2014 and were included within other expense, net in the accompanying condensed consolidated statements of operations.

Consideration Transferred

The following table summarizes the consideration transferred to acquire Blue Mountain and the fair value of the Company's previously held equity interest (in thousands):

	September 19, 2014
Consideration transferred:
Cash paid for purchase price	$	51,786
Cash paid for working capital adjustment	3,007
Previously held equity interest:
Fair value of previously held equity interest on date of acquisition	54,793
Total consideration transferred	$	109,586

Prior to the Blue Mountain Acquisition, the Company held a 50.0% equity interest in Blue Mountain. The guidance on accounting for business combinations requires that an acquirer remeasure its previously held equity interest in the acquiree at its acquisition date fair value and recognize the resulting gain or loss in earnings. The Company valued its previously held equity interest at $54.8 million, which was determined by management with the assistance of a third party valuation firm, based on information available at the acquisition date, current assumptions as to future operations and the per share value issued as of the date the Company obtained control. This valuation resulted in a loss of $1.4 million included within loss on disposal of equity method investments and other assets in the accompanying condensed consolidated statements of operations for the three months ended September 30, 2014.

14

Notes to Condensed Consolidated Financial Statements

Three Months Ended September 30, 2014 and 2013

(Unaudited)

Net Assets Acquired

The following table shows the preliminary amounts recognized as of the Acquisition Date for each major class of assets acquired and liabilities assumed and the resulting purchase price allocation (in thousands):

	September 19, 2014
Assets acquired:
Cash and cash equivalents	$	13,308
Receivables	1,931
Other current assets	5,625
Property, plant and equipment	83,135
Intangibles	9,482
Goodwill	14,519
Other long-term assets	6
Total assets acquired	128,006
Liabilities assumed:
Accounts payable and accrued liabilities	13,366
Deferred revenue and deposits	5,054
Net identifiable assets acquired	$	109,586

The assets acquired and liabilities assumed, as well as the results of operations from the date of the Blue Mountain Acquisition through the fiscal quarter ended September 30, 2014, are included within our Mountain segment. Once the Company completes its final determination of the fair market value of the assets and liabilities assumed, further adjustments and allocations may be recorded. Goodwill of $14.5 million is calculated as the excess of the purchase price paid over the net assets acquired. The goodwill recorded is primarily attributable to economies of scale, opportunities for synergies and any intangible assets that do not qualify for separate recognition. None of the goodwill is deductible for tax purposes.

Acquired identifiable intangible assets and their estimated useful life in years are as follows (in thousands):

	Purchase Price		Estimated Useful Life in Years
Intangible assets:
Trademarks and trade names	$	4,821	20
Customer relationships	4,661		4-6
Total intangible assets	$	9,482

Actual and Pro Forma Results

The following table shows the revenue and operating loss included in the Company's condensed consolidated statements of operations resulting from the Blue Mountain Acquisition since the Acquisition Date (in thousands):

	Three Months Ended September 30, 2014
Revenue	$	1,282
Net income attributable to Intrawest Resorts Holdings, Inc. (1)	$	2,419

(1) Net income attributable to the Company resulting from the Blue Mountain Acquisition includes a one-time $3.1 million tax benefit that was due to a restructuring that enabled the Company to utilize a portion of its Canadian deferred tax assets resulting in a corresponding release to the valuation allowance.

15

Notes to Condensed Consolidated Financial Statements

Three Months Ended September 30, 2014 and 2013

(Unaudited)

The following unaudited pro forma consolidated results of operations have been prepared as if the Blue Mountain Acquisition occurred on July 1, 2013. The pro forma information does not necessarily reflect the actual results of operations had the Blue Mountain Acquisition been consummated at the beginning of the fiscal period indicated nor is it indicative of future operating results. The pro forma information does not include any adjustment for (i) potential revenue enhancements, cost synergies or other operating efficiencies that could result from the Blue Mountain Acquisition or (ii) transaction or integration costs related to the Blue Mountain Acquisition (in thousands, except per share data):

	Three Months Ended September 30,
	2014			2013
Revenue	$	87,050		$	94,440
Net loss attributable to Intrawest Resorts Holdings, Inc.	$	(51,288	)	$	(123,195	)
Net loss attributable to Intrawest Resorts Holdings, Inc. per share:
Basic and diluted	$	(1.14	)	$	(2.94	)

9. Commitments and Contingencies

Letters of Credit

There were $47.5 million of irrevocable standby letters of credit outstanding under the LC Facility at each of September 30, 2014 and June 30, 2014, mainly to secure the Company's commitments under the three closed noncontributory defined benefit pension plans covering certain of the Company's former executives and self-insurance claims. These outstanding letters of credit will expire in November 2018. Blue Mountain had $0.5 million of irrevocable standby letters of credit outstanding at September 30, 2014. The letters of credit expire at various times in 2015 and are primarily used to secure certain obligations for construction of a new conference center.

Legal

The Company and its subsidiaries are involved in various lawsuits arising in the ordinary course of business. In addition, the Company’s pre-2010 legacy real estate development activities, combined with the downward shift in real estate asset values that occurred in 2007 and 2008, resulted in claims being filed against the Company by owners and prospective purchasers of residences of the Company’s real estate developments. The Company was named as a defendant in lawsuits alleging construction defects at certain of the Company’s existing developments. In other lawsuits, purchasers are seeking rescission of real estate purchases and/or return of deposits paid on pre-construction purchase and sale agreements. These claims are related to alleged violations of state and federal laws that require providing purchasers with certain mandated disclosures.

The Company believes that it has adequate insurance coverage or has accrued for loss contingencies for all material matters in which it believes a loss is probable and the amount of the loss is reasonably estimable. Although the ultimate outcome of claims cannot be ascertained, current pending and threatened claims are not expected to have a material adverse effect, individually or in the aggregate, on the Company’s financial position, results of operations or cash flows.

Government Grants and Loans

The federal government of Canada and the provincial government of Quebec have granted financial assistance to certain subsidiaries of the Company in the form of reimbursable loans and forgivable grants for the construction of specified tourist facilities at Tremblant. The unamortized balance of forgivable government grants received are included in other long-term liabilities on the condensed consolidated balance sheets and recorded as a reduction in depreciation expense of the related fixed asset or a reduction in cost of sales for property under development at the time a sale is recognized.

16

Notes to Condensed Consolidated Financial Statements

Three Months Ended September 30, 2014 and 2013

(Unaudited)

Reimbursable government loans and forgivable grants as of September 30, 2014 and June 30, 2014 in CAD and USD equivalent are as follows (in thousands):

	September 30, 2014				June 30, 2014
	CAD		USD Equivalent		CAD		USD Equivalent
Loans	$	2,358	$	2,105	$	2,358	$	2,210
Grants
Received	89,298		79,730		89,298		83,691
Future advances	31,421		28,054		31,421		29,448
Total grants	$	120,719	$	107,784	$	120,719	$	113,139

Reimbursable government loans are included in long-term debt and long-term debt due within one year on the accompanying condensed consolidated balance sheets. The reimbursable government loans have a weighted average borrowing rate of 6.12%.

Capital Leases

Capital lease obligations are primarily for equipment except for the lease of Winter Park. In the first fiscal quarter of 2014, the Winter Park capital lease was modified to remove a floor on a payment obligation in exchange for other concessions resulting in a $19.6 million increase in the capital lease obligation and related capital lease assets due to a change in the present value of the future minimum lease payments. The Winter Park capital lease requires annual payments, a portion of which are contingent on future annual gross revenue levels. As such, the obligation associated with the contingent portion of the payments is not readily determinable and has not been recorded.

Amortization of assets under capital leases is included in depreciation and amortization expense in the accompanying condensed consolidated statements of operations. The capital leases have remaining terms ranging from 3 years to 38 years and have a weighted average interest rate of 10.0%.

Other

The Company holds forestry licenses and land leases with respect to certain of its resort operations. These leases expire at various times between 2015 and 2047 and provide for annual payments of approximately 2.0% of defined gross revenue. Payments for forestry licenses and land leases were $0.1 million for each of the three months ended September 30, 2014 and 2013.

10. Segment Information

The Company currently manages and reports operating results through three reportable segments: Mountain, Adventure and Real Estate. The Mountain segment includes the operations of the Company’s mountain resorts and related ancillary activities. The Mountain segment earns revenue from a variety of activities including lift revenue, lodging revenue, ski school revenue, retail and rental revenue, food and beverage revenue, and other revenue. The Adventure segment generates revenue from the sale of heli-skiing, mountaineering and hiking adventure packages, and ancillary services, such as fire suppression services, leasing, and maintenance, repair and overhaul of aircraft. The Real Estate segment includes a vacation club business, management of condominium hotel properties and real estate management, including marketing and sales activities, as well as ongoing real estate development activities.

Each of the Company’s reportable segments offers distinctly different products and services and requires different types of management focus. As such, these segments are managed separately. In deciding how to allocate resources and assess performance, the Company’s Chief Operating Decision Maker (“CODM”) regularly evaluates the performance of the Company's reportable segments on the basis of revenue and segment earnings, which are adjusted for certain items set forth in the reconciliation below, including interest, taxes, depreciation and amortization (“Adjusted EBITDA”). Total segment Adjusted EBITDA equals Adjusted EBITDA. The Company also evaluates segment Adjusted EBITDA as a key compensation measure. The compensation committee of the Company's board of directors determines the annual variable compensation for certain members of the management team based, in part, on Adjusted EBITDA or segment Adjusted EBITDA. Segment Adjusted EBITDA assists in comparing the segment performance over various reporting periods because it removes from the operating results the impact of items that the Company's management believes do not reflect the core operating performance.

17

Notes to Condensed Consolidated Financial Statements

Three Months Ended September 30, 2014 and 2013

(Unaudited)

The reportable segment measure of Adjusted EBITDA should not be considered an alternative to, or more meaningful than, net income (loss) or other measures of financial performance or liquidity derived in accordance with GAAP. Segment Adjusted EBITDA may not be comparable to similarly titled measures of other companies because other entities may not calculate segment Adjusted EBITDA in the same manner as the Company. The Company's definition of Adjusted EBITDA is generally consistent with the definition of Consolidated EBITDA in the Credit Agreement, except that the Company does not adjust for recurring public company costs and foreign currency translation adjustments related to operational activities.

The Company defines Adjusted EBITDA as net income (loss) attributable to Intrawest Resorts Holdings, Inc. before interest expense, net (excluding interest income earned from receivables related to IRCG operations), income tax benefit or expense and depreciation and amortization, further adjusted to exclude certain items, including, but not limited to: (i) impairments of goodwill, real estate and long-lived assets; (ii) gains and losses on asset dispositions; (iii) earnings and losses from equity method investments; (iv) gains and losses from disposal of equity method investments; (v) gains and losses on extinguishment of debt; (vi) other income or expense; (vii) earnings and losses attributable to noncontrolling interest; (viii) discontinued operations, net of tax; and (ix) other items, which include revenue and expenses of legacy and other non-core operations, restructuring charges and associated severance expenses, non-cash compensation and other items. For purposes of calculating Adjusted EBITDA, the Company also adds back to net income (loss) attributable to Intrawest Resorts Holdings, Inc., the pro rata share of Adjusted EBITDA related to equity method investments included within the reportable segments and removes from Adjusted EBITDA the Adjusted EBITDA attributable to noncontrolling interests for entities consolidated within the reportable segments. Asset information by segment, except for capital expenditures as shown in the table below, is not included in reports used by the CODM in monitoring of performance and, therefore, is not disclosed.

18

Notes to Condensed Consolidated Financial Statements

Three Months Ended September 30, 2014 and 2013

(Unaudited)

The following table presents consolidated revenue and net loss reconciled to segment Adjusted EBITDA, (in thousands):

	Three Months Ended September 30,
	2014			2013
Revenue:
Mountain
Lift (1)	$	3,287		$	3,194
Lodging	9,371			8,217
Ski School (2)	499			533
Retail and Rental	6,162			5,590
Food and Beverage	7,367			6,349
Other	9,627			9,422
Total Mountain revenue	36,313			33,305
Adventure revenue	22,614			22,617
Real Estate revenue	15,071			13,250
Total reportable segment revenue	73,998			69,172
Legacy, non-core and other revenue (3)	375			11,389
Total revenue	$	74,373		$	80,561
Net loss attributable to Intrawest Resorts Holdings, Inc.	$	(50,975	)	$	(122,014	)
Legacy and other non-core expenses, net (4)	982			3,536
Other operating expenses (5)	1,827			1,527
Depreciation and amortization	14,586			13,145
Loss on remeasurement of equity method investments and disposal of other assets	1,625			397
Interest income (6)	(54		)	(449		)
Interest expense on third party debt	10,726			16,464
Interest expense on notes payable to affiliates	—			67,105
Loss from equity method investments (7)	2,251			1,591
Pro rata share of Adjusted EBITDA related to equity method investments (8), (9)	982			1,067
Adjusted EBITDA attributable to noncontrolling interest	(1,258		)	(635		)
Other expense, net	305			172
Income tax (benefit) expense	(1,986		)	701
Income attributable to noncontrolling interest	877			436
Total segment Adjusted EBITDA	$	(20,112	)	$	(16,957	)
Mountain (8)	$	(23,994	)	$	(22,090	)
Adventure (10)	2,135			3,656
Real Estate (11)	1,747			1,477
Segment Adjusted EBITDA	$	(20,112	)	$	(16,957	)

(1) Lift revenue during the summer is derived from mountain biking and sightseeing lift products.

(2) Ski School revenue during the summer is derived from mountain bike instruction at various resorts.

(3) Legacy, non-core and other revenue represents legacy and other non-core operations that are not reviewed regularly by the CODM to assess performance and make decisions regarding the allocation of resources. It includes legacy real estate asset sales, non-core retail revenue and revenue from management of non-core commercial properties. Included in the three months ended September 30, 2013 was $10.9 million of revenue from sales of real estate held for development.

19

Notes to Condensed Consolidated Financial Statements

Three Months Ended September 30, 2014 and 2013

(Unaudited)

(4) Represents revenue and expenses of legacy and other non-core operations that are not reviewed regularly by the CODM to assess performance and make decisions regarding the allocation of resources. Revenue and expenses related to legacy and other non-core operations include retail operations not located at the Company’s properties and management of non-core commercial properties owned by third parties. It also includes legacy litigation consisting of claims for damages related to alleged construction defects, purported disclosure violations in real estate sales and marketing documents, and allegations that we failed to construct planned amenities.

(5) Includes costs related to the Company's initial public offering, non-cash compensation, reduction in workforce severance, lease payments pursuant to the lease at Winter Park and other expenses.

(6) Includes interest income unrelated to IRCG financing activities.

(7) Represents the losses from equity method investments, including: Chateau M.T. Inc., Mammoth Hospitality Management, LLC, MMSA Holdings, Inc., and Blue Mountain prior to the Blue Mountain Acquisition.

(8) Includes the Company’s pro rata share of Adjusted EBITDA from its equity method investment in Blue Mountain prior to the Blue Mountain Acquisition. The pro rata share of Adjusted EBITDA represents the share of Adjusted EBITDA from the equity method investment based on the Company’s economic ownership percentage.

(9) Includes the Company’s pro rata share of EBITDA from its equity method investments in Mammoth Hospitality Management, LLC and Chateau M.T. Inc. The pro rata share of Adjusted EBITDA represents the Company’s share of Adjusted EBITDA from these equity method investments based on the Company's economic ownership percentages.

(10) Adventure segment Adjusted EBITDA excludes Adjusted EBITDA attributable to noncontrolling interest.

(11) Real Estate segment Adjusted EBITDA includes interest income earned from receivables related to the IRCG operations, in the amount of $1.1 million and $1.2 million for the three months ended September 30, 2014 and 2013, respectively.

Capital Expenditures

The following table presents capital expenditures for our reportable segments, reconciled to consolidated amounts for the three months ended September 30, 2014 and 2013 (in thousands):

	Three Months Ended September 30,
	2014		2013
Capital expenditures:
Mountain	$	12,199	$	10,311
Adventure	1,227		2,308
Real Estate	87		128
Total segment capital expenditures	13,513		12,747
Corporate and other	1,635		1,530
Total capital expenditures	$	15,148	$	14,277

Geographic Data

The Company’s revenue by geographic region for the three months ended September 30, 2014 and 2013 consisted of the following (in thousands):

	Three Months Ended September 30,
	2014		2013
Revenue:
United States	$	36,945	$	38,483
Canada	37,428		42,078
Revenue	$	74,373	$	80,561

20

Notes to Condensed Consolidated Financial Statements

Three Months Ended September 30, 2014 and 2013

(Unaudited)

The Company’s long-lived assets by geographic region as of September 30, 2014 and June 30, 2014 consisted of the following (in thousands):

	September 30, 2014		Fiscal Year End June 30, 2014
Long-lived assets:
United States	$	534,311	$	529,796
Canada	357,435		266,421
Long-lived assets	$	891,746	$	796,217

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and the notes thereto included in this Quarterly Report on Form 10-Q. In addition to historical consolidated financial information, the following discussion contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. See “Cautionary Note About Forward-Looking Statements” included elsewhere in this Quarterly Report on Form 10-Q.

Overview

We are a North American mountain resort and adventure company, delivering distinctive vacation and travel experiences to our customers for over three decades. We own interests in seven four-season mountain resorts with more than 11,000 skiable acres and over 1,140 acres of land available for real estate development. Our mountain resorts are geographically diversified across North America’s major ski regions, including the Eastern United States, the Rocky Mountains, Canada, and the Pacific Southwest. Our mountain resorts are located within an average of approximately 160 miles of major metropolitan markets with high concentrations of affluent skiers and several major national airports including: New York City, Boston, Washington D.C., Pittsburgh, Los Angeles, Montreal and Toronto. We also operate an adventure travel business, which includes Canadian Mountain Holidays (“CMH”), the leading heli-skiing adventure company in North America. CMH provides helicopter accessed skiing, mountaineering and hiking over approximately 3.1 million acres. Additionally, we operate a comprehensive real estate business through which we manage, market and sell vacation club properties, manage condominium hotel properties, and sell and market residential real estate.

Our three reportable segments are as follows:

• Mountain: Our Mountain segment includes our mountain resort and lodging operations at Steamboat Ski & Resort (“Steamboat”), Winter Park Resort (“Winter Park”), Stratton Mountain Resort (“Stratton”), Snowshoe Mountain Resort (“Snowshoe”) and Mont Tremblant Resort (“Tremblant”), as well as our 50.0% equity interest in Blue Mountain Ski Resort (“Blue Mountain”) prior to our acquisition of the remaining 50.0% that we did not already own on September 19, 2014 ("Blue Mountain Acquisition").

• Adventure: Our Adventure segment is comprised of CMH, which provides heli-skiing, mountaineering, and hiking in British Columbia, and our ancillary businesses that support CMH and provide commercial aviation services, such as firefighting, leasing and helicopter maintenance, repair and overhaul ("MRO") services to third parties.

• Real Estate: Our Real Estate segment includes our real estate management, marketing and sales businesses, as well as our real estate development activities. The Real Estate segment includes Intrawest Resort Club Group (“IRCG”), our vacation club business, Intrawest Hospitality Management, LLC ("IHM"), which manages condominium hotel properties and Playground, our residential real estate sales and marketing business, as well as our 50.0% interest in Mammoth Hospitality Management, LLC and 57.1% interest in Chateau M.T., Inc.

In addition to our reportable segments, our consolidated financial results reflect items related to our legacy real estate development and sales activities and non-core assets and operations (referred to herein as “Legacy, non-core and other”).

21

Recent Transactions

Blue Mountain Acquisition

On September 19, 2014, we acquired the remaining 50.0% equity interest in Blue Mountain that we did not already own from Blue Mountain Resorts Holdings Inc. ("Blue Mountain Holdings") for a purchase price of CAD $61.4 million, or approximately $54.8 million USD, in a privately negotiated transaction. In connection with the Blue Mountain Acquisition, the shareholders’ agreement between us and Blue Mountain Holdings was terminated. The purchase price, along with fees and expenses incurred in connection with the transaction, were financed through an incremental term loan pursuant to the our credit agreement dated as of December 9, 2013 (the "Credit Agreement") and existing cash. The incremental term loan has the same economic and other terms as the original term facility under the Credit Agreement.

Factors Affecting our Business

Economic Conditions

Our results of operations are affected by consumer discretionary spending. Numerous economic trends support the notion that the health of the general economy has improved in recent periods. We believe that if the economy continues to improve, consumers will have more disposable income and a greater inclination to engage in and spend money on leisure activities, which will positively impact our results of operations.

Snowfall and Weather

The timing and amount of snowfall and other weather conditions can have an impact on visitation and the financial results in our Mountain and Adventure segments. Our resorts are geographically diversified and have strong snowmaking capabilities, which help to partially mitigate the impact of localized snow conditions and weather. In addition, our increasing percentage of revenue derived from season pass and frequency products sold prior to the ski season helps to insulate us from variations in snowfall and weather conditions. Prolonged periods of severe weather at our resorts and heli-skiing tenures can force us to cancel or suspend operations which may have a negative impact on our financial results.  Weather may also have an effect on our summer fire suppression activities and flight hours.  For example, fire suppression activities were unusually high during the summer of 2012, which was marked by severe drought conditions in the Western United States. 

Season Pass and Frequency Product Usage

Season pass products offer unlimited access to lifts at our resorts, subject to certain exceptions and restrictions, for a fixed upfront payment. Frequency products are valid for a specific period of time or number of visits, providing our customers with flexibility to ski on multiple dates for a fixed price. The number of visits from season pass and frequency product holders is influenced by sales volume and usage levels. In recent ski seasons, season pass and frequency product sales have been increasing, while usage levels vary from one ski season to the next due primarily to changes in weather, snowfall and skiing conditions. A greater proportion of visits from season pass and frequency product holders puts downward pressure on the effective ticket price (“ETP”) since these passholders are skiing for a fixed upfront payment, regardless of the number of times they visit. This downward pressure on ETP is more pronounced in ski seasons with higher snowfall, as season pass holders increase their usage. Similarly, a greater proportion of visits from season pass and frequency product holders puts downward pressure on Mountain Segment Revenue Per Visit as season pass and frequency product holders are less likely to purchase certain ancillary products and services relative to non-season pass and frequency product holders. We expect the volume and pricing of season pass and frequency product sales to continue to increase in future ski seasons; however, ETP and Mountain Segment Revenue Per Visit in any given ski season may increase or decrease as a result of the mix of visitors and pass products.

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Seasonality and Fluctuations in Quarterly Results

Our business is seasonal in nature. Although each of our mountain resorts operates as a four-season resort, based upon historical results, we generate the highest revenue between our second and third fiscal quarters, which includes the peak ski season. Similarly, CMH generates the majority of its revenue during the same periods, our second and third fiscal quarters, as this is also the peak heli-skiing season. As a result of the seasonality of our business, our mountain resorts and CMH typically experience operating losses during the first and fourth quarters of each fiscal year. In addition, during our peak quarters, we generate the highest daily revenue on weekends, during the Christmas/New Year’s and Presidents’ Day holiday periods and, in the case of our mountain resorts, during school spring breaks. Depending on how peak periods, holidays and weekends fall on the calendar, in any given year we may have more or less peak periods, holidays and weekends in our second fiscal quarter compared to prior years, with a corresponding difference in our third fiscal quarter. These differences can result in material differences in our quarterly results of operations and affect the comparability of our results of operations.

The following table contains selected unaudited statements of operations information for the quarter ended September 30, 2014 and each of the quarters in the year ended June 30, 2014 (in thousands):

	Three Months Ended
	September 30, 2014		June 30, 2014		March 31, 2014		December 31, 2013		September 30, 2013
Mountain revenue	$	36,313	$	26,518	$	215,452	$	75,991	$	33,305
Adventure revenue	22,614		17,994		51,372		11,537		22,617
Real Estate revenue	15,071		12,482		18,876		13,922		13,250
Total reportable segment revenue	$	73,998	$	56,994	$	285,700	$	101,450	$	69,172

Resort Real Estate Markets

We currently intend to resume development of residential vacation homes at our mountain resorts when market conditions are favorable. The value and sales volume of vacation homes fluctuate with macro-economic trends and consumer sentiment. Macroeconomic conditions have improved in recent periods, which has supported a partial recovery in the market for vacation homes in the United States and Canada. However, despite these trends, the median vacation home price and number of vacation homes sold in the fiscal year ended June 30, 2014 still remain well below the peak, suggesting ample room for continued growth.

Potential for Volatility in Ancillary Services within our Adventure Segment

Historically, a significant share of the ancillary firefighting services in our Adventure segment was performed under medium term contracts with the U.S. Forest Service ("USFS") of between one and three years, which generated fixed revenue for committed aircraft and crew availability, plus incremental revenue based on flight hours.  In fiscal year 2014, several of these contracts expired.  As a result, going forward a higher proportion of our ancillary flight service revenue will be from “as needed” contracts that enable us to bid for spot flying and other short-term assignments.  Revenue from these arrangements is almost entirely based on flight hours and is therefore less consistent than USFS committed contracts.  Accordingly, our ability to generate ancillary revenue will be increasingly dependent on higher forest fire levels and our ability to opportunistically deploy our helicopters in other industries and/or lines of business during the off season.

Increased General and Administrative Costs as a Public Company

As a result of consummating our initial public offering ("IPO") on February 5, 2014, we started incurring incremental costs associated with operating as a growth-oriented publicly traded company.  We expect the full magnitude of these incremental costs, which include higher compliance costs, Securities and Exchange Commission ("SEC") reporting costs, stock exchange and transfer agent fees, increased costs for directors’ and officers’ insurance, board compensation and expenses, software and systems upgrades and other costs, will be fully reflected in our fiscal 2015 results and in subsequent fiscal years. Our general and administrative costs, including incremental public company costs, are generally allocated to our segments, which will put downward pressure on segment results in fiscal year 2015 and beyond.

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Foreign Currency Fluctuation Risk

We present our financial statements in United States dollars. Our operating results are sensitive to fluctuations in foreign currency exchange rates, as a significant portion of our revenue and operating expenses are transacted in Canadian dollars, principally at Tremblant, Blue Mountain and within our Adventure segment. A significant fluctuation in the Canada/U.S. exchange rate could therefore have a significant impact on our results of operations after translating our Canadian operations into United States dollars. See "Item 3. - Quantitative and Qualitative Disclosures About Market Risk - Foreign Currency Fluctuations".

Where we discuss the impact of foreign currency translation adjustments, the impact is calculated on a constant U.S. dollar basis. We calculate constant U.S. dollar amounts by applying prior period average exchange rates to the current comparable period.

Results of Operations

The following historical consolidated statements of operations for the three months ended September 30, 2014 and 2013 have been derived from the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. Set forth below is a discussion of our consolidated results of operations followed by a discussion of our reportable segment results.

Comparison of Results of Operations for the Three Months Ended September 30, 2014 and 2013 (dollars in thousands)

	Three Months Ended September 30,						Change
	2014			2013			$			%
Revenue	$	74,373		$	80,561		$	(6,188	)	(7.7	)%
Operating expenses	98,076			104,196			(6,120		)	(5.9	)%
Depreciation and amortization	14,586			13,145			1,441			11.0	%
Loss on remeasurement of equity method investments and disposal of other assets	1,625			397			1,228			n/m
Loss from operations	(39,914		)	(37,177		)	(2,737		)	7.4	%
Interest expense, net	(9,614		)	(81,937		)	72,323			(88.3	)%
Loss from equity method investments	(2,251		)	(1,591		)	(660		)	41.5	%
Other expense, net	(305		)	(172		)	(133		)	77.3	%
Loss before income taxes	(52,084		)	(120,877		)	68,793			(56.9	)%
Income tax (benefit) expense	(1,986		)	701			(2,687		)	n/m
Net loss	(50,098		)	(121,578		)	71,480			(58.8	)%
Income attributable to noncontrolling interest	877			436			441			101.1	%
Net loss attributable to Intrawest Resorts Holdings, Inc.	$	(50,975	)	$	(122,014	)	$	71,039		(58.2	)%

n/m - Calculation is not meaningful.

Revenue

Revenue decreased in the three months ended September 30, 2014 compared to the three months ended September 30, 2013 due to a decrease of $11.0 million in Legacy, non-core and other revenue partially offset by an increase of $4.8 million in total segment revenue. The decrease in Legacy, non-core and other revenue of $11.0 million was a result of no non-core real estate sales during the three months ended September 30, 2014. Total segment revenue in the three months ended September 30, 2014 included increases of $3.0 million and $1.8 million in Mountain revenue and Real Estate revenue, respectively. Adventure revenue was relatively flat in the three months ended September 30, 2014 compared to the three months ended September 30, 2013. During the three months ended September 30, 2014, revenue was also impacted by an unfavorable foreign currency translation adjustment of $2.1 million.

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Operating expenses

Operating expenses decreased in the three months ended September 30, 2014 compared to the three months ended September 30, 2013 as a result of a decrease of $13.3 million in Legacy, non-core and other expenses partially offset by an increase of $7.1 million in total segment operating expenses. The decrease in Legacy, non-core and other expenses of $13.3 million was the result of no non-core real estate sales during the three months ended September 30, 2014, as well as a $1.0 million decrease in legacy real estate litigation expenses during the three months ended September 30, 2014. Total segment operating expenses in the three months ended September 30, 2014 included increases of $4.9 million, $1.4 million, and $0.9 million in Mountain, Real Estate and Adventure operating expenses, respectively.

Depreciation and amortization

Depreciation and amortization increased in the three months ended September 30, 2014 compared to the three months ended September 30, 2013 primarily due to an increase in assets placed in service. The majority of assets placed in service during the three months ended September 30, 2014 relate to capitalizable costs associated with upgrades to sales/marketing software and our Payment Card Industry compliance project, as well as leasehold improvements related to the expansion of our corporate headquarters.

Loss on remeasurement of equity method investments and disposal of other assets

In the three months ended September 30, 2014, the loss on remeasurement of equity method investments and disposal of other assets was $1.6 million, as compared to $0.4 million for the three months ended September 30, 2013. The increase in loss on remeasurement of equity method investments and disposal of other assets for the three months ended September 30, 2014 was primarily associated with the loss on remeasurement of our equity method investment in Blue Mountain. In the three months ended September 30, 2013, we recorded an impairment of $0.6 million due to a decline in the fair value of legacy real estate assets, which was partially offset by a $0.2 million gain on disposal of assets.

Interest expense, net

Interest expense, net decreased in the three months ended September 30, 2014 compared to the three months ended September 30, 2013 primarily due to the elimination of interest expense on notes payable to affiliates as a result of the Restructuring in December 2013, through which notes payable to affiliates, including accrued and unpaid interest, were either exchanged for our common stock, canceled or our subsidiaries were released from their obligations, including guarantor obligations.

Additionally, our senior debt facilities were refinanced in December 2013. The average annual effective interest rate on our senior debt facilities was lowered from approximately 9.0% in the three months ended September 30, 2013 to approximately 5.5% in the three months ended September 30, 2014. The refinancing transactions in December 2013 reduced the average outstanding principal balance of our senior debt facilities.

Loss from equity method investments

The increase in loss from equity method investments in the three months ended September 30, 2014 compared to the three months ended September 30, 2013 was primarily a result of lower earnings from our investments in MMSA Holdings, Inc due to a decrease in summer visitation.

Income tax (benefit) expense

The consolidated income tax provision attributable to the Company was a $2.0 million benefit for the three months ended September 30, 2014 and a $0.7 million expense for the three months ended September 30, 2013. These amounts represent an effective tax rate of 3.8% and (0.6)% for the three months ended September 30, 2014 and 2013, respectively. The net $2.0 million tax benefit for the three months ended September 30, 2014 was comprised of $1.1 million of tax expense related to taxable Canadian operations and a $3.1 million tax benefit. The one-time $3.1 million tax benefit was due to a restructuring, in association with the Blue Mountain Acquisition, that enabled the Company to utilize a portion of its Canadian deferred tax assets resulting in a corresponding release to the full valuation allowance. The $0.7 million expense for the three months ended September 30, 2013 primarily relates to taxable Canadian operations. The effective tax rate for the three months ended September 30, 2014 and 2013 differs from the federal blended statutory rate of 31.8% and 32.0%, respectively, due to changes in recorded valuation allowances for entities in the United States and Canada.

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Comparison of Mountain Results for the Three Months Ended September 30, 2014 and 2013 (dollars in thousands)

	Three Months Ended September 30,						Change
	2014			2013			$			%
RevPAR (1)	$	43.55		$	37.18		$	6.37		17.1	%
ADR (2)	$	123.65		$	119.83		$	3.82		3.2	%
Mountain revenue:
Lift	$	3,287		$	3,194		$	93		2.9	%
Lodging	9,371			8,217			1,154			14.0	%
Ski School	499			533			(34		)	(6.4	)%
Retail and Rental	6,162			5,590			572			10.2	%
Food and Beverage	7,367			6,349			1,018			16.0	%
Other	9,627			9,422			205			2.2	%
Total Mountain revenue	$	36,313		$	33,305		$	3,008		9.0	%
Mountain Adjusted EBITDA	$	(23,994	)	$	(22,090	)	$	(1,904	)	8.6	%

(1) Revenue per available room or RevPAR is determined by dividing gross room revenue during a given period by the number of units available to guests during such period.

(2) Average daily rate or ADR is determined by dividing gross room revenue during a given period by the number of occupied units under management during such period.

Mountain revenue

Lift revenue

Lift revenue increased slightly in the three months ended September 30, 2014 compared to the three months ended September 30, 2013. During the summer, lift revenue primarily relates to mountain biking and sightseeing lift products.

Lodging revenue

Lodging revenue increased in the three months ended September 30, 2014 compared to the three months ended September 30, 2013 primarily due to revenue realized from owning 100% of Blue Mountain, as well as higher RevPAR at Tremblant and Stratton.

Ski School revenue

Ski School revenue, which during the summer, is derived from mountain bike instruction and child care, decreased slightly in the three months ended September 30, 2014 compared to the three months ended September 30, 2013.

Retail and Rental revenue

Retail and Rental revenue increased in the three months ended September 30, 2014 compared to the three months ended September 30, 2013 primarily due to an increase in mountain bike rentals and sales as well as timing of certain annual summer sales.

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Food and Beverage revenue

Food and Beverage revenue increased in the three months ended September 30, 2014 compared to the three months ended September 30, 2013 primarily due to revenue realized from owning 100% of Blue Mountain and an increase in group business revenue, including weddings and banquets, at Steamboat and Winter Park.

Other revenue

Other revenue increased slightly in the three months ended September 30, 2014 compared to the three months ended September 30, 2013. Summer activities revenue increased $0.5 million from $3.7 million in the the three months ended September 30, 2013 to $4.2 million in the three months ended September 30, 2014 primarily due to revenue realized from owning 100% of Blue Mountain and increased summer visitation and activity volume at Snowshoe and Steamboat. Other revenue, excluding summer activities, decreased $0.3 million.

Mountain Adjusted EBITDA

Our first fiscal quarter of each fiscal year historically results in negative Mountain Adjusted EBITDA, as our ski resorts do not open for ski operations until our second fiscal quarter. The first fiscal quarter consists primarily of operating and administrative expenses plus summer and retail operations. 

Mountain Adjusted EBITDA decreased in the three months ended September 30, 2014 compared to the three months ended September 30, 2013 primarily due to a $3.0 million increase in Mountain revenue offset by a $4.9 million increase in Mountain operating expenses. Mountain operating expenses increased from $55.7 million in the three months ended September 30, 2013 to $60.6 million in the three months ended September 30, 2014. The increase in Mountain operating expenses was primarily due to the consolidation of Blue Mountain and a $1.2 million increase in corporate costs primarily related to becoming a public company. Excluding allocated corporate costs and Blue Mountain, Mountain operating expenses increased $2.1 million in the three months ended September 30, 2014 compared to the three months ended September 30, 2013 primarily due to increased summer visitation and activity volume at Snowshoe and Steamboat.

Comparison of Adventure Results for the Three Months Ended September 30, 2014 and 2013 (dollars in thousands)

	Three Months Ended September 30,				Change
	2014		2013		$			%
Adventure revenue	$	22,614	$	22,617	$	(3	)	n/m
Adventure Adjusted EBITDA	$	2,135	$	3,656	$	(1,521	)	(41.6	)%

Adventure revenue

Adventure revenue was relatively flat in the three months ended September 30, 2014 compared to the three months ended September 30, 2013. Adventure revenue increased primarily due to an increase in helicopter MRO services as a result of our acquisition of an additional MRO facility in August 2013 as well as an increase in revenue from our interest in Alpine Helicopters Inc. These increases were offset by decreases in CMH revenue and decreased US firefighting revenue. CMH revenue decreased $1.1 million in the three months ended September 30, 2014 as we made the decision to save on expenses and operate one lodge for summer operations in the three months ended September 30, 2014 compared to two lodges in the three months ended September 30, 2013. 

Adventure Adjusted EBITDA

Adventure Adjusted EBITDA decreased in the three months ended September 30, 2014 compared to the three months ended September 30, 2013 primarily due to relatively flat Adventure revenue and a $0.9 million increase in Adventure operating expenses, which increased from $18.3 million in the three months ended September 30, 2013 to $19.2 million in the three months ended September 30, 2014. The increase in Adventure operating expenses in the three months ended September 30, 2014 was primarily attributable to higher variable expenses associated with operating an additional MRO facility, partially offset by expense savings at CMH and in connection with US

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firefighting.  The decrease in US firefighting revenue was only partially offset by decreased variable expenses, which drove the decrease in Adventure Adjusted EBITDA. The decrease in Adventure Adjusted EBITDA was also the result of a $0.6 million increase in Adjusted EBITDA attributable to the noncontrolling interest in Alpine Helicopters, which is removed from Adventure Adjusted EBITDA.

Comparison of Real Estate Results for the Three Months Ended September 30, 2014 and 2013 (dollars in thousands)

	Three Months Ended September 30,				Change
	2014		2013		$		%
Real Estate revenue	$	15,071	$	13,250	$	1,821	13.7	%
Real Estate Adjusted EBITDA	$	1,747	$	1,477	$	270	18.3	%

Real Estate revenue

Real Estate revenue increased in the three months ended September 30, 2014 compared to the three months ended September 30, 2013 primarily due to increases of $1.5 million and $0.6 million at IRCG and Westin Monache, a condominium hotel property managed by IHM, respectively. At IRCG, sales of vacation club products may be made in exchange for cash or we may provide financing. For sales where we provide financing, we defer revenue recognition until we receive an executed agreement and a minimum down payment equal to 10.0% of the purchase price plus the fair value of certain sales incentives provided to the purchaser. In the three months ended September 30, 2014, we experienced an increase in payments on financed sales as compared to the three months ended September 30, 2013, which increased the amount of revenue recognized. The increase in revenue at Westin Monache is primarily due to higher occupancy.

Real Estate Adjusted EBITDA

Real Estate Adjusted EBITDA increased in the three months ended September 30, 2014 compared to the three months ended September 30, 2013 due to a $1.8 million increase in Real Estate revenue partially offset by a $1.4 million increase in Real Estate operating expenses, which increased from $13.7 million in the three months ended September 30, 2013 to $15.1 million in the three months ended September 30, 2014. The increase in Real Estate operating expenses was primarily due to an increase of $1.3 million at IRCG associated with expenses recognized related to financed vacation club product sales.

Non-GAAP Financial Measures 

We use Adjusted EBITDA as a measure of our operating performance. Adjusted EBITDA is a supplemental non-GAAP financial measure.

Our board of directors and management team focus on Adjusted EBITDA as a key performance and compensation measure. Adjusted EBITDA assists us in comparing our performance over various reporting periods because it removes from our operating results the impact of items that our management believes do not reflect our core operating performance. The compensation committee of our board of directors will determine the annual variable compensation for certain members of our management team based, in part, on Adjusted EBITDA.

Adjusted EBITDA is not a substitute for net income (loss), income (loss) from continuing operations, cash flows from operating activities or any other measure prescribed by accounting principles generally accepted in the United States of America ("GAAP"). There are limitations to using non-GAAP measures such as Adjusted EBITDA. Although we believe that Adjusted EBITDA can make an evaluation of our operating performance more consistent because it removes items that do not reflect our core operations, other companies in our industry may define Adjusted EBITDA differently than we do. As a result, it may be difficult to use Adjusted EBITDA to compare the performance of those companies to our performance. Adjusted EBITDA should not be considered as a measure of the income generated by our business or discretionary cash available to us to invest in the growth of our business. Our management compensates for these limitations by reference to our GAAP results and using Adjusted EBITDA as a supplemental measure. The Company's definition of Adjusted EBITDA, as presented herein, is generally consistent with the definition of Consolidated EBITDA in the Credit Agreement, except that we do not adjust for recurring public company costs and foreign currency translation adjustments related to operational activities.

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The following table reconciles net loss attributable to the Company to total segment Adjusted EBITDA for the periods presented (in thousands):

	Three Months Ended September 30,
	2014			2013
Net loss attributable to Intrawest Resorts Holdings, Inc.	$	(50,975	)	$	(122,014	)
Legacy and other non-core expenses, net	982			3,536
Other operating expenses	1,827			1,527
Depreciation and amortization	14,586			13,145
Loss on remeasurement of equity method investments and disposal of other assets	1,625			397
Interest income	(54		)	(449		)
Interest expense on third party debt	10,726			16,464
Interest expense on notes payable to affiliates	—			67,105
Loss from equity method investments	2,251			1,591
Pro rata share of Adjusted EBITDA related to equity method investments	982			1,067
Adjusted EBITDA attributable to noncontrolling interest	(1,258		)	(635		)
Other expense, net	305			172
Income tax (benefit) expense	(1,986		)	701
Income attributable to noncontrolling interest	877			436
Total segment Adjusted EBITDA (a)	$	(20,112	)	$	(16,957	)

(a) Total segment Adjusted EBITDA equals Adjusted EBITDA. For additional discussion of Adjusted EBITDA see Part I—Item 1, Financial Statements (unaudited), Note 10, “Segment Information”.

Liquidity and Capital Resources

Overview

Our primary goal as it relates to liquidity and capital resources is to attain and retain the optimal level of debt and cash to maintain operations and fund expansions, maintenance projects and other capital investments and to ensure that we are poised for external growth in our businesses. Our principal sources of liquidity are cash generated from operations, existing cash on hand and our revolving credit facility. Our principal uses of cash include the funding of working capital obligations, capital expenditures and servicing our debt.

Due to the seasonality of our business, there are significant fluctuations in our cash and liquidity throughout the year. Our cash balances are typically at their highest at the end of our third fiscal quarter, following the peak ski season, and at their lowest toward the middle of our second fiscal quarter, before the start of the ski season.

Significant Sources of Cash

Historically, we have financed our capital expenditures and other cash needs through cash generated from operations. We generated $0.2 million and $0.4 million of cash from operating activities during the three months ended September 30, 2014 and 2013, respectively. We currently anticipate that our ongoing operations will continue to provide a significant source of future operating cash flows with the third fiscal quarter of each fiscal year generating the highest cash flows due to the seasonality of our business.

As part of the refinancing in December 2013, we entered into the Credit Agreement, which provided for a $540.0 million term loan facility ("Term Loan"), a $55.0 million senior secured first-lien line of credit facility ("LC Facility"), and a $25.0 million senior secured first-lien revolving loan facility (the "Revolver" and, together with the Term Loan and LC Facility, collectively referred to herein as the "Senior Debt"). In September 2014, the Company borrowed an incremental $60.0 million under the Term Loan, primarily, to finance the Blue Mountain Acquisition described in Part I - Item 1, Financial Statements (unaudited), Note 8, "Blue Mountain Acquisition". The proceeds will also be used to pay certain fees, commissions and expenses related to the Blue Mountain Acquisition and for working capital. The incremental borrowing has the same terms and maturity date as the original Term Loan. The Company has the ability to increase the size

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of the Term Loan under certain circumstances by an aggregate amount of up to $40.0 million after giving effect to the incremental borrowing in connection with the Blue Mountain Acquisition, plus an additional amount, if any, such that, after giving effect to such additional amount, it does not exceed the borrower's total secured debt leverage ratio as required by the Credit Agreement.

As of September 30, 2014, we have available capacity of $7.5 million under the LC Facility and $25.0 million under the Revolver. The Credit Agreement contains customary affirmative and negative covenants that restrict, among other things, the ability of our subsidiaries to incur indebtedness, dispose of property and make investments or distributions. We were in compliance with the covenants of the Credit Agreement as of September 30, 2014.

On February 5, 2014, we completed our IPO and sold 3,125,000 shares of common stock at an offering price of $12.00 per share. After deducting underwriting discounts and commissions and offering expenses payable by us, we received net proceeds of $28.5 million. We used the proceeds for working capital and other general corporate purposes.

We expect that our liquidity needs for at least the next 12 months will be met by continued utilization of operating cash flows and borrowings under the Revolver, if needed.

Our cash and cash equivalents balance as of September 30, 2014 was $53.6 million.

Significant Uses of Cash

Our current cash requirements include providing for our working capital obligations, capital expenditures and servicing our debt.

On September 19, 2014, we paid $54.8 million as cash consideration for the Blue Mountain Acquisition, which included a $3.0 million payment for a working capital adjustment.

We make capital expenditures to maintain the quality of our operations within our Mountain, Adventure and Real Estate segments. Many of these capital expenditures are related to maintenance capital, including snow grooming machine replacement, snowmaking equipment upgrades and building refurbishments. We also make growth capital expenditures that are discretionary in nature and intended to generate new revenue, improve our level of service, or increase the scale of our operations. Capital expenditures were $15.1 million and $14.3 million in the three months ended September 30, 2014 and 2013, respectively, or 20.4% and 17.7% of total revenue for the respective periods. The increase in capital expenditures in the three months ended September 30, 2014 was attributable to several growth capital projects including a new restaurant at the top of Mary Jane Mountain at Winter Park. We expect to spend between $33.0 million and $34.0 million on maintenance related capital projects and between $8.0 million and $12.0 million on growth capital projects in fiscal 2015. 

We paid principal, interest and fees to our lenders of $12.4 million and $14.5 million in the three months ended September 30, 2014 and 2013, respectively. The majority of principal payments on our long-term debt under the Term Loan are not due until 2020.

Our debt service requirements can be impacted by changing interest rates as we had $595.8 million of variable rate principal debt outstanding as of September 30, 2014. As of September 30, 2014, the three month LIBOR was 0.24%. As our variable rate borrowings have a LIBOR floor of 1.0%, a 100-basis point decrease in LIBOR would not impact our annual interest payments. Contrarily, a 100-basis point increase in LIBOR would cause our annual interest payments to change by approximately $1.4 million.

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Cash Flows for the Three Months Ended September 30, 2014 and 2013

The table below sets forth for the periods indicated our net cash flows from operating, investing and financing activities, as well as the effect of exchange rates on cash:

	Three Months Ended September 30,
	2014			2013			$ Change
Net cash provided by (used in):
Operating activities	$	190		$	384		$	(194	)
Investing activities	(57,189		)	(14,543		)	(42,646		)
Financing activities	55,989			(1,679		)	57,668
Effect of exchange rate on cash	(1,455		)	923			(2,378		)
Net decrease in cash and cash equivalents	$	(2,465	)	$	(14,915	)	$	12,450

Operating Activities

The $0.2 million decrease in cash provided by operating activities in the three months ended September 30, 2014 compared to the three months ended September 30, 2013 was primarily related to a decrease in our net loss, before accrued interest on notes payable to affiliates, loss on disposal of equity method investments and depreciation and amortization, partially offset by changes in working capital primarily attributed to cash collected from season pass sales.

Investing Activities

The $42.6 million increase in cash used in investing activities in the three months ended September 30, 2014 compared to the three months ended September 30, 2013 was primarily related to the Blue Mountain Acquisition and higher capital expenditures associated with new revenue producing projects at our resorts in the three months ended September 30, 2014 including a new restaurant at the top of Mary Jane Mountain at Winter Park.

Financing Activities

The $57.7 million increase in cash provided by financing activities in the three months ended September 30, 2014 compared to the three months ended September 30, 2013 was primarily related to proceeds from issuance of long-term debt related to the incremental borrowing associated with the Blue Mountain Acquisition.

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Contractual Obligations

There were no material changes in our commitments under contractual obligations as disclosed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2014, filed with the SEC, on September 23, 2014, other than those discussed in Part 1 - Item 1 Financial Statements (unaudited), Note 5, “Long-Term Debt”.

Off-Balance Sheet Arrangements

During the three months ended September 30, 2014 and 2013, we did not engage in any material off-balance sheet financing activities other than those included in the “Contractual Obligations” discussion above and those reflected in Item 1 - Financial Statements (unaudited), Note 9, "Commitments and Contingencies".

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and related disclosures. These estimates form the basis of judgments we make about the carrying values of our assets and liabilities, which are not readily apparent from other sources. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results may differ from these estimates.

There have been no material changes in our critical accounting policies and estimates as compared to the critical accounting policies and estimates described in our Annual Report on Form 10-K for the fiscal year ended June 30, 2014, filed with the SEC, on September 23, 2014.

Recent Accounting Pronouncements

For a discussion of the recent accounting pronouncements relevant to our business operations, see the information provided under Part I - Item 1, Financial Statements (unaudited), Note 2, “Significant Accounting Policies”.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Fluctuations

Our exposure to market risk is limited primarily to fluctuating interest rates associated with variable rate indebtedness. At September 30, 2014, we had $595.8 million of variable rate indebtedness, representing approximately 94% of our total debt outstanding, at an average interest rate for the three months ended September 30, 2014 of approximately 5.5%. As of September 30, 2014, LIBOR was 0.24%. As our variable rate borrowings have a LIBOR floor of 1.0%, a 100-basis point decrease in LIBOR would not impact our annual interest payments. Contrarily, a 100-basis point increase in LIBOR would cause our annual interest payments to change by approximately $1.4 million.

Foreign Currency Fluctuations

In addition to our operations in the United States, we conduct operations in Canada from which we receive revenue in Canadian dollars. Because our reporting currency is in U.S. dollars, fluctuations in the value of the Canadian dollar against the U.S. dollar have had and will continue to have an effect, which may be significant, on our reported financial results. A decline in the value of the Canadian dollar, or in any other foreign currencies in which we receive revenue against the U.S. dollar, will reduce our reported revenue, expenses, and Adjusted EBITDA from operations in foreign currencies, while an increase in the value of any such foreign currencies against the U.S. dollar will tend to increase our reported revenue, expenses, and Adjusted EBITDA from operations in foreign currencies. Total Canadian dollar denominated revenue comprised approximately 59% and 62% of total revenue for the three months ended September 30, 2014 and 2013, respectively. Based upon our ownership of Canadian subsidiaries as of September 30, 2014, holding all else constant, a 10% unfavorable change in foreign currency exchange rates would decrease our reported revenue by approximately $4.0 million. Any negative impact on revenue would be naturally hedged, in part, by our Canadian dollar denominated operating expenses. Variations in exchange rates can significantly affect the comparability of our financial results between reported periods. We do not currently engage in any foreign currency hedging activities related to this exposure. 

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, management, with the participation of the Chief Executive Officer and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures, as of the end of the period covered by this Quarterly Report on Form 10-Q, are functioning effectively to provide reasonable assurance that the information required to be disclosed by the Company in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. A controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Change in Internal Control over Financial Reporting

There have been no changes in the Company's internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or that are reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are involved in various lawsuits and claims arising in the ordinary course of business and others arising from our legacy real estate development. These lawsuits and claims may include, among other things, claims or litigation relating to personal injury and wrongful death, allegations of violations of laws and regulations relating to our real estate activities and labor and employment, intellectual property and environmental matters and commercial contract disputes. We operate in multiple jurisdictions and, as a result, a claim in one jurisdiction may lead to claims or regulatory penalties in other jurisdictions.

Due to the nature of the activities at our mountain resorts and CMH, we are exposed to the risk that customers or employees may be involved in accidents during the use, operation or maintenance of our trails, lifts, helicopters and facilities. As a result, we are, from time to time, subject to various lawsuits and claims related to injuries occurring at our properties.

In addition, our pre-2010 legacy real estate development and sales activities, combined with the significant downward shift in real estate asset values that occurred in 2007 and 2008, resulted in claims arising in the ordinary course of business being filed against us by owners and prospective purchasers of residences in our real estate developments. In some instances, we have been named as a defendant in lawsuits alleging construction defects at certain of our existing developments or that we failed to construct planned amenities. In other lawsuits, purchasers are seeking rescission of real estate purchases and/or return of deposits paid on pre-construction purchase and sale agreements. These claims are related to alleged violations of state and federal laws that require providing purchasers with disclosures mandated under the Interstate Land Sales Act and similar state laws.

We believe that we have adequate insurance coverage or have accrued for loss contingencies for all material matters in which we believe a loss is probable and the amount of the loss is reasonably estimable. Although the ultimate outcome of claims against us cannot be ascertained, current pending and threatened claims are not expected to have a material adverse effect, individually or in the aggregate, on our financial position, results of operations or cash flows. However, regardless of their merits or their ultimate outcomes, such matters are costly, divert management’s attention and may affect our reputation, even if resolved in our favor.

ITEM 1A. RISK FACTORS

There have been no material changes from risk factors previously disclosed Part 1, Item 1A of our Annual Report on Form 10-K for the fiscal year ended June 30, 2014, filed with the SEC on September 23, 2014.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

The exhibits filed or furnished herewith are set forth in the Exhibit Index at the end of this Quarterly Report on Form 10-Q.

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, thereunto duly authorized.

		Intrawest Resorts Holdings, Inc.
Date: November 10, 2014	By:	/s/ Gary W. Ferrera
		Gary W. Ferrera
		Executive Vice President, Chief Financial Officer and Treasurer
		Principal Financial Officer
Date: November 10, 2014	By:	/s/ Carl Long
		Carl Long
		Chief Accounting Officer and Corporate Controller
		Principal Accounting Officer

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INDEX TO EXHIBITS

		Incorporated by Reference			Filed Herewith	Furnished Herewith
Exhibit Number	Document Description	Form	Exhibit	Filing Date
2.1	Share Purchase Agreement, dated as of September 12, 2014, by and between Le Sommet Property Management Inc. and Blue Mountain Resorts Holdings Inc.	8-K	2.1	September 12, 2014
10.1	Incremental Amendment to the Credit Agreement dated September 19, 2014	8-K	10.1	September 22, 2014
10.2	Employment Agreement, dated May 13, 2014 by and between the Registrant and Travis Mayer*				X
10.3	First Amendment to Amended and Restated Employment Agreement, dated September 11, 2014 by and between the Registrant and William A. Jensen*				X
10.4	Amended and Restated Employment Agreement, dated September 11, 2014 by and between the Registrant and Gary W. Ferrera*				X
10.5	Amended and Restated Employment Agreement, dated September 11, 2014 by and between the Registrant and Joshua B. Goldstein*				X
10.6	First Amendment to Employment Agreement, dated September 11, 2014 by and between the Registrant and Travis Mayer*				X
31.1	Certification of Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X
31.2	Certification of Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X
32.1	Certification of Chief Executive Officer and Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 USC. Section 1350).					X
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

*Management contract or compensatory plan

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EX-10.2

Exhibit 10.2

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into effective as of May 13, 2014 (the “Effective Date”), by and between Intrawest Resorts Holdings, Inc., a Delaware corporation (the “Corporation”), and Travis Mayer (the “Executive”).  Where the context permits, references to “the Corporation” shall include the Corporation and any successor to the Corporation.

1.TERM OF EMPLOYMENT.  The Executive’s employment with the Corporation under the terms and conditions of this Agreement shall commence on the Effective Date and shall continue until the termination of the Executive’s employment in accordance with the terms and conditions of Section 5 of this Agreement (the “Employment Term”).

2.POSITION, REPORTING AND DUTIES.

(a)Position and Reporting.  During the Employment Term, the Executive shall serve as the Executive Vice President, Operations & Business Development and shall report directly to the Chief Executive Officer of the Corporation (the “CEO”).

(b)Duties and Responsibilities.  During the Employment Term, the Executive shall (i) be a full-time employee of the Corporation and shall dedicate all of his working time to the Corporation and its subsidiaries and shall have no other employment and no other business ventures which are undisclosed to the Corporation or which conflict with his duties under this Agreement, provided that this provision shall not restrict the Executive from engaging in private investment activities on behalf of himself or his immediate family or, subject to the prior approval of the CEO, serving on the board of directors (or similar position) or committees thereof of a charitable, non-profit or civic organization so long as any such activities do not conflict with this Agreement or interfere with the Executive’s duties or responsibilities as an officer of the Corporation and its subsidiaries and are not in respect of a Competitive Business (as defined below), (ii) have the normal duties, responsibilities and authority of an executive serving as an Executive Vice President, Operations & Business Development of a public corporation comparable to the Corporation, subject to the power of the CEO or the Corporation to expand or limit such duties, responsibilities and authority, either generally or in specific instances, in each case, subject to the terms of this Agreement and (iii) serve as an officer and/or member of the board of directors of the Corporation or any of its Affiliates as requested by the CEO from time to time for no additional compensation.

3.LOCATION OF EMPLOYMENT.The principal location of the Executive’s employment with the Corporation shall be at the Corporation’s headquarters in the Denver, Colorado area. The Executive understands and agrees that Executive may be required to travel in performing Executive’s duties.

4.COMPENSATION AND BENEFITS.

(a)Base Compensation.  During the Employment Term, the Corporation will pay to the Executive a base salary at the annualized rate of $300,000 (the base salary in effect from time to time, the “Base Salary”).  The Base Salary will be paid in bi-weekly installments in accordance with the Corporation’s customary compensation practices for the Corporation’s employees, which may be reviewed and continued or modified by the Corporation in its sole discretion from time to time.  The Compensation Committee of the Board of Directors of the Corporation (the “Committee”) will review the Executive’s Base Salary at least annually and may increase the Executive’s Base Salary, but may not unilaterally reduce the Executive’s then-existing Base Salary without the Executive’s consent and agreement.

(b)Annual Performance-Based Incentive.

(i)The Executive shall be eligible to continue to participate in the annual performance-based cash bonus plan in effect for similarly situated employees of the Corporation, as may be amended by the Corporation in its sole discretion from time to time (the “Annual Incentive Plan”).  The Executive’s target annual bonus under the Annual Incentive Plan will be 75% of the Base Salary as in effect on the first day of the fiscal year to which the Annual Bonus relates.  The Committee will review the Executive’s bonus structure at least annually and may adjust such bonus structure in its sole discretion.  Any amendment to the Annual Incentive Plan by the Corporation shall not impair or otherwise adversely affect any benefits of the Executive that vested before the amendment.

(ii)Except as otherwise set forth in this Agreement, the Executive will not be eligible to receive a payment under the Annual Incentive Plan unless the Executive is an active employee as of, and has not given or received notice of termination of employment as of, the date such payment is made.  Annual Bonus payments will be made as soon as practicable following completion of the Corporation’s annual audit, which is expected to occur in October immediately following the end of the fiscal year to which the Annual Bonus relates.

(c)

(d)Employee Benefits. The Executive will be eligible to participate in all of the Corporation’s benefit, group insurance, retirement and perquisite plans generally available to the Corporation’s similarly situated executives from time to time (collectively the “Plans”), subject to the terms and conditions of such Plans as are in effect and as may be amended by the Corporation in its sole discretion from time to time.

(e)Vacation and Paid Time-Off.

(i)The Executive will be entitled to 20 days of paid vacation during each 12-month period commencing on the Effective Date and on each subsequent anniversary thereof (each such 12-month period an “Anniversary Year”) in accordance with the policies and practices of the Corporation in effect from time to time. The Executive will take vacation at such times as are reasonably acceptable to the Corporation having regard to its operations. Any vacation days not used in an Anniversary Year will be automatically rolled over into the next Anniversary Year, provided that the total balance of the Executive’s earned and unused vacation at any point will not exceed the maximum allowable under the terms of the Corporation’s then current vacation policy and that the Executive will not earn or accrue any vacation above that maximum.

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(ii)The Executive will be entitled to additional paid time-off in respect of sick days, statutory holidays and Denver office closures in accordance with the Corporation’s policies as in effect from time to time.

(f)Expenses.  Consistent with its policies as established from time to time, the Corporation will reimburse the Executive for all business expenses reasonably incurred by the Executive in connection with the performance of the Executive’s duties upon the Executive providing the Corporation with such support for reimbursement as is required by those policies.

(g)Insurance; Indemnification. If the Executive is a director or officer of the Corporation and any of its Affiliates at any time, the Executive shall from time to time be covered by such comprehensive directors’ and officers’ liability insurance and errors and omissions liability insurance as the Corporation shall have established and maintained in respect of its directors and officers generally at its expense. The insurance policies to be maintained by the Corporation hereunder may contain exclusions from coverage in respect of gross negligence or mala fides acts on the part of the Executive. The Executive shall also be entitled to indemnification rights, benefits and related expense advances and reimbursements to the same extent as any other director or officer of the Corporation or its subsidiaries.

5.TERMINATION OF EMPLOYMENT.

(a)Termination by the Corporation for Cause. The Corporation may terminate this Agreement and the Executive’s employment hereunder at any time for Cause (based on acts or omissions by the Executive). In the event of such a termination, the Corporation shall pay to the Executive a lump-sum payment equal to the sum of the following, to the extent accrued and unpaid up to and including, but in no case after, the date of termination of the Executive’s employment (the “Termination Date”): (i) the Executive’s Base Salary, and (ii) the balance of the Executive’s earned and unused vacation pay, in each case payable within fourteen (14) days after the Termination Date (the “Accrued Benefits”). For the purposes of this agreement, “Cause” means the Executive’s:

(i)conviction or plea of guilty or no contest to a felony or criminal offense that relates to or arises out of the manner in which the Executive has performed his duties under this Agreement, results in material and demonstrable damage to the business or reputation of the Corporation or any of its Affiliates or involves an act of moral turpitude by the Executive;

(ii)wilful and continued failure to substantially perform his duties with the Corporation (other than by reason of his disability) or material breach of this Agreement, after a written demand for substantial performance or correction of the material breach, as the case may be, is delivered to the Executive by the Corporation and the Executive fails or refuses to resume substantial performance or correct the material breach within ten days after such written demand is received by him;

(iii)engaging in one or more acts which is materially damaging to the Corporation or any of its Affiliates, including acts or omissions that constitute gross negligence by the Executive in the performance of the Executive’s duties or responsibilities;

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(iv)(A) misuse or misappropriation of the funds or assets of the Corporation or any of its Affiliates, (B) fraud or embezzlement against the Corporation or any of its Affiliates or (C) any other act of dishonesty against the Corporation or any of its Affiliates that is reasonably expected to result in material harm to the Corporation or any of its Affiliates, and in all cases whether by the Executive himself or by another employee or contractor of the Corporation or any Affiliate with the authorization of or condonation by the Executive;

(v)breach of his fiduciary duties or duty of loyalty to the Corporation or any of its Affiliates;

(vi)wilful material disregard or violation of the legal rights of any employees of the Corporation or any of its Affiliates or of the Corporation’s written policies regarding discrimination or harassment; or

(vii)the habitual use of drugs or habitual use of alcohol to the extent that any of such uses, in the Corporation’s good faith determination, materially interfere with the performance of the Executive’s duties hereunder.

(b)Termination by the Corporation Without Cause or by the Executive for Good Reason.  If at any time (i) the Corporation terminates the Executive’s employment for any reason other than for Cause or (ii) the Executive terminates his employment for Good Reason (as defined below), then the Executive shall be eligible to receive:

(i)The Accrued Benefits, payable within fourteen (14) days after the Termination Date; and

(ii)If the Executive (1) executes a release of all claims in a form acceptable to the Corporation (the “Release”) and the applicable revocation period with respect thereto expires within sixty (60) days following the Termination Date and (2) continues to comply with the Executive’s fiduciary obligations to the Corporation, the Executive’s covenants under Sections 6(d), 6(e), 6(f) and 6(g) of this Agreement and any other material ongoing obligations to which the Executive is subject, then the Corporation shall provide the Executive with:

(A)continued payment of the Base Salary (“Continued Base Salary”) in accordance with the Corporation’s normal payroll practices for twelve (12) months following the Termination Date; provided that (i) such payments shall commence on the first regularly scheduled payroll date following the date on which the Release becomes irrevocable (the “Payment Commencement Date”) and (ii) the first such payment shall include all payments that otherwise would have been paid to the Executive pursuant to this Section 5(b)(ii)(A) between the Termination Date and the Payment Commencement Date if such payments had commenced as of the Termination Date; and provided further that if the Executive commences alternate employment or self-employment during such twelve (12) month period, the remaining Continued Base Salary payments shall be reduced in amount (to zero if applicable) by the Executive’s salary, wages and other income received or earned or equity interests received or granted from such alternate employment or self-employment, and the Executive hereby agrees to provide written notice to the Corporation if he commences alternate employment or self-employment during the period of such payments;

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(B)(i) any bonus under the Annual Incentive Plan that the Executive would have been eligible to receive in respect of the most recently completed fiscal year had the Executive been an active employee of the Corporation on the payment date, to the extent unpaid as of the Termination Date, payable at the time bonuses are paid to active employees under the Annual Incentive Plan, plus (ii) a pro-rata payment under the Annual Incentive Plan, payable at the time bonuses are paid to active employees under the Annual Incentive Plan, equal to the product of (x) the amount of the annual bonus that would have been paid to the Executive based on actual performance for the full fiscal year in which the Termination Date occurs if the Executive had remained employed through the payment date and (y) a fraction, the numerator of which is the number of days in the fiscal year to which such bonus relates prior to the Termination Date and the denominator of which is 365; and

(C)continuation of the Corporation’s contributions necessary to maintain the Executive’s coverage for the twelve (12) calendar months immediately following the end of the calendar month in which the Termination Date occurs under the medical, dental and vision programs in which the Executive participated immediately prior to the Termination Date, if the Executive elects COBRA continuation coverage for those benefit programs and continues to pay the same cost as a similarly situated active employee would pay for those programs; provided that if the Corporation determines in good faith that such contributions would cause adverse tax consequences to the Corporation or the Executive under applicable law, the Corporation shall instead provide the Executive with monthly cash payments during such twelve (12) month period in an amount that, prior to withholding for applicable taxes, is equal to the amount of the Corporation’s monthly contributions referenced above.

Notwithstanding the foregoing, to the extent required to avoid acceleration taxation or tax penalties under Section 409A of the Code, if the sixty (60) day period referenced in this Section 5(b) begins in one taxable year and ends in a second taxable year, the Payment Commencement Date shall occur in the second taxable year.

For the avoidance of doubt, a termination of the Executive’s employment as a result of the Executive’s death or following the Executive’s “disability” (as described in Section 5(e) below) shall not be considered a termination of the Executive’s employment other than for Cause pursuant to this Agreement, and shall instead be subject solely to the provisions set forth in Section 5(e) or 5(f), as applicable.

(c)Termination in Connection with Change in Control.  Notwithstanding anything set forth in Section 5(b) to the contrary, if a Change in Control (as defined in the Omnibus Plan) occurs and within twelve (12) months following the consummation of the Change in Control, either (i) the Corporation terminates the Executive’s employment other than for Cause or (ii) the Executive terminates his employment for Good Reason, then the Executive shall be eligible to receive all of the payments and benefits referenced in Section 5(b), subject to all of the terms and conditions thereof, but the Continued Base Salary payments shall extend for a period of twelve (12) months following the Termination Date and shall be provided in full regardless of whether the Executive commences alternate employment or self-employment during such period.

For purposes of this Agreement, “Good Reason” shall mean any action by the Corporation, in each case without the Executive’s prior consent, that (i) reduces the Base Salary as then in effect (other than as part of an across-the-board reduction affecting all senior executives of the Corporation), (ii) relocates the Executive’s principal place of employment to a location in another country, or to a location more than fifty (50) miles from the Executive’s principal place of employment, (iii) materially and adversely alters the nature or status of the Executive’s responsibilities or title or (iv) constitutes an intentional material breach of this Agreement by the Corporation.  Notwithstanding the foregoing, in no event shall the occurrence of any such condition constitute Good Reason unless (A) the Executive provides notice to the Corporation of the existence of the condition giving rise to Good Reason within ninety (90) days following its initial existence and (B) the Corporation fails to materially cure such condition within thirty (30) days following the date of such notice, upon which failure to cure the Executive’s employment shall immediately terminate with Good Reason.

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(d)Voluntary Resignation. If the Executive wishes to resign from the Executive’s employment voluntarily, the Executive will provide thirty (30) days’ notice in writing to the Corporation. The Corporation may waive such notice period in whole or in part by paying the Executive’s Base Salary and continuing the applicable group benefit plans in each case as accrued and unpaid to the effective date of resignation. The Executive agrees that such waiver will not constitute termination of the Executive’s employment by the Corporation. In the event of such termination, the Corporation shall only be required to provide the Executive with the Accrued Benefits, payable within fourteen (14) days after the Termination Date.

(e)Termination Due to Disability.  In the event the Executive is either (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Corporation, the Corporation may terminate this Agreement and the Executive’s employment hereunder by providing the Executive with notice of termination in writing. In the event of such termination, the Corporation shall only be required to provide the Executive with the Accrued Benefits, payable within fourteen (14) days after the Termination Date.

(f)Termination Due to Death.  In the event of the Executive’s termination of employment due to death, the Corporation shall only be required to provide the Executive with a lump-sum payment equal to the Accrued Benefits, payable within fourteen (14) days after the Termination Date.

(g)Benefits and Perquisites. All other benefits and perquisites or payments in lieu of benefits and perquisites to or with respect to the Executive shall cease on the Termination Date, except to the extent required by applicable law or pursuant to the terms of any equity plan or agreement.

(h)Return of Property. Upon any termination of the Executive’s employment hereunder (or at any other time upon the Corporation’s request), and as a condition of the Corporation paying the Executive any termination payments as may be required under Section 5(b) or 5(c) hereof (other than the Accrued Benefits), the Executive will at once deliver or cause to be delivered to the Corporation all books, documents, effects, money, securities or other property belonging to the Corporation or its Affiliates or for which the Corporation or its Affiliates are liable to others, which are in the possession, charge, control or custody of the Executive.

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(i)Resignation as Officer or Director.  Upon any termination of the Executive’s employment hereunder unless requested otherwise by the Corporation, the Executive shall resign each position (if any) that the Executive then holds as an officer or director of the Corporation or any of its Affiliates. The Executive’s execution of this Agreement shall be deemed the grant by the Executive to the officers of the Corporation of a limited power of attorney to sign in the Executive’s name and on the Executive’s behalf any such documentation as may be required to be executed solely for the limited purposes of effectuating such resignations.

6.COVENANTS.

(a)Full Time Service. The Executive shall devote all of the Executive’s business time, attention and effort to the business and affairs of the Corporation and its Affiliates, shall well and faithfully serve the Corporation and its Affiliates and shall use the Executive’s best efforts to promote the interests of the Corporation and its Affiliates. The Executive shall duly and diligently perform all of the duties assigned to him while in the employ of the Corporation and shall truthfully and faithfully account for and deliver to the Corporation all money, securities and things of value belonging to the Corporation which the Executive may from time to time receive for, from or on account of the Corporation.

(b)Rules, Regulations and Policies. The Executive shall be bound by and shall faithfully observe and abide by all the rules, regulations and policies of the Corporation and its Affiliates from time to time in force which are brought to the Executive’s notice or of which the Executive should reasonably be aware to the extent such rules, regulations and policies are not inconsistent with the terms of this Agreement or applicable law.

(c)Fiduciary Obligations. The Executive is a fiduciary of the Corporation and its Affiliates.  The Executive shall not permit the Executive’s personal interests to conflict, or to appear to conflict, with the business interests of the Corporation or its Affiliates or the Executive’s duties to the Corporation or its Affiliates. Accordingly, during the Executive’s employment hereunder, the Executive shall not participate in the ownership of, have any financial or other involvement with or work for, any business or enterprise competing or endeavoring to compete with the business of the Corporation or any Affiliate (other than a holding as a passive investment of publicly listed shares that does not exceed 2% of the outstanding shares so listed) without the approval of the Corporation.

(d)Confidential Information, Non-Disparagement and Remedies.

(i)The Executive acknowledges that by reason of the Executive’s employment with the Corporation, the Executive will have access to Confidential Information and trade secrets of the Corporation and its and its subsidiary, affiliate or related corporations (“Affiliates”), and that such Confidential Information and trade secrets are essential components of the business of the Corporation and its Affiliates, and are proprietary and would be of great value and benefit to competitors of the Corporation and Affiliates. “Confidential Information” includes anything respecting the Corporation or its Affiliates or the business of developing, marketing, selling and operating destination resorts (the “Business”) or their operations, and which is not made readily available to the general public; this includes trade secrets (including, but not limited to, consumer lists), ideas, marketing concepts, documents, designs, techniques, inventions, discoveries, copyrights, methods, forecasts, programs, research or anything else concerning the organization, business, customers, employees, and finances of the Corporation or any of its Affiliates or the Business. The Executive agrees that both during and after the Executive’s employment with the Corporation, the Executive will not disclose to any individual or other entity, except in the proper course of the Executive’s employment with the Corporation, or use for the Executive’s own purposes or for purposes other than those of the Corporation or its Affiliates, any Confidential Information or trade secrets of the Corporation or its Affiliates, acquired by the Executive. If information enters the public domain, except as a result of a breach of this Section 6(d)(i) by the Executive or a breach of another confidentiality agreement to which the Corporation or an Affiliate is a party, the information will not be deemed Confidential Information or a trade secret protected by this Section 6(d)(i). In the event that the Executive believes he is compelled by law to disclose Confidential Information or trade secrets of the Corporation or its Affiliates, pursuant to subpoena, similar court order, or other legal authority, the Executive will not disclose the said Confidential Information or trade secrets without giving the Corporation reasonable advance notice of the subpoena, court order, or legal authority, and affording the Corporation the reasonable opportunity to take legal action to contest, challenge, narrow or otherwise limit or condition the disclosure. In no event will the Executive disclose Confidential Information or trade secrets of the Corporation or its Affiliates when the disclosure is not clearly compelled by such subpoena, similar court order, or other legal authority.

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(ii)The Executive agrees that, both during and after the Executive’s employment with the Corporation, the Executive will not make critical, negative or disparaging remarks about the Corporation and its Affiliates that could reasonably be expected to result in material harm to the Corporation or any of its Affiliates, including, but not limited to, comments about any of their respective products, services, management, business or employment practices, and will not voluntarily aid or voluntarily assist any person in any way with respect to any third-party claims pursued against the Corporation or any of its Affiliates. Nothing in this paragraph will prevent the Executive from (A) asserting his legal rights before an administrative agency or court of law, or from responding fully and accurately to any question, inquiry or request for information when required by applicable law or legal process or (B) making any critical remarks about the Corporation and its Affiliates in connection with any analyses made or opinions expressed in the ordinary course of the Executive’s duties hereunder during the Employment Term.

(iii)The Executive acknowledges and agrees that any breach of Section 6(d), 6(e) or 6(f) hereof will result in material and irreparable harm to the Corporation or an Affiliate although it may be difficult for the Corporation to establish a monetary value flowing from such harm. The Executive therefore agrees that the Corporation or an Affiliate, in addition to being entitled to monetary damages which flow from the breach, will be entitled to injunctive relief in a court of appropriate jurisdiction (without proof of damages or the posting of a bond) in the event of any breach by the Executive of any such Section.

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(e)Non-Solicitation.  The Executive will not, in any manner whatsoever, directly or indirectly, without the prior written consent of the Corporation, at any time during the Executive’s employment hereunder and for a period of twelve (12) months immediately following the date of any termination of the Executive’s employment for any reason, either by the Executive, or by the Corporation, with or without Cause:

(i)induce or endeavor to induce (A) any employee of the Corporation or any of its Affiliates to leave employment with the Corporation or an Affiliate or (B) any consultant or contractor of the Corporation or an Affiliate to terminate its relationship as such with the Corporation or such Affiliate during any period of time that the business services provided, directly or indirectly, by such consultant or contractor are exclusively or primarily being provided to the Corporation and its Affiliates, provided, that this clause (i) shall not preclude customary non-targeted recruiting efforts or general solicitations that are not specifically directed to, but which may have the effect of causing an employee, consultant or contractor to leave the employment or arrangement with the Corporation or an Affiliate;

(ii)employ or attempt to employ or assist any individual or other entity to employ any employee of the Corporation or an Affiliate or to retain any consultant or contractor during any period of time that the business services provided, directly or indirectly, by such consultant or contractor are exclusively or primarily being provided to the Corporation or an Affiliate, provided, that this clause (ii) shall not preclude an employer of the Executive from offering employment or consulting or contracting services to anyone without the direct or indirect assistance of the Executive; or

(iii)for the purpose of competing with the Corporation or any of its subsidiaries, solicit, endeavor to solicit or gain the custom of, canvass or interfere with the Corporation’s or an Affiliate’s relationship with any individual or other entity that:

(A)is a customer or supplier of the Corporation or an Affiliate at the date hereof and/or at the date of any termination of the Executive’s employment;

(B)was a major customer or supplier of the Corporation or an Affiliate at any time within twenty-four (24) months prior to the date of any termination of the Executive’s employment; or

(C)has been pursued as a prospective major customer or supplier by or on behalf of the Corporation or an Affiliate at any time within twelve (12) months prior to the date of any termination of the Executive’s employment, and in respect of whom the Corporation or an Affiliate has not determined to cease all such pursuit.

(f)Non-Competition. The Executive recognizes that, in the event for any reason whatsoever his employment with the Corporation is terminated, his knowledge of the Confidential Information and trade secrets of the Corporation and his role in the Business may allow him to compete or to assist a third party to compete unfairly with the Corporation or any of its subsidiaries, in various locations throughout the U.S. and Canada. The Executive will not, in any manner whatsoever, directly or indirectly:

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(i)form, carry on, engage in or be concerned with or interested in (financially or in any other capacity); or

(ii)advise, lend money to, guarantee the debts or obligations of or permit the Executive’s name or any part thereof to be used in the promotion or advancement of; or

(iii)be employed by or render any services (as an employee, independent contractor, consultant, or otherwise) to any individual or other entity engaged in, or concerned with or interested in,

any business (A) in Colorado or (B) within fifty miles of a project of the Corporation or any of its subsidiaries that is the same as, substantially similar to, or competitive with, the business of developing, marketing, selling or operating mountain resorts or helicopter-skiing travel experiences or snowcat skiing travel experiences (each, a “Competitive Business”), in each case without the prior written consent of the Corporation, at any time during the Executive’s employment hereunder and for the period of twelve (12) months immediately following the date of any termination of the Executive’s employment for any reason whatever and with or without Cause.

Where the Executive seeks the prior written consent of the Corporation to engage in any activities which may be in violation of this covenant, he will provide the Corporation in advance with full disclosure of all relevant information concerning the nature and the scope of the proposed activities and the identity of all parties with whom the Executive may be engaging in the proposed activities and the Corporation will reasonably assess such information with a view to determining if an agreement can be reached between the Executive and the Corporation permitting the Executive to engage in some or all of the proposed activities and not unreasonably restricting the Executive’s professional livelihood, provided that any such agreement must be on such terms and conditions, including that there must be no material harm to the business of the Corporation, as are acceptable to the Corporation.

(g)Cooperation. The Executive shall provide reasonable cooperation in connection with any action or proceeding (or any appeal from any action or proceeding) which relates to events during the Executive’s employment hereunder. The Corporation shall reimburse the Executive for the Executive’s reasonable travel expenses incurred in connection with the foregoing, in accordance with the Corporation’s policies and subject to the delivery of reasonable support for such expenses.

(h)Restrictions Reasonable. The Executive confirms that all restrictions and covenants in Sections 6(d), 6(e), 6(f) and 6(g) are reasonable and valid, and waives all objections to and defenses to the strict enforcement thereof.

(i)Acknowledgment.  The Executive acknowledges and agrees that Sections 6(e) and 6(f) hereof are fully enforceable under Colorado Revised Statute Section 8-2-113(2) because this Agreement is a “contract for the protection of trade secrets” and the Executive serves the Corporation in an “[e]xecutive and management personnel” capacity.

7. SECTION 280G.

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(a)Treatment of Payments.  Notwithstanding anything in this Agreement or any other plan, arrangement or agreement to the contrary, in the event that any payment or benefit received or to be received by the Executive (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such payments and benefits, the “Total Payments”) would fail to be deductible under Section 280G of the Code or otherwise would be subject (in whole or part) to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement, the payments or benefits to be received by the Executive that are subject to Section 280G of the Code shall be reduced to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments) is greater than or equal to the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of  such unreduced Total Payments).

(b)Ordering of Reduction.  In the case of a reduction in the Total Payments pursuant to Section 7(a), the Total Payments will be reduced in the following order: (i) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (iv) payments and benefits due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; and (v) all other non-cash benefits not otherwise described in clauses (ii) or (iv) will be next reduced pro-rata.

(c)Certain Determinations.  For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax: (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code will be taken into account; (ii) no portion of the Total Payments will be taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to the Executive and selected by a nationally recognized accounting firm designated by the Corporation (the “Accounting Firm”) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments will be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by the Accounting Firm in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.

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(d)Additional Payments.  If the Executive receives reduced payments and benefits by reason of this Section 7 and it is established pursuant to a determination of a court of competent jurisdiction which is not subject to review or as to which the time to appeal has expired, or pursuant to an Internal Revenue Service proceeding, that the Executive could have received a greater amount without resulting in any Excise Tax, then the Corporation shall thereafter pay the Executive the aggregate additional amount which could have been paid without resulting in any Excise Tax as soon as reasonably practicable.

8.ASSIGNMENT.  This Agreement, and all of the terms and conditions hereof, shall bind the Corporation and its successors and assigns.  Neither this Agreement, nor any of the Corporation’s rights or obligations hereunder, may be assigned or otherwise subject to hypothecation by the Executive, and any such attempted assignment or hypothecation shall be null and void.  The Corporation may assign the rights and obligations of the Corporation hereunder, in whole or in part, to any of the Corporation’s subsidiaries, Affiliates or parent corporations, or to any other successor or assign in connection with the sale of all or substantially all of the Corporation’s assets or stock or in connection with any merger, acquisition and/or reorganization, provided the assignee assumes the obligations of the Corporation hereunder.

9.GENERAL CONTRACT PROVISIONS.

(a)No Breach of Obligation to Others. The Executive acknowledges and represents to the Corporation that, in carrying out the Executive’s duties and functions for the Corporation or its Affiliates, the Executive shall not disclose to the Corporation or its Affiliates any confidential information of any third party. The Executive acknowledges and represents to the Corporation that the Executive has not brought to the Corporation nor shall the Executive use in the performance of the Executive’s duties and functions with the Corporation or its Affiliates any confidential materials or property of any third party. The Executive further acknowledges and represents that the Executive is not a party to any agreement with or under any legal obligation to any previous employer or other third party that conflicts with, or would otherwise restrict the Executive from performing, any of the Executive’s obligations to the Corporation or its Affiliates under this Agreement.

(b)Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Colorado, without regard to any choice-of-law rules thereof which might apply the laws of any other jurisdiction. Each party irrevocably submits to the non­exclusive jurisdiction of the courts of Colorado and all courts competent to hear appeals from those courts with respect to any matter related to this Agreement.

(c)No Related Party Dealings.  The Executive will not be allowed to deal on behalf of the Corporation with any entity in which he or his immediate family has an undisclosed financial interest.

(d)Entire Agreement. This Agreement, together with the documents referred to herein, constitutes and expresses the whole agreement of the parties hereto with reference to any of the matters or things herein provided for or herein before discussed or mentioned with reference to the Executive’s employment, and it cancels and replaces any and all prior understandings and agreements between the Executive and the Corporation, including, without limitation, the Original Agreement, which is cancelled and of no further force or effect as of the Effective Date. All promises, representations, collateral agreements and understandings not expressly incorporated in this Agreement are hereby superseded by this Agreement.

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(e)Notice.  Any notice required or permitted to be given under this Agreement shall be in writing and shall be properly given if personally delivered, delivered by overnight courier of national reputation (e.g., FedEx or UPS) or sent by registered mail, return receipt requested, as follows:

If to the Corporation: Intrawest Resorts Holdings, Inc.

1621 18^th Street, Suite 300Denver, CO 80202 Attention: Chief Executive Officer

If to the Executive: to the last address of the Executivein the Corporation’s records or c/o Intrawest Resorts Holdings, Inc.

(f)Survival. The representations, warranties and covenants of the Executive contained in this Agreement will survive any termination of the Executive’s employment with the Corporation.

(g)Damages.  The Executive agrees that in the event of any breach of this Agreement by the Executive damages will be an inadequate remedy and that the Corporation will be entitled to make an application to a court of competent jurisdiction for temporary and/or permanent injunctive relief against the Executive, without the necessity of proving actual damage to the Corporation.

(h)Severability. If any covenant or provision contained herein is determined to be void, invalid or unenforceable in whole or in part for any reason whatsoever, it will not be deemed to affect or impair the validity or enforceability of any other covenant or provisions hereof, and such unenforceable covenant or provisions or part thereof will be treated as severable from the remainder of this Agreement.

(i)Amendments.No modification, amendment or variation hereof will be of effect or binding upon the parties hereto unless agreed to in writing by each of them and thereafter such modification, amendment or variation will have the same effect as if it had originally formed part of this Agreement.

(j)Waiver.  No waiver by the parties hereto of any breach of any condition, covenant or agreement hereof will constitute a waiver of such condition, covenant or agreement except in respect of the particular breach giving rise to such waiver.

(k)No Untruths. The Executive represents and warrants that all information provided to the Corporation in any application form or during any interview for employment was accurate and contained no untruths or misrepresentations. The Executive agrees that the provision of any false or misleading information on an application form or during any employment interview are grounds for immediate dismissal of the Executive by the Corporation without any further compensation payable to the Executive.

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(l)Executive’s Acknowledgment. The Executive acknowledges that he has read and understands the foregoing and that the Corporation has advised him that this Agreement substantially alters and supersedes the Executive’s rights at common law. The Executive specifically acknowledges that the Corporation has advised him to seek independent legal advice prior to executing this Agreement.

(m)Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Code, to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with the Corporation for purposes of any payments under this Agreement which are subject to Section 409A of the Code until the Executive would be considered to have incurred a “separation from service” from the Corporation within the meaning of Section 409A of the Code. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement or any other arrangement between the Executive and the Corporation during the six-month period immediately following the Executive’s separation from service shall instead be paid on the first business day after the date that is six months following the Executive’s separation from service (or, if earlier, the Executive’s date of death). To the extent required to avoid an accelerated or additional tax under Section 409A of the Code, amounts reimbursable to the Executive under this Agreement shall be paid to the Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to the Executive) during one year may not affect amounts reimbursable or provided in any subsequent year. The Corporation makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment.

(n)Headings.  The headings of this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope or intent of this Agreement or the intent of any provision hereof.

(o)Construction.  The parties acknowledge that this Agreement is the result of arm’s-length negotiations between sophisticated parties, each afforded representation by legal counsel.  Each and every provision of this Agreement shall be construed as though both parties participated equally in the drafting of the same, and any rule of construction that a document shall be construed against the drafting party shall not be applicable to this Agreement.

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(p)Counterparts.  This Agreement may be executed on separate counterparts, any one (1) of which need not contain signatures of more than one (1) party, but all of which taken together will constitute one and the same agreement.

(q)Tax Withholding.  The Corporation may withhold from any amounts payable under this Agreement all federal, state, city or other taxes as the Corporation is required to withhold pursuant to any applicable law, regulation or ruling.  Notwithstanding any other provision of this Agreement, the Corporation shall not be obligated to guarantee any particular tax result for the Executive with respect to any payment provided to the Executive hereunder, and the Executive shall be responsible for any taxes imposed on Executive with respect to any such payment.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

INTRAWEST RESORTS HOLDINGS, INC.
By:	/s/ William A. Jensen
	Name:	William A. Jensen
	Title:	Chief Executive Officer
EXECUTIVE
/s/ Travis Mayer
Travis Mayer

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EX-10.3

Exhibit 10.3

FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of the 11^th day of September, 2014, by and between Intrawest Resorts Holdings, Inc. (the “Corporation”) and William A. Jensen (the “Executive”).

WHEREAS, the Corporation and Executive entered into that certain Employment Agreement dated as of January 20, 2014 (the “Employment Agreement”); and

WHEREAS, the Corporation and Executive desire to amend the Employment Agreement with respect to the date on which Executive's annual performance-based cash bonus is calculated.

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein, together with other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Corporation and Executive agree as follows:

1.Capitalized terms used but not defined in this Amendment shall have the same meaning as that set forth in the Employment Agreement.

2.Section 4(b)(i) of the Employment Agreement is hereby amended to read as follows:

(i) The Executive shall be eligible to continue to participate in the annual performance-based cash bonus plan in effect for similarly situated employees of the Corporation, as may be amended by the Corporation in its sole discretion from time to time (the “Annual Incentive Plan”). The Executive’s target annual bonus under the Annual Incentive Plan will be 100% of Executive’s Base Salary, calculated based on Executive’s weighted Base Salary during the fiscal year to which the Annual Bonus relates.   The Committee will review the Executive’s bonus structure at least annually and may adjust such bonus structure in its sole discretion. Any amendment to the Annual Incentive Plan by the Corporation shall not impair or otherwise adversely affect any benefits of the Executive that vested before the amendment.

3.To the extent that there is any conflict between the terms of this Amendment and the terms of the Employment Agreement, the terms of this Amendment shall control.  Except as provided herein, all terms and provisions of the Employment Agreement shall remain unmodified and shall be in effect in accordance with their terms.

[Remainder of Page Intentionally Blank; Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

INTRAWEST RESORTS HOLDINGS, INC.
By:	/s/ Gary W. Ferrera
	Gary W. Ferrera
	Chief Financial Officer
EXECUTIVE:
/s/ William A. Jensen
William A. Jensen

EX-10.4

Exhibit 10.4

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into effective as of September 11, 2014 (the “Effective Date”), by and between Intrawest Resorts Holdings, Inc., a Delaware corporation (the “Corporation”), and Gary W. Ferrera (the “Executive”).  Where the context permits, references to “the Corporation” shall include the Corporation and any successor to the Corporation.

WHEREAS, the Corporation and the Executive previously entered into an Employment Agreement, dated as of January 20, 2014 (the “Original Agreement”); and

WHEREAS,  the Corporation and Executive mutually desire to amend and restate the Original Agreement in its entirety as of the Effective Date, subject to the terms and conditions set forth in this Agreement, pursuant to which the Executive will continue to serve as the Executive Vice President, Chief Financial Officer and Treasurer of the Corporation.

NOW, THEREFORE,in consideration of the mutual promises, covenants and agreements contained herein, together with other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.TERM OF EMPLOYMENT.  The Executive’s employment with the Corporation under the terms and conditions of this Agreement shall commence on the Effective Date and shall continue until the termination of the Executive’s employment in accordance with the terms and conditions of Section 5 of this Agreement (the “Employment Term”).

2.POSITION, REPORTING AND DUTIES.

(a)Position and Reporting.  During the Employment Term, the Executive shall serve as the Executive Vice President, Chief Financial Officer and Treasurer of the Corporation and shall report directly to the Chief Executive Officer of the Corporation (the “CEO”).

(b)Duties and Responsibilities.  During the Employment Term, the Executive shall (i) be a full-time employee of the Corporation and shall dedicate all of his working time to the Corporation and its subsidiaries and shall have no other employment and no other business ventures which are undisclosed to the Corporation or which conflict with his duties under this Agreement, provided that this provision shall not restrict the Executive from engaging in private investment activities on behalf of himself or his immediate family or, subject to the prior approval of the CEO, serving on the board of directors (or similar position) or committees thereof of a charitable, non-profit or civic organization so long as any such activities do not conflict with this Agreement or interfere with the Executive’s duties or responsibilities as an officer of the Corporation and its subsidiaries and are not in respect of a Competitive Business (as defined below), (ii) have the normal duties, responsibilities and authority of an executive serving as an Executive Vice President, Chief Financial Officer and Treasurer of a public corporation comparable to the Corporation, subject to the power of the CEO or the Corporation to expand or limit such duties, responsibilities and authority, either generally or in specific instances, in each case, subject to the terms of this Agreement and (iii) serve as an officer and/or member of the board of directors of the Corporation or any of its Affiliates as requested by the CEO from time to time for no additional compensation.

3.LOCATION OF EMPLOYMENT.The principal location of the Executive’s employment with the Corporation shall be at the Corporation’s headquarters in the Denver, Colorado area. The Executive understands and agrees that Executive may be required to travel in performing Executive’s duties.

4.COMPENSATION AND BENEFITS.

(a)Base Compensation.  During the Employment Term, the Corporation will pay to the Executive a base salary at the annualized rate of $400,000 (the base salary in effect from time to time, the “Base Salary”).  The Base Salary will be paid in bi-weekly installments in accordance with the Corporation’s customary compensation practices for the Corporation’s employees, which may be reviewed and continued or modified by the Corporation in its sole discretion from time to time.  The Compensation Committee of the Board of Directors of the Corporation (the “Committee”) will review the Executive’s Base Salary at least annually and may increase the Executive’s Base Salary, but may not unilaterally reduce the Executive’s then-existing Base Salary without the Executive’s consent and agreement.

(b)Annual Performance-Based Incentive.  For fiscal year 2014 and for each full fiscal year thereafter during the Employment Term, the Executive shall be eligible to participate in the annual performance-based cash bonus plan in effect for similarly situated employees of the Corporation, as may be amended by the Corporation in its sole discretion from time to time (the “Annual Incentive Plan”).  The Executive’s target annual bonus under the Annual Incentive Plan will be 100% of Executive's Base Salary, calculated based on Executive's weighted Base Salary during the fiscal year to which the Annual Bonus relates.  The Committee will review the Executive’s bonus structure at least annually and may adjust such bonus structure in its sole discretion.  Any amendment to the Annual Incentive Plan by the Corporation shall not impair or otherwise adversely affect any benefits of the Executive that vested before the amendment.

(i)For fiscal year 2014, (A) one-half of the Annual Bonus will be subject to, and may be earned upon, the Corporation’s achievement of specified business and performance targets to be developed by the Corporation and (B) the remaining one-half of the Annual Bonus will be subject to, and may be earned upon, the achievement of individual goals and objectives that will be mutually developed by the Corporation and the Executive within thirty (30) days after the Effective Date.

(ii)For each full fiscal year during the Employment Term thereafter, commencing with fiscal year 2015, the Annual Bonus will be subject to the achievement of such performance criteria and other terms and conditions as are developed by the Corporation with respect to the applicable fiscal year.

Except as otherwise set forth herein, the Executive will not be eligible to receive an Annual Bonus in respect of a fiscal year unless the Executive is an active employee as of, and has not given or received notice of termination of employment as of, the date of payment of such Annual Bonus. Annual Bonus payments will be made as soon as practicable following completion of the Corporation’s annual audit, which is expected to occur in October immediately following the end of the fiscal year to which the Annual Bonus relates.

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(c)Equity Incentive Award.  Subject to and as soon as practicable following the completion of the contemplated initial public offering of the Corporation’s common stock in accordance with that certain registration statement on Form S-1 filed by the Corporation with the U.S. Securities and Exchange Commission on November 12, 2013, as amended (such form, the “Form S-1,” and such initial public offering, the “IPO”), the Corporation will grant to the Executive a number of restricted stock units with an aggregate value of $1,000,000 (the “RSU Award”).  The number of restricted stock units shall be determined based on the public sale price per share of the Corporation’s common stock in the IPO.  The RSU Award will be subject to all of the terms and conditions of the Intrawest Resorts Holdings, Inc. 2014 Omnibus Incentive Plan (the “Omnibus Plan”) and a written award agreement to be entered into between the Corporation and the Executive, which will provide, among other things, that the restricted stock units may be settled in shares of Common Stock or cash in the Corporation’s sole discretion.

(d)Sign-On Bonus.  The Corporation will make a cash sign-on bonus payment to the Executive in the amount of $15,000 (less applicable withholdings) within thirty (30) days following the commencement of his employment with the Corporation.

(e)Employee Benefits. The Executive will be eligible to participate in all of the Corporation’s benefit, group insurance, retirement and perquisite plans generally available to the Corporation’s similarly situated executives from time to time (collectively the “Plans”), subject to the terms and conditions of such Plans as are in effect and as may be amended by the Corporation in its sole discretion from time to time.

(f)Vacation and Paid Time-Off.

(i)The Executive will be entitled to 20 days of paid vacation during each 12-month period commencing on the Effective Date and on each subsequent anniversary thereof (each such 12-month period an “Anniversary Year”) in accordance with the policies and practices of the Corporation in effect from time to time. The Executive will take vacation at such times as are reasonably acceptable to the Corporation having regard to its operations. Any vacation days not used in an Anniversary Year will be automatically rolled over into the next Anniversary Year, provided that the total balance of the Executive’s earned and unused vacation at any point will not exceed the maximum allowable under the terms of the Corporation’s then current vacation policy and that the Executive will not earn or accrue any vacation above that maximum.

(ii)The Executive will be entitled to additional paid time-off in respect of sick days, statutory holidays and Denver office closures in accordance with the Corporation’s policies as in effect from time to time.

(g)Expenses.  Consistent with its policies as established from time to time, the Corporation will reimburse the Executive for all business expenses reasonably incurred by the Executive in connection with the performance of the Executive’s duties upon the Executive providing the Corporation with such support for reimbursement as is required by those policies.

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(h)Insurance; Indemnification. If the Executive is a director or officer of the Corporation and any of its Affiliates at any time, the Executive shall from time to time be covered by such comprehensive directors’ and officers’ liability insurance and errors and omissions liability insurance as the Corporation shall have established and maintained in respect of its directors and officers generally at its expense. The insurance policies to be maintained by the Corporation hereunder may contain exclusions from coverage in respect of gross negligence or mala fides acts on the part of the Executive. The Executive shall also be entitled to indemnification rights, benefits and related expense advances and reimbursements to the same extent as any other director or officer of the Corporation or its subsidiaries.

5.TERMINATION OF EMPLOYMENT.

(a)Termination by the Corporation for Cause. The Corporation may terminate this Agreement and the Executive’s employment hereunder at any time for Cause (based on acts or omissions by the Executive). In the event of such a termination, the Corporation shall pay to the Executive a lump-sum payment equal to the sum of the following, to the extent accrued and unpaid up to and including, but in no case after, the date of termination of the Executive’s employment (the “Termination Date”): (i) the Executive’s Base Salary, and (ii) the balance of the Executive’s earned and unused vacation pay, in each case payable within fourteen (14) days after the Termination Date (the “Accrued Benefits”). For the purposes of this agreement, “Cause” means the Executive’s:

(i)conviction or plea of guilty or no contest to a felony or criminal offense that relates to or arises out of the manner in which the Executive has performed his duties under this Agreement, results in material and demonstrable damage to the business or reputation of the Corporation or any of its Affiliates or involves an act of moral turpitude by the Executive;

(ii)wilful and continued failure to substantially perform his duties with the Corporation (other than by reason of his disability) or material breach of this Agreement, after a written demand for substantial performance or correction of the material breach, as the case may be, is delivered to the Executive by the Corporation and the Executive fails or refuses to resume substantial performance or correct the material breach within ten days after such written demand is received by him;

(iii)engaging in one or more acts which is materially damaging to the Corporation or any of its Affiliates, including acts or omissions that constitute gross negligence by the Executive in the performance of the Executive’s duties or responsibilities;

(iv)(A) misuse or misappropriation of the funds or assets of the Corporation or any of its Affiliates, (B) fraud or embezzlement against the Corporation or any of its Affiliates or (C) any other act of dishonesty against the Corporation or any of its Affiliates that is reasonably expected to result in material harm to the Corporation or any of its Affiliates, and in all cases whether by the Executive himself or by another employee or contractor of the Corporation or any Affiliate with the authorization of or condonation by the Executive;

(v)breach of his fiduciary duties or duty of loyalty to the Corporation or any of its Affiliates;

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(vi)wilful material disregard or violation of the legal rights of any employees of the Corporation or any of its Affiliates or of the Corporation’s written policies regarding discrimination or harassment; or

(vii)the habitual use of drugs or habitual use of alcohol to the extent that any of such uses, in the Corporation’s good faith determination, materially interfere with the performance of the Executive’s duties hereunder.

(b)Termination by the Corporation Without Cause or by the Executive for Good Reason.  If at any time (i) the Corporation terminates the Executive’s employment for any reason other than for Cause or (ii) the Executive terminates his employment for Good Reason (as defined below), then the Executive shall be eligible to receive:

(i)The Accrued Benefits, payable within fourteen (14) days after the Termination Date; and

(ii)If the Executive (1) executes a release of all claims in a form acceptable to the Corporation (the “Release”) and the applicable revocation period with respect thereto expires within sixty (60) days following the Termination Date and (2) continues to comply with the Executive’s fiduciary obligations to the Corporation, the Executive’s covenants under Sections 6(d), 6(e), 6(f) and 6(g) of this Agreement and any other material ongoing obligations to which the Executive is subject, then the Corporation shall provide the Executive with:

(A)continued payment of the Base Salary (“Continued Base Salary”) in accordance with the Corporation’s normal payroll practices for twelve (12) months following the Termination Date; provided that (i) such payments shall commence on the first regularly scheduled payroll date following the date on which the Release becomes irrevocable (the “Payment Commencement Date”) and (ii) the first such payment shall include all payments that otherwise would have been paid to the Executive pursuant to this Section 5(b)(ii)(A) between the Termination Date and the Payment Commencement Date if such payments had commenced as of the Termination Date; and provided further that if the Executive commences alternate employment or self-employment during such twelve (12) month period, the remaining Continued Base Salary payments shall be reduced in amount (to zero if applicable) by the Executive’s salary, wages and other income received or earned or equity interests received or granted from such alternate employment or self-employment, and the Executive hereby agrees to provide written notice to the Corporation if he commences alternate employment or self-employment during the period of such payments;

(B)(i) any bonus under the Annual Incentive Plan that the Executive would have been eligible to receive in respect of the most recently completed fiscal year had the Executive been an active employee of the Corporation on the payment date, to the extent unpaid as of the Termination Date, payable at the time bonuses are paid to active employees under the Annual Incentive Plan, plus (ii) a pro-rata payment under the Annual Incentive Plan, payable at the time bonuses are paid to active employees under the Annual Incentive Plan, equal to the product of (x) the amount of the annual bonus that would have been paid to the Executive based on actual performance for the full fiscal year in which the Termination Date occurs if the Executive had remained employed through the payment date and (y) a fraction, the numerator of which is the number of days in the fiscal year to which such bonus relates prior to the Termination Date and the denominator of which is 365; and

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(C)continuation of the Corporation’s contributions necessary to maintain the Executive’s coverage for the twelve (12) calendar months immediately following the end of the calendar month in which the Termination Date occurs under the medical, dental and vision programs in which the Executive participated immediately prior to the Termination Date, if the Executive elects COBRA continuation coverage for those benefit programs and continues to pay the same cost as a similarly situated active employee would pay for those programs; provided that if the Corporation determines in good faith that such contributions would cause adverse tax consequences to the Corporation or the Executive under applicable law, the Corporation shall instead provide the Executive with monthly cash payments during such twelve (12) month period in an amount that, prior to withholding for applicable taxes, is equal to the amount of the Corporation’s monthly contributions referenced above.

Notwithstanding the foregoing, to the extent required to avoid acceleration taxation or tax penalties under Section 409A of the Code, if the sixty (60) day period referenced in this Section 5(b) begins in one taxable year and ends in a second taxable year, the Payment Commencement Date shall occur in the second taxable year.

For the avoidance of doubt, a termination of the Executive’s employment as a result of the Executive’s death or following the Executive’s “disability” (as described in Section 5(e) below) shall not be considered a termination of the Executive’s employment other than for Cause pursuant to this Agreement, and shall instead be subject solely to the provisions set forth in Section 5(e) or 5(f), as applicable.

(c)Termination in Connection with Change in Control.  Notwithstanding anything set forth in Section 5(b) to the contrary, if a Change in Control (as defined in the Omnibus Plan) occurs and within twelve (12) months following the consummation of the Change in Control, either (i) the Corporation terminates the Executive’s employment other than for Cause or (ii) the Executive terminates his employment for Good Reason, then the Executive shall be eligible to receive all of the payments and benefits referenced in Section 5(b), subject to all of the terms and conditions thereof, but the Continued Base Salary payments shall extend for a period of twelve (12) months following the Termination Date and shall be provided in full regardless of whether the Executive commences alternate employment or self-employment during such period.

For purposes of this Agreement, “Good Reason” shall mean any action by the Corporation, in each case without the Executive’s prior consent, that (i) reduces the Base Salary as then in effect (other than as part of an across-the-board reduction affecting all senior executives of the Corporation), (ii) relocates the Executive’s principal place of employment to a location in another country, or to a location more than fifty (50) miles from the Executive’s principal place of employment, (iii) materially and adversely alters the nature or status of the Executive’s responsibilities or title or (iv) constitutes an intentional material breach of this Agreement by the Corporation.  Notwithstanding the foregoing, in no event shall the occurrence of any such condition constitute Good Reason unless (A) the Executive provides notice to the Corporation of the existence of the condition giving rise to Good Reason within ninety (90) days following its initial existence and (B) the Corporation fails to materially cure such condition within thirty (30) days following the date of such notice, upon which failure to cure the Executive’s employment shall immediately terminate with Good Reason.

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(d)Voluntary Resignation. If the Executive wishes to resign from the Executive’s employment voluntarily, the Executive will provide thirty (30) days’ notice in writing to the Corporation. The Corporation may waive such notice period in whole or in part by paying the Executive’s Base Salary and continuing the applicable group benefit plans in each case as accrued and unpaid to the effective date of resignation. The Executive agrees that such waiver will not constitute termination of the Executive’s employment by the Corporation. In the event of such termination, the Corporation shall only be required to provide the Executive with the Accrued Benefits, payable within fourteen (14) days after the Termination Date.

(e)Termination Due to Disability.  In the event the Executive is either (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Corporation, the Corporation may terminate this Agreement and the Executive’s employment hereunder by providing the Executive with notice of termination in writing. In the event of such termination, the Corporation shall only be required to provide the Executive with the Accrued Benefits, payable within fourteen (14) days after the Termination Date.

(f)Termination Due to Death.  In the event of the Executive’s termination of employment due to death, the Corporation shall only be required to provide the Executive with a lump-sum payment equal to the Accrued Benefits, payable within fourteen (14) days after the Termination Date.

(g)Benefits and Perquisites. All other benefits and perquisites or payments in lieu of benefits and perquisites to or with respect to the Executive shall cease on the Termination Date, except to the extent required by applicable law or pursuant to the terms of any equity plan or agreement.

(h)Return of Property. Upon any termination of the Executive’s employment hereunder (or at any other time upon the Corporation’s request), and as a condition of the Corporation paying the Executive any termination payments as may be required under Section 5(b) or 5(c) hereof (other than the Accrued Benefits), the Executive will at once deliver or cause to be delivered to the Corporation all books, documents, effects, money, securities or other property belonging to the Corporation or its Affiliates or for which the Corporation or its Affiliates are liable to others, which are in the possession, charge, control or custody of the Executive.

(i)Resignation as Officer or Director.  Upon any termination of the Executive’s employment hereunder unless requested otherwise by the Corporation, the Executive shall resign each position (if any) that the Executive then holds as an officer or director of the Corporation or any of its Affiliates. The Executive’s execution of this Agreement shall be deemed the grant by the Executive to the officers of the Corporation of a limited power of attorney to sign in the Executive’s name and on the Executive’s behalf any such documentation as may be required to be executed solely for the limited purposes of effectuating such resignations.

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6.COVENANTS.

(a)Full Time Service. The Executive shall devote all of the Executive’s business time, attention and effort to the business and affairs of the Corporation and its Affiliates, shall well and faithfully serve the Corporation and its Affiliates and shall use the Executive’s best efforts to promote the interests of the Corporation and its Affiliates. The Executive shall duly and diligently perform all of the duties assigned to him while in the employ of the Corporation and shall truthfully and faithfully account for and deliver to the Corporation all money, securities and things of value belonging to the Corporation which the Executive may from time to time receive for, from or on account of the Corporation.

(b)Rules, Regulations and Policies. The Executive shall be bound by and shall faithfully observe and abide by all the rules, regulations and policies of the Corporation and its Affiliates from time to time in force which are brought to the Executive’s notice or of which the Executive should reasonably be aware to the extent such rules, regulations and policies are not inconsistent with the terms of this Agreement or applicable law.

(c)Fiduciary Obligations. The Executive is a fiduciary of the Corporation and its Affiliates.  The Executive shall not permit the Executive’s personal interests to conflict, or to appear to conflict, with the business interests of the Corporation or its Affiliates or the Executive’s duties to the Corporation or its Affiliates. Accordingly, during the Executive’s employment hereunder, the Executive shall not participate in the ownership of, have any financial or other involvement with or work for, any business or enterprise competing or endeavoring to compete with the business of the Corporation or any Affiliate (other than a holding as a passive investment of publicly listed shares that does not exceed 2% of the outstanding shares so listed) without the approval of the Corporation.

(d)Confidential Information, Non-Disparagement and Remedies.

(i)The Executive acknowledges that by reason of the Executive’s employment with the Corporation, the Executive will have access to Confidential Information and trade secrets of the Corporation and its and its subsidiary, affiliate or related corporations (“Affiliates”), and that such Confidential Information and trade secrets are essential components of the business of the Corporation and its Affiliates, and are proprietary and would be of great value and benefit to competitors of the Corporation and Affiliates. “Confidential Information” includes anything respecting the Corporation or its Affiliates or the business of developing, marketing, selling and operating destination resorts (the “Business”) or their operations, and which is not made readily available to the general public; this includes trade secrets (including, but not limited to, consumer lists), ideas, marketing concepts, documents, designs, techniques, inventions, discoveries, copyrights, methods, forecasts, programs, research or anything else concerning the organization, business, customers, employees, and finances of the Corporation or any of its Affiliates or the Business. The Executive agrees that both during and after the Executive’s employment with the Corporation, the Executive will not disclose to any individual or other entity, except in the proper course of the Executive’s employment with the Corporation, or use for the Executive’s own purposes or for purposes other than those of the Corporation or its Affiliates, any Confidential Information or trade secrets of the Corporation or its Affiliates, acquired by the Executive. If information enters the public domain, except as a result of a breach of this Section 6(d)(i) by the Executive or a breach of another confidentiality agreement to which the Corporation or an Affiliate is a party, the information will not be deemed Confidential Information or a trade secret protected by this Section 6(d)(i). In the event that the Executive believes he is compelled by law to disclose Confidential Information or trade secrets of the Corporation or its Affiliates, pursuant to subpoena, similar court order, or other legal authority, the Executive will not disclose the said Confidential Information or trade secrets without giving the Corporation reasonable advance notice of the subpoena, court order, or legal authority, and affording the Corporation the reasonable opportunity to take legal action to contest, challenge, narrow or otherwise limit or condition the disclosure. In no event will the Executive disclose Confidential Information or trade secrets of the Corporation or its Affiliates when the disclosure is not clearly compelled by such subpoena, similar court order, or other legal authority.

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(ii)The Executive agrees that, both during and after the Executive’s employment with the Corporation, the Executive will not make critical, negative or disparaging remarks about the Corporation and its Affiliates that could reasonably be expected to result in material harm to the Corporation or any of its Affiliates, including, but not limited to, comments about any of their respective products, services, management, business or employment practices, and will not voluntarily aid or voluntarily assist any person in any way with respect to any third-party claims pursued against the Corporation or any of its Affiliates. Nothing in this paragraph will prevent the Executive from (A) asserting his legal rights before an administrative agency or court of law, or from responding fully and accurately to any question, inquiry or request for information when required by applicable law or legal process or (B) making any critical remarks about the Corporation and its Affiliates in connection with any analyses made or opinions expressed in the ordinary course of the Executive’s duties hereunder during the Employment Term.

(iii)The Executive acknowledges and agrees that any breach of Section 6(d), 6(e) or 6(f) hereof will result in material and irreparable harm to the Corporation or an Affiliate although it may be difficult for the Corporation to establish a monetary value flowing from such harm. The Executive therefore agrees that the Corporation or an Affiliate, in addition to being entitled to monetary damages which flow from the breach, will be entitled to injunctive relief in a court of appropriate jurisdiction (without proof of damages or the posting of a bond) in the event of any breach by the Executive of any such Section.

(e)Non-Solicitation.  The Executive will not, in any manner whatsoever, directly or indirectly, without the prior written consent of the Corporation, at any time during the Executive’s employment hereunder and for a period of twelve (12) months immediately following the date of any termination of the Executive’s employment for any reason, either by the Executive, or by the Corporation, with or without Cause:

(i)induce or endeavor to induce (A) any employee of the Corporation or any of its Affiliates to leave employment with the Corporation or an Affiliate or (B) any consultant or contractor of the Corporation or an Affiliate to terminate its relationship as such with the Corporation or such Affiliate during any period of time that the business services provided, directly or indirectly, by such consultant or contractor are exclusively or primarily being provided to the Corporation and its Affiliates, provided, that this clause (i) shall not preclude customary non-targeted recruiting efforts or general solicitations that are not specifically directed to, but which may have the effect of causing an employee, consultant or contractor to leave the employment or arrangement with the Corporation or an Affiliate;

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(ii)employ or attempt to employ or assist any individual or other entity to employ any employee of the Corporation or an Affiliate or to retain any consultant or contractor during any period of time that the business services provided, directly or indirectly, by such consultant or contractor are exclusively or primarily being provided to the Corporation or an Affiliate, provided, that this clause (ii) shall not preclude an employer of the Executive from offering employment or consulting or contracting services to anyone without the direct or indirect assistance of the Executive; or

(iii)for the purpose of competing with the Corporation or any of its subsidiaries, solicit, endeavor to solicit or gain the custom of, canvass or interfere with the Corporation’s or an Affiliate’s relationship with any individual or other entity that:

(A)is a customer or supplier of the Corporation or an Affiliate at the date hereof and/or at the date of any termination of the Executive’s employment;

(B)was a major customer or supplier of the Corporation or an Affiliate at any time within twenty-four (24) months prior to the date of any termination of the Executive’s employment; or

(C)has been pursued as a prospective major customer or supplier by or on behalf of the Corporation or an Affiliate at any time within twelve (12) months prior to the date of any termination of the Executive’s employment, and in respect of whom the Corporation or an Affiliate has not determined to cease all such pursuit.

(f)Non-Competition. The Executive recognizes that, in the event for any reason whatsoever his employment with the Corporation is terminated, his knowledge of the Confidential Information and trade secrets of the Corporation and his role in the Business may allow him to compete or to assist a third party to compete unfairly with the Corporation or any of its subsidiaries, in various locations throughout the U.S. and Canada. The Executive will not, in any manner whatsoever, directly or indirectly, anywhere in the U.S. or Canada:

(i)form, carry on, engage in or be concerned with or interested in (financially or in any other capacity); or

(ii)advise, lend money to, guarantee the debts or obligations of or permit the Executive’s name or any part thereof to be used in the promotion or advancement of; or

(iii)be employed by or render any services (as an employee, independent contractor, consultant, or otherwise) to any individual or other entity engaged in, or concerned with or interested in,

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any business (A) in Colorado or (B) within fifty miles of a project of the Corporation or any of its subsidiaries that is the same as, substantially similar to, or competitive with, the business of developing, marketing, selling or operating mountain resorts or adventure travel businesses (each, a “Competitive Business”), in each case without the prior written consent of the Corporation, at any time during the Executive’s employment hereunder and for the period of twelve (12) months immediately following the date of any termination of the Executive’s employment for any reason whatever and with or without Cause.

Where the Executive seeks the prior written consent of the Corporation to engage in any activities which may be in violation of this covenant, he will provide the Corporation in advance with full disclosure of all relevant information concerning the nature and the scope of the proposed activities and the identity of all parties with whom the Executive may be engaging in the proposed activities and the Corporation will reasonably assess such information with a view to determining if an agreement can be reached between the Executive and the Corporation permitting the Executive to engage in some or all of the proposed activities and not unreasonably restricting the Executive’s professional livelihood, provided that any such agreement must be on such terms and conditions, including that there must be no material harm to the business of the Corporation, as are acceptable to the Corporation.

(g)Cooperation. The Executive shall provide reasonable cooperation in connection with any action or proceeding (or any appeal from any action or proceeding) which relates to events during the Executive’s employment hereunder. The Corporation shall reimburse the Executive for the Executive’s reasonable travel expenses incurred in connection with the foregoing, in accordance with the Corporation’s policies and subject to the delivery of reasonable support for such expenses.

(h)Restrictions Reasonable. The Executive confirms that all restrictions and covenants in Sections 6(d), 6(e), 6(f) and 6(g) are reasonable and valid, and waives all objections to and defenses to the strict enforcement thereof.

(i)Acknowledgment.  The Executive acknowledges and agrees that Sections 6(e) and 6(f) hereof are fully enforceable under Colorado Revised Statute Section 8-2-113(2) because this Agreement is a “contract for the protection of trade secrets” and the Executive serves the Corporation in an “[e]xecutive and management personnel” capacity.

7. SECTION 280G.

(a)Treatment of Payments.  Notwithstanding anything in this Agreement or any other plan, arrangement or agreement to the contrary, in the event that any payment or benefit received or to be received by the Executive (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such payments and benefits, the “Total Payments”) would fail to be deductible under Section 280G of the Code or otherwise would be subject (in whole or part) to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement, the payments or benefits to be received by the Executive that are subject to Section 280G of the Code shall be reduced to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments) is greater than or equal to the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of  such unreduced Total Payments).

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(b)Ordering of Reduction.  In the case of a reduction in the Total Payments pursuant to Section 7(a), the Total Payments will be reduced in the following order: (i) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (iv) payments and benefits due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; and (v) all other non-cash benefits not otherwise described in clauses (ii) or (iv) will be next reduced pro-rata.

(c)Certain Determinations.  For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax: (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code will be taken into account; (ii) no portion of the Total Payments will be taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to the Executive and selected by a nationally recognized accounting firm designated by the Corporation (the “Accounting Firm”) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments will be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by the Accounting Firm in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.

(d)Additional Payments.  If the Executive receives reduced payments and benefits by reason of this Section 7 and it is established pursuant to a determination of a court of competent jurisdiction which is not subject to review or as to which the time to appeal has expired, or pursuant to an Internal Revenue Service proceeding, that the Executive could have received a greater amount without resulting in any Excise Tax, then the Corporation shall thereafter pay the Executive the aggregate additional amount which could have been paid without resulting in any Excise Tax as soon as reasonably practicable.

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8.ASSIGNMENT.  This Agreement, and all of the terms and conditions hereof, shall bind the Corporation and its successors and assigns.  Neither this Agreement, nor any of the Corporation’s rights or obligations hereunder, may be assigned or otherwise subject to hypothecation by the Executive, and any such attempted assignment or hypothecation shall be null and void.  The Corporation may assign the rights and obligations of the Corporation hereunder, in whole or in part, to any of the Corporation’s subsidiaries, Affiliates or parent corporations, or to any other successor or assign in connection with the sale of all or substantially all of the Corporation’s assets or stock or in connection with any merger, acquisition and/or reorganization, provided the assignee assumes the obligations of the Corporation hereunder.

9.GENERAL CONTRACT PROVISIONS.

(a)No Breach of Obligation to Others. The Executive acknowledges and represents to the Corporation that, in carrying out the Executive’s duties and functions for the Corporation or its Affiliates, the Executive shall not disclose to the Corporation or its Affiliates any confidential information of any third party. The Executive acknowledges and represents to the Corporation that the Executive has not brought to the Corporation nor shall the Executive use in the performance of the Executive’s duties and functions with the Corporation or its Affiliates any confidential materials or property of any third party. The Executive further acknowledges and represents that the Executive is not a party to any agreement with or under any legal obligation to any previous employer or other third party that conflicts with, or would otherwise restrict the Executive from performing, any of the Executive’s obligations to the Corporation or its Affiliates under this Agreement.

(b)Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Colorado, without regard to any choice-of-law rules thereof which might apply the laws of any other jurisdiction. Each party irrevocably submits to the non­exclusive jurisdiction of the courts of Colorado and all courts competent to hear appeals from those courts with respect to any matter related to this Agreement.

(c)No Related Party Dealings.  The Executive will not be allowed to deal on behalf of the Corporation with any entity in which he or his immediate family has an undisclosed financial interest.

(d)Entire Agreement. This Agreement, together with the documents referred to herein, constitutes and expresses the whole agreement of the parties hereto with reference to any of the matters or things herein provided for or herein before discussed or mentioned with reference to the Executive’s employment, and it cancels and replaces any and all prior understandings and agreements between the Executive and the Corporation, including, without limitation, the offer letter between the Corporation and its Affiliates and the Executive, dated January 3, 2014, which is cancelled and of no further force or effect as of the Effective Date. All promises, representations, collateral agreements and understandings not expressly incorporated in this Agreement are hereby superseded by this Agreement.

(e)Notice.  Any notice required or permitted to be given under this Agreement shall be in writing and shall be properly given if personally delivered, delivered by overnight courier of national reputation (e.g., FedEx or UPS) or sent by registered mail, return receipt requested, as follows:

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If to the Corporation: Intrawest Resorts Holdings, Inc.

1621 18^th Street, Suite 300Denver, CO 80202 Attention: Chief Executive Officer

If to the Executive: to the last address of the Executivein the Corporation’s records or c/o Intrawest Resorts Holdings, Inc.

(f)Survival. The representations, warranties and covenants of the Executive contained in this Agreement will survive any termination of the Executive’s employment with the Corporation.

(g)Damages.  The Executive agrees that in the event of any breach of this Agreement by the Executive damages will be an inadequate remedy and that the Corporation will be entitled to make an application to a court of competent jurisdiction for temporary and/or permanent injunctive relief against the Executive, without the necessity of proving actual damage to the Corporation.

(h)Severability. If any covenant or provision contained herein is determined to be void, invalid or unenforceable in whole or in part for any reason whatsoever, it will not be deemed to affect or impair the validity or enforceability of any other covenant or provisions hereof, and such unenforceable covenant or provisions or part thereof will be treated as severable from the remainder of this Agreement.

(i)Amendments.No modification, amendment or variation hereof will be of effect or binding upon the parties hereto unless agreed to in writing by each of them and thereafter such modification, amendment or variation will have the same effect as if it had originally formed part of this Agreement.

(j)Waiver.  No waiver by the parties hereto of any breach of any condition, covenant or agreement hereof will constitute a waiver of such condition, covenant or agreement except in respect of the particular breach giving rise to such waiver.

(k)No Untruths. The Executive represents and warrants that all information provided to the Corporation in any application form or during any interview for employment was accurate and contained no untruths or misrepresentations. The Executive agrees that the provision of any false or misleading information on an application form or during any employment interview are grounds for immediate dismissal of the Executive by the Corporation without any further compensation payable to the Executive.

(l)Executive’s Acknowledgment. The Executive acknowledges that he has read and understands the foregoing and that the Corporation has advised him that this Agreement substantially alters and supersedes the Executive’s rights at common law. The Executive specifically acknowledges that the Corporation has advised him to seek independent legal advice prior to executing this Agreement.

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(m)Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Code, to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with the Corporation for purposes of any payments under this Agreement which are subject to Section 409A of the Code until the Executive would be considered to have incurred a “separation from service” from the Corporation within the meaning of Section 409A of the Code. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement or any other arrangement between the Executive and the Corporation during the six-month period immediately following the Executive’s separation from service shall instead be paid on the first business day after the date that is six months following the Executive’s separation from service (or, if earlier, the Executive’s date of death). To the extent required to avoid an accelerated or additional tax under Section 409A of the Code, amounts reimbursable to the Executive under this Agreement shall be paid to the Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to the Executive) during one year may not affect amounts reimbursable or provided in any subsequent year. The Corporation makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment.

(n)Headings.  The headings of this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope or intent of this Agreement or the intent of any provision hereof.

(o)Construction.  The parties acknowledge that this Agreement is the result of arm’s-length negotiations between sophisticated parties, each afforded representation by legal counsel.  Each and every provision of this Agreement shall be construed as though both parties participated equally in the drafting of the same, and any rule of construction that a document shall be construed against the drafting party shall not be applicable to this Agreement.

(p)Counterparts.  This Agreement may be executed on separate counterparts, any one (1) of which need not contain signatures of more than one (1) party, but all of which taken together will constitute one and the same agreement.

(q)Tax Withholding.  The Corporation may withhold from any amounts payable under this Agreement all federal, state, city or other taxes as the Corporation is required to withhold pursuant to any applicable law, regulation or ruling.  Notwithstanding any other provision of this Agreement, the Corporation shall not be obligated to guarantee any particular tax result for the Executive with respect to any payment provided to the Executive hereunder, and the Executive shall be responsible for any taxes imposed on Executive with respect to any such payment.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

INTRAWEST RESORTS HOLDINGS, INC.
By:	/s/ William A. Jensen
	Name:	William A. Jensen
	Title:	Chief Executive Officer
EXECUTIVE
/s/ Gary W. Ferrera
Gary W. Ferrera

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EX-10.5

Exhibit 10.5

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into effective as of September 11, 2014 (the “Effective Date”), by and between Intrawest Resorts Holdings, Inc., a Delaware corporation (the “Corporation”), and Joshua B. Goldstein (the “Executive”).  Where the context permits, references to “the Corporation” shall include the Corporation and any successor to the Corporation.

WHEREAS, Intrawest U.S. Holdings Inc. (a subsidiary of the Corporation) and the Executive previously entered into an Employment Agreement, dated as of September 17, 2012 and amended as of December 31, 2012, and the Corporation and the Executive previously entered into an Amended and Restated Employment Agreement, dated as of January 20, 2014 (collectively, the “Original Agreement”); and

WHEREAS, the Corporation and the Executive mutually desire to amend and restate the Original Agreement in its entirety as of the Effective Date, subject to the terms and conditions set forth in this Agreement, pursuant to which the Executive will continue to serve as the Executive Vice President, Chief General Counsel and Corporate Secretary of the Corporation.

NOW, THEREFORE,in consideration of the mutual promises, covenants and agreements contained herein, together with other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.TERM OF EMPLOYMENT.  The Executive’s employment with the Corporation under the terms and conditions of this Agreement shall commence on the Effective Date and shall continue until the termination of the Executive’s employment in accordance with the terms and conditions of Section 5 of this Agreement (the “Employment Term”).

2.POSITION, REPORTING AND DUTIES.

(a)Position and Reporting.  During the Employment Term, the Executive shall serve as the Executive Vice President, Chief General Counsel and Corporate Secretary of the Corporation and shall report directly to the Chief Executive Officer of the Corporation (the “CEO”).

(b)Duties and Responsibilities.  During the Employment Term, the Executive shall (i) be a full-time employee of the Corporation and shall dedicate all of his working time to the Corporation and its subsidiaries and shall have no other employment and no other business ventures which are undisclosed to the Corporation or which conflict with his duties under this Agreement, provided that this provision shall not restrict the Executive from engaging in private investment activities on behalf of himself or his immediate family or, subject to the prior approval of the CEO, serving on the board of directors (or similar position) or committees thereof of a charitable, non-profit or civic organization so long as any such activities do not conflict with this Agreement or interfere with the Executive’s duties or responsibilities as an officer of the Corporation and its subsidiaries and are not in respect of a Competitive Business (as defined below), (ii) have the normal duties, responsibilities and authority of an executive serving as an Executive Vice President, Chief General Counsel and Corporate Secretary of a public corporation comparable to the Corporation, subject to the power of the CEO or the Corporation to expand or limit such duties, responsibilities and authority, either generally or in specific instances, in each case, subject to the terms of this Agreement and (iii) serve as an officer and/or member of the board of directors of the Corporation or any of its Affiliates as requested by the CEO from time to time for no additional compensation.

3.LOCATION OF EMPLOYMENT.The principal location of the Executive’s employment with the Corporation shall be at the Corporation’s headquarters in the Denver, Colorado area. The Executive understands and agrees that Executive may be required to travel in performing Executive’s duties.

4.COMPENSATION AND BENEFITS.

(a)Base Compensation.  During the Employment Term, the Corporation will pay to the Executive a base salary at the annualized rate of $333,125 (the base salary in effect from time to time, the “Base Salary”).  The Base Salary will be paid in bi-weekly installments in accordance with the Corporation’s customary compensation practices for the Corporation’s employees, which may be reviewed and continued or modified by the Corporation in its sole discretion from time to time.  The Compensation Committee of the Board of Directors of the Corporation (the “Committee”) will review the Executive’s Base Salary at least annually and may increase the Executive’s Base Salary, but may not unilaterally reduce the Executive’s then-existing Base Salary without the Executive’s consent and agreement.

(b)Annual Performance-Based Incentive.

(i)The Executive shall be eligible to continue to participate in the annual performance-based cash bonus plan in effect for similarly situated employees of the Corporation, as may be amended by the Corporation in its sole discretion from time to time (the “Annual Incentive Plan”).  The Executive’s target annual bonus under the Annual Incentive Plan will be 75% of Executive's Base Salary, calculated based on Executive's weighted Base Salary during the fiscal year to which the Annual Bonus relates.  The Committee will review the Executive’s bonus structure at least annually and may adjust such bonus structure in its sole discretion.  Any amendment to the Annual Incentive Plan by the Corporation shall not impair or otherwise adversely affect any benefits of the Executive that vested before the amendment.

(ii)Except as otherwise set forth in this Agreement, the Executive will not be eligible to receive a payment under the Annual Incentive Plan unless the Executive is an active employee as of, and has not given or received notice of termination of employment as of, the date such payment is made. Annual Bonus payments will be made as soon as practicable following completion of the Corporation’s annual audit, which is expected to occur in October immediately following the end of the fiscal year to which the Annual Bonus relates.

(c)Equity Incentive Award.  Subject to and as soon as practicable following the completion of the contemplated initial public offering of the Corporation’s common stock in accordance with that certain registration statement on Form S-1 filed by the Corporation with the U.S. Securities and Exchange Commission on November 12, 2013, as amended (such form, the “Form S-1,” and such initial public offering, the “IPO”), the Corporation will grant to the Executive a number of restricted stock units with an aggregate value of $700,000 (the “RSU Award”).  The number of restricted stock units shall be determined based on the public sale price per share of the Corporation’s common stock in the IPO.  The RSU Award will be subject to all of the terms and conditions of the Intrawest Resorts Holdings, Inc. 2014 Omnibus Incentive Plan (the “Omnibus Plan”) and a written award agreement to be entered into between the Corporation and the Executive, which will provide, among other things, that the restricted stock units may be settled in shares of Common Stock or cash in the Corporation’s sole discretion.

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(d)Employee Benefits. The Executive will be eligible to participate in all of the Corporation’s benefit, group insurance, retirement and perquisite plans generally available to the Corporation’s similarly situated executives from time to time (collectively the “Plans”), subject to the terms and conditions of such Plans as are in effect and as may be amended by the Corporation in its sole discretion from time to time.

(e)Vacation and Paid Time-Off.

(i)The Executive will be entitled to 20 days of paid vacation during each 12-month period commencing on the Effective Date and on each subsequent anniversary thereof (each such 12-month period an “Anniversary Year”) in accordance with the policies and practices of the Corporation in effect from time to time. The Executive will take vacation at such times as are reasonably acceptable to the Corporation having regard to its operations. Any vacation days not used in an Anniversary Year will be automatically rolled over into the next Anniversary Year, provided that the total balance of the Executive’s earned and unused vacation at any point will not exceed the maximum allowable under the terms of the Corporation’s then current vacation policy and that the Executive will not earn or accrue any vacation above that maximum.

(ii)The Executive will be entitled to additional paid time-off in respect of sick days, statutory holidays and Denver office closures in accordance with the Corporation’s policies as in effect from time to time.

(f)Expenses.  Consistent with its policies as established from time to time, the Corporation will reimburse the Executive for all business expenses reasonably incurred by the Executive in connection with the performance of the Executive’s duties upon the Executive providing the Corporation with such support for reimbursement as is required by those policies.

(g)Insurance; Indemnification. If the Executive is a director or officer of the Corporation and any of its Affiliates at any time, the Executive shall from time to time be covered by such comprehensive directors’ and officers’ liability insurance and errors and omissions liability insurance as the Corporation shall have established and maintained in respect of its directors and officers generally at its expense. The insurance policies to be maintained by the Corporation hereunder may contain exclusions from coverage in respect of gross negligence or mala fides acts on the part of the Executive. The Executive shall also be entitled to indemnification rights, benefits and related expense advances and reimbursements to the same extent as any other director or officer of the Corporation or its subsidiaries.

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5.TERMINATION OF EMPLOYMENT.

(a)Termination by the Corporation for Cause. The Corporation may terminate this Agreement and the Executive’s employment hereunder at any time for Cause (based on acts or omissions by the Executive). In the event of such a termination, the Corporation shall pay to the Executive a lump-sum payment equal to the sum of the following, to the extent accrued and unpaid up to and including, but in no case after, the date of termination of the Executive’s employment (the “Termination Date”): (i) the Executive’s Base Salary, and (ii) the balance of the Executive’s earned and unused vacation pay, in each case payable within fourteen (14) days after the Termination Date (the “Accrued Benefits”). For the purposes of this agreement, “Cause” means the Executive’s:

(i)conviction or plea of guilty or no contest to a felony or criminal offense that relates to or arises out of the manner in which the Executive has performed his duties under this Agreement, results in material and demonstrable damage to the business or reputation of the Corporation or any of its Affiliates or involves an act of moral turpitude by the Executive;

(ii)wilful and continued failure to substantially perform his duties with the Corporation (other than by reason of his disability) or material breach of this Agreement, after a written demand for substantial performance or correction of the material breach, as the case may be, is delivered to the Executive by the Corporation and the Executive fails or refuses to resume substantial performance or correct the material breach within ten days after such written demand is received by him;

(iii)engaging in one or more acts which is materially damaging to the Corporation or any of its Affiliates, including acts or omissions that constitute gross negligence by the Executive in the performance of the Executive’s duties or responsibilities;

(iv)(A) misuse or misappropriation of the funds or assets of the Corporation or any of its Affiliates, (B) fraud or embezzlement against the Corporation or any of its Affiliates or (C) any other act of dishonesty against the Corporation or any of its Affiliates that is reasonably expected to result in material harm to the Corporation or any of its Affiliates, and in all cases whether by the Executive himself or by another employee or contractor of the Corporation or any Affiliate with the authorization of or condonation by the Executive;

(v)breach of his fiduciary duties or duty of loyalty to the Corporation or any of its Affiliates;

(vi)wilful material disregard or violation of the legal rights of any employees of the Corporation or any of its Affiliates or of the Corporation’s written policies regarding discrimination or harassment; or

(vii)the habitual use of drugs or habitual use of alcohol to the extent that any of such uses, in the Corporation’s good faith determination, materially interfere with the performance of the Executive’s duties hereunder.

(b)Termination by the Corporation Without Cause or by the Executive for Good Reason.  If at any time (i) the Corporation terminates the Executive’s employment for any reason other than for Cause or (ii) the Executive terminates his employment for Good Reason (as defined below), then the Executive shall be eligible to receive:

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(i)The Accrued Benefits, payable within fourteen (14) days after the Termination Date; and

(ii)If the Executive (1) executes a release of all claims in a form acceptable to the Corporation (the “Release”) and the applicable revocation period with respect thereto expires within sixty (60) days following the Termination Date and (2) continues to comply with the Executive’s fiduciary obligations to the Corporation, the Executive’s covenants under Sections 6(d), 6(e), 6(f) and 6(g) of this Agreement and any other material ongoing obligations to which the Executive is subject, then the Corporation shall provide the Executive with:

(A)continued payment of the Base Salary (“Continued Base Salary”) in accordance with the Corporation’s normal payroll practices for twelve (12) months following the Termination Date; provided that (i) such payments shall commence on the first regularly scheduled payroll date following the date on which the Release becomes irrevocable (the “Payment Commencement Date”) and (ii) the first such payment shall include all payments that otherwise would have been paid to the Executive pursuant to this Section 5(b)(ii)(A) between the Termination Date and the Payment Commencement Date if such payments had commenced as of the Termination Date; and provided further that if the Executive commences alternate employment or self-employment during such twelve (12) month period, the remaining Continued Base Salary payments shall be reduced in amount (to zero if applicable) by the Executive’s salary, wages and other income received or earned or equity interests received or granted from such alternate employment or self-employment, and the Executive hereby agrees to provide written notice to the Corporation if he commences alternate employment or self-employment during the period of such payments;

(B)(i) any bonus under the Annual Incentive Plan that the Executive would have been eligible to receive in respect of the most recently completed fiscal year had the Executive been an active employee of the Corporation on the payment date, to the extent unpaid as of the Termination Date, payable at the time bonuses are paid to active employees under the Annual Incentive Plan, plus (ii) a pro-rata payment under the Annual Incentive Plan, payable at the time bonuses are paid to active employees under the Annual Incentive Plan, equal to the product of (x) the amount of the annual bonus that would have been paid to the Executive based on actual performance for the full fiscal year in which the Termination Date occurs if the Executive had remained employed through the payment date and (y) a fraction, the numerator of which is the number of days in the fiscal year to which such bonus relates prior to the Termination Date and the denominator of which is 365; and

(C)continuation of the Corporation’s contributions necessary to maintain the Executive’s coverage for the twelve (12) calendar months immediately following the end of the calendar month in which the Termination Date occurs under the medical, dental and vision programs in which the Executive participated immediately prior to the Termination Date, if the Executive elects COBRA continuation coverage for those benefit programs and continues to pay the same cost as a similarly situated active employee would pay for those programs; provided that if the Corporation determines in good faith that such contributions would cause adverse tax consequences to the Corporation or the Executive under applicable law, the Corporation shall instead provide the Executive with monthly cash payments during such twelve (12) month period in an amount that, prior to withholding for applicable taxes, is equal to the amount of the Corporation’s monthly contributions referenced above.

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Notwithstanding the foregoing, to the extent required to avoid acceleration taxation or tax penalties under Section 409A of the Code, if the sixty (60) day period referenced in this Section 5(b) begins in one taxable year and ends in a second taxable year, the Payment Commencement Date shall occur in the second taxable year.

For the avoidance of doubt, a termination of the Executive’s employment as a result of the Executive’s death or following the Executive’s “disability” (as described in Section 5(e) below) shall not be considered a termination of the Executive’s employment other than for Cause pursuant to this Agreement, and shall instead be subject solely to the provisions set forth in Section 5(e) or 5(f), as applicable.

(c)Termination in Connection with Change in Control.  Notwithstanding anything set forth in Section 5(b) to the contrary, if a Change in Control (as defined in the Omnibus Plan) occurs and within twelve (12) months following the consummation of the Change in Control, either (i) the Corporation terminates the Executive’s employment other than for Cause or (ii) the Executive terminates his employment for Good Reason, then the Executive shall be eligible to receive all of the payments and benefits referenced in Section 5(b), subject to all of the terms and conditions thereof, but the Continued Base Salary payments shall extend for a period of twelve (12) months following the Termination Date and shall be provided in full regardless of whether the Executive commences alternate employment or self-employment during such period.

For purposes of this Agreement, “Good Reason” shall mean any action by the Corporation, in each case without the Executive’s prior consent, that (i) reduces the Base Salary as then in effect (other than as part of an across-the-board reduction affecting all senior executives of the Corporation), (ii) relocates the Executive’s principal place of employment to a location in another country, or to a location more than fifty (50) miles from the Executive’s principal place of employment, (iii) materially and adversely alters the nature or status of the Executive’s responsibilities or title or (iv) constitutes an intentional material breach of this Agreement by the Corporation.  Notwithstanding the foregoing, in no event shall the occurrence of any such condition constitute Good Reason unless (A) the Executive provides notice to the Corporation of the existence of the condition giving rise to Good Reason within ninety (90) days following its initial existence and (B) the Corporation fails to materially cure such condition within thirty (30) days following the date of such notice, upon which failure to cure the Executive’s employment shall immediately terminate with Good Reason.

(d)Voluntary Resignation. If the Executive wishes to resign from the Executive’s employment voluntarily, the Executive will provide thirty (30) days’ notice in writing to the Corporation. The Corporation may waive such notice period in whole or in part by paying the Executive’s Base Salary and continuing the applicable group benefit plans in each case as accrued and unpaid to the effective date of resignation. The Executive agrees that such waiver will not constitute termination of the Executive’s employment by the Corporation. In the event of such termination, the Corporation shall only be required to provide the Executive with the Accrued Benefits, payable within fourteen (14) days after the Termination Date.

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(e)Termination Due to Disability.  In the event the Executive is either (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Corporation, the Corporation may terminate this Agreement and the Executive’s employment hereunder by providing the Executive with notice of termination in writing. In the event of such termination, the Corporation shall only be required to provide the Executive with the Accrued Benefits, payable within fourteen (14) days after the Termination Date.

(f)Termination Due to Death.  In the event of the Executive’s termination of employment due to death, the Corporation shall only be required to provide the Executive with a lump-sum payment equal to the Accrued Benefits, payable within fourteen (14) days after the Termination Date.

(g)Benefits and Perquisites. All other benefits and perquisites or payments in lieu of benefits and perquisites to or with respect to the Executive shall cease on the Termination Date, except to the extent required by applicable law or pursuant to the terms of any equity plan or agreement.

(h)Return of Property. Upon any termination of the Executive’s employment hereunder (or at any other time upon the Corporation’s request), and as a condition of the Corporation paying the Executive any termination payments as may be required under Section 5(b) or 5(c) hereof (other than the Accrued Benefits), the Executive will at once deliver or cause to be delivered to the Corporation all books, documents, effects, money, securities or other property belonging to the Corporation or its Affiliates or for which the Corporation or its Affiliates are liable to others, which are in the possession, charge, control or custody of the Executive.

(i)Resignation as Officer or Director.  Upon any termination of the Executive’s employment hereunder unless requested otherwise by the Corporation, the Executive shall resign each position (if any) that the Executive then holds as an officer or director of the Corporation or any of its Affiliates. The Executive’s execution of this Agreement shall be deemed the grant by the Executive to the officers of the Corporation of a limited power of attorney to sign in the Executive’s name and on the Executive’s behalf any such documentation as may be required to be executed solely for the limited purposes of effectuating such resignations.

6.COVENANTS.

(a)Full Time Service. The Executive shall devote all of the Executive’s business time, attention and effort to the business and affairs of the Corporation and its Affiliates, shall well and faithfully serve the Corporation and its Affiliates and shall use the Executive’s best efforts to promote the interests of the Corporation and its Affiliates. The Executive shall duly and diligently perform all of the duties assigned to him while in the employ of the Corporation and shall truthfully and faithfully account for and deliver to the Corporation all money, securities and things of value belonging to the Corporation which the Executive may from time to time receive for, from or on account of the Corporation.

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(b)Rules, Regulations and Policies. The Executive shall be bound by and shall faithfully observe and abide by all the rules, regulations and policies of the Corporation and its Affiliates from time to time in force which are brought to the Executive’s notice or of which the Executive should reasonably be aware to the extent such rules, regulations and policies are not inconsistent with the terms of this Agreement or applicable law.

(c)Fiduciary Obligations. The Executive is a fiduciary of the Corporation and its Affiliates.  The Executive shall not permit the Executive’s personal interests to conflict, or to appear to conflict, with the business interests of the Corporation or its Affiliates or the Executive’s duties to the Corporation or its Affiliates. Accordingly, during the Executive’s employment hereunder, the Executive shall not participate in the ownership of, have any financial or other involvement with or work for, any business or enterprise competing or endeavoring to compete with the business of the Corporation or any Affiliate (other than a holding as a passive investment of publicly listed shares that does not exceed 2% of the outstanding shares so listed) without the approval of the Corporation.

(d)Confidential Information, Non-Disparagement and Remedies.

(i)The Executive acknowledges that by reason of the Executive’s employment with the Corporation, the Executive will have access to Confidential Information and trade secrets of the Corporation and its and its subsidiary, affiliate or related corporations (“Affiliates”), and that such Confidential Information and trade secrets are essential components of the business of the Corporation and its Affiliates, and are proprietary and would be of great value and benefit to competitors of the Corporation and Affiliates. “Confidential Information” includes anything respecting the Corporation or its Affiliates or the business of developing, marketing, selling and operating destination resorts (the “Business”) or their operations, and which is not made readily available to the general public; this includes trade secrets (including, but not limited to, consumer lists), ideas, marketing concepts, documents, designs, techniques, inventions, discoveries, copyrights, methods, forecasts, programs, research or anything else concerning the organization, business, customers, employees, and finances of the Corporation or any of its Affiliates or the Business. The Executive agrees that both during and after the Executive’s employment with the Corporation, the Executive will not disclose to any individual or other entity, except in the proper course of the Executive’s employment with the Corporation, or use for the Executive’s own purposes or for purposes other than those of the Corporation or its Affiliates, any Confidential Information or trade secrets of the Corporation or its Affiliates, acquired by the Executive. If information enters the public domain, except as a result of a breach of this Section 6(d)(i) by the Executive or a breach of another confidentiality agreement to which the Corporation or an Affiliate is a party, the information will not be deemed Confidential Information or a trade secret protected by this Section 6(d)(i). In the event that the Executive believes he is compelled by law to disclose Confidential Information or trade secrets of the Corporation or its Affiliates, pursuant to subpoena, similar court order, or other legal authority, the Executive will not disclose the said Confidential Information or trade secrets without giving the Corporation reasonable advance notice of the subpoena, court order, or legal authority, and affording the Corporation the reasonable opportunity to take legal action to contest, challenge, narrow or otherwise limit or condition the disclosure. In no event will the Executive disclose Confidential Information or trade secrets of the Corporation or its Affiliates when the disclosure is not clearly compelled by such subpoena, similar court order, or other legal authority.

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(ii)The Executive agrees that, both during and after the Executive’s employment with the Corporation, the Executive will not make critical, negative or disparaging remarks about the Corporation and its Affiliates that could reasonably be expected to result in material harm to the Corporation or any of its Affiliates, including, but not limited to, comments about any of their respective products, services, management, business or employment practices, and will not voluntarily aid or voluntarily assist any person in any way with respect to any third-party claims pursued against the Corporation or any of its Affiliates. Nothing in this paragraph will prevent the Executive from (A) asserting his legal rights before an administrative agency or court of law, or from responding fully and accurately to any question, inquiry or request for information when required by applicable law or legal process or (B) making any critical remarks about the Corporation and its Affiliates in connection with any analyses made or opinions expressed in the ordinary course of the Executive’s duties hereunder during the Employment Term.

(iii)The Executive acknowledges and agrees that any breach of Section 6(d), 6(e) or 6(f) hereof will result in material and irreparable harm to the Corporation or an Affiliate although it may be difficult for the Corporation to establish a monetary value flowing from such harm. The Executive therefore agrees that the Corporation or an Affiliate, in addition to being entitled to monetary damages which flow from the breach, will be entitled to injunctive relief in a court of appropriate jurisdiction (without proof of damages or the posting of a bond) in the event of any breach by the Executive of any such Section.

(e)Non-Solicitation.  The Executive will not, in any manner whatsoever, directly or indirectly, without the prior written consent of the Corporation, at any time during the Executive’s employment hereunder and for a period of twelve (12) months immediately following the date of any termination of the Executive’s employment for any reason, either by the Executive, or by the Corporation, with or without Cause:

(i)induce or endeavor to induce (A) any employee of the Corporation or any of its Affiliates to leave employment with the Corporation or an Affiliate or (B) any consultant or contractor of the Corporation or an Affiliate to terminate its relationship as such with the Corporation or such Affiliate during any period of time that the business services provided, directly or indirectly, by such consultant or contractor are exclusively or primarily being provided to the Corporation and its Affiliates, provided, that this clause (i) shall not preclude customary non-targeted recruiting efforts or general solicitations that are not specifically directed to, but which may have the effect of causing an employee, consultant or contractor to leave the employment or arrangement with the Corporation or an Affiliate;

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(ii)employ or attempt to employ or assist any individual or other entity to employ any employee of the Corporation or an Affiliate or to retain any consultant or contractor during any period of time that the business services provided, directly or indirectly, by such consultant or contractor are exclusively or primarily being provided to the Corporation or an Affiliate, provided, that this clause (ii) shall not preclude an employer of the Executive from offering employment or consulting or contracting services to anyone without the direct or indirect assistance of the Executive; or

(iii)for the purpose of competing with the Corporation or any of its subsidiaries, solicit, endeavor to solicit or gain the custom of, canvass or interfere with the Corporation’s or an Affiliate’s relationship with any individual or other entity that:

(A)is a customer or supplier of the Corporation or an Affiliate at the date hereof and/or at the date of any termination of the Executive’s employment;

(B)was a major customer or supplier of the Corporation or an Affiliate at any time within twenty-four (24) months prior to the date of any termination of the Executive’s employment; or

(C)has been pursued as a prospective major customer or supplier by or on behalf of the Corporation or an Affiliate at any time within twelve (12) months prior to the date of any termination of the Executive’s employment, and in respect of whom the Corporation or an Affiliate has not determined to cease all such pursuit.

(f)Non-Competition. The Executive recognizes that, in the event for any reason whatsoever his employment with the Corporation is terminated, his knowledge of the Confidential Information and trade secrets of the Corporation and his role in the Business may allow him to compete or to assist a third party to compete unfairly with the Corporation or any of its subsidiaries, in various locations throughout the U.S. and Canada. The Executive will not, in any manner whatsoever, directly or indirectly, anywhere in the U.S. or Canada:

(i)form, carry on, engage in or be concerned with or interested in (financially or in any other capacity); or

(ii)advise, lend money to, guarantee the debts or obligations of or permit the Executive’s name or any part thereof to be used in the promotion or advancement of; or

(iii)be employed by or render any services (as an employee, independent contractor, consultant, or otherwise) to any individual or other entity engaged in, or concerned with or interested in,

any business (A) in Colorado or (B) within fifty miles of a project of the Corporation or any of its subsidiaries that is the same as, substantially similar to, or competitive with, the business of developing, marketing, selling or operating mountain resorts or adventure travel businesses (each, a “Competitive Business”), in each case without the prior written consent of the Corporation, at any time during the Executive’s employment hereunder and for the period of twelve (12) months immediately following the date of any termination of the Executive’s employment for any reason whatever and with or without Cause.

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Where the Executive seeks the prior written consent of the Corporation to engage in any activities which may be in violation of this covenant, he will provide the Corporation in advance with full disclosure of all relevant information concerning the nature and the scope of the proposed activities and the identity of all parties with whom the Executive may be engaging in the proposed activities and the Corporation will reasonably assess such information with a view to determining if an agreement can be reached between the Executive and the Corporation permitting the Executive to engage in some or all of the proposed activities and not unreasonably restricting the Executive’s professional livelihood, provided that any such agreement must be on such terms and conditions, including that there must be no material harm to the business of the Corporation, as are acceptable to the Corporation.

(g)Cooperation. The Executive shall provide reasonable cooperation in connection with any action or proceeding (or any appeal from any action or proceeding) which relates to events during the Executive’s employment hereunder. The Corporation shall reimburse the Executive for the Executive’s reasonable travel expenses incurred in connection with the foregoing, in accordance with the Corporation’s policies and subject to the delivery of reasonable support for such expenses.

(h)Restrictions Reasonable. The Executive confirms that all restrictions and covenants in Sections 6(d), 6(e), 6(f) and 6(g) are reasonable and valid, and waives all objections to and defenses to the strict enforcement thereof.

(i)Acknowledgment.  The Executive acknowledges and agrees that Sections 6(e) and 6(f) hereof are fully enforceable under Colorado Revised Statute Section 8-2-113(2) because this Agreement is a “contract for the protection of trade secrets” and the Executive serves the Corporation in an “[e]xecutive and management personnel” capacity.

7. SECTION 280G.

(a)Treatment of Payments.  Notwithstanding anything in this Agreement or any other plan, arrangement or agreement to the contrary, in the event that any payment or benefit received or to be received by the Executive (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such payments and benefits, the “Total Payments”) would fail to be deductible under Section 280G of the Code or otherwise would be subject (in whole or part) to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement, the payments or benefits to be received by the Executive that are subject to Section 280G of the Code shall be reduced to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments) is greater than or equal to the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments).

(b)Ordering of Reduction.  In the case of a reduction in the Total Payments pursuant to Section 7(a), the Total Payments will be reduced in the following order: (i) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (iv) payments and benefits due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; and (v) all other non-cash benefits not otherwise described in clauses (ii) or (iv) will be next reduced pro-rata.

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(c)Certain Determinations.  For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax: (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code will be taken into account; (ii) no portion of the Total Payments will be taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to the Executive and selected by a nationally recognized accounting firm designated by the Corporation (the “Accounting Firm”) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments will be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by the Accounting Firm in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.

(d)Additional Payments.  If the Executive receives reduced payments and benefits by reason of this Section 7 and it is established pursuant to a determination of a court of competent jurisdiction which is not subject to review or as to which the time to appeal has expired, or pursuant to an Internal Revenue Service proceeding, that the Executive could have received a greater amount without resulting in any Excise Tax, then the Corporation shall thereafter pay the Executive the aggregate additional amount which could have been paid without resulting in any Excise Tax as soon as reasonably practicable.

8.ASSIGNMENT.  This Agreement, and all of the terms and conditions hereof, shall bind the Corporation and its successors and assigns.  Neither this Agreement, nor any of the Corporation’s rights or obligations hereunder, may be assigned or otherwise subject to hypothecation by the Executive, and any such attempted assignment or hypothecation shall be null and void.  The Corporation may assign the rights and obligations of the Corporation hereunder, in whole or in part, to any of the Corporation’s subsidiaries, Affiliates or parent corporations, or to any other successor or assign in connection with the sale of all or substantially all of the Corporation’s assets or stock or in connection with any merger, acquisition and/or reorganization, provided the assignee assumes the obligations of the Corporation hereunder.

12

9.GENERAL CONTRACT PROVISIONS.

(a)No Breach of Obligation to Others. The Executive acknowledges and represents to the Corporation that, in carrying out the Executive’s duties and functions for the Corporation or its Affiliates, the Executive shall not disclose to the Corporation or its Affiliates any confidential information of any third party. The Executive acknowledges and represents to the Corporation that the Executive has not brought to the Corporation nor shall the Executive use in the performance of the Executive’s duties and functions with the Corporation or its Affiliates any confidential materials or property of any third party. The Executive further acknowledges and represents that the Executive is not a party to any agreement with or under any legal obligation to any previous employer or other third party that conflicts with, or would otherwise restrict the Executive from performing, any of the Executive’s obligations to the Corporation or its Affiliates under this Agreement.

(b)Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Colorado, without regard to any choice-of-law rules thereof which might apply the laws of any other jurisdiction. Each party irrevocably submits to the non­exclusive jurisdiction of the courts of Colorado and all courts competent to hear appeals from those courts with respect to any matter related to this Agreement.

(c)No Related Party Dealings.  The Executive will not be allowed to deal on behalf of the Corporation with any entity in which he or his immediate family has an undisclosed financial interest.

(d)Entire Agreement. This Agreement, together with the documents referred to herein, constitutes and expresses the whole agreement of the parties hereto with reference to any of the matters or things herein provided for or herein before discussed or mentioned with reference to the Executive’s employment, and it cancels and replaces any and all prior understandings and agreements between the Executive and the Corporation, including, without limitation, the Original Agreement, which is cancelled and of no further force or effect as of the Effective Date. All promises, representations, collateral agreements and understandings not expressly incorporated in this Agreement are hereby superseded by this Agreement.

(e)Notice.  Any notice required or permitted to be given under this Agreement shall be in writing and shall be properly given if personally delivered, delivered by overnight courier of national reputation (e.g., FedEx or UPS) or sent by registered mail, return receipt requested, as follows:

If to the Corporation: Intrawest Resorts Holdings, Inc.

1621 18^th Street, Suite 300Denver, CO 80202 Attention: Chief Executive Officer

If to the Executive: to the last address of the Executivein the Corporation’s records or c/o Intrawest Resorts Holdings, Inc.

13

(f)Survival. The representations, warranties and covenants of the Executive contained in this Agreement will survive any termination of the Executive’s employment with the Corporation.

(g)Damages.  The Executive agrees that in the event of any breach of this Agreement by the Executive damages will be an inadequate remedy and that the Corporation will be entitled to make an application to a court of competent jurisdiction for temporary and/or permanent injunctive relief against the Executive, without the necessity of proving actual damage to the Corporation.

(h)Severability. If any covenant or provision contained herein is determined to be void, invalid or unenforceable in whole or in part for any reason whatsoever, it will not be deemed to affect or impair the validity or enforceability of any other covenant or provisions hereof, and such unenforceable covenant or provisions or part thereof will be treated as severable from the remainder of this Agreement.

(i)Amendments.No modification, amendment or variation hereof will be of effect or binding upon the parties hereto unless agreed to in writing by each of them and thereafter such modification, amendment or variation will have the same effect as if it had originally formed part of this Agreement.

(j)Waiver.  No waiver by the parties hereto of any breach of any condition, covenant or agreement hereof will constitute a waiver of such condition, covenant or agreement except in respect of the particular breach giving rise to such waiver.

(k)No Untruths. The Executive represents and warrants that all information provided to the Corporation in any application form or during any interview for employment was accurate and contained no untruths or misrepresentations. The Executive agrees that the provision of any false or misleading information on an application form or during any employment interview are grounds for immediate dismissal of the Executive by the Corporation without any further compensation payable to the Executive.

(l)Executive’s Acknowledgment. The Executive acknowledges that he has read and understands the foregoing and that the Corporation has advised him that this Agreement substantially alters and supersedes the Executive’s rights at common law. The Executive specifically acknowledges that the Corporation has advised him to seek independent legal advice prior to executing this Agreement.

(m)Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Code, to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding anything contained herein to the contrary, the Executive shall not be considered to have terminated employment with the Corporation for purposes of any payments under this Agreement which are subject to Section 409A of the Code until the Executive would be considered to have incurred a “separation from service” from the Corporation within the meaning of Section 409A of the Code. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code. Without limiting the foregoing and notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement or any other arrangement between the Executive and the Corporation during the six-month period immediately following the Executive’s separation from service shall instead be paid on the first business day after the date that is six months following the Executive’s separation from service (or, if earlier, the Executive’s date of death). To the extent required to avoid an accelerated or additional tax under Section 409A of the Code, amounts reimbursable to the Executive under this Agreement shall be paid to the Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in kind benefits provided to the Executive) during one year may not affect amounts reimbursable or provided in any subsequent year. The Corporation makes no representation that any or all of the payments described in this Agreement will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment.

14

(n)Headings.  The headings of this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope or intent of this Agreement or the intent of any provision hereof.

(o)Construction.  The parties acknowledge that this Agreement is the result of arm’s-length negotiations between sophisticated parties, each afforded representation by legal counsel.  Each and every provision of this Agreement shall be construed as though both parties participated equally in the drafting of the same, and any rule of construction that a document shall be construed against the drafting party shall not be applicable to this Agreement.

(p)Counterparts.  This Agreement may be executed on separate counterparts, any one (1) of which need not contain signatures of more than one (1) party, but all of which taken together will constitute one and the same agreement.

(q)Tax Withholding.  The Corporation may withhold from any amounts payable under this Agreement all federal, state, city or other taxes as the Corporation is required to withhold pursuant to any applicable law, regulation or ruling.  Notwithstanding any other provision of this Agreement, the Corporation shall not be obligated to guarantee any particular tax result for the Executive with respect to any payment provided to the Executive hereunder, and the Executive shall be responsible for any taxes imposed on Executive with respect to any such payment.

[remainder of page intentionally left blank]

15

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

INTRAWEST RESORTS HOLDINGS, INC.
By:	/s/ William A. Jensen
	Name:	William A. Jensen
	Title:	Chief Executive Officer
EXECUTIVE
/s/ Joshua B. Goldstein
Joshua B. Goldstein

16

EX-10.6

Exhibit 10.6

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of the 11^th day of September, 2014, by and between Intrawest Resorts Holdings, Inc. (the “Corporation”) and Travis Mayer (the “Executive”).

WHEREAS, the Corporation and Executive entered into that certain Employment Agreement dated as of May 13, 2014 (the “Employment Agreement”); and

WHEREAS, the Corporation and Executive desire to amend the Employment Agreement with respect to the date on which Executive's annual performance-based cash bonus is calculated.

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein, together with other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Corporation and Executive agree as follows:

1.Capitalized terms used but not defined in this Amendment shall have the same meaning as that set forth in the Employment Agreement.

2.Section 4(b)(i) of the Employment Agreement is hereby amended to read as follows:

(i) The Executive shall be eligible to continue to participate in the annual

performance-based cash bonus plan in effect for similarly situated employees of the Corporation, as may be amended by the Corporation in its sole discretion from time to time (the “Annual Incentive Plan”). The Executive's target annual bonus under the Annual Incentive Plan will be 75% of Executive's Base Salary, calculated based on Executive's weighted Base Salary during the fiscal year to which the Annual Bonus relates.   The Committee will review the Executive's bonus structure at least annually and may adjust such bonus structure in its sole discretion. Any amendment to the Annual Incentive Plan by the Corporation shall not impair or otherwise adversely affect any benefits of the Executive that vested before the amendment.

3.To the extent that there is any conflict between the terms of this Amendment and the terms of the Employment Agreement, the terms of this Amendment shall control.  Except as provided herein, all terms and provisions of the Employment Agreement shall remain unmodified and shall be in effect in accordance with their terms.

[Remainder of Page Intentionally Blank; Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first above written.

INTRAWEST RESORTS HOLDINGS, INC.
By:	/s/ William A. Jensen
	William A. Jensen
	Chief Executive Officer
EXECUTIVE:
/s/ Travis Mayer
Travis Mayer

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, William A. Jensen, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Intrawest Resorts Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 10, 2014

/s/ William A. Jensen

William A. Jensen

Chief Executive Officer and Director

(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF PERIODIC REPORT UNDER SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Gary W. Ferrera, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Intrawest Resorts Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 10, 2014

/s/ Gary W. Ferrera

Gary W. Ferrera

Executive Vice President, Chief Financial Officer and Treasurer

(Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

AND CHIEF FINANCIAL OFFICER 

FURNISHED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002 (18 USC. SECTION 1350)

 AND FOR THE PURPOSE OF COMPLYING WITH RULE 13a-14(b)

OF THE SECURITIES EXCHANGE ACT OF 1934.

 The undersigned, the Chief Executive Officer and the Chief Financial Officer of Intrawest Resorts Holdings, Inc. (the “Company”) respectively, each hereby certifies that to his knowledge on the date hereof:

(a)the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2014 filed on the date hereof with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b)Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ William A. Jensen

Chief Executive Officer and Director

(Principal Executive Officer)

November 10, 2014

/s/ Gary W. Ferrera

Executive Vice President, Chief Financial Officer and Treasurer

(Principal Financial Officer)

November 10, 2014

XML

Accumulated Other Comprehensive Income (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Sep. 30, 2014		Sep. 30, 2013
Accumulated Other Comprehensive Income, Net of Tax [Roll Forward]
Accumulated other comprehensive income, beginning balance	$ 197,743
Other comprehensive (loss) income	(17,468)		9,683
Accumulated other comprehensive income, ending balance	180,289
Other comprehensive (loss) income, tax	0		0
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Interest expense, net	(9,614)		(81,937)
Operating expenses	98,076		104,196
Foreign Currency Translation Adjustments [Member]
Accumulated Other Comprehensive Income, Net of Tax [Roll Forward]
Other comprehensive (loss) income	(17,672)
Realized Portion on Cash Flow Hedge [Member]
Accumulated Other Comprehensive Income, Net of Tax [Roll Forward]
Other comprehensive (loss) income	420	[1]
Other comprehensive (loss) income, tax	0
Realized Portion on Cash Flow Hedge [Member] | Reclassification from AOCI [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Interest expense, net	420
Actuarial Loss on Pensions [Member]
Accumulated Other Comprehensive Income, Net of Tax [Roll Forward]
Other comprehensive (loss) income	(202)	[2]
Other comprehensive (loss) income, tax	0
Actuarial Loss on Pensions [Member] | Reclassification from AOCI [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Operating expenses	$ (202)

[1] Amount reclassified out of AOCI is included in interest expense in the accompanying condensed consolidated statements of operations.

[2] For the three months ended September 30, 2014, $0.2 million was reclassified from AOCI and included in operating expenses in the accompanying condensed consolidated statements of operations.

XML

Segment Information, Geographic Data (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Segment Reporting Information [Line Items]
Revenue	$ 74,373	$ 80,561
Reportable Geographical Component [Member]
Segment Reporting Information [Line Items]
Revenue	74,373	80,561
Long-lived assets	891,746	796,217
Reportable Geographical Component [Member] | United States [Member]
Segment Reporting Information [Line Items]
Revenue	36,945	38,483
Long-lived assets	534,311	529,796
Reportable Geographical Component [Member] | Canada [Member]
Segment Reporting Information [Line Items]
Revenue	37,428	42,078
Long-lived assets	$ 357,435	$ 266,421

XML

Supplementary Balance Sheet Information, Current Deferred Revenue and Deposits (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Jun. 30, 2014
Current Deferred Revenue and Deposits [Abstract]
Season pass and other deferred revenue	$ 58,441	$ 31,764
Lodging and tour deposits	16,136	15,171
Deposits on real estate sales	6,751	8,313
Total current deferred revenue and deposits	$ 81,328	$ 55,248

XML

Segment Information (Tables)

3 Months Ended

Sep. 30, 2014

Segment Information [Abstract]

Consolidated revenue

	Three Months Ended September 30,
	2014		2013
Revenue:
Mountain
Lift (1)	$	3,287	$	3,194
Lodging	9,371		8,217
Ski School (2)	499		533
Retail and Rental	6,162		5,590
Food and Beverage	7,367		6,349
Other	9,627		9,422
Total Mountain revenue	36,313		33,305
Adventure revenue	22,614		22,617
Real Estate revenue	15,071		13,250
Total reportable segment revenue	73,998		69,172
Legacy, non-core and other revenue (3)	375		11,389
Total revenue	$	74,373	$	80,561

(1) Lift revenue during the summer is derived from mountain biking and sightseeing lift products.

(2) Ski School revenue during the summer is derived from mountain bike instruction at various resorts.

(3) Legacy, non-core and other revenue represents legacy and other non-core operations that are not reviewed regularly by the CODM to assess performance and make decisions regarding the allocation of resources. It includes legacy real estate asset sales, non-core retail revenue and revenue from management of non-core commercial properties. Included in the three months ended September 30, 2013 was $10.9 million of revenue from sales of real estate held for development.

Net income (loss) reconciled to segment adjusted EBITDA

Net loss attributable to Intrawest Resorts Holdings, Inc.	$	(50,975	)	$	(122,014	)
Legacy and other non-core expenses, net (4)	982			3,536
Other operating expenses (5)	1,827			1,527
Depreciation and amortization	14,586			13,145
Loss on remeasurement of equity method investments and disposal of other assets	1,625			397
Interest income (6)	(54		)	(449		)
Interest expense on third party debt	10,726			16,464
Interest expense on notes payable to affiliates	—			67,105
Loss from equity method investments (7)	2,251			1,591
Pro rata share of Adjusted EBITDA related to equity method investments (8), (9)	982			1,067
Adjusted EBITDA attributable to noncontrolling interest	(1,258		)	(635		)
Other expense, net	305			172
Income tax (benefit) expense	(1,986		)	701
Income attributable to noncontrolling interest	877			436
Total segment Adjusted EBITDA	$	(20,112	)	$	(16,957	)
Mountain (8)	$	(23,994	)	$	(22,090	)
Adventure (10)	2,135			3,656
Real Estate (11)	1,747			1,477
Segment Adjusted EBITDA	$	(20,112	)	$	(16,957	)

(4) Represents revenue and expenses of legacy and other non-core operations that are not reviewed regularly by the CODM to assess performance and make decisions regarding the allocation of resources. Revenue and expenses related to legacy and other non-core operations include retail operations not located at the Company’s properties and management of non-core commercial properties owned by third parties. It also includes legacy litigation consisting of claims for damages related to alleged construction defects, purported disclosure violations in real estate sales and marketing documents, and allegations that we failed to construct planned amenities.

(5) Includes costs related to the Company's initial public offering, non-cash compensation, reduction in workforce severance, lease payments pursuant to the lease at Winter Park and other expenses.

(6) Includes interest income unrelated to IRCG financing activities.

(7) Represents the losses from equity method investments, including: Chateau M.T. Inc., Mammoth Hospitality Management, LLC, MMSA Holdings, Inc., and Blue Mountain prior to the Blue Mountain Acquisition.

(8) Includes the Company’s pro rata share of Adjusted EBITDA from its equity method investment in Blue Mountain prior to the Blue Mountain Acquisition. The pro rata share of Adjusted EBITDA represents the share of Adjusted EBITDA from the equity method investment based on the Company’s economic ownership percentage.

(9) Includes the Company’s pro rata share of EBITDA from its equity method investments in Mammoth Hospitality Management, LLC and Chateau M.T. Inc. The pro rata share of Adjusted EBITDA represents the Company’s share of Adjusted  EBITDA from these equity method investments based on the Company's economic ownership percentages.

(10) Adventure segment Adjusted EBITDA excludes Adjusted EBITDA attributable to noncontrolling interest.

(11) Real Estate segment Adjusted EBITDA includes interest income earned from receivables related to the IRCG operations, in the amount of $1.1 million and $1.2 million for the three months ended September 30, 2014 and 2013, respectively.

Capital expenditures for reportable segments

The following table presents capital expenditures for our reportable segments, reconciled to consolidated amounts for the three months ended September 30, 2014 and 2013 (in thousands):

	Three Months Ended September 30,
	2014		2013
Capital expenditures:
Mountain	$	12,199	$	10,311
Adventure	1,227		2,308
Real Estate	87		128
Total segment capital expenditures	13,513		12,747
Corporate and other	1,635		1,530
Total capital expenditures	$	15,148	$	14,277

Revenue by geographic region

The Company’s revenue by geographic region for the three months ended September 30, 2014 and 2013 consisted of the following (in thousands):

	Three Months Ended September 30,
	2014		2013
Revenue:
United States	$	36,945	$	38,483
Canada	37,428		42,078
Revenue	$	74,373	$	80,561

Long-lived assets by geographic region

The Company’s long-lived assets by geographic region as of September 30, 2014 and June 30, 2014 consisted of the following (in thousands):

	September 30, 2014		Fiscal Year End June 30, 2014
Long-lived assets:
United States	$	534,311	$	529,796
Canada	357,435		266,421
Long-lived assets	$	891,746	$	796,217

XML

Commitments and Contingencies (Details)	3 Months Ended
	Sep. 30, 2014 USD ($) Plan	Sep. 30, 2013 USD ($)	Sep. 30, 2014 CAD	Jun. 30, 2014 USD ($)	Jun. 30, 2014 CAD	Sep. 30, 2014 Blue Mountain [Member] USD ($)	Sep. 30, 2014 LC Facility [Member] USD ($)	Jun. 30, 2014 LC Facility [Member] USD ($)
Letters of Credit [Abstract]
Letters of credit outstanding						$ 500,000	$ 47,500,000	$ 47,500,000
Number of closed noncontributory defined benefit pension plans	3
Government Grants and Loans [Abstract]
Loans	2,105,000		2,358,000	2,210,000	2,358,000
Grants - Received	79,730,000		89,298,000	83,691,000	89,298,000
Grants - Future advances	28,054,000		31,421,000	29,448,000	31,421,000
Total grants	107,784,000		120,719,000	113,139,000	120,719,000
Weighted average borrowing rate of government loans (in hundredths)	6.12%
Capital Leases [Abstract]
Increase to capital lease obligation	19,600,000
Remaining term of contract, minimum	3 years
Remaining term of contract, maximum	38 years
Weighted average interest rate (in hundredths)	10.00%
Other [Abstract]
Percentage of defined gross revenue (in hundredths)	2.00%
Payments for forestry licenses and land leases	$ 100,000	$ 100,000

XML

Long-Term Debt, Maturities (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014
Long-Term Debt Aggregate Maturities [Abstract]
2015	$ 7,194
2016	7,014
2017	6,346
2018	6,138
2019	6,144
Thereafter	$ 566,406

XML

Earnings (Loss) Per Share

3 Months Ended

Sep. 30, 2014

Earnings (Loss) Per Share [Abstract]

Earnings (Loss) Per Share

3. Earnings (Loss) Per Share

Basic earnings (loss) per share ("EPS") is calculated by dividing net income (loss) attributable to the Company by the weighted average number of shares of common stock outstanding. Diluted EPS is calculated by dividing net income (loss) attributable to the Company by the weighted average number of shares of common stock outstanding, plus potentially dilutive securities. Potentially dilutive securities include unvested restricted common stock and restricted stock units, the dilutive effect of which is calculated using the treasury stock method.

The Restructuring was accounted for as a transaction among entities under common control. As a result, the Company is retrospectively presenting the shares outstanding for all periods presented prior to the Restructuring.

Due to the Company's reported net loss for each of the three months ended September 30, 2014 and 2013, the effect of 0.1 million anti-dilutive stock awards was not included in the calculation of EPS. The calculation of basic and diluted EPS is presented below (in thousands, except per share data).

	Three Months Ended September 30,
	2014			2013
Net loss attributable to Intrawest Resorts Holdings, Inc.	$	(50,975	)	$	(122,014	)
Weighted average common shares outstanding	45,026			41,882
Basic and diluted EPS	$	(1.13	)	$	(2.91	)

XML

Segment Information, Revenue for Reportable Segments (Details) (USD $)	3 Months Ended
	Sep. 30, 2014 Segment		Sep. 30, 2013
Segment Information [Abstract]
Number of reportable segments	3
Revenue [Abstract]
Revenue	$ 74,373,000		$ 80,561,000
Revenue from the sale of a parcel of real estate held for development			10,900,000
Reportable Segment [Member]
Revenue [Abstract]
Revenue	73,998,000		69,172,000
Reportable Segment [Member] | Mountain [Member]
Revenue [Abstract]
Revenue	36,313,000		33,305,000
Reportable Segment [Member] | Mountain [Member] | Lift [Member]
Revenue [Abstract]
Revenue	3,287,000	[1]	3,194,000	[1]
Reportable Segment [Member] | Mountain [Member] | Lodging [Member]
Revenue [Abstract]
Revenue	9,371,000		8,217,000
Reportable Segment [Member] | Mountain [Member] | Ski School [Member]
Revenue [Abstract]
Revenue	499,000	[2]	533,000	[2]
Reportable Segment [Member] | Mountain [Member] | Retail and Rental [Member]
Revenue [Abstract]
Revenue	6,162,000		5,590,000
Reportable Segment [Member] | Mountain [Member] | Food and Beverage [Member]
Revenue [Abstract]
Revenue	7,367,000		6,349,000
Reportable Segment [Member] | Mountain [Member] | Other [Member]
Revenue [Abstract]
Revenue	9,627,000		9,422,000
Reportable Segment [Member] | Adventure [Member]
Revenue [Abstract]
Revenue	22,614,000		22,617,000
Reportable Segment [Member] | Real Estate [Member]
Revenue [Abstract]
Revenue	15,071,000		13,250,000
Legacy, non-core and other revenue [Member]
Revenue [Abstract]
Revenue	$ 375,000	[3]	$ 11,389,000	[3]

[1] Lift revenue during the summer is derived from mountain biking and sightseeing lift products.

[2] Ski School revenue during the summer is derived from mountain bike instruction at various resorts.

[3] Legacy, non-core and other revenue represents legacy and other non-core operations that are not reviewed regularly by the CODM to assess performance and make decisions regarding the allocation of resources. It includes legacy real estate asset sales, non-core retail revenue and revenue from management of non-core commercial properties. Included in the three months ended September 30, 2013 was $10.9 million of revenue from sales of real estate held for development.

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Supplementary Balance Sheet Information, Current Receivables (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Jun. 30, 2014
Current Receivables [Abstract]
Trade receivables	$ 34,573	$ 37,988
Loans, mortgages and notes receivable	6,329	6,603
Allowance for doubtful accounts	(4,279)	(4,183)
Total receivables	$ 36,623	$ 40,408

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Earnings (Loss) Per Share (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Earnings (Loss) Per Share [Abstract]
Anti-dilutive stock awards not included in calculation of EPS (in shares)	100,000	100,000
Basic and Diluted EPS [Abstract]
Net loss attributable to Intrawest Resorts Holdings, Inc.	$ (50,975)	$ (122,014)
Weighted average common shares outstanding (in shares)	45,026,124	41,882,000
Basic and diluted EPS (in dollars per share)	$ (1.13)	$ (2.91)

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Segment Information, Net Income Reconciled to Segment Adjusted EBITDA (Details) (USD $)	3 Months Ended
	Sep. 30, 2014		Sep. 30, 2013
Segment Reporting Information [Line Items]
Net loss attributable to Intrawest Resorts Holdings, Inc.	$ (50,975,000)		$ (122,014,000)
Legacy and other non-core expenses, net	982,000	[1]	3,536,000	[1]
Other operating expenses	1,827,000	[2]	1,527,000	[2]
Depreciation and amortization	14,586,000		13,145,000
Loss on remeasurement of equity method investments and disposal of other assets	1,625,000		397,000
Interest income	(54,000)	[3]	(449,000)	[3]
Interest expense on third party debt	10,726,000		16,464,000
Interest expense on notes payable to affiliates	0		67,105,000
Loss from equity method investments	2,251,000	[4]	1,591,000	[4]
Pro rata share of Adjusted EBITDA related to equity method investments	982,000	[5],[6]	1,067,000	[5],[6]
Adjusted EBITDA attributable to noncontrolling interest	(1,258,000)		(635,000)
Other expense, net	305,000		172,000
Income tax (benefit) expense	(1,986,000)		701,000
Income attributable to noncontrolling interest	877,000		436,000
Total segment Adjusted EBITDA	(20,112,000)		(16,957,000)
IRCG Operations [Member]
Segment Reporting Information [Line Items]
Interest income	1,100,000		1,200,000
Mountain [Member]
Segment Reporting Information [Line Items]
Total segment Adjusted EBITDA	(23,994,000)	[5]	(22,090,000)	[5]
Adventure [Member]
Segment Reporting Information [Line Items]
Total segment Adjusted EBITDA	2,135,000	[7]	3,656,000	[7]
Real Estate [Member]
Segment Reporting Information [Line Items]
Total segment Adjusted EBITDA	$ 1,747,000	[8]	$ 1,477,000	[8]

[1] Represents revenue and expenses of legacy and other non-core operations that are not reviewed regularly by the CODM to assess performance and make decisions regarding the allocation of resources. Revenue and expenses related to legacy and other non-core operations include retail operations not located at the Company's properties and management of non-core commercial properties owned by third parties. It also includes legacy litigation consisting of claims for damages related to alleged construction defects, purported disclosure violations in real estate sales and marketing documents, and allegations that we failed to construct planned amenities.

[2] Includes costs related to the Company's initial public offering, non-cash compensation, reduction in workforce severance, lease payments pursuant to the lease at Winter Park and other expenses.

[3] Includes interest income unrelated to IRCG financing activities.

[4] Represents the losses from equity method investments, including: Chateau M.T. Inc., Mammoth Hospitality Management, LLC, MMSA Holdings, Inc., and Blue Mountain prior to the Blue Mountain Acquisition.

[5] Includes the Company's pro rata share of Adjusted EBITDA from its equity method investment in Blue Mountain prior to the Blue Mountain Acquisition. The pro rata share of Adjusted EBITDA represents the share of Adjusted EBITDA from the equity method investment based on the Company's economic ownership percentage.

[6] Includes the Company's pro rata share of EBITDA from its equity method investments in Mammoth Hospitality Management, LLC and Chateau M.T. Inc. The pro rata share of Adjusted EBITDA represents the Company's share of Adjusted EBITDA from these equity method investments based on the Company's economic ownership percentages.

[7] Adventure segment Adjusted EBITDA excludes Adjusted EBITDA attributable to noncontrolling interest.

[8] Real Estate segment Adjusted EBITDA includes interest income earned from receivables related to the IRCG operations, in the amount of $1.1 million and $1.2 million for the three months ended September 30, 2014 and 2013, respectively.

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Supplementary Balance Sheet Information, Other Current Assets (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Jun. 30, 2014
Other Current Assets [Abstract]
Inventories	$ 41,272	$ 37,282
Capital spares	11,446	11,160
Prepaid expenses	9,403	8,469
Prepaid insurance	2,252	3,721
Other assets	97	157
Total other current assets	$ 64,470	$ 60,789

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Supplementary Balance Sheet Information, Other Long-Term Assets (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Jun. 30, 2014
Other Long-Term Assets [Abstract]
Equity method investments	$ 24,048	$ 87,282
Receivables	33,859	36,406
Long-term deferred financing costs, net	16,856	16,208
Other long-term assets	5,989	8,428
Allowance for doubtful accounts	(2,281)	(2,442)
Total other long-term assets	$ 78,471	$ 145,882

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Significant Accounting Policies

3 Months Ended

Sep. 30, 2014

Significant Accounting Policies [Abstract]

Significant Accounting Policies

2. Significant Accounting Policies

Basis of Presentation and Use of Estimates

The condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). 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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Certain previously reported amounts have been reclassified to conform to the current period financial statement presentation.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company, its majority-owned subsidiaries and all variable interest entities ("VIEs") for which the Company is the primary beneficiary. All significant intercompany transactions are eliminated in consolidation. Investments in which the Company does not have a controlling interest or is not the primary beneficiary, but over which the Company is able to exercise significant influence, are accounted for under the equity method. Under the equity method, the original cost of the investment is adjusted for the Company’s share of post-acquisition earnings or losses less distributions received.

In January 2013, the Canadian helicopter business was reorganized and Alpine Helicopters Inc. (“Alpine Helicopters”) in which the Company owns a 20.0% equity interest, was formed. Alpine Helicopters employs all the pilots that fly the helicopters in the CMH land tenures. Alpine Helicopters leases 100.0% of its helicopters from Intrawest ULC, a consolidated subsidiary of the Company, creating economic dependence and therefore giving Intrawest ULC a variable interest in Alpine Helicopters. Alpine Helicopters is a VIE for which the Company is the primary beneficiary and is consolidated in the accompanying financial statements. The remaining 80.0% equity interest in Alpine Helicopters is held by the employees of Alpine Helicopters and is reflected as a noncontrolling interest on the accompanying condensed consolidated financial statements. As of September 30, 2014, Alpine Helicopters had total assets of $10.0 million and total liabilities of $6.7 million.

On September 19, 2014 (the "Acquisition Date"), the Company acquired the remaining 50.0% equity interest in Blue Mountain that it did not already own from Blue Mountain Resorts Holdings Inc. (“Blue Mountain Holdings”) (see Part I - Item 1, Financial Statements (unaudited), see Note 8, "Blue Mountain Acquisition"). The accompanying condensed consolidated financial statements reflect the Company's equity method investment in Blue Mountain prior to the Blue Mountain Acquisition and the consolidated results for the period from the Acquisition Date through the fiscal quarter ended September 30, 2014.

Fair Value of Financial Instruments

The Company has various short term financial instruments, including cash and cash equivalents, receivables, accounts payable and accrued liabilities. The instruments’ book value approximates their fair value, or, in the case of notes receivable, their market comparable interest rates.

The fair value of the Senior Debt (as defined in Part I - Item 1, Financial Statements (unaudited), Note 5, “Long-Term Debt”) was estimated using quoted prices for the Company's instruments in markets that are not active and was considered a Level 2 measure.

The fair value of other debt obligations was estimated based on Level 3 inputs using discounted cash flow analyses based on assumptions that management believes are consistent with market participant assumptions.

	September 30, 2014				June 30, 2014
	Carrying Value		Fair Value		Carrying Value		Fair Value
Senior Debt	$	590,942	$	597,661	$	532,350	$	548,046
Other debt obligations	3,443		2,994		3,584		3,114

Recent Accounting Pronouncements

In April 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360):  Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity ("ASU 2014-08").  This update raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures for discontinued operations as well as certain other disposals that do not meet the definition of a discontinued operation.  The guidance is effective for annual periods beginning on or after December 15, 2014, with early adoption permitted only for disposals that have not been previously reported.  The Company does not anticipate that the adoption of ASU 2014-08 will have a material impact on the Company's financial position, results of operations or cash flows.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in GAAP when it becomes effective. The new standard is effective July 1, 2017. Early adoption is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is currently in the process of evaluating the impact that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.

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Supplementary Balance Sheet Information, Accounts Payable and Accrued Liabilities (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Jun. 30, 2014
Accounts Payable and Accrued Liabilities [Abstract]
Trade payables	$ 67,857	$ 54,150
Other payables and accrued liabilities	9,836	8,125
Total accounts payable and accrued liabilities	$ 77,693	$ 62,275

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Income Taxes (Details) (USD $)	3 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Income Taxes [Abstract]
Income tax (benefit) expense	$ (1,986,000)	$ 701,000
Effective tax rate (in hundredths)	3.80%	(0.60%)
Tax expense, Canadian operations	1,100,000	700,000
One-time tax benefit due to restructuring	$ (3,100,000)
Federal blended statutory rate (in hundredths)	31.80%	32.00%

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Condensed Consolidated Balance Sheets (Unaudited) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Jun. 30, 2014
Current assets:
Cash and cash equivalents	$ 53,555	$ 56,020
Restricted cash	12,184	12,154
Receivables, net	36,623	40,408
Other current assets	64,470	60,789
Total current assets	166,832	169,371
Property, plant and equipment, net of accumulated depreciation of $389,601 and $388,729	566,915	490,138
Real estate held for development	150,607	152,949
Intangible assets, net of accumulated amortization of $58,895 and $59,015	65,096	58,521
Goodwill	109,128	94,609
Other long-term assets, net	78,471	145,882
Total assets	1,137,049	1,111,470
Current liabilities:
Accounts payable and accrued liabilities	77,693	62,275
Deferred revenue and deposits	81,328	55,248
Capital lease obligations due within one year	4,009	3,929
Long-term debt due within one year	7,194	6,644
Total current liabilities	170,224	128,096
Long-term capital lease obligations	35,420	35,597
Long-term debt	587,191	529,290
Other long-term liabilities	70,382	77,713
Total liabilities	863,217	770,696
Commitments and contingencies (Note 15)
Stockholders' equity:
Preferred stock, $0.01 par value; 300,000,000 shares authorized; 0 issued and outstanding at each of September 30, 2014 and June 30, 2014	0	0
Common stock, $0.01 par value; 2,000,000,000 shares authorized; 45,026,124 shares issued and outstanding at each of September 30, 2014 and June 30, 2014	450	450
Additional paid-in capital	2,894,696	2,894,072
Accumulated deficit	(2,802,142)	(2,751,167)
Accumulated other comprehensive income	180,289	197,743
Total stockholders' equity	273,293	341,098
Noncontrolling interest	539	(324)
Total equity	273,832	340,774
Total liabilities and equity	$ 1,137,049	$ 1,111,470

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Segment Information, Capital Expenditures (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Capital Expenditures:
Total capital expenditures	$ 15,148	$ 14,277
Reportable Segment [Member]
Capital Expenditures:
Total capital expenditures	13,513	12,747
Reportable Segment [Member] | Mountain [Member]
Capital Expenditures:
Total capital expenditures	12,199	10,311
Reportable Segment [Member] | Adventure [Member]
Capital Expenditures:
Total capital expenditures	1,227	2,308
Reportable Segment [Member] | Real Estate [Member]
Capital Expenditures:
Total capital expenditures	87	128
Corporate and Other [Member]
Capital Expenditures:
Total capital expenditures	$ 1,635	$ 1,530

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Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Operating activities:
Net loss	$ (50,098)	$ (121,578)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	14,586	13,145
Accrued interest on notes payable to affiliates	0	67,105
Funding of pension plans	(2,065)	(97)
Other non-cash expense, net	2,825	5,954
Changes in assets and liabilities, net of Blue Mountain acquisition:
Inventories	(2,698)	(6,150)
Real estate held for development	(17)	10,829
Accounts payable and accrued liabilities	7,484	11,677
Deferred revenue and deposits	21,939	23,636
Other assets and liabilities, net	8,234	(4,137)
Net cash provided by operating activities	190	384
Investing activities:
Capital expenditures	(15,148)	(14,277)
Acquisition of Blue Mountain, net of cash received	(41,485)	0
Other investing activities, net	(556)	(266)
Net cash used in investing activities	(57,189)	(14,543)
Financing activities:
Proceeds from issuance of long-term debt	59,925	0
Repayments of bank and other borrowings	(2,702)	(1,679)
Financing costs paid	(1,234)	0
Net cash provided by (used in) financing activities	55,989	(1,679)
Effect of exchange rate changes on cash	(1,455)	923
Decrease in cash and cash equivalents	(2,465)	(14,915)
Cash and cash equivalents, beginning of period	56,020	59,775
Cash and cash equivalents, end of period	53,555	44,860
Supplemental information:
Cash paid for interest	8,427	12,812
Non-cash investing and financing activities:
Property, plant and equipment financed by capital lease obligations	$ 107	$ 19,565

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Long-Term Debt, Long-Term Debt (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Sep. 30, 2014	Jun. 30, 2014
Debt Instrument [Line Items]
Long-term debt	$ 594,385	$ 535,934
Less: Long-term debt due within one year	7,194	6,644
Total long-term debt	587,191	529,290
Senior Debt [Member]
Debt Instrument [Line Items]
Long-term debt, maturity	2020
Long-term debt	590,942	532,350
Other Debt Obligations [Member]
Debt Instrument [Line Items]
Long-term debt	$ 3,443	$ 3,584
Other Debt Obligations [Member] | Minimum [Member]
Debt Instrument [Line Items]
Long-term debt, maturity	2015
Other Debt Obligations [Member] | Maximum [Member]
Debt Instrument [Line Items]
Long-term debt, maturity	2024

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Accumulated Other Comprehensive Income (Tables)

3 Months Ended

Sep. 30, 2014

Accumulated Other Comprehensive Income [Abstract]

Changes in accumulated other comprehensive income

The following table presents the changes in AOCI, by component, for the three months ended September 30, 2014 (in thousands):

	Three Months Ended September 30, 2014
Accumulated other comprehensive income, June 30, 2014	$	197,743
Other comprehensive income (loss):
Foreign currency translation adjustments	(17,672		)
Realized portion on cash flow hedge (net of tax of $0) (a)	420
Actuarial loss on pensions (net of tax of $0) (b)	(202		)
Accumulated other comprehensive income, September 30, 2014	$	180,289

(a) Amount reclassified out of AOCI is included in interest expense in the accompanying condensed consolidated statements of operations.

(b) For the three months ended September 30, 2014, $0.2 million was reclassified from AOCI and included in operating expenses in the accompanying condensed consolidated statements of operations.

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Long-Term Debt, Senior Debt and Other Obligations (Details) (USD $)			0 Months Ended	1 Months Ended	3 Months Ended	10 Months Ended		1 Months Ended	3 Months Ended					3 Months Ended
	Sep. 30, 2014	Jun. 30, 2014	Dec. 09, 2013 Senior Debt [Member]	Sep. 30, 2014 Term Loan [Member]	Sep. 30, 2014 Term Loan [Member]	Sep. 30, 2014 Term Loan [Member]	Dec. 09, 2013 Term Loan [Member]	Sep. 30, 2014 Term Loan [Member] Blue Mountain [Member]	Sep. 30, 2014 Term Loan [Member] LIBOR [Member]	Sep. 30, 2014 Term Loan [Member] Base Rate [Member]	Sep. 30, 2014 Revolver [Member]	Jun. 30, 2014 Revolver [Member]	Dec. 09, 2013 Revolver [Member]	Sep. 30, 2014 LC Facility [Member]	Jun. 30, 2014 LC Facility [Member]	Dec. 09, 2013 LC Facility [Member]	Sep. 30, 2014 Other Obligations [Member]
Debt Instrument [Line Items]
Term loan							$ 540,000,000
Maximum borrowing capacity													25,000,000			55,000,000
Proceeds from additional term loan				60,000,000
Additional term loan							40,000,000
Debt, maturity date					Dec. 09, 2020						Dec. 09, 2018			Dec. 09, 2018
Margin rate (in hundredths)					4.50%				4.50%	3.50%
Interest rate, description									LIBOR	Base Rate
Quarterly principal payment					1,500,000
Original issue discount percentage (in hundredths)						0.90%
Original issue discount						5,500,000
Unamortized original issue discount				4,900,000	4,900,000	4,900,000
Long-term deferred financing costs, net			16,900,000					1,200,000
Remaining unamortized costs	16,100,000	15,400,000
Percentage of outstanding amount (in hundredths)											30.00%
Fronting fees, basis point (in hundredths)														0.25%
Commitment fee, basis point (in hundredths)											0.375%			0.375%
Commitment fee, unutilized commitments (in hundredths)														15.00%
Letters of credit outstanding															47,500,000
Borrowings outstanding											$ 0	$ 0
Weighted average interest rate (in hundredths)																	5.30%

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Commitments and Contingencies (Tables)

3 Months Ended

Sep. 30, 2014

Commitments and Contingencies [Abstract]

Reimbursable government loans and forgivable grants

Reimbursable government loans and forgivable grants as of September 30, 2014 and June 30, 2014 in CAD and USD equivalent are as follows (in thousands):

	September 30, 2014				June 30, 2014
	CAD		USD Equivalent		CAD		USD Equivalent
Loans	$	2,358	$	2,105	$	2,358	$	2,210
Grants
Received	89,298		79,730		89,298		83,691
Future advances	31,421		28,054		31,421		29,448
Total grants	$	120,719	$	107,784	$	120,719	$	113,139

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Organization and Business

3 Months Ended

Sep. 30, 2014

Organization and Business [Abstract]

Organization and Business

1. Organization and Business

Formation of the Company

Intrawest Resorts Holdings, Inc. is a Delaware corporation that was formed on August 30, 2013, and had not, prior to the completion of the restructuring transactions in which it acquired substantially all of the assets, liabilities and operations of Intrawest Cayman L.P. (the "Partnership"), which is described below under “Restructuring”, conducted any activities other than those incident to its formation for the preparation of its initial public offering, which was consummated on February 5, 2014.

The Partnership was formed on February 22, 2007 as a holding company that operated through various subsidiaries primarily engaged in the operation of mountain resorts, adventure, and real estate businesses, principally throughout North America.

Unless the context suggests otherwise, references in the notes to condensed consolidated financial statements to the “Company”, “our”, “us”, or “we” refer to the Partnership its consolidated subsidiaries prior to the consummation of the restructuring transactions described below under “Restructuring” and to Intrawest Resorts Holdings, Inc. and its consolidated subsidiaries after the consummation of the restructuring transactions described below under “Restructuring”.

Business Operations

The Company conducts business through three reportable segments: Mountain, Adventure and Real Estate. The Mountain segment includes the Company's mountain resorts and lodging operations at Steamboat Ski & Resort and Winter Park Resort (“Winter Park”) in Colorado, Stratton Mountain Resort in Vermont, Snowshoe Mountain Resort in West Virginia, Mont Tremblant Resort (“Tremblant”) in Quebec, and a 50.0% equity interest in Blue Mountain Ski Resort (“Blue Mountain”) in Ontario prior to the Company's acquisition of the remaining 50.0% equity interest that the Company did not already own on September 19, 2014 ("Blue Mountain Acquisition"). The Mountain segment derives revenue mainly from sales of lift products, lodging, ski school services, retail and rental merchandise, food and beverage, and other ancillary services.

The Adventure segment includes Canadian Mountain Holidays (“CMH”), which provides heli-skiing, mountaineering and hiking at eleven lodges in British Columbia, Canada. In support of CMH’s operations, the Company owns a fleet of Bell helicopters that are also used in the off-season for fire suppression activities in the United States and Canada and other commercial uses. The Company's subsidiary, Alpine Aerotech L.P., provides helicopter maintenance, repair and overhaul services to the Company’s fleet of helicopters as well as to aircraft owned by unaffiliated third parties.

The Real Estate segment is comprised of and derives revenue from Intrawest Resort Club Group (“IRCG”), a vacation club business, Intrawest Hospitality Management, LLC, which principally manages condominium hotel properties in Maui, Hawaii and in Mammoth Lakes, California, and Playground, a residential real estate sales and marketing business, as well as the Company’s 50.0% interest in Mammoth Hospitality Management, LLC and 57.1% interest in Chateau M.T. Inc. The Real Estate segment is also comprised of ongoing real estate development activities and includes costs associated with these activities, including planning activities and land carrying costs. 

Restructuring

On December 9, 2013, the Company was party to a series of transactions in which the Partnership caused its indirect subsidiaries to contribute 100% of their equity interest in both Intrawest U.S. Holdings Inc., a Delaware corporation (“Intrawest U.S.”), and Intrawest ULC, an unlimited liability company organized under the laws of the Province of Alberta (“Intrawest ULC”), to an indirect subsidiary of the Company. Concurrently, $1.1 billion of notes payable to affiliates, including $0.7 billion of accrued and unpaid interest thereon, were exchanged for 42,999,900 shares of the Company's common stock (or 41,881,903 shares after giving effect to the 0.974-for-1 reverse stock split) and subsequently canceled. The Company's subsidiaries were released from all obligations, including guarantor obligations, in respect of an additional $355.6 million of notes payable to affiliates (the "Third Lien Loan"), including $145.6 million of accrued and unpaid interest thereon. These transactions are collectively referred to as the “Restructuring.” The consolidated statements of operations include interest expense related to the notes payable to affiliates of zero and $67.1 million for the three months ended September 30, 2014 and 2013, respectively.

The Restructuring was accounted for as a transaction among entities under common control as Intrawest Resorts Holdings, Inc. and the Partnership were, since August 30, 2013, and continue to be, under the common control of entities managed or controlled by Fortress Investment Group, LLC, (collectively “Fortress”). Intrawest Resorts Holdings, Inc. had no operations prior to the Restructuring. After the Restructuring and prior to the completion of the Company's initial public offering in February 2014, Fortress indirectly owned 100% of the voting and economic equity interests of the Company. The Company is the parent holding company of the businesses conducted by Intrawest U.S. and Intrawest ULC and their respective subsidiaries. Due to the entities being under common control, the assets, liabilities and equity contributed to the Company were recorded at their historical carrying values on the consolidated balance sheet. The consolidated statements of operations include the historical results of the Partnership combined with the results of the Company since the Restructuring. The European operations of the Partnership were not contributed to the Company in connection with the Restructuring. As a result of the Restructuring, the condensed consolidated balance sheet as of June 30, 2014 reflects the removal of approximately $4.1 million in total assets. In addition, the condensed consolidated balance sheet as of June 30, 2014 reflects an additional $1.5 billion of APIC related to the conversion of the $1.1 billion of affiliate debt and the removal of the principal balance and accrued and unpaid interest of the Third Lien Loan.

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Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Sep. 30, 2014	Jun. 30, 2014
Assets
Property, plant and equipment, accumulated depreciation	$ 389,601	$ 388,729
Intangible assets, accumulated amortization	$ 58,895	$ 59,015
Stockholders' equity:
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	300,000,000	300,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	2,000,000,000	2,000,000,000
Common stock, shares issued (in shares)	45,026,124	45,026,124
Common stock, shares outstanding (in shares)	45,026,124	45,026,124

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Significant Accounting Policies (Policies)

3 Months Ended

Sep. 30, 2014

Significant Accounting Policies [Abstract]

Basis of Presentation and Use of Estimates

Basis of Presentation and Use of Estimates

The condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). 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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Certain previously reported amounts have been reclassified to conform to the current period financial statement presentation.

Principles of Consolidation

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company, its majority-owned subsidiaries and all variable interest entities ("VIEs") for which the Company is the primary beneficiary. All significant intercompany transactions are eliminated in consolidation. Investments in which the Company does not have a controlling interest or is not the primary beneficiary, but over which the Company is able to exercise significant influence, are accounted for under the equity method. Under the equity method, the original cost of the investment is adjusted for the Company’s share of post-acquisition earnings or losses less distributions received.

In January 2013, the Canadian helicopter business was reorganized and Alpine Helicopters Inc. (“Alpine Helicopters”) in which the Company owns a 20.0% equity interest, was formed. Alpine Helicopters employs all the pilots that fly the helicopters in the CMH land tenures. Alpine Helicopters leases 100.0% of its helicopters from Intrawest ULC, a consolidated subsidiary of the Company, creating economic dependence and therefore giving Intrawest ULC a variable interest in Alpine Helicopters. Alpine Helicopters is a VIE for which the Company is the primary beneficiary and is consolidated in the accompanying financial statements. The remaining 80.0% equity interest in Alpine Helicopters is held by the employees of Alpine Helicopters and is reflected as a noncontrolling interest on the accompanying condensed consolidated financial statements. As of September 30, 2014, Alpine Helicopters had total assets of $10.0 million and total liabilities of $6.7 million.

On September 19, 2014 (the "Acquisition Date"), the Company acquired the remaining 50.0% equity interest in Blue Mountain that it did not already own from Blue Mountain Resorts Holdings Inc. (“Blue Mountain Holdings”) (see Part I - Item 1, Financial Statements (unaudited), see Note 8, "Blue Mountain Acquisition"). The accompanying condensed consolidated financial statements reflect the Company's equity method investment in Blue Mountain prior to the Blue Mountain Acquisition and the consolidated results for the period from the Acquisition Date through the fiscal quarter ended September 30, 2014.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The Company has various short term financial instruments, including cash and cash equivalents, receivables, accounts payable and accrued liabilities. The instruments’ book value approximates their fair value, or, in the case of notes receivable, their market comparable interest rates.

The fair value of the Senior Debt (as defined in Part I - Item 1, Financial Statements (unaudited), Note 5, “Long-Term Debt”) was estimated using quoted prices for the Company's instruments in markets that are not active and was considered a Level 2 measure.

The fair value of other debt obligations was estimated based on Level 3 inputs using discounted cash flow analyses based on assumptions that management believes are consistent with market participant assumptions.

	September 30, 2014				June 30, 2014
	Carrying Value		Fair Value		Carrying Value		Fair Value
Senior Debt	$	590,942	$	597,661	$	532,350	$	548,046
Other debt obligations	3,443		2,994		3,584		3,114

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In April 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360):  Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity ("ASU 2014-08").  This update raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures for discontinued operations as well as certain other disposals that do not meet the definition of a discontinued operation.  The guidance is effective for annual periods beginning on or after December 15, 2014, with early adoption permitted only for disposals that have not been previously reported.  The Company does not anticipate that the adoption of ASU 2014-08 will have a material impact on the Company's financial position, results of operations or cash flows.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in GAAP when it becomes effective. The new standard is effective July 1, 2017. Early adoption is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is currently in the process of evaluating the impact that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.

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Document and Entity Information	3 Months Ended
	Sep. 30, 2014	Nov. 07, 2014
Document and Entity Information [Abstract]
Entity Registrant Name	Intrawest Resorts Holdings, Inc.
Entity Central Index Key	0001587755
Current Fiscal Year End Date	--06-30
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		45,051,124
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q1
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2014

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Significant Accounting Policies (Tables)

3 Months Ended

Sep. 30, 2014

Significant Accounting Policies [Abstract]

Carrying value and fair value of financial instruments

	September 30, 2014				June 30, 2014
	Carrying Value		Fair Value		Carrying Value		Fair Value
Senior Debt	$	590,942	$	597,661	$	532,350	$	548,046
Other debt obligations	3,443		2,994		3,584		3,114

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Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Sep. 30, 2014		Sep. 30, 2013
Statements of Operations
Revenue	$ 74,373		$ 80,561
Operating expenses	98,076		104,196
Depreciation and amortization	14,586		13,145
Loss on remeasurement of equity method investments and disposal of other assets	1,625		397
Loss from operations	(39,914)		(37,177)
Interest expense, net	(9,614)		(81,937)
Loss from equity method investments	(2,251)	[1]	(1,591)	[1]
Other expense, net	(305)		(172)
Loss before income taxes	(52,084)		(120,877)
Income tax (benefit) expense	(1,986)		701
Net loss	(50,098)		(121,578)
Income attributable to noncontrolling interest	877		436
Net loss attributable to Intrawest Resorts Holdings, Inc.	(50,975)		(122,014)
Weighted average shares of common stock outstanding:
Basic and diluted (in shares)	45,026,124		41,882,000
Net loss attributable to Intrawest Resorts Holdings, Inc. per share:
Basic and diluted (in dollars per share)	$ (1.13)		$ (2.91)
Statements of Comprehensive Loss
Net loss	(50,098)		(121,578)
Other comprehensive (loss) income (net of tax of $0)	(17,468)		9,683
Comprehensive loss	(67,566)		(111,895)
Comprehensive income attributable to noncontrolling interest	863		424
Comprehensive loss attributable to Intrawest Resorts Holdings, Inc.	$ (68,429)		$ (112,319)

[1] Represents the losses from equity method investments, including: Chateau M.T. Inc., Mammoth Hospitality Management, LLC, MMSA Holdings, Inc., and Blue Mountain prior to the Blue Mountain Acquisition.

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Accumulated Other Comprehensive Income

3 Months Ended

Sep. 30, 2014

Accumulated Other Comprehensive Income [Abstract]

Accumulated Other Comprehensive Income

6. Accumulated Other Comprehensive Income

The following table presents the changes in AOCI, by component, for the three months ended September 30, 2014 (in thousands):

	Three Months Ended September 30, 2014
Accumulated other comprehensive income, June 30, 2014	$	197,743
Other comprehensive income (loss):
Foreign currency translation adjustments	(17,672		)
Realized portion on cash flow hedge (net of tax of $0) (a)	420
Actuarial loss on pensions (net of tax of $0) (b)	(202		)
Accumulated other comprehensive income, September 30, 2014	$	180,289

(a) Amount reclassified out of AOCI is included in interest expense in the accompanying condensed consolidated statements of operations.

(b) For the three months ended September 30, 2014, $0.2 million was reclassified from AOCI and included in operating expenses in the accompanying condensed consolidated statements of operations.

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Long-Term Debt

3 Months Ended

Sep. 30, 2014

Long-Term Debt [Abstract]

Long-Term Debt

5. Long-Term Debt

Long-term debt as of September 30, 2014 and June 30, 2014 consisted of the following (in thousands):

		September 30, 2014		Fiscal Year End June 30, 2014
	Maturity
Senior Debt	2020	$	590,942	$	532,350
Other debt obligations	2015-2024	3,443		3,584
Total		594,385		535,934
Less: Long-term debt due within one year		7,194		6,644
Total long-term debt		$	587,191	$	529,290

Senior Debt

In conjunction with the Restructuring on December 9, 2013, one of the Company’s subsidiaries, as borrower, and several of the Company's U.S. subsidiaries as guarantors, entered into a credit agreement (the “Credit Agreement”) with a syndicate of lenders, Goldman Sachs Bank USA, as issuing bank, and Goldman Sachs Lending Partners LLC, as administrative agent, providing for a $540.0 million term loan facility (the “Term Loan"), a $25.0 million senior secured first-lien revolving loan facility (the “Revolver”), and a $55.0 million senior secured first-lien letters of credit facility (the “LC Facility” and, together with the Term Loan and Revolver, collectively referred to herein as the “Senior Debt”). In September 2014, the Company borrowed an incremental $60.0 million under the Term Loan, primarily, to finance the Blue Mountain Acquisition described in Part I - Item 1, Financial Statements (unaudited), Note 8, "Blue Mountain Acquisition". The proceeds will also be used to pay certain fees, commissions and expenses related to the Blue Mountain Acquisition and for working capital. The incremental borrowing has the same terms and maturity date as the original Term Loan. The Company has the ability to increase the size of the Term Loan under certain circumstances by an aggregate amount of up to $40.0 million after giving effect to the incremental borrowing in connection with the Blue Mountain Acquisition, plus an additional amount, if any, such that, after giving effect to such additional amount, it does not exceed the borrower's total secured debt leverage ratio as required by the Credit Agreement.

The Term Loan has a maturity date of December 9, 2020. Borrowings under the Credit Agreement, including the Term Loan, LC Facility and Revolver bear interest, at the Company's option, at a rate equal to either an adjusted LIBOR rate or a base rate, in each case plus the applicable margin. The applicable margin for borrowings under the Credit Agreement is 4.5% for adjusted LIBOR loans or 3.5% for base rate loans. The applicable margin for borrowings under the LC Facility and Revolver may change depending on the Company's total secured debt leverage ratio, which may not exceed 4.5%. The Company's current applicable margin is 4.5%. The Term Loan currently bears interest based upon the LIBOR-based rate. The Credit Agreement requires quarterly principal payments in the amount of $1.5 million.

The net cash proceeds from the Term Loan were reduced by an original issue discount ("OID") of 0.9%, or $5.5 million, after giving effect to the Blue Mountain Acquisition. The OID is amortized using the effective interest method. There was $4.9 million of unamortized OID remaining as of September 30, 2014.

The Company capitalized $16.9 million and $1.2 million of deferred financing costs in connection with the Senior Debt and the Blue Mountain Acquisition, respectively, which is included in other long-term assets on the accompanying condensed consolidated balance sheets. These costs are amortized using the effective interest method. There was $16.1 million and $15.4 million of unamortized costs remaining as of September 30, 2014 and June 30, 2014, respectively.

The borrower's obligations under the Credit Agreement are supported by guarantees of substantially all of the Company's material U.S. subsidiaries. The guarantees are further collateralized by mortgages and other security interests in certain properties and assets held by U.S. subsidiaries of the Company. The collateral includes both general and specific assets.

The Credit Agreement provides for affirmative and negative covenants that the Company believes are usual and customary for a senior secured credit agreement. The negative covenants restrict, among other things, the ability of the Company's subsidiaries to incur indebtedness, dispose of property, or make investments or distributions. It also includes customary cross-default provisions with respect to certain other borrowings of the Company's subsidiaries. Additionally, the Credit Agreement requires the borrower to comply with a total secured debt leverage ratio to the extent that more than 30% of the Revolver is outstanding (including outstanding swingline loans and letters of credit) on the last day of each fiscal quarter. The Company was in compliance with the covenants of the Credit Agreement at September 30, 2014.

In addition to the Term Loan, the Credit Agreement provides for a $55.0 million LC Facility and a $25.0 million Revolver. The LC Facility and the Revolver each have a maturity date of December 9, 2018. The LC Facility includes fronting fees of 25 basis points, and a commitment fee of 37.5 basis points on the first 15% of unutilized commitments. There were $47.5 million of irrevocable standby letters of credit outstanding under the LC Facility at each of September 30, 2014 and June 30, 2014. The Revolver includes commitment fees of 37.5 basis points. There were no outstanding borrowings under the Revolver at either September 30, 2014 or June 30, 2014.

Other Obligations

Other obligations includes various lending agreements, including a government loan agreement and a bank loan related to employee housing. The weighted average interest rate for other obligations is 5.3%.

Maturities

Current maturities represent principal payments due in the next 12 months. As of September 30, 2014, the long-term debt aggregate maturities for the 12 month periods ended September 30 of each of the following years are set forth below (in thousands):

2015	$	7,194
2016	7,014
2017	6,346
2018	6,138
2019	6,144
Thereafter	566,406

Interest Expense

The Company recorded interest expense of $10.7 million and $83.6 million in the accompanying condensed consolidated statements of operations for the three months ended September 30, 2014 and 2013, respectively, of which $0.6 million and $1.0 million, respectively, was amortization of deferred financing costs.

In October 2006, the Company entered into interest rate swap contracts to minimize the impact of changes in interest rates on its cash flows for certain of the Company’s floating bank rates and other indebtedness. The outstanding swap contracts were terminated on October 11, 2008. The fair value of the swap contracts at October 11, 2008 was a liability of $111.4 million. The remaining terminated swap liability of $3.1 million as of September 30, 2014 is recorded in accumulated other comprehensive income ("AOCI") and will be recognized periodically through March 31, 2017 as an adjustment to interest expense. Approximately $1.4 million of deferred losses related to the terminated interest rate swaps will be amortized from AOCI into interest expense in the next 12 months. The portion included in interest expense in the condensed consolidated statements of operations for the three months ended September 30, 2014 and 2013 was $0.4 million and $1.6 million, respectively.

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Blue Mountain Acquisition (Tables)

3 Months Ended

Sep. 30, 2014

Blue Mountain Acquisition [Abstract]

Consideration transferred

The following table summarizes the consideration transferred to acquire Blue Mountain and the fair value of the Company's previously held equity interest (in thousands):

	September 19, 2014
Consideration transferred:
Cash paid for purchase price	$	51,786
Cash paid for working capital adjustment	3,007
Previously held equity interest:
Fair value of previously held equity interest on date of acquisition	54,793
Total consideration transferred	$	109,586

Net assets acquired

The following table shows the preliminary amounts recognized as of the Acquisition Date for each major class of assets acquired and liabilities assumed and the resulting purchase price allocation (in thousands):

	September 19, 2014
Assets acquired:
Cash and cash equivalents	$	13,308
Receivables	1,931
Other current assets	5,625
Property, plant and equipment	83,135
Intangibles	9,482
Goodwill	14,519
Other long-term assets	6
Total assets acquired	128,006
Liabilities assumed:
Accounts payable and accrued liabilities	13,366
Deferred revenue and deposits	5,054
Net identifiable assets acquired	$	109,586

Acquired identifiable intangible assets

Acquired identifiable intangible assets and their estimated useful life in years are as follows (in thousands):

	Purchase Price		Estimated Useful Life in Years
Intangible assets:
Trademarks and trade names	$	4,821	20
Customer relationships	4,661		4-6
Total intangible assets	$	9,482

Actual financial results since acquisition date

The following table shows the revenue and operating loss included in the Company's condensed consolidated statements of operations resulting from the Blue Mountain Acquisition since the Acquisition Date (in thousands):

	Three Months Ended September 30, 2014
Revenue	$	1,282
Net income attributable to Intrawest Resorts Holdings, Inc. (1)	$	2,419

(1) Net income attributable to the Company resulting from the Blue Mountain Acquisition includes a one-time $3.1 million tax benefit that was due to a restructuring that enabled the Company to utilize a portion of its Canadian deferred tax assets resulting in a corresponding release to the valuation allowance.

Pro forma information

The following unaudited pro forma consolidated results of operations have been prepared as if the Blue Mountain Acquisition occurred on July 1, 2013. The pro forma information does not necessarily reflect the actual results of operations had the Blue Mountain Acquisition been consummated at the beginning of the fiscal period indicated nor is it indicative of future operating results. The pro forma information does not include any adjustment for (i) potential revenue enhancements, cost synergies or other operating efficiencies that could result from the Blue Mountain Acquisition or (ii) transaction or integration costs related to the Blue Mountain Acquisition (in thousands, except per share data):

	Three Months Ended September 30,
	2014			2013
Revenue	$	87,050		$	94,440
Net loss attributable to Intrawest Resorts Holdings, Inc.	$	(51,288	)	$	(123,195	)
Net loss attributable to Intrawest Resorts Holdings, Inc. per share:
Basic and diluted	$	(1.14	)	$	(2.94	)

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Earnings (Loss) Per Share (Tables)

3 Months Ended

Sep. 30, 2014

Earnings (Loss) Per Share [Abstract]

Calculation of basic and diluted EPS

The calculation of basic and diluted EPS is presented below (in thousands, except per share data).

	Three Months Ended September 30,
	2014			2013
Net loss attributable to Intrawest Resorts Holdings, Inc.	$	(50,975	)	$	(122,014	)
Weighted average common shares outstanding	45,026			41,882
Basic and diluted EPS	$	(1.13	)	$	(2.91	)

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Commitments and Contingencies

3 Months Ended

Sep. 30, 2014

Commitments and Contingencies [Abstract]

Commitments and Contingencies

9. Commitments and Contingencies

Letters of Credit

There were $47.5 million of irrevocable standby letters of credit outstanding under the LC Facility at each of September 30, 2014 and June 30, 2014, mainly to secure the Company's commitments under the three closed noncontributory defined benefit pension plans covering certain of the Company's former executives and self-insurance claims. These outstanding letters of credit will expire in November 2018. Blue Mountain had $0.5 million of irrevocable standby letters of credit outstanding at September 30, 2014. The letters of credit expire at various times in 2015 and are primarily used to secure certain obligations for construction of a new conference center.

Legal

The Company and its subsidiaries are involved in various lawsuits arising in the ordinary course of business. In addition, the Company’s pre-2010 legacy real estate development activities, combined with the downward shift in real estate asset values that occurred in 2007 and 2008, resulted in claims being filed against the Company by owners and prospective purchasers of residences of the Company’s real estate developments. The Company was named as a defendant in lawsuits alleging construction defects at certain of the Company’s existing developments. In other lawsuits, purchasers are seeking rescission of real estate purchases and/or return of deposits paid on pre-construction purchase and sale agreements. These claims are related to alleged violations of state and federal laws that require providing purchasers with certain mandated disclosures.

The Company believes that it has adequate insurance coverage or has accrued for loss contingencies for all material matters in which it believes a loss is probable and the amount of the loss is reasonably estimable. Although the ultimate outcome of claims cannot be ascertained, current pending and threatened claims are not expected to have a material adverse effect, individually or in the aggregate, on the Company’s financial position, results of operations or cash flows.

Government Grants and Loans

The federal government of Canada and the provincial government of Quebec have granted financial assistance to certain subsidiaries of the Company in the form of reimbursable loans and forgivable grants for the construction of specified tourist facilities at Tremblant. The unamortized balance of forgivable government grants received are included in other long-term liabilities on the condensed consolidated balance sheets and recorded as a reduction in depreciation expense of the related fixed asset or a reduction in cost of sales for property under development at the time a sale is recognized.

Reimbursable government loans and forgivable grants as of September 30, 2014 and June 30, 2014 in CAD and USD equivalent are as follows (in thousands):

	September 30, 2014				June 30, 2014
	CAD		USD Equivalent		CAD		USD Equivalent
Loans	$	2,358	$	2,105	$	2,358	$	2,210
Grants
Received	89,298		79,730		89,298		83,691
Future advances	31,421		28,054		31,421		29,448
Total grants	$	120,719	$	107,784	$	120,719	$	113,139

Reimbursable government loans are included in long-term debt and long-term debt due within one year on the accompanying condensed consolidated balance sheets. The reimbursable government loans have a weighted average borrowing rate of 6.12%.

Capital Leases

Capital lease obligations are primarily for equipment except for the lease of Winter Park. In the first fiscal quarter of 2014, the Winter Park capital lease was modified to remove a floor on a payment obligation in exchange for other concessions resulting in a $19.6 million increase in the capital lease obligation and related capital lease assets due to a change in the present value of the future minimum lease payments. The Winter Park capital lease requires annual payments, a portion of which are contingent on future annual gross revenue levels. As such, the obligation associated with the contingent portion of the payments is not readily determinable and has not been recorded.

Amortization of assets under capital leases is included in depreciation and amortization expense in the accompanying condensed consolidated statements of operations. The capital leases have remaining terms ranging from 3 years to 38 years and have a weighted average interest rate of 10.0%.

Other

The Company holds forestry licenses and land leases with respect to certain of its resort operations. These leases expire at various times between 2015 and 2047 and provide for annual payments of approximately 2.0% of defined gross revenue. Payments for forestry licenses and land leases were $0.1 million for each of the three months ended September 30, 2014 and 2013.

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Income Taxes

3 Months Ended

Sep. 30, 2014

Income Taxes [Abstract]

Income Taxes

7. Income Taxes

The Company's quarterly provision for income taxes is calculated using an estimated annual effective tax rate for the period, adjusted for discrete items that occurred within the period presented.

The consolidated income tax provision attributable to the Company was a $2.0 million benefit for the three months ended September 30, 2014 and a $0.7 million expense for the three months ended September 30, 2013. These amounts represent an effective tax rate of 3.8% and (0.6)% for the three months ended September 30, 2014 and 2013, respectively. The net $2.0 million tax benefit for the three months ended September 30, 2014 is comprised of $1.1 million of tax expense related to taxable Canadian operations and a $3.1 million tax benefit. The one-time $3.1 million tax benefit was due to a restructuring, in association with the Blue Mountain Acquisition, that enabled the Company to utilize a portion of its Canadian deferred tax assets resulting in a corresponding release of the valuation allowance. The $0.7 million expense for the three months ended September 30, 2013 primarily relates to taxable Canadian operations. The effective tax rate for the three months ended September 30, 2014 and 2013 differs from the federal blended statutory rate of 31.8% and 32.0%, respectively, due to changes in recorded valuation allowances for entities in the United States and Canada.

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Blue Mountain Acquisition

3 Months Ended

Sep. 30, 2014

Blue Mountain Acquisition [Abstract]

Blue Mountain Acquisition

8.     Blue Mountain Acquisition

On September 19, 2014, the Company acquired the remaining 50.0% equity interest in Blue Mountain that the Company did not already own from Blue Mountain Resorts Holdings. Blue Mountain is a year-round resort, located in Ontario, approximately 90 miles northwest of Toronto. The Company financed the Blue Mountain Acquisition with incremental Term Loan proceeds and existing cash. The Company expects the Blue Mountain Acquisition to result in incremental cash flow. In connection with the Blue Mountain Acquisition, the shareholders’ agreement between the Company and Blue Mountain Holdings was terminated.

The Blue Mountain Acquisition was accounted for as a business combination. Costs related to the Blue Mountain Acquisition of approximately $0.5 million were expensed during the three months ended September 30, 2014 and were included within other expense, net in the accompanying condensed consolidated statements of operations.

Consideration Transferred

The following table summarizes the consideration transferred to acquire Blue Mountain and the fair value of the Company's previously held equity interest (in thousands):

	September 19, 2014
Consideration transferred:
Cash paid for purchase price	$	51,786
Cash paid for working capital adjustment	3,007
Previously held equity interest:
Fair value of previously held equity interest on date of acquisition	54,793
Total consideration transferred	$	109,586

Prior to the Blue Mountain Acquisition, the Company held a 50.0% equity interest in Blue Mountain. The guidance on accounting for business combinations requires that an acquirer remeasure its previously held equity interest in the acquiree at its acquisition date fair value and recognize the resulting gain or loss in earnings. The Company valued its previously held equity interest at $54.8 million, which was determined by management with the assistance of a third party valuation firm, based on information available at the acquisition date, current assumptions as to future operations and the per share value issued as of the date the Company obtained control. This valuation resulted in a loss of $1.4 million included within loss on disposal of equity method investments and other assets in the accompanying condensed consolidated statements of operations for the three months ended September 30, 2014.

Net Assets Acquired

The following table shows the preliminary amounts recognized as of the Acquisition Date for each major class of assets acquired and liabilities assumed and the resulting purchase price allocation (in thousands):

	September 19, 2014
Assets acquired:
Cash and cash equivalents	$	13,308
Receivables	1,931
Other current assets	5,625
Property, plant and equipment	83,135
Intangibles	9,482
Goodwill	14,519
Other long-term assets	6
Total assets acquired	128,006
Liabilities assumed:
Accounts payable and accrued liabilities	13,366
Deferred revenue and deposits	5,054
Net identifiable assets acquired	$	109,586

The assets acquired and liabilities assumed, as well as the results of operations from the date of the Blue Mountain Acquisition through the fiscal quarter ended September 30, 2014, are included within our Mountain segment. Once the Company completes its final determination of the fair market value of the assets and liabilities assumed, further adjustments and allocations may be recorded. Goodwill of $14.5 million is calculated as the excess of the purchase price paid over the net assets acquired. The goodwill recorded is primarily attributable to economies of scale, opportunities for synergies and any intangible assets that do not qualify for separate recognition. None of the goodwill is deductible for tax purposes.

Acquired identifiable intangible assets and their estimated useful life in years are as follows (in thousands):

	Purchase Price		Estimated Useful Life in Years
Intangible assets:
Trademarks and trade names	$	4,821	20
Customer relationships	4,661		4-6
Total intangible assets	$	9,482

Actual and Pro Forma Results

The following table shows the revenue and operating loss included in the Company's condensed consolidated statements of operations resulting from the Blue Mountain Acquisition since the Acquisition Date (in thousands):

	Three Months Ended September 30, 2014
Revenue	$	1,282
Net income attributable to Intrawest Resorts Holdings, Inc. (1)	$	2,419

(1) Net income attributable to the Company resulting from the Blue Mountain Acquisition includes a one-time $3.1 million tax benefit that was due to a restructuring that enabled the Company to utilize a portion of its Canadian deferred tax assets resulting in a corresponding release to the valuation allowance.

The following unaudited pro forma consolidated results of operations have been prepared as if the Blue Mountain Acquisition occurred on July 1, 2013. The pro forma information does not necessarily reflect the actual results of operations had the Blue Mountain Acquisition been consummated at the beginning of the fiscal period indicated nor is it indicative of future operating results. The pro forma information does not include any adjustment for (i) potential revenue enhancements, cost synergies or other operating efficiencies that could result from the Blue Mountain Acquisition or (ii) transaction or integration costs related to the Blue Mountain Acquisition (in thousands, except per share data):

	Three Months Ended September 30,
	2014			2013
Revenue	$	87,050		$	94,440
Net loss attributable to Intrawest Resorts Holdings, Inc.	$	(51,288	)	$	(123,195	)
Net loss attributable to Intrawest Resorts Holdings, Inc. per share:
Basic and diluted	$	(1.14	)	$	(2.94	)

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Segment Information

3 Months Ended

Sep. 30, 2014

Segment Information [Abstract]

Segment Information

10. Segment Information

The Company currently manages and reports operating results through three reportable segments: Mountain, Adventure and Real Estate. The Mountain segment includes the operations of the Company’s mountain resorts and related ancillary activities. The Mountain segment earns revenue from a variety of activities including lift revenue, lodging revenue, ski school revenue, retail and rental revenue, food and beverage revenue, and other revenue. The Adventure segment generates revenue from the sale of heli-skiing, mountaineering and hiking adventure packages, and ancillary services, such as fire suppression services, leasing, and maintenance, repair and overhaul of aircraft. The Real Estate segment includes a vacation club business, management of condominium hotel properties and real estate management, including marketing and sales activities, as well as ongoing real estate development activities.

Each of the Company’s reportable segments offers distinctly different products and services and requires different types of management focus. As such, these segments are managed separately. In deciding how to allocate resources and assess performance, the Company’s Chief Operating Decision Maker (“CODM”) regularly evaluates the performance of the Company's reportable segments on the basis of revenue and segment earnings, which are adjusted for certain items set forth in the reconciliation below, including interest, taxes, depreciation and amortization (“Adjusted EBITDA”). Total segment Adjusted EBITDA equals Adjusted EBITDA. The Company also evaluates segment Adjusted EBITDA as a key compensation measure. The compensation committee of the Company's board of directors determines the annual variable compensation for certain members of the management team based, in part, on Adjusted EBITDA or segment Adjusted EBITDA. Segment Adjusted EBITDA assists in comparing the segment performance over various reporting periods because it removes from the operating results the impact of items that the Company's management believes do not reflect the core operating performance.

The reportable segment measure of Adjusted EBITDA should not be considered an alternative to, or more meaningful than, net income (loss) or other measures of financial performance or liquidity derived in accordance with GAAP. Segment Adjusted EBITDA may not be comparable to similarly titled measures of other companies because other entities may not calculate segment Adjusted EBITDA in the same manner as the Company. The Company's definition of Adjusted EBITDA is generally consistent with the definition of Consolidated EBITDA in the Credit Agreement, except that the Company does not adjust for recurring public company costs and foreign currency translation adjustments related to operational activities.

The Company defines Adjusted EBITDA as net income (loss) attributable to Intrawest Resorts Holdings, Inc. before interest expense, net (excluding interest income earned from receivables related to IRCG operations), income tax benefit or expense and depreciation and amortization, further adjusted to exclude certain items, including, but not limited to: (i) impairments of goodwill, real estate and long-lived assets; (ii) gains and losses on asset dispositions; (iii) earnings and losses from equity method investments; (iv) gains and losses from disposal of equity method investments; (v) gains and losses on extinguishment of debt; (vi) other income or expense; (vii) earnings and losses attributable to noncontrolling interest; (viii) discontinued operations, net of tax; and (ix) other items, which include revenue and expenses of legacy and other non-core operations, restructuring charges and associated severance expenses, non-cash compensation and other items. For purposes of calculating Adjusted EBITDA, the Company also adds back to net income (loss) attributable to Intrawest Resorts Holdings, Inc., the pro rata share of Adjusted EBITDA related to equity method investments included within the reportable segments and removes from Adjusted EBITDA the Adjusted EBITDA attributable to noncontrolling interests for entities consolidated within the reportable segments. Asset information by segment, except for capital expenditures as shown in the table below, is not included in reports used by the CODM in monitoring of performance and, therefore, is not disclosed.

The following table presents consolidated revenue and net loss reconciled to segment Adjusted EBITDA, (in thousands):

	Three Months Ended September 30,
	2014		2013
Revenue:
Mountain
Lift (1)	$	3,287	$	3,194
Lodging	9,371		8,217
Ski School (2)	499		533
Retail and Rental	6,162		5,590
Food and Beverage	7,367		6,349
Other	9,627		9,422
Total Mountain revenue	36,313		33,305
Adventure revenue	22,614		22,617
Real Estate revenue	15,071		13,250
Total reportable segment revenue	73,998		69,172
Legacy, non-core and other revenue (3)	375		11,389
Total revenue	$	74,373	$	80,561

Net loss attributable to Intrawest Resorts Holdings, Inc.	$	(50,975	)	$	(122,014	)
Legacy and other non-core expenses, net (4)	982			3,536
Other operating expenses (5)	1,827			1,527
Depreciation and amortization	14,586			13,145
Loss on remeasurement of equity method investments and disposal of other assets	1,625			397
Interest income (6)	(54		)	(449		)
Interest expense on third party debt	10,726			16,464
Interest expense on notes payable to affiliates	—			67,105
Loss from equity method investments (7)	2,251			1,591
Pro rata share of Adjusted EBITDA related to equity method investments (8), (9)	982			1,067
Adjusted EBITDA attributable to noncontrolling interest	(1,258		)	(635		)
Other expense, net	305			172
Income tax (benefit) expense	(1,986		)	701
Income attributable to noncontrolling interest	877			436
Total segment Adjusted EBITDA	$	(20,112	)	$	(16,957	)
Mountain (8)	$	(23,994	)	$	(22,090	)
Adventure (10)	2,135			3,656
Real Estate (11)	1,747			1,477
Segment Adjusted EBITDA	$	(20,112	)	$	(16,957	)

(1) Lift revenue during the summer is derived from mountain biking and sightseeing lift products.

(2) Ski School revenue during the summer is derived from mountain bike instruction at various resorts.

(3) Legacy, non-core and other revenue represents legacy and other non-core operations that are not reviewed regularly by the CODM to assess performance and make decisions regarding the allocation of resources. It includes legacy real estate asset sales, non-core retail revenue and revenue from management of non-core commercial properties. Included in the three months ended September 30, 2013 was $10.9 million of revenue from sales of real estate held for development.

(4) Represents revenue and expenses of legacy and other non-core operations that are not reviewed regularly by the CODM to assess performance and make decisions regarding the allocation of resources. Revenue and expenses related to legacy and other non-core operations include retail operations not located at the Company’s properties and management of non-core commercial properties owned by third parties. It also includes legacy litigation consisting of claims for damages related to alleged construction defects, purported disclosure violations in real estate sales and marketing documents, and allegations that we failed to construct planned amenities.

(5) Includes costs related to the Company's initial public offering, non-cash compensation, reduction in workforce severance, lease payments pursuant to the lease at Winter Park and other expenses.

(6) Includes interest income unrelated to IRCG financing activities.

(7) Represents the losses from equity method investments, including: Chateau M.T. Inc., Mammoth Hospitality Management, LLC, MMSA Holdings, Inc., and Blue Mountain prior to the Blue Mountain Acquisition.

(8) Includes the Company’s pro rata share of Adjusted EBITDA from its equity method investment in Blue Mountain prior to the Blue Mountain Acquisition. The pro rata share of Adjusted EBITDA represents the share of Adjusted EBITDA from the equity method investment based on the Company’s economic ownership percentage.

(9) Includes the Company’s pro rata share of EBITDA from its equity method investments in Mammoth Hospitality Management, LLC and Chateau M.T. Inc. The pro rata share of Adjusted EBITDA represents the Company’s share of Adjusted EBITDA from these equity method investments based on the Company's economic ownership percentages.

(10) Adventure segment Adjusted EBITDA excludes Adjusted EBITDA attributable to noncontrolling interest.

(11) Real Estate segment Adjusted EBITDA includes interest income earned from receivables related to the IRCG operations, in the amount of $1.1 million and $1.2 million for the three months ended September 30, 2014 and 2013, respectively.

Capital Expenditures

The following table presents capital expenditures for our reportable segments, reconciled to consolidated amounts for the three months ended September 30, 2014 and 2013 (in thousands):

	Three Months Ended September 30,
	2014		2013
Capital expenditures:
Mountain	$	12,199	$	10,311
Adventure	1,227		2,308
Real Estate	87		128
Total segment capital expenditures	13,513		12,747
Corporate and other	1,635		1,530
Total capital expenditures	$	15,148	$	14,277

Geographic Data

The Company’s revenue by geographic region for the three months ended September 30, 2014 and 2013 consisted of the following (in thousands):

	Three Months Ended September 30,
	2014		2013
Revenue:
United States	$	36,945	$	38,483
Canada	37,428		42,078
Revenue	$	74,373	$	80,561

The Company’s long-lived assets by geographic region as of September 30, 2014 and June 30, 2014 consisted of the following (in thousands):

	September 30, 2014		Fiscal Year End June 30, 2014
Long-lived assets:
United States	$	534,311	$	529,796
Canada	357,435		266,421
Long-lived assets	$	891,746	$	796,217

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Supplementary Balance Sheet Information, Other Long-Term Liabilities (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Jun. 30, 2014
Other Long-Term Liabilities [Abstract]
Pension liability, net of funded assets	$ 36,047	$ 39,098
Forgivable government grants	10,687	11,460
Deferred revenue and deposits	6,750	8,267
Other long-term liabilities	16,898	18,888
Total other long-term liabilities	$ 70,382	$ 77,713

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Long-Term Debt (Tables)

3 Months Ended

Sep. 30, 2014

Long-Term Debt [Abstract]

Long-term debt

Long-term debt as of September 30, 2014 and June 30, 2014 consisted of the following (in thousands):

		September 30, 2014		Fiscal Year End June 30, 2014
	Maturity
Senior Debt	2020	$	590,942	$	532,350
Other debt obligations	2015-2024	3,443		3,584
Total		594,385		535,934
Less: Long-term debt due within one year		7,194		6,644
Total long-term debt		$	587,191	$	529,290

Long-term debt aggregate maturities

Current maturities represent principal payments due in the next 12 months. As of September 30, 2014, the long-term debt aggregate maturities for the 12 month periods ended September 30 of each of the following years are set forth below (in thousands):

2015	$	7,194
2016	7,014
2017	6,346
2018	6,138
2019	6,144
Thereafter	566,406

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Organization and Business (Details) (USD $)	3 Months Ended		0 Months Ended			1 Months Ended		3 Months Ended				1 Months Ended
	Sep. 30, 2014 Segment	Sep. 30, 2013	Dec. 09, 2013 Restructuring [Member]	Jun. 30, 2014 Restructuring [Member]	Dec. 09, 2013 Restructuring [Member]	Feb. 28, 2014 Fortress [Member] Restructuring [Member]	Dec. 09, 2013 Third Lien Loan [Member] Restructuring [Member]	Sep. 30, 2014 British Columbia [Member] Lodge	Sep. 19, 2014 Blue Mountain [Member]	Sep. 30, 2014 Mammoth Hospitality Management, LLC [Member]	Sep. 30, 2014 Chateau M.T. Inc [Member]	Feb. 28, 2014 Intrawest U.S. and Intrawest ULC [Member] Restructuring [Member]
Business Operations [Abstract]
Number of reportable segments	3
Original ownership percentage (in hundredths)									50.00%
Ownership percentage (in hundredths)									50.00%	50.00%	57.10%
Number of lodges								11
Restructuring [Abstract]
Percentage of equity interests (in hundredths)						100.00%						100.00%
Notes payable to affiliates					$ 1,100,000,000
Accrued and unpaid interest included in notes payable to affiliates					700,000,000
Number of shares of common stock in exchange for acquisition (in shares)			42,999,900
Number of shares of common stock issued (in shares)			41,881,903
Reverse stock split, conversion ratio			0.974
Additional notes payable to affiliates identified as released portion from all obligation							355,600,000
Accrued and unpaid interest included in additional notes payable to affiliates							145,600,000
Interest expense related to the non-contributed notes payable to affiliates	0	67,100,000
Effect of restructuring activity on assets				4,100,000
Conversion of affiliate debt and removal of the Third Lien Loan				$ 1,500,000,000

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Blue Mountain Acquisition (Details) (USD $)	3 Months Ended		0 Months Ended	3 Months Ended				0 Months Ended	3 Months Ended	0 Months Ended	3 Months Ended
	Sep. 30, 2014	Jun. 30, 2014	Sep. 19, 2014 Blue Mountain [Member]	Sep. 30, 2014 Blue Mountain [Member] mi		Sep. 30, 2013 Blue Mountain [Member]	Sep. 19, 2014 Blue Mountain [Member]	Sep. 19, 2014 Blue Mountain [Member] Trademarks and Trade Names [Member]	Sep. 30, 2014 Blue Mountain [Member] Trademarks and Trade Names [Member]	Sep. 19, 2014 Blue Mountain [Member] Customer Relationships [Member]	Sep. 30, 2014 Blue Mountain [Member] Customer Relationships [Member] Minimum [Member]	Sep. 30, 2014 Blue Mountain [Member] Customer Relationships [Member] Maximum [Member]
Business Acquisition [Line Items]
Additional ownership percentage acquired (in hundredths)							50.00%
Distance of ski resort from Greater Toronto area				90
Costs related to the acquisition				$ 500,000
Consideration transferred [Abstract]
Cash paid for purchase price			51,786,000
Cash paid for working capital adjustment			3,007,000
Fair value of previously held equity interest on date of acquisition			54,793,000
Total consideration transferred			109,586,000
Original ownership percentage (in hundredths)							50.00%
Loss on disposal of equity method investments				(1,400,000)
Assets acquired [Abstract]
Cash and cash equivalents							13,308,000
Receivables							1,931,000
Other current assets							5,625,000
Property, plant and equipment							83,135,000
Intangibles							9,482,000
Goodwill	109,128,000	94,609,000					14,519,000
Other long-term assets							6,000
Total assets acquired							128,006,000
Liabilities assumed [Abstract]
Accounts payable and accrued liabilities							13,366,000
Deferred revenue and deposits							5,054,000
Net identifiable assets acquired							109,586,000
Acquired identifiable intangible assets [Abstract]
Purchase price			9,482,000					4,821,000		4,661,000
Estimated useful life in years									20 years		4 years	6 years
Actual and Pro Forma Results [Abstract]
Revenue				1,282,000
Net income attributable to Intrawest Resorts Holdings, Inc.				2,419,000	[1]
One-time tax benefit due to restructuring	(3,100,000)			(3,100,000)
Revenue				87,050,000		94,440,000
Net loss attributable to Intrawest Resorts Holdings, Inc.				$ (51,288,000)		$ (123,195,000)
Basic and diluted net loss attributable to Intrawest Resorts Holdings, Inc. per share (in dollars per share)				$ (1.14)		$ (2.94)

[1] Net income attributable to the Company resulting from the Blue Mountain Acquisition includes a one-time $3.1 million tax benefit that was due to a restructuring that enabled the Company to utilize a portion of its Canadian deferred tax assets resulting in a corresponding release to the valuation allowance.

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Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Statements of Comprehensive Loss
Other comprehensive (loss) income, tax	$ 0	$ 0

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Supplementary Balance Sheet Information

3 Months Ended

Sep. 30, 2014

Supplementary Balance Sheet Information [Abstract]

Supplementary Balance Sheet Information

4.    Supplementary Balance Sheet Information

Receivables

Current receivables as of September 30, 2014 and June 30, 2014 consisted of the following (in thousands):

	September 30, 2014			Fiscal Year End June 30, 2014
Trade receivables	$	34,573		$	37,988
Loans, mortgages and notes receivable	6,329			6,603
Allowance for doubtful accounts	(4,279		)	(4,183		)
Total receivables	$	36,623		$	40,408

Other current assets

Other current assets as of September 30, 2014 and June 30, 2014 consisted of the following (in thousands):

	September 30, 2014		Fiscal Year End June 30, 2014
Inventories	$	41,272	$	37,282
Capital spares	11,446		11,160
Prepaid expenses	9,403		8,469
Prepaid insurance	2,252		3,721
Other assets	97		157
Total other current assets	$	64,470	$	60,789

Other long-term assets

Other long-term assets as of September 30, 2014 and June 30, 2014 consisted of the following (in thousands):

	September 30, 2014			Fiscal Year End June 30, 2014
Equity method investments	$	24,048		$	87,282
Receivables	33,859			36,406
Long-term deferred financing costs, net	16,856			16,208
Other long-term assets	5,989			8,428
Allowance for doubtful accounts	(2,281		)	(2,442		)
Total other long-term assets	$	78,471		$	145,882

Accounts payable and accrued liabilities

Accounts payable and accrued liabilities as of September 30, 2014 and June 30, 2014 consisted of the following (in thousands):

	September 30, 2014		Fiscal Year End June 30, 2014
Trade payables	$	67,857	$	54,150
Other payables and accrued liabilities	9,836		8,125
Total accounts payable and accrued liabilities	$	77,693	$	62,275

Current deferred revenue and deposits

Current deferred revenue and deposits as of September 30, 2014 and June 30, 2014 consisted of the following (in thousands):

	September 30, 2014		Fiscal Year End June 30, 2014
Season pass and other deferred revenue	$	58,441	$	31,764
Lodging and tour deposits	16,136		15,171
Deposits on real estate sales	6,751		8,313
Total current deferred revenue and deposits	$	81,328	$	55,248

Other long-term liabilities

Other long-term liabilities as of September 30, 2014 and June 30, 2014 consisted of the following (in thousands):

	September 30, 2014		Fiscal Year End June 30, 2014
Pension liability, net of funded assets	$	36,047	$	39,098
Forgivable government grants	10,687		11,460
Deferred revenue and deposits	6,750		8,267
Other long-term liabilities	16,898		18,888
Total other long-term liabilities	$	70,382	$	77,713

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Significant Accounting Policies (Details) (USD $) In Thousands, unless otherwise specified											3 Months Ended
	Sep. 30, 2014	Jun. 30, 2014	Sep. 30, 2014 Carrying Value [Member] Senior Debt [Member]	Jun. 30, 2014 Carrying Value [Member] Senior Debt [Member]	Sep. 30, 2014 Carrying Value [Member] Other Debt Obligations [Member]	Jun. 30, 2014 Carrying Value [Member] Other Debt Obligations [Member]	Sep. 30, 2014 Fair Value [Member] Senior Debt [Member]	Jun. 30, 2014 Fair Value [Member] Senior Debt [Member]	Sep. 30, 2014 Fair Value [Member] Other Debt Obligations [Member]	Jun. 30, 2014 Fair Value [Member] Other Debt Obligations [Member]	Sep. 30, 2014 Alpine Helicopters [Member]	Sep. 19, 2014 Blue Mountain Ski Resort [Member]
Principles of Consolidation [Abstract]
Percentage of equity interest reorganization of business (in hundredths)											20.00%
Percentage of leased helicopters (in hundredths)											100.00%
Equity interest percentage held by employee (in hundredths)											80.00%
Total assets	$ 1,137,049	$ 1,111,470									$ 10,000
Total liabilities	863,217	770,696									6,700
Receivables [Abstract]
Additional ownership percentage acquired (in hundredths)												50.00%
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt			$ 590,942	$ 532,350	$ 3,443	$ 3,584	$ 597,661	$ 548,046	$ 2,994	$ 3,114

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Long-Term Debt, Interest Expense (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended				3 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014 Interest Rate Swap [Member]	Oct. 11, 2008 Interest Rate Swap [Member]	Sep. 30, 2014 Interest Rate Swap [Member] Reclassification from AOCI [Member]	Sep. 30, 2013 Interest Rate Swap [Member] Reclassification from AOCI [Member]
Debt Instrument [Line Items]
Interest expense	$ 10.7	$ 83.6			$ 0.4	$ 1.6
Amortization of deferred financing costs	0.6	1.0
Fair value of swap contracts on conversion			3.1	111.4
Deferred losses to be amortized from AOCI into interest expense			$ 1.4

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Supplementary Balance Sheet Information (Tables)

3 Months Ended

Sep. 30, 2014

Supplementary Balance Sheet Information [Abstract]

Current receivables

Current receivables as of September 30, 2014 and June 30, 2014 consisted of the following (in thousands):

	September 30, 2014			Fiscal Year End June 30, 2014
Trade receivables	$	34,573		$	37,988
Loans, mortgages and notes receivable	6,329			6,603
Allowance for doubtful accounts	(4,279		)	(4,183		)
Total receivables	$	36,623		$	40,408

Other current assets

Other current assets as of September 30, 2014 and June 30, 2014 consisted of the following (in thousands):

	September 30, 2014		Fiscal Year End June 30, 2014
Inventories	$	41,272	$	37,282
Capital spares	11,446		11,160
Prepaid expenses	9,403		8,469
Prepaid insurance	2,252		3,721
Other assets	97		157
Total other current assets	$	64,470	$	60,789

Other long-term assets

Other long-term assets as of September 30, 2014 and June 30, 2014 consisted of the following (in thousands):

	September 30, 2014			Fiscal Year End June 30, 2014
Equity method investments	$	24,048		$	87,282
Receivables	33,859			36,406
Long-term deferred financing costs, net	16,856			16,208
Other long-term assets	5,989			8,428
Allowance for doubtful accounts	(2,281		)	(2,442		)
Total other long-term assets	$	78,471		$	145,882

Accounts payable and accrued liabilities

Accounts payable and accrued liabilities as of September 30, 2014 and June 30, 2014 consisted of the following (in thousands):

	September 30, 2014		Fiscal Year End June 30, 2014
Trade payables	$	67,857	$	54,150
Other payables and accrued liabilities	9,836		8,125
Total accounts payable and accrued liabilities	$	77,693	$	62,275

Current deferred revenue and deposits

Current deferred revenue and deposits as of September 30, 2014 and June 30, 2014 consisted of the following (in thousands):

	September 30, 2014		Fiscal Year End June 30, 2014
Season pass and other deferred revenue	$	58,441	$	31,764
Lodging and tour deposits	16,136		15,171
Deposits on real estate sales	6,751		8,313
Total current deferred revenue and deposits	$	81,328	$	55,248

Other long-term liabilities

Other long-term liabilities as of September 30, 2014 and June 30, 2014 consisted of the following (in thousands):

	September 30, 2014		Fiscal Year End June 30, 2014
Pension liability, net of funded assets	$	36,047	$	39,098
Forgivable government grants	10,687		11,460
Deferred revenue and deposits	6,750		8,267
Other long-term liabilities	16,898		18,888
Total other long-term liabilities	$	70,382	$	77,713