10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q

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

For the quarterly period ended December 31, 2013

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

For the transition period from              to              

Commission File Number: 001-36286

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.    o  Yes    x  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    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 March 17, 2014, 45,032,000 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 June 30, 2013 and December 31, 2013	3
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended December 31, 2012 and 2013	4
	Condensed Consolidated Statements of Comprehensive Loss for the Three and Six Months Ended December 31, 2012 and 2013	5
	Condensed Consolidated Statements of Equity for the Six Months Ended December 31, 2012 and 2013	6
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2012 and 2013	7
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	52
Item 4.	Controls and Procedures	52
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	53
Item 1A.	Risk Factors	53
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	53
Item 3.	Defaults Upon Senior Securities	54
Item 4.	Mine Safety Disclosures	55
Item 5.	Other Information	55
Item 6.	Exhibits	55
SIGNATURES

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; increased competition; regulatory risks; our operational reliance on major equipment; risks associated with our acquisition strategy; Steamboat’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; currency risks; adverse consequences of current or future legal claims; loss of key personnel; our ability to monetize real estate assets; a partial or complete loss of Alpine Helicopters’ services; the effects of climate change; our ability to successfully remediate the material weakness in our internal control over financial reporting; risks associated with Fortress’s ownership of a majority of our outstanding common stock and other risks described under the caption “Risk Factors” in our prospectus (“Prospectus”) filed with the Securities and Exchange Commission (“SEC”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on January 31, 2014, which are incorporated by reference into Part II-Item 1A, “Risk Factors” in this Quarterly Report on Form 10-Q. 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 unit and share data)

(Unaudited)

	Fiscal Year End June 30, 2013			December 31, 2013
Assets
Current assets:
Cash and cash equivalents	$	59,775		$	42,014
Restricted cash		13,685			21,140
Receivables, net of allowances of $8,333 and $7,808		38,298			41,587
Inventories		29,151			40,855
Prepaid expenses and other assets		20,838			25,790
Total current assets		161,747			171,386
Receivables, net of allowances of $6,264 and $5,854		37,779			33,793
Amounts due from related parties		6,262			—
Property, plant and equipment, net of accumulated depreciation of $347,364 and $361,642		475,856			501,094
Real estate held for development		164,916			153,096
Deferred charges and other		28,584			27,212
Equity method investments		86,344			82,536
Intangible assets, net		65,503			61,880
Goodwill		94,609			94,609
Total assets	$	1,121,600		$	1,125,606
Liabilities and Equity
Current liabilities:
Accounts payable and accrued liabilities	$	62,196		$	88,677
Deferred revenue and deposits		52,110			122,810
Long-term debt due within one year		8,201			10,560
Total current liabilities		122,507			222,047
Deferred revenue and deposits		22,115			21,468
Long-term debt		580,662			568,718
Notes payable to affiliates		1,358,695			—
Other long-term liabilities		56,367			54,642
Total liabilities		2,140,346			866,875
Commitments and contingencies (Note 13)
Partner’s deficit:
Partnership units, unlimited number authorized
General partner: 0 units outstanding at June 30, 2013		—			—
Limited partners: 1,352,253 units outstanding at June 30, 2013		(1,166,797	)		—
Stockholders’ equity:
Preferred stock, $0.01 par value; 300,000,000 shares authorized; 0 issued and outstanding at December 31, 2013		—			—
Common stock, $0.01 par value; 2,000,000,000 shares authorized; 41,882,000 shares issued and outstanding at December 31, 2013		—			419
Additional paid-in capital		—			2,864,320
Retained deficit		—			(2,805,726	)
Accumulated other comprehensive income		148,805			201,109
Total partner’s (deficit)/ stockholders’ equity		(1,017,992	)		260,122
Noncontrolling interest		(754	)		(1,391	)
Total (deficit) equity		(1,018,746	)		258,731
Total liabilities and equity	$	1,121,600		$	1,125,606

See accompanying notes to condensed consolidated financial statements.

3

INTRAWEST RESORTS HOLDINGS, INC.

Condensed Consolidated Statements of Operations

(In thousands, except share data)

(Unaudited)

	Three Months Ended December 31,						Six Months Ended December 31,
	2012			2013			2012			2013
Revenue	$	104,269		$	102,106		$	183,464		$	182,667
Operating expenses		109,038			106,726			210,217			210,922
Depreciation and amortization		15,007			13,998			29,660			27,143
(Gain) loss on disposal of assets		(214	)		23			996			(213	)
Impairment of real estate		—			—			62			633
Loss from operations		(19,562	)		(18,641	)		(57,471	)		(55,818	)
Interest income		1,580			2,090			3,217			3,722
Interest expense on third party debt		(31,427	)		(15,160	)		(66,433	)		(31,624	)
Interest expense on notes payable to affiliates		(58,197	)		(52,753	)		(113,568	)		(119,858	)
Loss from equity method investments		(10,842	)		(1,952	)		(10,933	)		(3,543	)
Gain on disposal of equity method investments		18,923			—			18,923			—
Loss on extinguishment of debt		(11,152	)		(35,480	)		(11,152	)		(35,480	)
Other income (expense), net		696			(715	)		1,098			(887	)
Loss before income taxes		(109,981	)		(122,611	)		(236,319	)		(243,488	)
Income tax (benefit) expense		(630	)		(404	)		342			297
Net loss		(109,351	)		(122,207	)		(236,661	)		(243,785	)
Loss attributable to noncontrolling interest		374			1,090			408			654
Net loss attributable to Intrawest Resorts Holdings, Inc.	$	(108,977	)	$	(121,117	)	$	(236,253	)	$	(243,131	)
Weighted average shares of common stock outstanding, basic and diluted		41,882,000			41,882,000			41,882,000			41,882,000
Net loss attributable to Intrawest Resorts Holdings, Inc. per share, basic and diluted	$	(2.60	)	$	(2.89	)	$	(5.64	)	$	(5.81	)

See accompanying notes to condensed consolidated financial statements.

4

INTRAWEST RESORTS HOLDINGS, INC.

Condensed Consolidated Statements of Comprehensive Loss

(In thousands)

(Unaudited)

	Three Months Ended December 31,						Six Months Ended December 31,
	2012			2013			2012			2013
Net loss	$	(109,351	)	$	(122,207	)	$	(236,661	)	$	(243,785	)
Foreign currency translation adjustments		(5,209	)		(10,972	)		13,535			(2,747	)
Realized portion on cash flow hedge (net of tax of $0)		1,132			1,082			2,102			2,683
Actuarial gain (loss) on pensions (net of tax of $0)		74			(142	)		(141	)		(285	)
Comprehensive loss		(113,354	)		(132,239	)		(221,165	)		(244,134	)
Comprehensive loss attributable to noncontrolling interest		373			1,061			409			637
Comprehensive loss attributable to Intrawest Resorts Holdings, Inc.	$	(112,981	)	$	(131,178	)	$	(220,756	)	$	(243,497	)

See accompanying notes to condensed consolidated financial statements.

5

INTRAWEST RESORTS HOLDINGS, INC.

Condensed Consolidated Statements of Equity

(In thousands)

(Unaudited)

	Partnership					Intrawest Resorts Holdings, Inc.									Accumulated Other
	General		Limited			Common Stock				Additional		Retained			Comprehensive			Noncontrolling
	Partner		Partners			Shares		Amount		Paid-in Capital		Deficit			Income			Interest			Total
Balance, June 30, 2012	$	—	$	(877,879	)		—	$	—	$	—	$	—		$	153,598		$	—		$	(724,281	)
Net loss		—		(236,253	)		—		—		—		—			—			(408	)		(236,661	)
Other comprehensive income (loss):
Foreign currency translation adjustments		—		—			—		—		—		—			13,536			(1	)		13,535
Realized portion on cash flow hedge (net of tax of $0)		—		—			—		—		—		—			2,102			—			2,102
Actuarial loss on pensions (net of tax of $0)		—		—			—		—		—		—			(141	)		—			(141	)
Contribution from affiliates		—		2,667			—		—		—		—			—			—			2,667
Unit-based compensation		—		317			—		—		—		—			—			—			317
Cash settlement of unit-based compensation		—		(15	)		—		—		—		—			—			—			(15	)
Balance, December 31, 2012	$	—	$	(1,111,163	)		—	$	—	$	—	$	—		$	169,095		$	(409	)	$	(942,477	)
Balance, June 30, 2013	$	—	$	(1,166,797	)		—	$	—	$	—	$	—		$	148,805		$	(754	)	$	(1,018,746	)
Net loss attributable from July 1, 2013 through December 8, 2013		—		(224,288	)		—		—		—		—			—			(577	)		(224,865	)
Contribution from affiliates		—		1,675			—		—		—		—			—						1,675
Restructuring transactions on December 9, 2013 (Note 1)		—		1,389,410			41,882		419		2,864,320		(2,786,883	)		52,670			—			1,519,936
Net loss attributable from December 9, 2013 through December 31, 2013		—		—			—		—		—		(18,843	)		—			(77	)		(18,920	)
Other comprehensive income (loss):
Foreign currency translation adjustments		—		—			—		—		—		—			(2,764	)		17			(2,747	)
Realized portion on cash flow hedge (net of tax of $0)		—		—			—		—		—		—			2,683			—			2,683
Actuarial loss on pensions (net of tax of $0)		—		—			—		—		—		—			(285	)		—			(285	)
Balance, December 31, 2013	$	—	$	—			41,882	$	419	$	2,864,320	$	(2,805,726	)	$	201,109		$	(1,391	)	$	258,731

See accompanying notes to condensed consolidated financial statements.

6

INTRAWEST RESORTS HOLDINGS, INC.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Six Months Ended December 31,
	2012			2013
Cash provided by (used in):
Operating activities:
Net loss	$	(236,661	)	$	(243,785	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		29,660			27,143
Loss from equity method investments		10,933			3,543
Distributions of earnings from equity method investments		4,843			26
Provision for doubtful accounts		1,428			1,218
Loss on extinguishment of debt		11,152			35,480
Amortization of deferred financing costs		2,838			2,026
Realized portion on cash flow hedge		2,102			2,683
Amortization of facility fee and discount		19,124			1,629
Gain on disposal of equity method investments and assets		(18,545	)		(167	)
Accrued interest on notes payable to affiliates		113,568			119,858
Other items, net		64			465
Changes in assets and liabilities:
Restricted cash		(6,253	)		(7,461	)
Receivables		(1,380	)		(914	)
Inventories		(5,912	)		(11,889	)
Prepaid expenses and other assets		(3,591	)		(6,432	)
Real estate held for development		3,202			10,775
Accounts payable and accrued liabilities		38,234			27,748
Deferred revenue and deposits		71,946			70,478
Net cash provided by operating activities		36,752			32,424
Investing activities:
Capital expenditures		(21,165	)		(32,910	)
Contributions to equity method investments		(43	)		(571	)
Proceeds from the sale of equity method investments		117,868			—
Proceeds from the sale of assets		767			145
Net cash provided by (used in) investing activities		97,427			(33,336	)

See accompanying notes to condensed consolidated financial statements.

7

INTRAWEST RESORTS HOLDINGS, INC.

Condensed Consolidated Statements of Cash Flows (Continued)

(In thousands)

(Unaudited)

	Six Months Ended December 31,
	2012			2013
Financing activities:
Proceeds from issuance of long-term debt		565,125			534,600
Proceeds from restricted cash		60,656			—
Repayments of bank and other borrowings		(734,164	)		(582,725	)
Financing costs paid		(19,727	)		(17,985	)
Contributions from affiliates		2,667			49,984
Net cash used in financing activities		(125,443	)		(16,126	)
Effect of exchange rate changes on cash		565			(723	)
Increase (decrease) in cash and cash equivalents		9,301			(17,761	)
Cash and cash equivalents, beginning of period		46,908			59,775
Cash and cash equivalents, end of period	$	56,209		$	42,014
Supplemental information:
Cash paid for interest	$	27,136		$	21,565
Non-cash investing and financing activities
Property, plant and equipment financed by capital lease obligations	$	—		$	19,565
Exchange of Tranche B Term Loans and Affiliate Loans for equity	$	—		$	1,471,627

See accompanying notes to condensed consolidated financial statements.

8

INTRAWEST RESORTS HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

Three and Six Months Ended December 31, 2012 and 2013

(Unaudited)

1. Formation 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 described below under “Restructuring”, conducted any activities other than those incident to its formation for the preparation of its initial public offering.

Intrawest Cayman L.P. (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. The subsidiaries of the Partnership held substantially all of the historical assets and liabilities that were contributed pursuant to the restructuring transactions described below under “Restructuring”.

Unless the context suggests otherwise, references in the condensed consolidated financial statements to the “Company”, “IRHI”, “our”, “us”, or “we” refer to the Partnership and 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 our mountain resorts and lodging operations at Steamboat Ski & Resort (“Steamboat”) and Winter Park Resort (“Winter Park”) in Colorado, Stratton Mountain Resort (“Stratton”) in Vermont, Snowshoe Mountain Resort (“Snowshoe”) in West Virginia, Mont Tremblant Resort (“Tremblant”) in Quebec, and a 50% interest in Blue Mountain Ski Resort (“Blue Mountain”) in Ontario. The Mountain segment derives revenue mainly from sales of lift pass products, lodging management, 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 11 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 in the United States and Canada and other commercial uses. Alpine Aerotech Ltd. 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 (“IHM”), which manages condominium hotel properties in Maui, Hawaii and in Mammoth Lakes, California, and Playground, a residential real estate sales and marketing business. 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. The Company’s business is seasonal in nature generating the highest revenue in the third fiscal quarter.

9

INTRAWEST RESORTS HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

Three and Six Months Ended December 31, 2012 and 2013

(Unaudited)

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 Canada”), 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 as discussed in Note 14, “Subsequent Events”) and subsequently cancelled. The Company's subsidiaries were released from all obligations, including guaranty 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 condensed consolidated statements of operations include interest expense related to the non-contributed notes payable to affiliates of $23.8 million and $24.4 million for the six month periods ended December 31, 2012 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, (“Fortress”). The Company had no operations prior to the Restructuring. After the Restructuring, the Company continues to be indirectly wholly-owned by Fortress and is the parent holding company of the businesses conducted by Intrawest U.S. and Intrawest Canada 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 condensed consolidated balance sheet. The condensed consolidated statements of operations include the historical results of the Partnership combined with the results of the Company since the Restructuring. The condensed consolidated statements of equity include $2.8 billion of accumulated net losses attributable to the partners, converted to and reflected as an accumulated retained deficit of the Company, and the historical contributed capital from partners of $1.4 billion, combined with the debt to equity conversion from the Restructuring, converted to and reflected as additional paid in capital (“APIC”). The condensed consolidated statements of cash flows reflect the activity of the historical Partnership balances combined with those 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, the condensed consolidated balance sheet as of December 31, 2013 reflects the removal of approximately $4.1 million in total assets. In addition, the condensed consolidated balance sheet as of December 31, 2013 reflects the conversion of the $1.1 billion of affiliate debt and the removal of the principal balance and accrued and unpaid interest related to the remaining $355.6 million of notes payable to affiliates that were not contributed to the Company, but from which the Company’s subsidiaries were released from all of their obligations, including guarantor obligations. The conversion of affiliate debt and removal of the Third Lien Loan resulted in the Company recording an additional $1.5 billion of APIC.

The Company’s income tax net operating loss carryforwards were reduced due to the Restructuring. As of June 30, 2013, the Company had net operating loss carryforwards of approximately $4.0 billion, which included $2.1 billion pertaining to the European operations. Due to the Restructuring, the net operating loss carryforwards pertaining to the European operations are no longer part of the Company’s net operating loss carryforward balance. Additionally, the Restructuring resulted in cancellation of indebtedness income in the United States and Canada. In accordance with the applicable tax rules in each jurisdiction, the Company’s net operating loss carryfowards have been reduced by approximately $0.5 billion. The Company believes uncertainty exists with respect to the future realization of the remaining net operating loss carryforwards and continues to provide a full valuation allowance. As of December 31, 2013, after giving effect to the Restructuring, the Company had estimated remaining net operating loss carryforwards of approximately $1.4 billion.

Following the completion of the Restructuring, Fortress indirectly owned 100% of the voting and economic equity interests of the Company.

Refinancing

In conjunction with the Restructuring on December 9, 2013, one of the Company’s subsidiaries, as borrower, entered into a new credit agreement (the “New 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 “New Revolver”), and a $55.0 million senior secured first-lien letters of credit facility (the “New LC Facility”, together with the Term Loan and New Revolver, are collectively referred to herein as the “FY14 Loans”).

10

INTRAWEST RESORTS HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

Three and Six Months Ended December 31, 2012 and 2013

(Unaudited)

The proceeds from the Term Loan, together with cash on hand and $48.3 million contributed to the Company by Fortress, were used to refinance and extinguish the existing debt under the First Lien Credit Agreement dated December 4, 2012 (the “FY13 First Lien Loans”) and the Second Lien Credit Agreement, also dated December 4, 2012 (the “FY13 Second Lien Loans”, collectively, the “FY13 Lien Loans”). The refinancing has been accounted for as an extinguishment of debt resulting in a non-cash, pre-tax loss of $35.5 million during the three and six months ended December 31, 2013. For a description of the New Credit Agreement see Note 6, “Long Term Debt and Notes Payable to Affiliates”.

Initial Public Offering

On February 5, 2014, the Company completed its initial public offering (“IPO”) and sold 3,125,000 shares of its common stock at an offering price of $12.00 per share. Fortress sold an additional 14,843,750 shares of the Company’s common stock, including 2,343,750 shares sold on February 18, 2014 upon exercise of an option granted to the underwriters. The Company did not receive any proceeds from the sale of common stock by Fortress.

The Company received net proceeds of $29.0 million, after deducting $2.4 million of underwriting discounts and commissions and $6.1 million of offering expenses payable by the Company, of which $4.2 million was deferred as of December 31, 2013. The Company intends to use such proceeds for working capital and other general corporate purposes, which may include potential investments in, and acquisitions of, ski and adventure travel businesses and assets.

Following the completion of the IPO, Fortress beneficially owns 60.1% of the voting and economic equity interests of the Company.

2. Significant Accounting Policies

Basis of Presentation

The condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and related notes included in our prospectus filed with the Securities and Exchange Commission (“SEC”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on January 31, 2014 (“Prospectus”). The condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements. We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). We believe the disclosures made herein are adequate to prevent the information presented from being misleading. The Company’s fiscal year end is June 30.

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.

The Fortress contribution of Intrawest U.S. and Intrawest Canada to the Company is treated as a reorganization of entities under common control. As required by GAAP for common control transactions, all assets and liabilities transferred to the Company as part of the Restructuring were recorded in the financial statements at carryover basis. The European operations held by a wholly-owned subsidiary of the Partnership were not contributed to the Company in connection with the Restructuring. See Note 1, “Formation and Business”.

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 of 2013, the Canadian helicopter business was reorganized and Alpine Helicopters Inc. (“Alpine Helicopters”) was formed in which the Company owns a 20% equity interest. Alpine Helicopters employs all the pilots that fly the helicopters in the CMH land tenures. Alpine Helicopters leases 100% of its helicopters from Intrawest Canada, a consolidated subsidiary, creating economic dependence thus giving Intrawest Canada a variable interest in Alpine Helicopters. Alpine Helicopters is a variable interest entity for which the Company is the primary beneficiary and is consolidated in these financial statements. As of December 31, 2013, Alpine Helicopters had total assets of $6.0 million and total liabilities of $5.0 million.

11

INTRAWEST RESORTS HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

Three and Six Months Ended December 31, 2012 and 2013

(Unaudited)

In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments, which include normal and recurring adjustments, necessary to present fairly the Company’s financial position as of December 31, 2013, and the results of operations and comprehensive income for the three and six months ended December 31, 2012 and 2013, and cash flows for the six months ended December 31, 2012 and 2013. Interim results are not necessarily indicative of full year performance because of the impact of seasonal and short-term variations.

Derivative Financial Instruments

The Company engages in activities that expose it to market risks including the effects of changes in interest rates and exchange rates. Financial exposures are managed as an integral part of the Company’s risk management activities, which seeks to reduce the potentially adverse effect that the volatility of interest rates or exchange rates may have on operating results.

As of June 30, 2013 and December 31, 2013, the Company had no significant outstanding derivative instruments. Prior to October 2008, the Company had outstanding interest rate swaps that were accounted for as cash flow hedges. The outstanding swap contracts were terminated on October 11, 2008, and the deferred loss previously recorded in accumulated other comprehensive income is being recognized in earnings during the period that the hedge covered. The Company estimates that $2.5 million of deferred losses related to the terminated interest rate swaps will be amortized from accumulated other comprehensive income into interest expense in the next 12 months.

Concentration of Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and restricted cash. The Company places its cash and temporary cash investments in high quality credit institutions, but these investments may be in excess of regulatory insurance limits. The Company does not enter into financial instruments for trading or speculative purposes. Concentration of credit risk with respect to trade and notes receivables is limited due to the large number of customers and small transactions associated with the Company’s consumer and retail operations and the wide variety of customers and markets in which the Company transacts business. The Company performs ongoing credit evaluations of its customers and generally does not require collateral, but does require advance deposits on certain transactions.

Receivables

Trade receivables are stated at amounts due from customers for the Company’s goods and services net of an allowance for doubtful accounts. The allowance is based on a specific reserve analysis and considers such factors as the customer’s past repayment history, the economic environment and other factors that could affect collectability. Write-offs are evaluated on a case by case basis.

For notes receivable from IRCG customers, interest income is recognized on an accrual basis when earned. Any deferred portion of contractual interest is recognized on methods that approximate the effective interest method over the term of the corresponding note.

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INTRAWEST RESORTS HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

Three and Six Months Ended December 31, 2012 and 2013

(Unaudited)

Foreign Currency Translation

The condensed consolidated financial statements are presented in United States dollars (“USD”). The Company’s Canadian subsidiaries generally use the Canadian dollar (“CAD”) as their functional currency.

The accounts of entities where the USD is not the functional currency are translated into USD using the exchange rate in effect at the balance sheet date for asset and liability amounts and at the average rate in effect for the period for amounts included in the determination of income. Cumulative unrealized gains or losses arising from the translation of the financial position of these subsidiaries into USD are included in the condensed consolidated statements of equity as a component of accumulated other comprehensive income (loss).

Exchange gains or losses arising from transactions that are denominated in foreign currencies into the applicable functional currency are included in the determination of income.

Income Taxes

Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and the book basis reported in the condensed consolidated balance sheets and for operating loss and tax credit carryforwards. The change in deferred tax assets and liabilities for the period gives rise to the deferred tax provision or benefit for the period. Effects of changes in enacted tax laws on deferred tax assets and liabilities are reflected as adjustments to the tax provision or benefit in the period of enactment. To the extent that it is not considered to be more likely than not that some or all of the deferred tax assets will not be realized, a valuation allowance is provided.

The Company recognizes interest related to uncertain tax positions as a component of income tax expense. Penalties, if incurred, are recorded in operating expenses in the condensed consolidated statements of operations. 

Recent Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (“FASB”) issued ASU 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. The ASU does not change the current requirements for reporting net income or other comprehensive income in financial statements. However, the ASU requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. Specifically, the ASU requires the Company to present either in a single note or parenthetically on the face of the financial statements the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and the income statement line items affected by the reclassification. If a component is not required to be reclassified to net income in its entirety, the Company would instead cross- reference to the related note for additional information. The guidance included in ASU 2013-02 was effective for the Company beginning July 1, 2013 and was applied prospectively. The adoption of this authoritative guidance did not have an impact on the Company’s financial position, results of operations or cash flows.

In July 2012, the FASB issued ASU 2012-02, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The Company adopted the provisions of the ASU effective July 1, 2013. The adoption of ASU 2012-02 did not have a material impact on the Company’s financial position, results of operations or cash flows.

3. Supplementary Balance Sheet Information

Receivables

Receivables as of June 30, 2013 and December 31, 2013 consisted of the following (in thousands):

	Fiscal Year End June 30, 2013			December 31, 2013
Receivables – current:
Trade receivables	$	14,522		$	12,818
Loans, mortgages and notes receivable		10,467			10,762
Other amounts receivable		21,642			25,815
Allowance for doubtful accounts		(8,333	)		(7,808	)
	$	38,298		$	41,587

Deferred charges and other

Deferred charges and other as of June 30, 2013 and December 31, 2013 consisted of the following (in thousands):

	Fiscal Year End June 30, 2013		December 31, 2013
Long-term deferred financing costs, net	$	22,124	$	18,648
Deferred IPO costs(a)		—		4,170
Other long-term assets		6,460		4,394
	$	28,584	$	27,212

(a) Deferred IPO costs consist principally of professional fees, printing and registration costs incurred in connection with the IPO. Such costs were deferred until the closing of the IPO on February 5, 2014, at which time the deferred costs will be offset against the offering proceeds.

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INTRAWEST RESORTS HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

Three and Six Months Ended December 31, 2012 and 2013

(Unaudited)

Accounts payable and accrued liabilities

Accounts payable and accrued liabilities as of June 30, 2013 and December 31, 2013 consisted of the following (in thousands):

	Fiscal Year End June 30, 2013		December 31, 2013
Trade payables	$	53,390	$	83,975
Other payables and accrued liabilities		8,806		4,702
	$	62,196	$	88,677

Deferred revenue and deposits

Deferred revenue and deposits as of June 30, 2013 and December 31, 2013 consisted of the following (in thousands):

	Fiscal Year End June 30, 2013		December 31, 2013
Deferred revenue and deposits – current:
Season pass and other	$	31,262	$	72,458
Lodging and tour deposits		12,147		43,694
Deposits on real estate sales		8,701		6,658
	$	52,110	$	122,810

	Fiscal Year End June 30, 2013		December 31, 2013
Deferred revenue and deposits – long term:
Government grants	$	12,814	$	12,079
Club initiation deposits and other		9,301		9,389
	$	22,115	$	21,468

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INTRAWEST RESORTS HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

Three and Six Months Ended December 31, 2012 and 2013

(Unaudited)

Other long-term liabilities

Other long-term liabilities as of June 30, 2013 and December 31, 2013 consisted of the following (in thousands):

	Fiscal Year End June 30, 2013		December 31, 2013
Other long-term liabilities:
Pension liability	$	34,456	$	34,827
Other long-term liabilities		21,911		19,815
	$	56,367	$	54,642

4. Notes Receivable

IRCG, the Company’s vacation club business, allows deferred payment terms that exceed one year for customers purchasing vacation points. A note receivable exists when all contract documentation has been executed. Notes receivable primarily consist of nonrecourse installment loans. The Company performs a credit review of its notes receivable individually each reporting period to determine if an allowance for credit losses is required. As of June 30, 2013 and December 31, 2013, notes receivable were $42.1 million and $39.4 million, respectively, and are included in current receivables and long-term receivables on the condensed consolidated balance sheets. As of June 30, 2013 and December 31, 2013, the allowance for credit losses on the notes receivable was $3.4 million and $2.9 million, respectively.

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INTRAWEST RESORTS HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

Three and Six Months Ended December 31, 2012 and 2013

(Unaudited)

5. Intangible Assets

Finite-lived intangible assets as of June 30, 2013 and December 31, 2013 consisted of the following (in thousands):

	Cost		Accumulated amortization		Net book value
Fiscal Year End June 30, 2013
Permits and licenses	$	15,747	$	4,222	$	11,525
Trademarks and trade names		75,217		24,302		50,915
Customer relationships		17,105		14,129		2,976
Other		8,999		8,912		87
	$	117,068	$	51,565	$	65,503

	Cost		Accumulated amortization		Net book value
December 31, 2013
Permits and licenses	$	15,573	$	4,478	$	11,095
Trademarks and trade names		74,915		26,089		48,826
Customer relationships		16,949		15,058		1,891
Other		8,930		8,862		68
	$	116,367	$	54,487	$	61,880

6. Long-Term Debt and Notes Payable to Affiliates

Long-term debt as of June 30, 2013 and December 31, 2013 consisted of the following (in thousands):

	Maturity		Fiscal Year End June 30, 2013		December  31, 2013
FY14 First Lien Loans(a)		2020	$	—	$	534,664
FY13 First Lien Loans(b)		2017		441,669		—
FY13 Second Lien Loans(b)		2018		122,084		—
Obligations under capital leases(c)		2021-2052		20,264		39,893
Other obligations(d)		2014-2016		4,846		4,721
				588,863		579,278
Less current maturities(e)				8,201		10,560
			$	580,662	$	568,718

(a) As described in Note 1, “Formation and Business”, the Company entered into the New Credit Agreement providing for a $540.0 million Term Loan. The Company has the ability to increase the size of the Term Loan under certain circumstances in an aggregate amount of up to $100.0 million plus an additional amount such that, after giving effect to such additional amount, it does not exceed the total secured debt leverage ratio. The proceeds from the Term Loan, together with cash on hand and $48.3 million contributed to the Company by Fortress, were used to refinance and extinguish the existing debt under the FY13 Lien Loans.

The refinancing has been accounted for as an extinguishment of debt resulting in a non-cash, pre-tax loss of $35.5 million during the three and six months ended December 31, 2013, consisting of the difference between the principal value and fair value of the FY13 Lien Loans and the write-off of unamortized financing costs and unamortized original issue discount (“OID”). The following table provides detail of the calculation of the net loss on debt extinguishment for the three months ended December 31, 2013:

	Three Months Ended December 31, 2013
FY13 First Lien Loans	$	446,625
FY13 Second Lien Loans		125,000
Total FY13 Lien Loans		571,625
Total fair value		(580,389	)
Write off of unamortized discount and financing fees related to FY13 Lien Loans		(26,716	)
Net loss on debt extinguishment	$	(35,480	)

The Term Loan has a maturity date of December 9, 2020 and bears interest at LIBOR + 4.50% with a LIBOR floor of 1.0% (rate of 5.50% at December 31, 2013). The credit agreement requires quarterly principal payments in the amount of $1.4 million commencing in March 2014 and periodic interest payments that commenced at the end of December 2013. The Company recorded interest expense of $1.8 million related to the Term Loan for the three and six months ended December 31, 2013.

The net cash proceeds from the Term Loan were reduced by an OID of 1%, or $5.4 million. The OID is amortized using a method which approximates the effective interest method over the term of the Term Loan. There was $5.3 million of unamortized OID remaining as of December 31, 2013.

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INTRAWEST RESORTS HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

Three and Six Months Ended December 31, 2012 and 2013

(Unaudited)

The Company capitalized $18.0 million of costs in connection with the FY14 Loans included in deferred charges and other on the condensed consolidated balance sheets. These costs are amortized using a method which approximates the effective interest method over the term of the Term Loan. There was $17.8 million of unamortized costs remaining as of December 31, 2013.

The Company’s obligations under the New Credit Agreement are collateralized by guarantees of substantially all of its material U.S. subsidiaries. The guarantees are further supported 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 FY14 Loans provide for affirmative and negative covenants that restrict, among other things, the Company’s ability and the ability of its subsidiaries to incur indebtedness, dispose of property, or make investments or distributions. It also includes customary cross-default provisions with respect of certain other borrowings of the Company and its subsidiaries.

The Company was in compliance with the covenants of the New Credit Agreement at December 31, 2013.

(b) As a result of entering into the FY14 Loans and refinancing and extinguishing the FY13 Lien Loans, the Company paid a call premium, totaling $4.4 million and $3.8 million related to the FY13 First Lien and FY13 Second Lien Loans, respectively, which is included in loss on extinguishment of debt on the condensed consolidated statements of operations during the three and six months ended December 31, 2013.

Additionally, the Company wrote off $8.3 million of unamortized discount and $18.4 million of unamortized financing costs related to the FY13 First Lien and FY13 Second Lien Loans which are included in loss on extinguishment of debt on the condensed consolidated statements of operations for the three and six months ended December 31, 2013.

(c) Capital lease obligations are primarily for equipment except for the lease of Winter Park ski resort. As of September 30, 2013, 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 to the capital lease obligation and related capital lease assets due to a change in the present value of the future minimum lease payments.

Amortization of assets under capital leases is included in depreciation and amortization expense in the condensed consolidated statements of operations. The leases have remaining terms ranging from 8 years to 39 years and have a weighted average interest rate of 10%.

(d) In addition to various other lending agreements, a subsidiary of the Company has government loan agreements with a weighted average interest rate of 5.9%.

(e) Current maturities represent principal payments due in the next twelve months. As of December 31, 2013, the long-term debt and capital lease obligation aggregate maturities for the twelve month periods are as follows (in thousands):

2014	$	10,560
2015		8,939
2016		22,377
2017		5,677
2018		5,696
Thereafter		526,029
	$	579,278

17

INTRAWEST RESORTS HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

Three and Six Months Ended December 31, 2012 and 2013

(Unaudited)

Notes payable to affiliates as of June 30, 2013 and December 31, 2013 were as follows (in thousands):

	Maturity		Fiscal Year End June 30, 2013		December  31, 2013
Third Lien Loan(f)		2019	$	196,991	$	—
Accrued interest on Third Lien Loan(f)		2019		133,328		—
Tranche B Term Loans(g)		2019		300,000		—
Accrued Interest on Tranche B Term Loans(g)		2019		469,963		—
Affiliate Loan(g)		2019		100,000		—
Accrued interest on Affiliate Loan(g)		2019		158,413		—
			$	1,358,695	$	—

(f) In connection with the Restructuring, the Third Lien Loan was amended to release the Company’s subsidiaries from their obligations in respect of the Third Lien Loan and accrued and unpaid interest thereon.

(g) In connection with the Restructuring, the Tranche B Term Loans and Affiliate Loans, including accrued and unpaid interest thereon were exchanged for equity interests in the Company and subsequently cancelled.

In addition to the Term Loan, the New Credit Agreement provided a $55.0 million New LC Facility and a $25.0 million New Revolver. The New LC Facility and the New Revolver each have a maturity date of December 9, 2018.

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INTRAWEST RESORTS HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

Three and Six Months Ended December 31, 2012 and 2013

(Unaudited)

The New LC Facility carries an interest rate equal to LIBOR + 4.50%, fronting fees of 25 basis points, and a commitment fee of 37.5 basis points on the first 15% of unutilized commitments.  If the total secured debt leverage ratio is less than 4.50:1.00, the interest rate is adjusted to LIBOR + 4.25%.  The letters of credit issued under the FY13 Lien Loans were deemed issued under the New LC Facility.  There were $49.9 million of undrawn letters of credit outstanding under the New LC Facility at December 31, 2013.

The New Revolver carries an interest rate equal to LIBOR + 4.50% and commitment fees of 37.5 basis points.  If the total secured debt leverage ratio is less than 4.50:1.00, the interest rate is adjusted to LIBOR + 4.25%.  There were no outstanding borrowings under the New Revolver at December 31, 2013.  The New Revolver includes a financial covenant, pursuant to which the Company cannot borrow under the New Revolver if the total secured debt leverage ratio is greater than or equal to 7.75:1.00 through the fiscal year ending June 30, 2014.  The ratio decreases ratably until June 30, 2018 at which time it will remain at 4.50:1.00. 

The Company recorded interest expense of $89.6 million and $180.0 million in the condensed consolidated statements of operations for the three and six months ended December 31, 2012, respectively, and $67.9 million and $151.5 million for the three and six months ended December 31, 2013, respectively, of which $1.3 million and $2.8 million was amortization of deferred financing costs for the three and six months ended December 31, 2012, respectively, and $1.0 million and $2.0 million was amortization of deferred financing costs for the three and six months ended December 31, 2013, respectively.

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 terminated swap liability recorded in accumulated other comprehensive income is being recognized periodically as an adjustment to interest expense consistent with hedge accounting principles. The portion included in interest expense in the condensed consolidated statements of operations for the three and six months ended December 31, 2012 was $1.1 million and $2.1 million, respectively, and $1.1 million and $2.7 million for the three and six months ended December 31, 2013, respectively.

7. Fair Value of Measurements

Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy, which is described below, prioritizes the inputs used in measuring fair value:

• Level 1 – Quoted prices for identical instruments in active markets.

• Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations, in which all significant inputs are observable in active markets.

• Level 3 – Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

As of June 30, 2013 and December 31, 2013, the fair value of cash and cash equivalents, restricted cash, receivables, net and accounts payable and accrued liabilities approximated their carrying value based on the net short-term nature of these instruments. Estimates of fair value may be affected by assumptions made and, accordingly, are not necessarily indicative of the amounts the Company could realize in a current market exchange.

19

INTRAWEST RESORTS HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

Three and Six Months Ended December 31, 2012 and 2013

(Unaudited)

The Company’s long-term debt obligations are not measured at fair value on a recurring basis. The Company’s debt is initially recorded based upon historical cost and is not actively traded. At June 30, 2013, fair value was estimated based on Level 3 inputs using discounted future contractual cash flows and a market interest rate based on published corporate borrowing rates for debt instruments with similar terms and average maturities, with adjustments for credit risk. The fair value of debt does not represent the amounts that will ultimately be paid upon the maturities of the loans. At December 31, 2013, the fair value of the long-term debt was considered a Level 2 measure and approximated the carrying value as the debt was incurred on December 9, 2013.

The carrying value and fair value of the FY13 Lien Loans as of June 30, 2013 were $563.8 million and $544.7 million, respectively. As described in Note 6, “Long-Term Debt and Notes Payable to Affiliates”, the FY13 Lien Loans were refinanced and extinguished with the proceeds from the Term Loan, together with cash on hand and $48.3 million contributed to the Company by Fortress on December 9, 2013. The carrying value and fair value of the Term Loan as of December 31, 2013 were $534.7 million and $534.6 million, respectively.

Due to the debt terms received from affiliates, the Company determined that it was not practicable to estimate the fair value of the notes payable to affiliates because of the lack of market comparable terms and the inability to estimate the fair value without incurring excessive cost. None of these notes were outstanding following the Restructuring.

8. Accumulated Other Comprehensive Income

The following table presents the changes in accumulated other comprehensive income (“AOCI”), by component, for the six months ended December 31, 2013 (in thousands):

	Six Months Ended December 31, 2013
Accumulated other comprehensive income, June 30, 2013	$	148,805
Other comprehensive income (loss):
Restructuring transactions on December 9, 2013		52,670
Foreign currency translation adjustments		(2,764	)
Realized portion on cash flow hedge (net of tax of $0)(a)		2,683
Actuarial loss on pensions (net of tax of $0)(b)		(285	)
Accumulated other comprehensive income, December 31, 2013	$	201,109

(a) Amount reclassified out of AOCI is included in interest expense on third party debt in the condensed consolidated statements of operations.

(b) Amount reclassified out of AOCI is included in operating expenses in the condensed consolidated statements of operations.

9. 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 (benefit) expense attributable to the Company was ($0.6) million and $0.3 million for the three and six months ended December 31, 2012, respectively, and ($0.4) million and $0.3 million for the three and six months ended December 31, 2013, respectively. These amounts represent an effective tax rate of 0.57% and (0.14%) for the three and six months ended December 31, 2012, respectively, and 0.33% and (0.12%) for the three and six months ended December 31, 2013, respectively.

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INTRAWEST RESORTS HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

Three and Six Months Ended December 31, 2012 and 2013

(Unaudited)

10. Pension Plans

The Company has three closed noncontributory defined benefit pension plans, one registered and two nonregistered, covering certain of its executives, the majority of which are no longer employees of the Company. In addition to these plans, one of the Company’s mountain resorts has two defined benefit pension plans covering certain employees. There are no additional service costs to the Company on any of the plans.

The following details the components of net pension expense, recorded in operating expense in the condensed consolidated statements of operations for the defined benefit plans for the three and six months ended December 31, 2012 and 2013 (in thousands):

	Executive plans						Employee plans
	Three Months Ended December 31,						Three Months Ended December 31,
	2012			2013			2012			2013
Components of pension expense:
Interest cost	$	393		$	393		$	111		$	111
Expected return on plan assets		(33	)		(33	)		(96	)		(96	)
Actuarial (gain) loss		(40	)		76			(34	)		66
Settlement loss		—			—			111			111
Total pension expense	$	320		$	436		$	92		$	192

	Executive plans						Employee plans
	Six Months Ended December 31,						Six Months Ended December 31,
	2012			2013			2012			2013
Components of pension expense:
Interest cost	$	813		$	786		$	216		$	222
Expected return on plan assets		(75	)		(66	)		(197	)	(192)
Actuarial loss		69			153			72		132
Settlement loss		—			—			156		222
Total pension expense	$	807		$	873		$	247		$	384

The Company expects to contribute $0.6 million to the pension plans in fiscal year 2014.

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INTRAWEST RESORTS HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

Three and Six Months Ended December 31, 2012 and 2013

(Unaudited)

11. Related Party Transactions

As of June 30, 2013, the Company had notes payable to affiliates with principal balances totaling $597.0 million and accrued interest of $761.7 million. In connection with the Restructuring, the Tranche B Term Loans and Affiliate Loans were exchanged for equity and subsequently cancelled. The Company’s subsidiary guarantors were released from their obligations in respect of the Third Lien Loan and accrued and unpaid interest thereon.

As of June 30, 2013, the Company had a receivable due from a related entity with a principal balance of $5.5 million and accrued interest of $0.8 million. Interest accrued monthly at an annually adjusted rate based on LIBOR + 1%. In connection with the Restructuring, the principal balance and accrued interest of $6.3 million were repaid.

As part of the refinancing on December 9, 2013, $48.3 million was contributed to the Company by Fortress.

12. 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, comprising Steamboat, Winter Park, Tremblant, Stratton, Snowshoe, as well as a 50% interest in Blue Mountain. The Adventure segment comprises CMH, which provides heli-skiing, mountaineering and hiking adventures, and ancillary aviation services, which include fire suppression, maintenance and repair of aircraft. The Real Estate segment includes a vacation club business, management of condominium hotel properties, real estate management, including marketing and sales activities, as well as ongoing real estate development activities. Each of the Company’s reportable segments, although integral to the success of the others, 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 its reportable segments on the basis of revenue and segment Adjusted EBITDA. Total segment Adjusted EBITDA equals Adjusted EBITDA. The Company also evaluates segment Adjusted EBITDA as a key compensation measure. The compensation committee 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 our management believes do not reflect the core operating performance.

22

INTRAWEST RESORTS HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

Three and Six Months Ended December 31, 2012 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. 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 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.

23

INTRAWEST RESORTS HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

Three and Six Months Ended December 31, 2012 and 2013

(Unaudited)

Segment Adjusted EBITDA for all periods presented has been calculated using this definition. The following table presents revenue and Adjusted EBITDA for the reportable segments, reconciled to consolidated amounts (in thousands):

	Three Months Ended December 31,						Six Months Ended December 31,
	2012			2013			2012				2013
Revenue:
Mountain	$	72,038		$	75,991		$	105,297		$	109,296
Adventure		13,079			11,537			42,126			34,154
Real Estate		17,144			13,922			32,292			27,172
Total reportable segment revenue		102,261			101,450			179,715			170,622
Legacy, non-core and other revenue(a)		2,008			656			3,749			12,045
Total revenue	$	104,269		$	102,106		$	183,464		$	182,667
Segment Adjusted EBITDA
Mountain(b)	$	1,234		$	3,094		$	(18,354	)	$	(18,996	)
Adventure(c)		(6,036	)		(3,083	)		1,117			573
Real Estate(d), (e)		4,801			1,664			6,870			3,141
Total Segment Adjusted EBITDA		(1	)		1,675			(10,367	)		(15,282	)
Legacy and other non-core expenses, net(f)		(2,905	)		(698	)		(11,774	)		(4,234	)
Other operating expenses(g)		(750	)		(1,981	)		(1,204	)		(3,508	)
Depreciation and amortization		(15,007	)		(13,998	)		(29,660	)		(27,143	)
Gain (loss) on disposal of assets		214			(23	)		(996	)		213
Impairment of real estate		—			—			(62	)		(633	)
Interest income(e)		437			956			918			1,405
Interest expense on third party debt		(31,427	)		(15,160	)		(66,433	)		(31,624	)
Interest expense on notes payable to partners		(58,197	)		(52,753	)		(113,568	)		(119,858	)
Loss from equity method investments(h)		(10,842	)		(1,952	)		(10,933	)		(3,543	)
Pro rata share of EBITDA related to equity  method investments(b), (d)		30			(1,016	)		(1,109	)		(2,083	)
Gain on disposal of equity method investments		18,923			—			18,923			—
Adjusted EBITDA attributable to noncontrolling interest(c)		—			(1,466	)		—			(831	)
Loss on extinguishment of debt		(11,152	)		(35,480	)		(11,152	)		(35,480	)
Other income (expense), net		696			(715	)		1,098			(887	)
Income tax expense		630			404			(342	)		(297	)
Loss attributable to noncontrolling interest		374			1,090			408			654
Net loss attributable to Intrawest Resorts Holdings, Inc.	$	(108,977	)	$	(121,117	)	$	(236,253	)	$	(243,131	)

(a) 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. For the six months ended December 31, 2013, it also includes $9.0 million of revenue from the sale of a parcel of real estate held for development in August 2013.

24

INTRAWEST RESORTS HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

Three and Six Months Ended December 31, 2012 and 2013

(Unaudited)

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

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

(d) 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 EBITDA represents the Company’s share of EBITDA from these equity method investments based on the economic ownership percentage.

(e) Real Estate segment Adjusted EBITDA includes interest income earned from receivables related to the IRCG operations, in the amount of $1.1 million for each of the three months ended December 31, 2012 and 2013 and $2.3 million for each of the six months ended December 31, 2012 and 2013. Interest income reflected in the reconciliation excludes the interest income earned from receivables related to the IRCG operations.

(f) 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 income (loss) from the equity method investment in MMSA Holdings Inc., 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 and allegations that we failed to construct planned amenities.

(g) Includes non-cash compensation, reduction in workforce severance and lease payments pursuant to the lease at Winter Park.

(h) Represents the losses from equity method investments, including: Blue Mountain, Chateau M.T. Inc., Mammoth Hospitality Management, LLC, MMSA Holdings, Inc. and Whistler Blackcomb Holdings, Inc.

25

INTRAWEST RESORTS HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

Three and Six Months Ended December 31, 2012 and 2013

(Unaudited)

The following table presents capital expenditures for our reportable segments, reconciled to consolidated amounts for the three and six months ended December 31, 2012 and 2013 (in thousands):

	Three Months Ended December 31,				Six Months Ended December 31,
	2012		2013		2012		2013
Capital Expenditures:
Mountain	$	7,079	$	13,991	$	9,629	$	24,302
Adventure		5,425		4,215		6,074		6,523
Real Estate		1,009		416		1,670		544
Total segment capital expenditures		13,513		18,622		17,373		31,369
Corporate and other		2,561		1,011		3,792		1,541
Total capital expenditures	$	16,074	$	19,633	$	21,165	$	32,910

Geographic Data

The Company’s revenue by geographic region for the three and six months ended December 31, 2012 and 2013 consisted of the following (in thousands):

	Three Months Ended December 31,				Six Months Ended December 31,
	2012		2013		2012		2013
Revenue:
United States	$	68,738	$	68,180	$	97,239	$	98,342
International		35,531		33,926		86,225		84,325
Revenue	$	104,269	$	102,106	$	183,464	$	182,667

13. Commitments and Contingencies

Letters of Credit

The Company issued letters of credit of $52.4 million and $49.9 million at June 30, 2013 and December 31, 2013, respectively, mainly to secure its commitments under self-insurance claims and the closed executive pension plans.

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.

26

INTRAWEST RESORTS HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

Three and Six Months Ended December 31, 2012 and 2013

(Unaudited)

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

The federal government of Canada and the provincial government of Quebec have granted financial assistance to a subsidiary of the Company in the form of interest-free loans and forgivable grants for the construction of specified four-season tourist facilities at Tremblant. Loans totaling CAD $3.5 million (equivalent to $3.3 million USD) as of December 31, 2013 are repayable over seven years starting in 2010. The Company is authorized to receive grants totalling CAD $118.6 million (equivalent to $111.5 million USD), of which the Company has received CAD $85.7 million (equivalent to $80.6 million USD) as of December 31, 2013. Nonrepayable government assistance relating to capital expenditures is reflected as a reduction of the cost of such assets. Reimbursable government loans are presented as long-term debt.

Capital Leases

The Company operates Winter Park under a capital lease that 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.

14. Subsequent Events

Reverse stock split

On January 21, 2014, the Company effected a 0.974-for-1 reverse stock split with no change in par value. This transaction is treated as a stock split for accounting purposes and all share and per share data is presented as if the reverse stock split occurred at the beginning of all periods presented.

Basic and diluted net loss per share attributable to common stockholders for the three and six months ended December 31, 2012 and 2013 were computed using the number of shares outstanding after giving effect to the Restructuring and the 0.974-for-1 reverse stock split.

27

INTRAWEST RESORTS HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

Three and Six Months Ended December 31, 2012 and 2013

(Unaudited)

Employee Incentive Plan

On January 30, 2014, the Company’s board of directors approved the terms of the 2014 Omnibus Incentive Plan (the “Plan”). In connection with the Company’s IPO, 4,500,700 shares of the Company’s common stock were reserved for issuance under the Plan upon the exercise of awards that were or will be issued to the Company’s employees, non-employee directors, independent contractors and consultants. In addition, on January 30, 2014, the Company’s board of directors approved the grant to the Company’s non-employee directors of 25,000 shares of restricted stock and approved the grant to the Company’s officers and employees of 833,339 restricted stock units to be settled in shares of the Company’s common stock or cash, at the Company’s election.

The Plan provides for awards of options, stock appreciation rights, restricted stock, restricted stock units, stock bonuses, other stock-based awards and cash awards as part of the Company’s long-term incentive compensation program. Typically, awards granted under the Plan vest one-third on the first anniversary of the grant date, one-third on the second anniversary of the grant date, and one-third on the third anniversary of the grant date. Unless otherwise determined or evidenced in an award agreement, in the event that (i) a change in control occurs, as defined in the Plan, and (ii) a participant’s employment or service is terminated without cause within 12 months following the change in control, then (a) any unvested or unexercisable portion of any award carrying a right to exercise shall become fully vested and exercisable, and (b) the restrictions, deferral limitations, payment conditions and forfeiture conditions applicable to any award will lapse and such unvested awards will be deemed fully vested and any performance conditions imposed with respect to such awards will be deemed to be fully achieved. 

Initial Public Offering

On February 5, 2014, the Company completed its IPO and sold 3,125,000 shares of its common stock at an offering price of $12.00 per share. Fortress sold an additional 14,843,750 shares of common stock, including 2,343,750 shares sold on February 18, 2014 upon exercise of an option granted to the underwriters. The Company did not receive any proceeds from the sale of common stock by Fortress. See Note 1, “Formation and Business”.

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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 elsewhere in this Quarterly Report on Form 10-Q and with our Prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on January 31, 2014. In addition to historical condensed 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.

Unless the context suggests otherwise, references in this Quarterly Report on Form 10-Q to the “Company”, “IRHI”, “our”, “us”, or “we” refer to the Partnership and 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”.

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 more than 1,150 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, the Pacific Southwest and Canada. Our mountain resorts are located within an average of approximately 160 miles of major metropolitan markets with high concentrations of affluent skiers and major airports, including New York City, Boston, Washington D.C., Pittsburgh, Denver, 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.

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We manage our business through three reportable segments:

• Mountain: Our Mountain segment includes our mountain resort and lodging operations at Steamboat Ski & Resort (“Steamboat”), Winter Park Resort (“Winter Park”), Mont Tremblant Resort (“Tremblant”), Stratton Mountain Resort (“Stratton”) and Snowshoe Mountain Resort (“Snowshoe”), as well as our 50% interest in Blue Mountain Ski Resort (“Blue Mountain”).

• Adventure: Our Adventure segment is comprised of CMH, which provides heli-skiing, mountaineering, and hiking in British Columbia, and our aviation businesses that support CMH and provide 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 (“IHM”), which manages condominium hotel properties, and Playground, our residential real estate sales and marketing business.

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 (“Legacy, non-core and other”).

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 is improving. We believe that as the economy continues to improve, consumers will have more disposable income and a greater inclination to engage in and spend 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 a significant impact on visitation and financial results in our Mountain and Adventure segments. Our resorts are geographically diversified and have strong snowmaking capabilities, which helps to 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.

Season Pass and Frequency Product Usage. We have developed, and expect to continue to develop, new season pass and frequency products that target previously underserved market segments. A greater proportion of visits from season pass and frequency product holders puts downward pressure on the effective ticket price (“ETP”) as season pass and frequency product 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 ancillary products and services relative to non-season pass and frequency product holders. We expect season pass and frequency product sales and the pricing of these products to continue to increase in future ski seasons, however ETP and Mountain Segment Revenue Per Visit in any given ski season may decrease as a result of favorable snow conditions, as favorable snow conditions are associated with increased visitation by holders of season pass and frequency products. For the three and six months ended December 31, 2012, 36.1% and 34.1%, respectively, and for the three and six months ended December 31, 2013, 42.7% and 40.6%, respectively, of total lift revenue consisted of season pass and frequency product revenue.

Resort Real Estate Markets. We 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 over the past two years, 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 most recent year still remain well below the peak in 2005, suggesting ample room for continued growth.

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 during our second and third fiscal quarters, which is the peak ski season. Similarly, CMH generates the majority of its revenue during our second and third fiscal quarters, which is 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, throughout 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.

30

Recent Transactions

Restructuring

On December 9, 2013, we were 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 Canada”), to an indirect subsidiary of the Company. Concurrently, $1.1 billion of notes payable to affiliates, including accrued and unpaid interest thereon, were exchanged for our common stock and subsequently cancelled. Our subsidiaries were released from all obligations, including guarantor obligations, in respect of an additional $355.6 million of notes payable to affiliates, including accrued and unpaid interest thereon. These transactions are collectively referred to as the “Restructuring”. 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, other than the Company and its subsidiaries (“Fortress”). See Part I- Item 1, Financial Statements (unaudited), Note 1, “Formation and Business”.

Refinancing

In conjunction with the Restructuring, on December 9, 2013, we entered into a new credit agreement (the “New Credit Agreement”) providing for a $540.0 million term loan facility (the “Term Loan”), a $25.0 million senior secured first-lien revolving loan facility (the “New Revolver”), and a $55.0 million senior secured first-lien letters of credit facility (the “New LC Facility”, together with the Term Loan and New Revolver, are collectively referred to herein as the “FY14 Loans”). For a description of the FY14 Loans, see Part I- Item 1, Financial Statements (unaudited), Note 6, “Long-Term Debt and Notes Payable to Affiliates”.

The proceeds from the Term Loan, together with cash on hand and $48.3 million contributed to us by Fortress, were used to refinance and extinguish the existing debt under the First Lien Credit agreement dated December 4, 2012 (the “FY13 First Lien Loans”) and the Second Lien Credit Agreement, also dated December 4, 2012 (the “FY13 Second Lien Loans”, collectively, the “FY13 Lien Loans”). The refinancing was accounted for as an extinguishment of debt resulting in a non-cash, pre-tax loss of $35.5 million during the three and six months ended December 31, 2013, consisting of the difference between the principal value and the fair value of the FY13 Lien Loans and write-off of unamortized financing costs and unamortized original issue discount (“OID”).

Reverse Stock Split

On January 21, 2014, we effected a 0.974-for-1 reverse stock split with no change in par value. See Part I- Item 1, Financial Statements (unaudited), Note 14,“Subsequent Events”.

Initial Public Offering

On February 5, 2014, we completed our initial public offering (“IPO”). We sold 3,125,000 shares of our common stock at $12.00 per share and Fortress sold an additional 14,843,750 shares of our common stock, including 2,343,750 shares sold on February 18, 2014 upon exercise of an option granted to the underwriters. We did not receive any proceeds from the sale of our common stock by Fortress.

31

After deducting $2.4 million of underwriting discounts and commissions and $6.1 million of offering expenses payable by us (of which $4.2 million was deferred as of December 31, 2013), we received net proceeds of $29.0 million. See Part I- Item 1, Financial Statements (unaudited), Note 1, “Formation and Business”.

Results of Operations

The following historical consolidated statements of operations during the three and six months ended December 31, 2012 and 2013 have been derived from the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Comparison of Operating Results for the Three Months ended December 31, 2012 and 2013

The following table presents our condensed consolidated statements of operations for the three months ended December 31, 2012 and 2013 (dollars in thousands):

	Three Months Ended December 31,
	2012			2013			$ Change			% Change
Revenue	$	104,269		$	102,106		$	(2,163	)		-2.1	%
Operating expenses		109,038			106,726			(2,312	)		-2.1	%
Depreciation and amortization		15,007			13,998			(1,009	)		-6.7	%
(Gain) loss on disposal of assets		(214	)		23			237			-110.7	%
Loss from operations		(19,562	)		(18,641	)		921			-4.7	%
Interest income		1,580			2,090			510			32.3	%
Interest expense on third party debt		(31,427	)		(15,160	)		16,267			-51.8	%
Interest expense on notes payable to affiliates		(58,197	)		(52,753	)		5,444			-9.4	%
Loss from equity method investments		(10,842	)		(1,952	)		8,890			-82.0	%
Gain on disposal of equity method investments		18,923			—			(18,923	)		-100.0	%
Loss on extinguishment of debt		(11,152	)		(35,480	)		(24,328	)		218.1	%
Other income (expense), net		696			(715	)		(1,411	)		202.7	%
Loss before income taxes		(109,981	)		(122,611	)		(12,630	)		11.5	%
Income tax benefit		(630	)		(404	)		226			-35.9	%
Net loss		(109,351	)		(122,207	)		(12,856	)		11.8	%
Loss attributable to noncontrolling interest		374			1,090			716			191.4	%
Net loss attributable to Intrawest Resorts Holdings, Inc.	$	(108,977	)	$	(121,117	)	$	(12,140	)		11.1	%

Revenue. Revenue decreased $2.2 million, or 2.1%, from $104.3 million in the three months ended December 31, 2012 to $102.1 million in the three months ended December 31, 2013. The decrease was a result of a decrease in our total reportable segment revenue of $0.8 million, which included decreases of $3.2 million in Real Estate revenue and $1.5 million in Adventure revenue, partially offset by an increase of $4.0 million in Mountain revenue. The decrease in revenue was also the result of a decrease in Legacy, non-core and other revenue of $1.4 million, or 67.3%, from $2.0 million in the three months ended December 31, 2012 to $0.7 million in the three months ended December 31, 2013. The decrease in Legacy, non-core and other revenue was primarily due to the wind down of certain non-core commercial property management businesses and certain legacy businesses during the three months ended December 31, 2012.

Operating expenses. Operating expenses decreased $2.3 million, or 2.1%, from $109.0 million in the three months ended December 31, 2012 to $106.7 million in the three months ended December 31, 2013. Total reportable segment operating expenses remained relatively flat as a result of increases of $2.8 million in Mountain operating expenses and $0.3 million in Real Estate operating expenses, partially offset by a decrease of $3.0 million in Adventure operating expense. Offsetting the increase in total segment operating expenses was a decrease of $2.3 million in Legacy, non-core and other expenses. Legacy, non-core, and other expenses decreased primarily due to the divestiture of non-core operations and a decrease in legacy litigation costs.

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Depreciation and amortization. Depreciation and amortization decreased $1.0 million, or 6.7%, from $15.0 million in the three months ended December 31, 2012 to $14.0 million in the three months ended December 31, 2013. The decrease was primarily due to assets that reached the end of their depreciable lives in the prior year period.

Interest expense on third party debt. Interest expense on third party debt decreased $16.3 million, or 51.8%, from $31.4 million in the three months ended December 31, 2012 to $15.2 million in the three months ended December 31, 2013. The decrease was a result of the refinancing of our senior debt facilities in December 2012, which lowered the average annual effective interest rate on our senior debt facilities from approximately 12.0% to approximately 9.0%, and lowered the average outstanding principal balance. In December 2013, our senior debt facilities were refinanced, which lowered the average annual effective interest rate to approximately 5.5%.

Interest expense on notes payable to affiliates. Interest expense on notes payable to affiliates decreased $5.4 million, or 9.4 %, from $58.2 million in the three months ended December 31, 2012 to $52.8 million in the three months ended December 31, 2013. The decrease was primarily due to the Restructuring in December 2013, through which notes payable to affiliates, including accrued and unpaid interest, were either exchanged for our common stock, cancelled, or our subsidiaries were released from their obligations, including guarantor obligations.

Loss from equity method investments. Loss from equity method investments decreased $8.9 million, or 82.0%, from $10.8 million in the three months ended December 31, 2012 to $2.0 million in the three months ended December 31, 2013. The decrease was primarily a result of recording our share of net loss from our investment in Whistler Blackcomb Holdings, Inc. (“Whistler Holdings”) prior to the sale of our investment in December 2012. There were no similar sales in the three months ended December 31, 2013.

Gain on disposal of equity method investments. Gain on disposal of equity method investments was $18.9 million for the three months ended December 31, 2012. In December 2012, we sold our investment in Whistler Holdings for $116.9 million and recognized a $17.9 million gain on the sale. In addition, we recognized a $1.0 million gain on the sale of our partnership interest in Maui Beach Resort, L.P. in November 2012.

Loss on extinguishment of debt. Loss on extinguishment of debt increased $24.3 million, and was attributable to an $11.2 million loss on extinguishment of debt recognized as a result of refinancing our senior debt facilities in December 2012 as compared to a $35.5 million loss on extinguishment of debt recognized as a result of the refinancing in December 2013. Loss on extinguishment of debt during the three months ended December 31, 2013 included the write off of unamortized OID and unamortized financing fees of $26.7 million and call premiums of $8.8 million.

Other income (expense), net. Other income (expense), net decreased by $1.4 million, from other income of $0.7 million in the three months ended December 31, 2012 to other expense of $0.7 million in the three months ended December 31, 2013. The decrease was primarily due to a gain recorded in October 2012 as a result of the failure of public stockholders to redeem their shares prior to the end of the redemption period in connection with the purchase of the Company by Fortress in 2006.

Income tax benefit. Income tax benefit decreased $0.2 million, or 35.9%. The consolidated income tax benefit attributable to the Company was $0.6 million and $0.4 million for the three months ended December 31, 2012 and 2013, respectively. This represents an effective tax rate of (0.57)% and (0.33%) for the three months ended December 31, 2012 and 2013, respectively. The effective tax rate for the three months ended December 31, 2012 and 2013 differs from the federal blended statutory rate of 30.63% and 31.65%, respectively, due to changes in recorded valuation allowances for entities in the United States and Canada.

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Comparison of Operating Results for the Six Months ended December 31, 2012 and 2013

The following table presents our condensed consolidated statements of operations for the six months ended December 31, 2012 and 2013 (dollars in thousands):

	Six Months Ended December 31,
	2012			2013			$ Change			% Change
Revenue	$	183,464		$	182,667		$	(797	)		-0.4	%
Operating expenses		210,217			210,922			705			0.3	%
Depreciation and amortization		29,660			27,143			(2,517	)		-8.5	%
Loss (gain) on disposal of assets		996			(213	)		(1,209	)		-121.4	%
Impairment of real estate		62			633			571			921.0	%
Loss from operations		(57,471	)		(55,818	)		1,653			-2.9	%
Interest income		3,217			3,722			505			15.7	%
Interest expense on third party debt		(66,433	)		(31,624	)		34,809			-52.4	%
Interest expense on notes payable to affiliates		(113,568	)		(119,858	)		(6,290	)		5.5	%
Loss from equity method investments		(10,933	)		(3,543	)		7,390			-67.6	%
Gain on disposal of equity method investments		18,923			—			(18,923	)		-100.0	%
Loss on extinguishment of debt		(11,152	)		(35,480	)		(24,328	)		218.1	%
Other income (expense), net		1,098			(887	)		(1,985	)		-180.8	%
Loss before income taxes		(236,319	)		(243,488	)		(7,169	)		3.0	%
Income tax expense		342			297			(45	)		-13.2	%
Net loss		(236,661	)		(243,785	)		(7,124	)		3.0	%
Loss attributable to noncontrolling interest		408			654			246			60.3	%
Net loss attributable to Intrawest Resorts Holdings, Inc.	$	(236,253	)	$	(243,131	)	$	(6,878	)		2.9	%

Revenue. Revenue decreased $0.8 million, or 0.4%, from $183.5 million in the six months ended December 31, 2012 to $182.7 million in the six months ended December 31, 2013. The decrease was a result of a decrease in total reportable segment revenue of $9.1 million, which included decreases of $8.0 million and $5.1 million in Adventure and Real Estate revenue, respectively, partially offset by an increase of $4.0 million in Mountain revenue. Partially offsetting the decrease in total reportable segment revenue was a $8.3 million increase in Legacy, non-core and other revenue, which increased from $3.7 million in the six months ended December 31, 2012 to $12.0 million in the six months ended December 31, 2013, which was primarily a result of the sale of non-core real estate.

Operating expenses. Operating expenses increased $0.7 million, or 0.3%, from $210.2 million in the six months ended December 31, 2012 to $210.9 million in the six months ended December 31, 2013. Total reportable segment operating expenses decreased $2.3 million as a result of a $5.3 million increase in Mountain operating expenses, offset by decreases of $6.6 million and $1.0 million in Adventure and Real Estate operating expenses, respectively. Offsetting the decrease in total segment operating expenses was an increase in Legacy, non-core and other expenses of $2.9 million, or 17.4%, from $16.7 million in the six months ended December 31, 2012 to $19.7 million in the six months ended December 31, 2013. The increase in Legacy, non-core and other expenses was primarily the result of the sale of non-core real estate. 

Depreciation and amortization. Depreciation and amortization decreased $2.5 million, or 8.5%, from $29.7 million in the six months ended December 31, 2012 to $27.1 million in the six months ended December 31, 2013. The decrease was primarily due to assets that reached the end of their depreciable lives in the prior year period.

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Interest expense on third party debt. Interest expense on third party debt decreased $34.8 million, or 52.4%, from $66.4 million in the six months ended December 31, 2012 to $31.6 million in the six months ended December 31, 2013. The decrease was a result of the refinancing of our senior debt facilities in December 2012, which lowered the average annual effective interest rate on our senior debt facilities from approximately 12.0% to approximately 9.0%, and lowered the average outstanding principal balance. In December 2013, our senior debt facilities were refinanced, which lowered the average annual effective interest rate to approximately 5.5%.

Interest expense on notes payable to affiliates. Interest expense on notes payable to affiliates increased $6.3 million, or 5.5%, from $113.6 million in the six months ended December 31, 2012 to $119.9 million in the six months ended December 31, 2013. The increase was a result of a higher average principal amount of indebtedness outstanding in the six months ended December 31, 2013. Prior to the Restructuring in December 2013, interest on notes payable to affiliates accrued without payment and was added to the principal balance of the notes on a quarterly basis. In connection with the Restructuring in December 2013, notes payable to affiliates, including accrued and unpaid interest, were either exchanged for our common stock, cancelled, or our subsidiaries were released from their obligations, including guarantor obligations.

Loss from equity method investments. Loss from equity method investments decreased $7.4 million, or 67.6%, from $10.9 million in the six months ended December 31, 2012 to $3.5 million in the six months ended December 31, 2013. The decrease was primarily a result of recording our share of net loss from our investment in Whistler Holdings prior to the sale in December 2012.

Gain on disposal of equity method investments. Gain on disposal of equity method investments was $18.9 million for the six months ended December 31, 2012. In December 2012, we sold our investment in Whistler Holdings for $116.9 million and recognized a $17.9 million gain on the sale. In addition, we recognized a $1.0 million gain on the sale of our partnership interest in Maui Beach Resort, L.P. in November 2012. There were no similar sales in the six months ended December 31, 2013.

Loss on extinguishment of debt. Loss on extinguishment of debt increased $24.3 million, and was attributable to an $11.2 million loss on extinguishment of debt recognized as a result of refinancing our existing senior debt facilities in December 2012 as compared to a $35.5 million loss on extinguishment of debt recognized as a result of the refinancing in December 2013. Loss on extinguishment of debt during the six months ended December 31, 2013 includes the write off of unamortized OID and unamortized financing fees of $26.7 million and call premiums of $8.8 million.

Other income (expense), net. Other income (expense), net decreased $2.0 million, from other income of $1.1 million in the six months ended December 31, 2012 to other expense of $0.9 million in the six months ended December 31, 2013. The decrease was primarily due to a gain recorded in October 2012 as a result of the failure of public stockholders to redeem their shares prior to the end of the redemption period in connection with purchase of the Company by Fortress in 2006.

Income tax expense. Income tax expense decreased less than $0.1 million, or 13.2%. The consolidated income tax expense attributable to the Company was $0.3 million for the six months ended December 31, 2012 and 2013. This represents an effective tax rate of 0.14% and 0.12% for the six months ended December 31, 2012 and 2013, respectively. The effective tax rate for the six months ended December 31, 2012 and 2013 differs from the federal blended statutory rate of 31.17% and 31.65%, respectively, due to changes in recorded valuation allowances for entities in the United States and Canada.

Our Segments

We manage and report operating results through three reportable segments:

• Mountain (74.9% and 64.1%, respectively, of the three and six months ended December 31, 2013 total reportable segment revenue): Our Mountain segment includes our mountain resort and lodging operations at Steamboat, Winter Park, Tremblant, Stratton and Snowshoe, as well as our 50% interest in Blue Mountain.

• Adventure (11.4% and 20.0%, respectively, of the three and six months ended December 31, 2013 total reportable segment revenue): Our Adventure segment includes CMH and our aviation businesses that support CMH and provide services to third parties.

• Real Estate (13.7% and 15.9%, respectively, of the three and six months ended December 31, 2013 total reportable segment revenue): Our Real Estate segment includes our real estate management, marketing and sales businesses, including IRCG, IHM and Playground, as well as our real estate development activities.

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Each of our reportable segments, although integral to the success of the others, 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, our Chief Operating Decision Maker (“CODM”) regularly evaluates the performance of our reportable segments on the basis of revenue and segment Adjusted EBITDA. We also evaluate segment Adjusted EBITDA as a key compensation measure. 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 segment Adjusted EBITDA. Segment Adjusted EBITDA assists us in comparing our segment 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.

Our 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 accounting principles generally accepted in the United States of America (“GAAP”). Reportable 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. See Part I- Item 1, Financial Statements (unaudited), Note 12 “Segment Information” to the condensed consolidated financial statements of Intrawest Resorts Holdings, Inc. included elsewhere in this Quarterly Report on Form 10-Q.

Shown below is a summary of reportable segment revenue and reportable segment Adjusted EBITDA for the three and six months ended December 31, 2012 and 2013:

	Three Months Ended December 31,						Six Months Ended December 31,
	2012			2013			2012			2013
	(in thousands)
Mountain revenue	$	72,038		$	75,991		$	105,297		$	109,296
Adventure revenue		13,079			11,537			42,126			34,154
Real Estate revenue		17,144			13,922			32,292			27,172
Total reportable segment revenue	$	102,261		$	101,450		$	179,715		$	170,622
Mountain Adjusted EBITDA	$	1,234		$	3,094		$	(18,354	)	$	(18,996	)
Adventure Adjusted EBITDA		(6,036	)		(3,083	)		1,117			573
Real Estate Adjusted EBITDA		4,801			1,664			6,870			3,141
Total segment Adjusted EBITDA(a)	$	(1	)	$	1,675		$	(10,367	)	$	(15,282	)

(a) Total segment Adjusted EBITDA equals Adjusted EBITDA. For a reconciliation of net loss attributable to Intrawest Resorts Holdings, Inc. to Adjusted EBITDA see section Non-GAAP Financial Measures.

Mountain

Our Mountain segment is comprised of all of the mountain resort operations at Steamboat, Winter Park, Tremblant, Stratton and Snowshoe, as well as our ancillary resort businesses. Our Mountain segment also includes EBITDA from our 50% ownership interest in Blue Mountain, which is accounted for using the equity method. Our Mountain segment contributed 70.4% and 58.6% of total reportable segment revenue for the three and six month periods ended December 31, 2012, respectively, and 74.9% and 64.1% of total reportable segment revenue for the three and six month periods ended December 31, 2013, respectively.

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Revenue and Mountain Adjusted EBITDA

The Mountain segment earns revenue from a variety of business activities conducted at our mountain resorts.

Lift revenue. Lift revenue is derived from a variety of lift pass products, including multi-resort and single-resort passes, season pass products, frequency card products of varying durations and single and multi-day lift tickets. Our season pass products, including our multi-resort products, are predominately sold prior to the start of the ski season. Season pass revenue, although primarily collected prior to the ski season during a fiscal year, is recognized in our consolidated financial statements during such fiscal year based on historical usage patterns. Frequency pass revenue is recognized as used, and unused portions are recognized at the end of the frequency period.

Lodging revenue. Lodging revenue is derived through our management of rental programs for condominium properties located at or in close proximity to our mountain resorts. We typically receive 25% to 50% of the daily room revenue, with the condominium owners receiving the remaining share of the room revenue. We also earn lodging revenue from hotel properties we own at Winter Park, Stratton and Snowshoe.

Ski School revenue. Ski school revenue is derived through our operation of ski and ride schools at each of our mountain resorts. We are the exclusive provider of these services at each of our resorts.

Retail and rental revenue. Retail and rental revenue is derived from the rental of ski, snowboard and bike equipment and the sale of ski accessories, equipment, apparel, logo wear, gifts and sundries at our on-mountain and base area outlets.

Food and beverage revenue. Food and beverage revenue is derived through our operation of restaurants, bars and other food and beverage outlets at our resorts.

Other revenue. Other revenue is derived from fees earned through a wide variety of activities and ancillary operations, including private clubs, municipal services, call centers, parking operations, golf, summer base area activities, strategic alliances, entertainment events and other resort activities.

Mountain Adjusted EBITDA. Mountain Adjusted EBITDA is Mountain revenue less Mountain operating expenses, adjusted for our pro rata share of EBITDA for our equity method investment in Blue Mountain Resorts Limited. Mountain operating expenses include: wages, incentives and benefits for resort personnel; direct costs of food, beverage and retail inventory; general and administrative expenses; and resort operating expenses, such as contract services, utilities, fuel, permit and lease payments, credit card fees, property taxes, and maintenance and operating supplies.

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Key Business Metrics Evaluated by Management

The Mountain segment operating metrics in this section below do not include Blue Mountain, which we account for using the equity method.

“Skier Visits” We measure visitation volume during the ski season, which is when most of our lift revenue is earned, by the number of “Skier Visits” at our resorts, each of which represents an individual’s use of a paid or complimentary ticket, frequency card or season pass to ski or snowboard at our mountain resorts for any part of one day. The number of Skier Visits, viewed in conjunction with ETP, is the most important indicator of our lift revenue. Changes in the number of Skier Visits have a significant impact on Mountain revenue. The number of Skier Visits is affected by numerous factors, including the quality of the guest experience, the effectiveness of our marketing efforts, pricing policies, snow and weather conditions, overall industry trends, macroeconomic factors and the relative attractiveness of our resort offerings compared to competitive offerings.

“ETP” We measure average ticket price during a given period by calculating our “effective ticket price,” or “ETP,” which is determined by dividing lift revenue by Skier Visits. ETP is influenced by lift product mix and other factors. Season pass products offer unlimited access, subject to certain exceptions and restrictions, for a fixed upfront payment. As a result, season passholders ski frequently and therefore a greater proportion of visits from these passholders will put downward pressure on ETP. This downward pressure on ETP is more pronounced in ski seasons with higher snowfall, as season pass holders increase their usage. Conversely, single- and multi-day lift ticket products are priced per visit and therefore a greater proportion of use of these products will tend to increase our ETP. Our lift product mix is primarily influenced by pricing incentives for season pass and frequency products and the types of visitors we attract (“destination guests” versus “regional guests”). “Destination guests,” who travel to the resort from a significant distance, often visit a resort once or twice per season for extended stays and are therefore likely to purchase multi-day ticket products. Destination guests tend to make travel plans far in advance of their vacation and do not typically change their plans based on snow and weather conditions. By contrast, “regional guests” that drive to the resort for one-day or overnight trips tend to increase visitation when conditions are favorable. Regional guests tend to visit the resort more frequently at a lower ticket price per visit than destination guests. We define destination guests as guests with an address containing a zip code outside the resort’s region. Our definition may be different than other companies and therefore our statistics may not be comparable. Other factors that influence ETP include the number of complimentary or special promotional passes issued by us, the average age of skiers visiting our resorts, the volume of group or promotional sales and the relative volume of products sold through different sales channels, including our call centers, our ecommerce platform and our network of third-party online and traditional travel companies. Products sold at the ticket counter, which has been a declining percentage of lift revenue in recent years, are typically priced higher relative to other channels because walk-up customers are our least price sensitive guests.

“Revenue per Visit” is total Mountain revenue for a given period divided by total Skier Visits during such period. Revenue per Visit is influenced by our mix of guests. Destination guests are more likely to purchase ancillary products and services than regional guests and a higher percentage of destination guests in our skier mix typically increases Revenue per Visit.

“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 periods.

“ADR” or “Average Daily Rate” is determined by dividing gross room revenue during a given period by the number of occupied units under management during such period. ADR is a measure commonly used in the lodging industry and used by our management to track lodging pricing trends. ADR trends provide useful information concerning the pricing environment and the nature of the customer base of a lodging operation. ADR is affected by numerous factors, including the quality of the guest experience, the effectiveness of our marketing efforts, snow and weather conditions, overall industry trends, macroeconomic factors and the relative attractiveness of our resort offerings compared to competing offerings.

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Adventure

The primary business in our Adventure segment is CMH, which provides heli-skiing, mountaineering and hiking at 11 lodges in British Columbia, Canada. To support CMH’s operations, we own a fleet of helicopters that are also used in the off-season for fire suppression in the United States and Canada and other commercial uses. Alpine Aerotech Ltd. provides helicopter maintenance, repair and overhaul services to our fleet of helicopters as well as to aircraft owned by unaffiliated third parties. Our Adventure segment contributed 12.8% and 23.4% of total reportable segment revenue for the three and six months ended December 31, 2012, respectively, and 11.4% and 20.0% of total reportable segment revenue for the three and six months ended December 31, 2013, respectively.

Revenue and Adventure Adjusted EBITDA

Revenue. The Adventure segment earns revenue from a variety of activities conducted at CMH. CMH guest revenue is derived primarily through the sale of adventure packages that include lodging at facilities owned or leased by CMH, food and beverage services and heli-skiing, heli-mountaineering or heli-hiking. In addition to package revenue, CMH earns ancillary revenue from the sale of additional vertical meters of skiing, retail merchandise, massages, alcoholic beverages and the sale of other products and services not included in the vacation package.

The Adventure segment also generates ancillary revenue relating to performance of fire suppression services during the summer months in the Western United States and Western Canada. These activities are performed on an as-needed basis or pursuant to contracts that have a term of one to five years. Ancillary revenue is also derived from MRO services performed by Alpine Aerotech Ltd. on third-party aircraft, as well as from leasing underutilized aircraft to unaffiliated third parties for short term periods ranging from one to 12 months.

Adventure Adjusted EBITDA. Adventure Adjusted EBITDA is Adventure revenue less Adventure operating expenses, adjusted for Adjusted EBITDA attributable to noncontrolling interests. Adventure operating expenses consist primarily of compensation and benefits, fuel, aircraft and facility maintenance expenses, insurance, utilities, permit and lease payments, credit card fees, food and beverage costs, and general and administrative expenses.

Real Estate

Our Real Estate segment is comprised of IRCG, our vacation club business, IHM, which manages condominium hotel properties in Maui, Hawaii and in Mammoth Lakes, California, and Playground, our core residential real estate sales and marketing business. Our Real Estate segment also includes costs associated with our ongoing development activities, including planning activities and land carrying costs. Our Real Estate segment contributed 16.8% and 18.0% of total reportable segment revenue for the three and six months ended December 31, 2012, respectively, and 13.7% and 15.9% of total reportable segment revenue for the three and six months ended December 31, 2013, respectively.

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Revenue and Real Estate Adjusted EBITDA

Revenue. The Real Estate segment primarily earns revenue from IRCG, IHM and Playground. IRCG generates revenue from selling vacation club points in Club Intrawest, managing Club Intrawest properties and running a private exchange company for Club Intrawest’s members. IHM generates revenue from managing rental operations at the Honua Kai Resort and Spa in Maui, Hawaii and the Westin Monache Resort in Mammoth Lakes, California. Playground earns revenue from the commissions on the sales of real estate. During the fiscal periods presented, we did not have any active development projects. We also manage commercial real estate for our properties and third parties through our Real Estate segment.

Real Estate Adjusted EBITDA. Real Estate Adjusted EBITDA is Real Estate revenue less Real Estate operating expenses, plus interest income earned from receivables related to IRCG’s operations, adjusted for our pro rata share of EBITDA for our equity method investments in Mammoth Hospitality Management, LLC (“MHM”) and Chateau M.T. Inc. (“Chateau”). Real Estate operating expenses include: compensation and benefits; insurance; general and administrative expenses; and land carrying costs and development planning and appraisal expenses related to the core entitled land surrounding the bases of our Steamboat, Winter Park, Tremblant, Stratton and Snowshoe resorts.

Legacy, Non-Core and Other Items

Legacy and non-core. Certain activities and assets, and the resulting expenses, gains and losses from such activities and assets, are deemed to be non-core by our CODM when they are not sufficiently related to our ongoing business, we plan to divest or wind them down and they are not reviewed by our CODM in evaluating the performance of our business. Non-core activities and assets that influenced our consolidated results during the financial periods presented but that have not been allocated to our reportable segments include:

• legacy real estate carrying costs and litigation;

• divested non-core operations; and

• remaining non-core operations, including management of non-core commercial properties owned by third parties and our equity method investment in Whistler Holdings and MMSA Holdings, Inc.

We disposed of legacy real estate assets and non-core operations during the three and six months ended December 31, 2012 and 2013. In addition, we recognized losses of $0.1 million and $0.6 million from impairments to the carrying value of our real estate portfolio during the six months ended December 31, 2012 and 2013, respectively. We did not recognize impairment of real estate assets during the three months December 31, 2012 and 2013. As of December 31, 2013, we have divested substantially all of our legacy real estate.

Expenses related to legacy real estate development activities include the carrying costs of legacy real estate assets and legacy litigation consisting of claims for damages related to alleged construction defects, purported disclosure violations and allegations that we failed to construct planned amenities. Many of the claims brought against us were similar to claims brought against residential developers industry-wide in the wake of the 2008 housing market collapse. The vast majority of these claims were filed in 2009 and 2010 when we began litigating hundreds of cases with purchasers who had entered into pre-sale contracts prior to 2010, failed to close on their purchases, and were seeking a return of their security deposits. We have been settling these and other legacy real estate claims on a consistent basis in fiscal 2012 and fiscal 2013 and settled our last two security deposit cases in September 2013. New claims filings relating to legacy real estate litigation are infrequent due to the amount of time that has passed since our last construction project.

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We believe expenses associated with our legacy real estate development activities will diminish in future periods though the trend may not continue. We expect any remaining costs and expenses that we incur in future periods to primarily relate to ongoing real estate litigation in which we are either the defendant or plaintiff. We also expect to incur additional remediation expenses related to pre-2009 construction projects.

Other. We incur certain additional costs that we do not allocate to our operating segments because they relate to items that management does not believe are representative of the underlying performance of our ongoing operations. These items include restructuring costs, severance expenses and non-cash compensation.

Comparison of Segment Results for the Three Months Ended December 31, 2012 and 2013

Mountain

	Three Months Ended December 31,
	2012		2013		Change			% Change
Skier Visits		660,443		742,287		81,844			12.4	%
Revenue per Visit	$	109.08	$	102.37	$	(6.71	)		-6.2	%
ETP	$	45.25	$	42.17	$	(3.08	)		-6.8	%
RevPAR	$	45.80	$	46.25	$	0.45			1.0	%
ADR	$	180.75	$	180.78	$	0.03			0.0	%

Mountain revenue:	(dollars in thousands)
Lift	$	29,883	$	31,299	$	1,416	4.7	%
Lodging		8,951		9,240		289	3.2	%
Ski School		5,907		6,592		685	11.6	%
Retail and Rental		11,202		11,316		114	1.0	%
Food and Beverage		8,131		8,672		541	6.7	%
Other		7,964		8,872		908	11.4	%
Total Mountain revenue	$	72,038	$	75,991	$	3,953	5.5	%
Mountain Adjusted EBITDA	$	1,234	$	3,094	$	1,860	150.7	%

Mountain revenue. Mountain revenue increased $4.0 million, or 5.5%, from $72.0 million in the three months ended December 31, 2012 to $76.0 million in the three months ended December 31, 2013. The increase was primarily due to an increase in Skier Visits of 12.4% compared to the same period in the prior year. Skier Visits increased due to improved snowfall and better ski conditions during the second fiscal quarter of 2014 compared to the same period in the prior year. The increase in Skier Visits exceeded the increase in Mountain revenue, in percentage terms, principally as a result of increased season pass usage. ETP decreased $3.08, or 6.8%, from $45.25 in the three months ended December 31, 2012 to $42.17 in three months ended December 31, 2013. The decrease in ETP was related to a greater proportion of visits from season pass and frequency product holders which puts downward pressure on ETP as season pass and frequency product holders increased their usage. Season pass and frequency product sales for the 2013/2014 ski season increased 23.9% through the second quarter and comprised 36.1% and 42.7% of total lift revenue for each of the three months ended December 31, 2012 and 2013, respectively.

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Lift revenue. Lift revenue increased $1.4 million, or 4.7%, from $29.9 million in the three months ended December 31, 2012 to $31.3 million in the three months ended December 31, 2013. The increase was primarily due to an increase in Skier Visits.

Lodging revenue. Lodging revenue increased $0.3 million, or 3.2%, from $9.0 million in the three months ended December 31, 2012 to $9.2 million in the three months December 31, 2013. The increase was primarily attributable to the increase in RevPAR.

Ski School revenue. Ski School revenue increased $0.7 million, or 11.6%, from $5.9 million in the three months ended December 31, 2012 to $6.6 million in the three months ended December 31, 2013. The increase was primarily due to an increase in Skier Visits.

Retail and Rental revenue. Retail and Rental revenue increased $0.1 million, or 1.0%, from $11.2 million in the three months ended December 31, 2012 to $11.3 million in the three months ended December 31, 2013. The increase was primarily due to an increase in Skier Visits.

Food and Beverage revenue. Food and Beverage revenue increased $0.5 million, or 6.7%, from $8.1 million in the three months ended December 31, 2012 to $8.7 million in the three months ended December 31, 2013. The increase was primarily due to an increase in Skier Visits.

Other revenue. Other revenue increased $0.9 million, or 11.4%, from $8.0 million in the three months ended December 31, 2012 to $8.9 million in the three months ended December 31, 2013. The increase was primarily attributable to a non-recurring increase in revenue from gift cards.

Mountain Adjusted EBITDA. Mountain Adjusted EBITDA increased $1.9 million, from $1.2 million in the three months ended December 31, 2012 to $3.1 million in the three months ended December 31, 2013. The increase in Mountain Adjusted EBITDA was related to a $4.0 million increase in Mountain revenue and a $0.7 million increase in our pro rata share of EBITDA for our equity method investment in Blue Mountain, which increased from a loss of $0.2 million in the three months ended December 31, 2012 to income of $0.5 million in three months ended December 31, 2013. These increases were partially offset by an increase in Mountain operating expense of $2.8 million, from $70.6 million in the three months ended December 31, 2012 to $73.4 million in the three months ended December 31, 2013, which was primarily attributable to an increase in payroll and benefits expenses and other operating expenses.

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Adventure

	Three Months Ended December 31,
	2012			2013			Change			% Change
	(dollars in thousands)
Adventure revenue	$	13,079		$	11,537		$	(1,542	)		-11.8	%
Adventure Adjusted EBITDA	$	(6,036	)	$	(3,083	)	$	2,953			-48.9	%

Adventure revenue. Adventure revenue decreased $1.5 million, or 11.8%, from $13.1 million in the three months ended December 31, 2012 to $11.5 million in the three months ended December 31, 2013. The decrease in Adventure revenue was primarily due to a $1.2 million decrease in ancillary services, from $7.8 million in the three months ended December 31, 2012 to $6.6 million in the three months ended December 31, 2013. The decrease in ancillary services was primarily attributable to a decrease in fire suppression activities and lower revenue from our MRO operations. CMH revenue decreased $0.4 million, from $5.3 million in the three months ended December 31, 2012 to $4.9 million in the three months ended December 31, 2013.

Adventure Adjusted EBITDA. Adventure Adjusted EBITDA increased $3.0 million, or 48.9%, from a loss of $6.0 million for the three months ended December 31, 2012 to a loss of $3.1 million in the three months ended December 31, 2013. The increase in Adventure Adjusted EBITDA was related to a $3.0 million decrease in Adventure operating expenses, from $19.1 million in the three months ended December 31, 2012 to $16.1 million in the three months ended December 31, 2013, primarily attributable to lower variable expenses associated with reduced firefighting activity and lower maintenance expense and by the removal of a loss of $1.5 million of Adjusted EBITDA in the three months ended December 31, 2013 attributable to noncontrolling interest in Alpine Helicopters Inc. as a result of the restructuring of those operations in January 2013. These were partially offset by a $1.5 million decrease in Adventure revenue.

Real Estate

	Three Months Ended December 31,
	2012		2013		Change			% Change
	(dollars in thousands)
Real Estate revenue	$	17,144	$	13,922	$	(3,222	)		-18.8	%
Real Estate Adjusted EBITDA	$	4,801	$	1,664	$	(3,137	)		-65.3	%

Real Estate revenue. Real Estate revenue decreased $3.2 million, or 18.8%, from $17.1 million in the three months ended December 31, 2012 to $13.9 million in the three months ended December 31, 2013. The decrease was primarily related to a $3.0 million decrease in Playground revenue primarily resulting from the acceleration of sales commissions received on the exit of our brokerage engagement at Honua Kai Resort and Spa in December 2012. 

Real Estate Adjusted EBITDA. Real Estate Adjusted EBITDA decreased $3.1 million, or 65.3%, from $4.8 million in the three months ended December 31, 2012 to $1.7 million in the three months ended December 31, 2013. The decrease was primarily attributable to a $3.2 million decrease in Real Estate revenue. Real Estate operating expenses increased $0.3 million, from $13.8 million in the three months ended December 31, 2012 to $14.1 million in the three months ended December 31, 2013, partially offset by a $0.3 million increase in our pro rata share of EBITDA for our equity method investment in MHM which increased from a loss of $0.2 million in the three months ended December 31, 2012 to income of $0.1 million in the three months ended December 31, 2013.

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Comparison of Segment Results for the Six Months Ended December 31, 2012 and 2013

Mountain

	Six Months Ended December 31,
	2012		2013		Change			% Change
Skier Visits		660,443		742,287		81,844			12.4	%
Revenue per Visit	$	159.43	$	147.24	$	(12.19	)		-7.6	%
ETP	$	48.00	$	44.42	$	(3.58	)		-7.5	%
RevPAR	$	42.28	$	41.66	$	(0.62	)		-1.5	%
ADR	$	147.80	$	146.99	$	(0.81	)		-0.5	%

Mountain revenue:	(dollars in thousands)
Lift	$	31,698		$	32,973		$	1,275		4.0	%
Lodging		17,624			17,587			(37	)	-0.2	%
Ski School		6,418			7,125			707		11.0	%
Retail and Rental		16,774			16,906			132		0.8	%
Food and Beverage		14,395			15,021			626		4.3	%
Other		18,388			19,684			1,296		7.0	%
Total Mountain revenue	$	105,297		$	109,296		$	3,999		3.8	%
Mountain Adjusted EBITDA	$	(18,354	)	$	(18,996	)	$	(642	)	3.5	%

Mountain revenue. Mountain revenue increased $4.0 million, or 3.8%, from $105.3 million in the six months ended December 31, 2012 to $109.3 million in the six months ended December 31, 2013. The increase was primarily due to an increase in Skier Visits of 12.4% compared to the same period in the prior year. Skier Visits increased due to improved snowfall and better ski conditions during the second fiscal quarter compared to the same period in the prior year. The increase in Skier Visits exceeded the increase in Mountain revenue, in percentage terms, principally as a result of increased season pass usage. ETP decreased $3.58, or 7.5%, from $48.00 in the six months ended December 31, 2012 to $44.42 in the six months ended December 31, 2013. The decrease in ETP was related to a greater proportion of visits from season pass and frequency product holders which puts downward pressure on ETP as season pass and frequency product holders increase their usage.Season pass and frequency product sales for the 2013/2014 ski season increased 23.9% through the second quarter and consisted of 34.1% and 40.6% of total lift revenue for the six months ended December 31, 2012 and 2013, respectively.

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Lift revenue. Lift revenue increased $1.3 million, or 4.0%, from $31.7 million in the six months ended December 31, 2012 to $33.0 million in the six months ended December 31, 2013. The increase was primarily due to an increase in Skier Visits.

Lodging revenue. Lodging revenue remained relatively flat for the six months ended December 31, 2013 when compared to the six months ended December 31, 2012.

Ski School revenue. Ski School revenue increased $0.7 million, or 11.0%, from $6.4 million in the six months ended December 31, 2012 to $7.1 million in the six months ended December 31, 2013. The increase was primarily due to an increase in Skier Visits.

Retail and Rental revenue. Retail and Rental revenue increased $0.1 million, or 0.8%, from $16.8 million in the six months ended December 31, 2012 to $16.9 million in the six months ended December 31, 2013. The increase was primarily due to an increase in Skier Visits.

Food and Beverage revenue. Food and Beverage revenue increased $0.6 million, or 4.3%, from $14.4 million in the six months ended December 31, 2012 to $15.0 million in the six months ended December 31, 2013. The increase was primarily due to an increase in Skier Visits.

Other revenue. Other revenue increased $1.3 million, or 7.0%, from $18.4 million in the six months ended December 31, 2012 to $19.7 million in the six months ended December 31, 2013. The increase was primarily attributable to an increase in our summer mountain biking operations during the first quarter of fiscal year 2014 and increased revenue from gift cards.

Mountain Adjusted EBITDA. Mountain Adjusted EBITDA decreased $0.6 million, or 3.5%, from a loss of $18.4 million in the six months ended December 31, 2012 to a loss of $19.0 million in the six months ended December 31, 2013. The decrease in Mountain Adjusted EBITDA was related to a $5.3 million increase in Mountain operating expenses, from $123.8 million in the six months ended December 31, 2012 to $129.1 million in the six months ended December 31, 2013, primarily attributable to an increase in payroll and benefits expenses and other operating expenses. Included in operating expenses during the six months ended December 31, 2013 are certain lease payments under our lease agreement at Winter Park of $0.5 million. Under our New Credit Agreement, we add back such lease payments to Adjusted EBITDA. Offsetting the increase in Mountain operating expenses was a $4.0 million increase in Mountain revenue and $0.7 million increase in our pro rata share of EBITDA for our equity method investment in Blue Mountain, which increased from income of $0.2 million in the six months ended December 31, 2012 to income of $0.9 million in the six months ended December 31, 2013.

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Adventure

	Six Months Ended December 31,
	2012		2013		Change			% Change
	(dollars in thousands)
Adventure revenue	$	42,126	$	34,154	$	(7,972	)		-18.9	%
Adventure Adjusted EBITDA	$	1,117	$	573	$	(544	)		-48.7	%

Adventure revenue. Adventure revenue decreased $8.0 million, or 18.9%, from $42.1 million in the six months ended December 31, 2012 to $34.2 million in the six months ended December 31, 2013. The decrease in Adventure revenue was primarily due to a $7.6 million decrease in ancillary services, from $33.1 million in the six months ended December 31, 2012 to $25.5 million in the six months ended December 31, 2013. The decrease in ancillary services was primarily attributable to a decrease in fire suppression activities and lower revenue from our MRO operations. CMH revenue decreased $0.4 million, from $9.0 million in the six months ended December 31, 2012 to $8.6 million in the six months ended December 31, 2013.

Adventure Adjusted EBITDA. Adventure Adjusted EBITDA decreased $0.5 million, or 48.7%, from $1.1 million in the six months ended December 31, 2012 to $0.6 million in the six months ended December 31, 2013. The decrease in Adventure Adjusted EBITDA was related to an $8.0 million decrease in Adventure revenue, partially offset by a $6.6 million decrease in Adventure operating expenses, from $41.0 million in the six months ended December 31, 2012 to $34.4 million in the six months ended December 31, 2013, primarily attributable to lower variable expenses associated with reduced firefighting activities and lower maintenance expense. Additionally Adventure Adjusted EBITDA decreased due to the removal of a loss of $0.8 million of Adjusted EBITDA in the six months ended December 31, 2013 attributable to noncontrolling interest in Alpine Helicopters Inc. as a result of the restructuring of those operations in January 2013.

Real Estate

	Six Months Ended December 31,
	2012		2013		Change			% Change
	(dollars in thousands)
Real Estate revenue	$	32,292	$	27,172	$	(5,120	)		-15.9	%
Real Estate Adjusted EBITDA	$	6,870	$	3,141	$	(3,729	)		-54.3	%

Real Estate revenue. Real Estate revenue decreased $5.1 million, or 15.9%, from $32.3 million in the six months ended December 31, 2012 to $27.2 million in the six months ended December 31, 2013. The decrease was primarily related to a $3.2 million decrease in Playground revenue primarily resulting from the acceleration of sales commissions received on the exit of our brokerage engagement at Honua Kai Resort and Spa in December 2012. Additionally, IRCG revenue decreased $1.0 million due to lower IRCG points sales and unfavorable foreign currency fluctuations.

Real Estate Adjusted EBITDA. Real Estate Adjusted EBITDA decreased $3.7 million, or 54.3%, from $6.9 million in the six months ended December 31, 2012 to $3.1 million in the six months ended December 31, 2013. The decrease was attributable to a $5.1 million decrease in Real Estate revenue, partially offset by a $1.0 million decrease in real estate operating expenses, from $28.6 million in the six months ended December 31, 2012 to $27.6 million in the six months ended December 31, 2013, and by a $0.3 million increase in our pro rata share of EBITDA for our equity method investment in MHM, which increased from loss of $0.1 million in the six months ended December 31, 2012 to income of $0.2 million in the six months ended December 31, 2013. The decrease in real estate operating expenses was primarily due to lower IRCG sales volume.

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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 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.

We remove the following items from net loss attributable to the Company to get to Adjusted EBITDA:

• interest expense, net;

• income tax expense or benefit;

• depreciation and amortization;

• impairments of goodwill, real estate and long-lived assets;

• gains and losses on disposal of assets;

• earnings and losses from equity method investments;

• gains and losses on disposal of equity method investments;

• gains and losses on extinguishment of debt;

• other income (expense), net;

• discontinued operations, net of tax;

• Legacy and other non-core expenses, net; and

• other operating expenses, which include restructuring charges and associated severance expenses, non-cash compensation and other items, including gains, losses, fees, revenue and expenses of transactions which management believes are not representative of the underlying performance of our ongoing operations.

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For purposes of calculating Adjusted EBITDA, we also add to net loss attributable to the Company our pro rata share of Adjusted EBITDA related to equity method investments included within our reportable segments, which include Blue Mountain (Mountain), Chateau M.T. Inc. (Real Estate) and Mammoth Hospitality Management, LLC (Real Estate). We believe the Adjusted EBITDA from these investments is representative of the underlying performance of our ongoing operations. Our pro rata share of Adjusted EBITDA is calculated based on our economic ownership percentage of the applicable equity method investee.

Finally, in calculating Adjusted EBITDA, we adjust net loss attributable to the Company to include net income and losses attributable to noncontrolling interests within our reportable segments, and then remove Adjusted EBITDA attributable to the noncontrolling interest so that only our share of Adjusted EBITDA is captured within Adjusted EBIDTA. Alpine Helicopters (Adventure) was the only consolidated entity within our reportable segments with a noncontrolling interest during the periods presented. All revenue and expenses of noncontrolling interests not within our reportable segments are removed from net loss attributable to the Company to derive Adjusted EBITDA.

The following table reconciles from total segment Adjusted EBITDA to net loss attributable to the Company for the periods presented:

	Three Months Ended December 31,						Six Months Ended December 31,
	2012			2013			2012			2013
	(in thousands)
Total segment Adjusted EBITDA(a)	$	(1	)	$	1,675		$	(10,367	)	$	(15,282	)
Legacy and other non-core expenses, net		(2,905	)		(698	)		(11,774	)		(4,234	)
Other operating expenses		(750	)		(1,981	)		(1,204	)		(3,508	)
Depreciation and amortization		(15,007	)		(13,998	)		(29,660	)		(27,143	)
Gain (loss) on disposal of assets		214			(23	)		(996	)		213
Impairment of real estate		—			—			(62	)		(633	)
Interest income		437			956			918			1,405
Interest expense on third party debt		(31,427	)		(15,160	)		(66,433	)		(31,624	)
Interest expense on notes payable to partners		(58,197	)		(52,753	)		(113,568	)		(119,858	)
Loss from equity method investments		(10,842	)		(1,952	)		(10,933	)		(3,543	)
Pro rata share of EBITDA related to equity method investments		30			(1,016	)		(1,109	)		(2,083	)
Gain on disposal of equity method investments		18,923			—			18,923			—
Adjusted EBITDA attributable to noncontrolling interest		—			(1,466	)		—			(831	)
Loss on extinguishment of debt		(11,152	)		(35,480	)		(11,152	)		(35,480	)
Other income (expense), net		696			(715	)		1,098			(887	)
Income tax benefit (expense)		630			404			(342	)		(297	)
Loss attributable to noncontrolling interest		374			1,090			408			654
Net loss attributable to Intrawest Resorts Holdings, Inc.	$	(108,977	)	$	(121,117	)	$	(236,253	)	$	(243,131	)

(a) Total segment Adjusted EBITDA equals Adjusted EBITDA. For additional discussion of Adjusted EBITDA see Part I—Item 1, Financial Statements (unaudited), Note 12, “Segment Information” to the condensed consolidated financial statements of the Company.

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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 and fund expansions, replacement projects and other capital investments and to ensure that we are poised for external growth in our industries. Our principal sources of liquidity are cash generated from operations, funds from borrowings and existing cash on hand. 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 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 $36.8 million and $32.4 million of cash from operating activities during the six months ended December 31, 2012 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 generating the highest cash flows due to the seasonality of our business.

As part of the refinancing on December 9, 2013, we entered into the New Credit Agreement, which provided for a $540.0 million Term Loan, a $55.0 million New LC Facility, and a $25.0 million New Revolver as described in Part I- Item 1, Financial Statements (unaudited), Note 6, “Long-Term Debt and Note Payable to Affiliates”. The borrowings under the Term Loan, together with cash on hand and $48.3 million contributed to us by Fortress, were used to refinance and extinguish the existing debt under the FY13 Lien Loans.

As of December 31, 2013, we have available capacity of $5.1 million under the New LC Facility and $25.0 million under the New Revolver. The New Credit Agreement contains 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 New Credit Agreement as of December 31, 2013.

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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 $29.0 million. We intend to use such proceeds for working capital and other general corporate purposes, which may include potential investments in, and acquisitions of, ski and adventure travel businesses and assets.

We generated cash flows of $117.9 million during the six months ended December 31, 2012 primarily from the sale of our investment in Whistler Holdings. We also generated cash flows of $0.8 million and $0.1 million during the six months ended December 31, 2012 and 2013, respectively, from the sale of legacy real estate assets. Going forward, we do not expect to generate significant cash flows from non-core asset sales, as we have divested substantially all of our non-core real estate assets.

We expect that our liquidity needs for at least the next twelve months will be met by continued utilization of operating cash flows (primarily those generated in our third fiscal quarter), proceeds from our recent IPO, and borrowings under the FY14 Loans, if needed.

Our cash and cash equivalents balance as of December 31, 2013 was $42.0 million.

Significant Uses of Cash

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

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 non-discretionary, including snow grooming machine replacement, snowmaking equipment upgrades and building refurbishments. We also make capital expenditures that are discretionary in nature that are intended to improve our level of service or increase the scale of our operations. Capital expenditures were $21.2 million and $32.9 million for the six months ended December 31, 2012 and 2013, respectively, or 11.5% and 18.0% of total revenue for the respective periods. The increase in capital expenditures in the six months ended December 31, 2013 was attributable to several growth capital projects undertaken during the fiscal quarters. 

We paid principal, interest and fees to our lenders of $756.2 million and $603.9 million for the six months ended December 31, 2012 and 2013, respectively, as part of the refinancing of our senior debt facilities. The majority of principal payments on our long-term debt under the Term Loan are not due until 2020. Total debt decreased $1.4 billion from June 30, 2013 to December 31, 2013 as a result of the Restructuring.

Our debt service requirements can be impacted by changing interest rates as we had $540.0 million of variable rate debt outstanding as of December 31, 2013. As of December 31, 2013, LIBOR was 0.25%. As our variable rate borrowings have a LIBOR floor of 1%, a 100-basis point increase in LIBOR would cause our annual interest payments to change by approximately $1.4 million. A decrease in LIBOR would not impact our annual interest payments due to the LIBOR floor.

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Cash Flows for the Six Months ended December 31, 2012 and 2013

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

	Six Months Ended December 31,
	2012			2013			Change
	(in thousands)
Net cash (used in) provided by:
Operating activities	$	36,752		$	32,424		$	(4,328	)
Investing activities		97,427			(33,336	)		(130,763	)
Financing activities		(125,443	)		(16,126	)		109,317
Effect of exchange rate on cash		565			(723	)		(1,288	)
Net increase (decrease) in cash and cash equivalents	$	9,301		$	(17,761	)	$	(27,062	)

Operating Activities

The $4.3 million decrease in cash provided by operating activities was primarily related to the $4.9 million decrease in total segment Adjusted EBITDA as well as timing of cash flows related to the change in working capital.

Investing Activities

The $130.8 million decrease in cash provided by investing activities was primarily related to the sale of our investment in Whistler Holdings, which occurred in December 2012 and higher capital expenditures associated with new revenue producing projects at our resorts in the current fiscal year period.

Financing Activities

The $109.3 million decrease in cash used in financing activities was primarily related to lower principal repayments of debt in the current period versus the prior period.

 Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 Contractual Obligations

There were no material changes in our commitments under contractual obligations as disclosed in our Prospectus other than those discussed in Part 1 - Item 1 Financial Statements (unaudited), Note 6, “Long-Term Debt and Notes Payable to Affiliates”.

 Critical Accounting Policies and Estimates

Our condensed consolidated financial statements are prepared in accordance with GAAP. The preparation of these condensed 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 from 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 under different assumptions or conditions.

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 Prospectus.

 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”.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Fluctuations

Our exposure to market risk is limited primarily to the fluctuating interest rates associated with variable rate indebtedness. At December 31, 2013, we had $540.0 million of variable rate indebtedness, representing approximately 95% of our total debt outstanding, at an average interest rate for the three months ended December 31, 2013 of approximately 8%. As of December 31, 2013, LIBOR was 0.25%. As our variable-rate borrowings have a LIBOR floor of 1.0%, a 100 basis point increase in LIBOR would cause our annual interest payments to change by approximately $1.4 million. A decrease in LIBOR would not impact our annual interest payments due to the LIBOR floor. Our market risk exposure fluctuates based on changes in underlying interest rates.

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 financial results are reported 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 any of the other foreign currencies in which we receive revenue against the U.S. dollar will reduce our reported revenue and expenses 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 and expenses from operations in foreign currencies. Total Canadian dollar denominated revenue comprised approximately 47% and 46% for the six months ended December 31, 2012 and 2013. Total Canadian dollar denominated operating expenses comprised approximately 41% and 42% of our operating expenses for the six months ended December 31, 2012 and 2013. Based upon our ownership in international subsidiaries as of December 31, 2013, holding everything else constant, a 10% unfavorable change in the foreign currency exchange rates would decrease our reported revenue and expenses by approximately $7.7 million and $7.9 million, respectively. Variations in exchange rates can significantly affect the comparability of our financial results between financial periods. We do not currently engage in any foreign currency hedging activities related to this exposure.

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 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 our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act), other than those described below, during the fiscal quarter ended December 31, 2013 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

Other Internal Control Matters

In connection with the audit of the financial statements of the Partnership for the fiscal year ended June 30, 2013, in preparation for our IPO, our auditors noted several significant deficiencies in our controls that when aggregated management believes constitute a material weakness in internal control over financial reporting.  For additional information, see the risk factor, which is incorporated herein by reference, entitled: If we are unable to successfully remediate material weaknesses in our internal control over financial reporting, the accuracy and timing of our financial reporting may be adversely affected, which may adversely affect investor confidence in us and, as a result, the value of our common stock under the caption “Risk Factors” in our Prospectus. With the oversight of senior management, we have begun taking steps and will take additional measures to remediate the underlying causes of the material weakness.

Notwithstanding the identified material weakness, management believes the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly represent in all material respects our financial condition, results of operations and cash flows at and for the periods presented in accordance with GAAP. 

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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 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.

By 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 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. 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

All of the Risk Factors contained in the Prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on January 31, 2014, are incorporated herein by reference and filed herewith as Exhibit 99.1.

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

On December 9, 2013, we consummated a restructuring transaction pursuant to which we issued an aggregate of 42,999,900 shares of common stock (or 41,881,903 shares after giving effect to a 0.974-for-1 reverse stock split effected on January 21, 2014) to Fortress and we were released as an obligor with respect to all of our debt owed to affiliates (approximately $1.4 billion). These transactions were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (“Securities Act”).

53

On January 30, 2014, we approved the grant to our non-employee directors of 25,000 shares of restricted stock and approved the grant to our officers and employees of an aggregate of 833,339 restricted stock units to be settled in shares of our common stock or cash, at our election. All of such securities were issued pursuant to our 2014 Omnibus Incentive Plan. The sales of these securities were exempt from registration under the Securities Act, in reliance upon Section 4(2) of the Securities Act, or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer not involving any public offering or pursuant to benefit plans and contracts relating to compensation as provided under Rule 701.  

On February 5, 2014, we completed our IPO of 3,125,000 shares of our common stock at $12.00 per share. The shares sold in the offering were registered under the Securities Act pursuant to the Company’s Registration Statement on Form S-1, as amended, which was declared effective by the SEC on January 30, 2014. Fortress sold an additional 14,843,750 shares of our common stock, including 2,343,750 shares sold upon exercise of an option granted to the underwriters. The common stock is listed on the New York Stock Exchange under the symbol “SNOW.” We generated net proceeds of approximately $29.0 million related to our sale of 3,125,000 shares of our common stock, after deducting underwriting discounts, commissions and offering expenses. We deposited the proceeds from the IPO into a demand deposit account with a U.S. financial institution. We did not receive any proceeds from the sale of our common stock by Fortress. There is no material change in the planned use of proceeds from our IPO as described in our Prospectus.

Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and Bank of America Merrill Lynch acted as joint book-running managers and representatives of the underwriters in the offering. JMP Securities LLC, KeyBanc Capital Markets and Stephens Inc. acted as co-managers in the offering.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

54

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

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

55

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: March 17, 2014	By:	/s/ Gary W. Ferrera
		Gary W. Ferrera
		Executive Vice President, Chief Financial Officer and Treasurer
		Principal Financial Officer and Authorized Signatory
Date: March 17, 2014	By:	/s/ Juan C. Perez
		Juan C. Perez
		Senior Vice President and Corporate Controller
		Principal Accounting Officer

56

EXHIBIT INDEX

		Incorporated by Reference			Filed Herewith	Furnished Herewith
Exhibit Number	Document Description	Form	Exhibit	Filing Date
3.1	Form of Restated Certificate of Incorporation of the Registrant	S-1/A	3.1	January 10, 2014
3.2	Form of Amended and Restated Bylaws of the Registrant	S-1/A	3.2	January 10, 2014
10.1	Stockholders Agreement	S-1/A	10.1	January 10, 2014
10.2	Form of Intrawest Resorts Holdings, Inc. 2014 Omnibus Incentive Plan	S-1/A	10.20	January 21, 2014
10.3	Separation Agreement, dated October 1, 2013, between Intrawest U.S. Holdings Inc. and Dallas E. Lucas	S-1/A	10.21	December 16, 2013
10.4	Credit Agreement, dated December 9, 2013, among Intrawest Operations Group Holdings, LLC, Intrawest Operations Group, LLC, the lenders party thereto, Goldman Sachs Bank USA, as issuing bank, and Goldman Sachs Lending Partner, LLC, as administrative agent	S-1/A	10.22	December 16, 2013
10.5	Form of Restricted Stock Unit Agreement (Other Executive Officers)	S-1/A	10.32	January 21, 2014
10.6	Form of Restricted Stock Agreement (Directors)	S-1/A	10.33	January 21, 2014
31.1	Certification of Principal 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 Principal 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
99.1	Risk Factors				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

57

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: March 17, 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: March 17, 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 quarterly period ended December 31, 2013 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

William A. Jensen

Chief Executive Officer and Director

(Principal Executive Officer)

March 17, 2014

/s/ Gary W. Ferrera

Gary W. Ferrera

Executive Vice President, Chief Financial Officer and Treasurer

(Principal Financial Officer)

March 17, 2014

EX-99.1

Exhibit 99.1

The following is the “Risk Factor” section of the Registrant’s Prospectus included in the Registrant’s Registration Statement on Form S-1 (File No. 333-192252) that was declared effective by the Securities and Exchange Commission on January 30, 2014 which is incorporated by reference in this Quarterly Report on Form 10-Q.

Risks Related to Our Business

Our industry is sensitive to weakness in the economy and we are subject to risks associated with the overall leisure industry.

Weak economic conditions in the United States and Canada or elsewhere in the world, including high unemployment and erosion of consumer confidence, could have a material adverse effect on our industry. We provide skiing and mountain adventure experiences with a relatively high cost of participation. An economic downturn could reduce consumer spending on recreational activities, resulting in declines in visits to, and spending at, our mountain resorts and CMH, which could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows. For example, as a result of economic weakness in Europe in recent years, we saw a decline in European customers at CMH, which have historically comprised more than 40% of our total CMH winter customers. In addition, we may be unable to increase the price of our lift products or other offerings during an economic downturn despite our history of being successful in raising such prices under a variety of economic conditions.

Furthermore, our industry is sensitive to the willingness and ability of individuals to travel. Global or regional events, such as acts of terrorism, the spread of contagious diseases, political events or military conflicts, or increases in commercial airfare or gasoline prices could adversely impact an individual’s willingness or ability to travel to our properties, which could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

Our industry is vulnerable to lack of adequate snowfall or unseasonable weather conditions.

The ability to attract winter customers to mountain resorts is influenced by adequate snowfall and weather conditions. Warm weather may result in rain, snow melt and inadequate natural snowfall and may render snowmaking wholly or partially ineffective in maintaining skiing conditions. For example, the North American 2011/2012 ski season was marked by some of the lowest natural snowfall amounts in 20 years and we saw a decline in skier visits during the 2011/2012 ski season compared to prior years. Conversely, extreme weather conditions may adversely affect the customer experience or result in lift closures and may also make it difficult for customers to access mountain resorts. The early season snow conditions and skier perceptions of early season snow conditions influence the momentum and success of the overall ski season, including pre-season sales of season passes and frequency cards at our mountain resorts. Although heli-skiing is less susceptible to customer fluctuations due to weather conditions than our mountain resorts, as most heli-skiing customers book their visits significantly in advance of the ski season, CMH remains susceptible to risks related to inclement weather because we provide customers with credits, which may be used during future seasons, if weather conditions prevent customers from reaching the guaranteed amount of vertical feet of skiing. As a result, inclement weather at our CMH sites during one ski season may materially adversely affect our CMH results of operations in future years when the credits are used. In addition, unseasonable weather or rain can adversely affect summer visits to our mountain resorts and heli-hiking sites.

Our business is highly seasonal and the occurrence of adverse events during our peak periods could have a material adverse effect on our results of operations and cash flows.

Although each of our mountain resorts and CMH operates as a four-season business, we generate the highest revenues during our second and third fiscal quarters, which is the peak ski season. As a result of the seasonality of our business, our mountain resorts and CMH typically experience operating losses during the first and fourth fiscal quarters of each fiscal year. In addition, throughout our peak quarters, we generate the highest daily revenues 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. Furthermore, we sell a significant portion of our season pass products, pre-sold destination packages and CMH trips during our first fiscal quarter. The seasonality of our revenues and our dependence on peak operating and selling periods increases the impact of certain events on our results of operations. The occurrence of any of the other risk factors discussed herein during these peak operating or selling periods could have a disproportionate and material adverse effect on our results of operations and cash flows.

Variations in the timing of peak periods, holidays and weekends may affect the comparability of our results of operations.

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.

We are vulnerable to the risk of natural disasters, including forest fires, avalanches, landslides, drought and hurricanes.

A severe natural disaster, such as a forest fire, avalanche, landslide, drought or hurricane, may not be fully covered by our insurance policies and may interrupt our operations, require evacuations, severely damage our properties and impede access to our properties in affected areas, any of which could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows. In addition, our ability to attract customers to our properties is influenced by the aesthetics and natural beauty of the outdoor environment where our properties are located. A severe forest fire or other natural disaster could damage our properties or surrounding areas and have a long-term negative impact on customer visitation, as it would take several years for the environment to recover. Our insurance policies may not cover lost revenues due to a decline in visitation caused by damage to our properties or surrounding areas. In recent years, the combination of drought conditions and a pine-beetle epidemic has led to an increase in forest fires in the Western United States, including Colorado.

The high fixed cost structure of our businesses can result in significantly lower margins if visitation to our resorts declines.

Our profitability is highly dependent on visitation. However, the cost structure of our business has significant components that cannot be eliminated when skier visits decline, including costs related to utilities, information technology, insurance, year-round employees and equipment. The occurrence of other risk factors discussed herein could adversely affect visitation at our resorts and we may not be able to reduce fixed costs at the same rate as declining revenues. If cost-cutting efforts are insufficient to offset declines in revenues or are impracticable, we could experience a material decrease in our margins. Accordingly, our profits may be disproportionately reduced during periods of declining revenues.

A disruption in our water supply would impact our snowmaking capabilities and impact our operations.

Our operations are heavily dependent upon our access to adequate supplies of water to make snow and otherwise conduct our operations. Our mountain resorts are subject to federal, state, provincial and local laws and regulations relating to water rights. Changes in these laws and regulations may adversely affect our operations. In addition, drought conditions may adversely affect our water supply. At our mountain resorts in Colorado, we own or have ownership or leasehold interests in water rights individually or through stock ownership in ditch and reservoir companies, groundwater wells and other sources, and the availability of water through these sources is subject to change. In addition, in recent years the United States Forest Service (the “U.S. Forest Service”) has sought to obtain ownership of certain water rights owned by ski resorts located on U.S. Forest Service land. While the U.S. Forest Service has indicated that it no longer intends to seek ownership of such water rights, it may seek to impose limitations on the quantity of water used by a ski area and/or uses to which the water may be put. Our inability to access adequate supplies of water to support our current operations or an expansion of our operations would have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

We face significant competition.

Our mountain resorts directly compete with other resorts in their respective local and regional markets, as well as with other major destination resorts. We also compete with other large resort operators for the sale of multi-mountain passes. Competition within the ski resort industry is based on multiple factors, including location, price, weather conditions, the uniqueness and perceived quality of the terrain for various levels of skill and ability, the atmosphere of the base village, the quality of food and entertainment and ease of travel to the resort (including direct flights by major airlines). In our Adventure segment, we face competition from heli-skiing and snowcat operators in Canada and the United States. Within our Real Estate segment, our managed properties compete with rental management companies, locally-owned independent hotels, as well as facilities and timeshare companies that are owned or managed by national and international chains. These properties also compete for convention and conference business across the North American market. Competition within the hotel and lodging industry is generally based on quality and consistency of rooms, restaurants and meeting facilities and services, attractiveness of locations, availability of a global distribution system, price and other factors. Our competitors may have access to greater financial, marketing and other resources and may have access to financing on more attractive terms than us. As a result, they may be able to devote more resources to improving and marketing their offerings or more readily take advantage of acquisitions or other opportunities. If we are unable to compete successfully, our business, prospects, financial condition, results of operations and cash flows will be materially adversely affected.

We are not the sole property manager at our real estate developments.

We manage a significant portion of the bed base at our resorts and manage rental properties through our Real Estate segment. An individual that has purchased a condominium in one of our developments is not obligated to use our rental management services and, in recent years, third-party services that assist condominium owners in leasing their units without our involvement have become more prevalent. As a result, we have experienced a decline in the number of condominium owners using our rental management services.

In addition, since we are uninvolved in transactions where the condominium owner uses a third-party manager, we are unable to control the quality of the leased units or the customer experience. If customers are unsatisfied, the reputation of the entire development, including units we manage, may be harmed, as most customers do not distinguish between units managed by us and units managed by third parties. If a development’s reputation for a positive customer experience deteriorates, it may become more challenging for us to attract customers to these developments. A decline in customers at a development located at one of our mountain resorts may also lead to a decline in revenues throughout the resort’s business.

Changes in consumer tastes and preferences may affect skier visits at our mountain resorts.

Our success depends on our ability to attract skiers to our mountain resorts. Changes in consumer tastes and preferences, particularly those affecting the popularity of skiing, and other social and demographic trends could adversely affect visitation at our mountain resorts. Furthermore, a reduction in average household income in some of the areas near our resorts, compared to historic levels, combined with the increasing cost of skiing, may make skiing unaffordable for a large percentage of that population. A significant decline in skier visits compared to historical levels would have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

We operate on government land pursuant to the terms of governmental permits that may be revoked or not renewed.

We do not own all of the land on which we conduct our operations. Certain of our mountain resorts and CMH operate on federal or Crown land or land owned by other governmental entities pursuant to the terms of governmental permits, leases or other agreements. In many cases, the permits, leases or other agreements give the applicable agency, including the U.S. Forest Service, the right to review and comment on the construction of improvements in the applicable area and on certain other operational matters. Certain permits, leases or other agreements may also be terminated or modified by the applicable agency for specific reasons or in the event we fail to perform our obligations under the applicable permits, leases or other agreements. In addition, the permits, leases or other agreements may not be renewed. A termination or modification of any of our permits, leases or other agreements could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows. Finally, British Columbia may issue additional permits or licenses to third parties related to the land on which CMH operates, and such additional permits and licenses may deteriorate the heli-skiing experience at CMH and increase competition.

Our operations are subject to extensive laws, rules, regulations and policies administered by various federal, state, provincial and other governmental authorities.

Our operations are subject to a variety of federal, state, provincial and local laws and regulations, including those relating to lift operations, emissions to the air, discharges to water, storage, treatment and disposal of fuel, water and wastes, land use, remediation of contaminated sites and protection of the environment, natural resources and wildlife. We are also subject to worker health and safety laws and regulations. From time to time our operations are subject to inspections by environmental regulators or other regulatory agencies and we may be required to undertake certain remediation activities, including in connection with the onsite use and storage of chemicals and petroleum products that may result in spills or releases. Although to date the costs associated with remediation activities have been immaterial, we may be required to incur material remediation costs in the future. Our efforts to comply with applicable laws and regulations do not eliminate the risk that we may be held liable for breaches of these laws and regulations, which may result in fines and penalties or subject us to claims for damages. Liability for any fines, penalties, damages or remediation costs, or changes in applicable laws or regulations, could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

Our business is capital intensive.

We must regularly expend capital to construct, maintain and renovate our properties in order to remain competitive, maintain the value and brand standards of our properties and comply with applicable laws and regulations. We cannot always predict where capital will need to be expended in any fiscal year and capital expenditures can increase due to forces beyond our control. Further, we cannot be certain that we will have enough capital or that we will be able to raise capital by issuing equity or debt securities or through other financing methods on reasonable terms, if at all, to execute our business plan. A lack of available funds for capital expenditures could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

In addition, our ability to construct, maintain and renovate our properties is subject to a number of risks, including:

• construction delays or cost overruns, including those related to labor and materials;

• the requirement to obtain zoning, occupancy and other required permits or authorizations;

• governmental restrictions on the size or kind of development;

• force majeure events, including forest fires, avalanches, landslides, drought or hurricanes;

• design defects; and

• environmental concerns.

If we are not able to complete capital projects on schedule, or if our investments fail to improve the properties in the manner that we expect, our ability to compete effectively would be diminished and our business, prospects, financial condition, results of operations and cash flows could be materially adversely affected.

We are dependent on significant infrastructure and equipment.

Our infrastructure and equipment, including lifts and helicopters, is costly to maintain, repair and replace and is susceptible to unscheduled maintenance. Much of our infrastructure and equipment will eventually need to be replaced or significantly repaired or modernized, which could result in interruptions to our business, particularly if a key lift at one of our mountain resorts were to require repair during a peak period. The potential interruptions and costs associated with lift replacements may be compounded by the fact there are a limited number of lift manufacturers and a significant portion of the lifts at North American mountain resorts were installed at approximately the same time, and thus may be due for replacement at approximately the same time. In certain cases, the cost of infrastructure or equipment repair or replacement may not be justified by the revenues at the applicable property. As a result, we may close a property, or reduce its offerings, if we determine that it is not cost efficient to replace, maintain or repair our infrastructure and equipment at the property.

Our future acquisitions or other growth opportunities may not be successful.

We actively evaluate potential acquisitions of, and investments in, businesses, properties or assets and we may actively pursue such opportunities from time to time, some of which could be significant. In addition, we intend to evaluate “capital light” opportunities such as managing third-party resort assets and entering into real estate development partnerships. The success of these strategies will depend, in part, on our ability to:

• identify suitable businesses, properties and assets;

• negotiate acquisition or other agreements on acceptable terms;

• complete the transactions within our expected time frame and budget;

• improve the results of operations of the acquired businesses and properties and successfully integrate their operations into our own; and

• respond to any concerns expressed by regulators, including antitrust or competition law concerns.

We may fail to properly complete any or all of these steps. In many cases, we will be competing for these opportunities with third parties that may have substantially greater financial resources than we do.

In addition to facing competition in identifying and consummating successful transactions, acquisitions and other transactions could involve significant risks, including:

• our over-valuation of acquired companies, properties or assets;

• delays in realizing or a failure to realize the benefits, revenues, cost savings and synergies that we anticipate;

• failure to retain key personnel or business relationships and maintain the reputation of the acquired company, property or asset;

• the potential impairment of acquired assets;

• insufficient, or no, indemnification for legal liabilities;

• the assumption of known or unknown liabilities and additional risks of the acquired businesses or properties, including environmental liabilities; and

• operating difficulties that require significant financial and managerial resources that would otherwise be available for the ongoing development or expansion of our existing operations.

We may not be able to obtain financing for acquisitions or other transactions on attractive terms, or at all, and the ability to obtain financing may be restricted by the terms of our outstanding indebtedness or other indebtedness we may incur. In addition, our competitors may be able to obtain financing on more attractive terms than us.

Steamboat is highly dependent on subsidized direct air service from major hub airports.

Most of Steamboat’s customers fly directly from large hub airports to the Yampa Valley Regional Airport, which is 25 miles from the resort. Each ski season, we enter into agreements with major airlines to fly these routes and provide the airlines with subsidies if passenger volume falls below certain pre-established levels. If the routes prove unprofitable to the airlines and any of these airlines decides to stop service to this airport, Steamboat’s skier visits would be materially adversely affected.

We rely on information technology to operate our businesses and maintain our competitiveness, and any failure to adapt to technological developments or industry trends could harm our business.

We depend on the use of information technology and systems, including technology and systems used for reservations, point of sale, e-commerce, accounting, procurement, administration and technologies we make available to our customers. We are currently in the process of updating or replacing many of these systems. Delays or difficulties in implementing these new or enhanced systems may keep us from achieving the desired results in a timely manner or at all. Any interruptions, outages or delays in our systems, or deterioration in their performance, could impair our ability to process transactions and could decrease the quality of service that we offer to our customers.

Our future success depends on our ability to adapt our infrastructure to meet rapidly evolving consumer trends and demands and to respond to competitive service and product offerings. The failure to adopt new technologies and systems in the future may have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

Non-compliance with Payment Card Industry Data Security Standards (“PCI DSS”) may subject us to fines, penalties and civil liability.

We are subject to compliance with PCI DSS, an information security standard for organizations that handle cardholder information from major debit and credit card companies. Currently, we are not fully compliant with PCI DSS. We are currently taking steps to achieve compliance, but our efforts to comply with PCI DSS may result in significant expenses and our ongoing failure to fully comply with PCI DSS may subject us to fines, penalties and civil liability, and may result in the loss of our ability to accept debit and credit card payments or prohibit us from processing transactions through American Express, MasterCard, VISA and other card and payment networks. Even if we become compliant with PCI DSS or other applicable standards, we still may not be able to prevent security breaches involving customer transaction data.

Failure to maintain the integrity of customer or employee data could result in damage to our reputation and subject us to fines, penalties and civil liability.

We collect and store personally identifiable information from customers and employees in the course of doing business and use it for a variety of business purposes, including marketing to our customers through various forms of media. State, provincial and federal governments have enacted laws and regulations to protect consumers and employees against identity theft, including laws governing treatment of personally identifiable information. The regulatory environment and increased threats to the data we store has increased our costs of doing business. Any failure on our part to implement appropriate safeguards or to detect and provide prompt notice of breaches or unauthorized access as required by applicable laws could result in damage to our reputation and subject us to fines, penalties and civil liabilities. If we are required to pay any significant amounts in satisfaction of claims under these laws, or if we are forced to cease our business operations for any length of time as a result of our inability to comply fully with any such law, our business, prospects, financial condition, results of operations and cash flows may be materially adversely affected.

Our business depends on the quality and reputation of our brands, and any deterioration in the quality or reputation of our brands could have an adverse impact on our business.

A negative public image or other adverse events could affect the reputation of one or more of our mountain resorts and other businesses or more generally impact the reputation of our company. If the reputation or perceived quality of our brands declines, our business, prospects, financial condition, results of operations and cash flows could be materially adversely affected. The unauthorized use of our trademarks could also diminish the value of our brands and their market acceptance, competitive advantages or goodwill, which could adversely affect us. In addition, a negative public image or other adverse event occurring in an industry where we operate or a related industry may harm our reputation even if such image or event does directly relate to our brands or business.

We are subject to risks related to currency fluctuations.

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 revenues and operating expenses are transacted in Canadian dollars, principally at Tremblant and within our Adventure segment. During fiscal 2013, approximately 41.6% of our total revenues and 41.3% of our total operating expenses were denominated in Canadian dollars. 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 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Discussion About Market Risk—Foreign Currency Fluctuations.”

Currency variations can also contribute to variations in sales at our mountain resorts and CMH because volatility in foreign exchange rates can impact our customers’ willingness to purchase lift passes or CMH packages. For example, an increase in the value of the Canadian dollar compared to the United States dollar or euro may make our CMH packages less attractive to American and European skiers, respectively.

Certain circumstances may exist whereby our insurance coverage may not cover all possible losses and we may not be able to renew our insurance policies on favorable terms, or at all.

Although we maintain various property and casualty insurance policies and undertake safety and loss prevention programs to address certain risks, our insurance policies do not cover all types of losses and liabilities and in some cases may not be sufficient to cover the ultimate cost of claims which exceed policy limits. If we are held liable for amounts exceeding the limits of our insurance coverage or for claims outside the scope of our coverage, our business, prospects, financial condition, results of operations and cash flows could be materially adversely affected.

In addition, we may not be able to renew our current insurance policies on favorable terms, or at all. Our ability to obtain future insurance coverage at commercially reasonable rates could be materially adversely affected if we or other companies within or outside our industry sustain significant losses or make significant insurance claims.

We are subject to litigation in the ordinary course of business and related to our legacy real estate development activities.

We are involved in various lawsuits and claims that 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, labor and employment, intellectual property and environmental matters, and commercial contract disputes. For example, we are, from time to time, subject to various lawsuits and claims related to injuries occurring at our properties, including due to the use, operation or maintenance of our trails, lifts, aircraft and other facilities.

In addition, we are a defendant in lawsuits related to our pre-2010 legacy real estate construction- and sales-phase development activities, including claims related to alleged construction defects and alleged violations of state and federal laws that require providing purchasers with certain mandated disclosures. Any such claims, regardless of merit, are time consuming and expensive to defend and could divert management’s attention and resources and may materially adversely affect our reputation, even if resolved in our favor. Accordingly, the outcome or existence of current or future litigation may have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

We depend on a seasonal workforce.

We recruit year-round to fill thousands of seasonal positions. Because much of this hiring is done months in advance of the start of the applicable season, we may not be able to accurately predict our staffing needs. In addition, we may not be able to recruit and hire adequate seasonal personnel or hire such personnel at costs consistent with our costs in prior years. This risk is heightened in periods of economic strength, as the market for seasonal labor may become more competitive.

If we do not retain our key personnel or maintain adequate succession plans, our business may suffer.

The success of our business depends, in part, on our senior management, including our chief executive officer, William Jensen, and the development of adequate succession plans. The departure of any key member of the management team and the failure to maintain an adequate succession plan could adversely affect our business and the trading price of our common stock.

We are subject to risks associated with our workforce.

We are subject to various federal, state and provincial laws governing matters such as minimum wage requirements, overtime compensation and other working conditions, citizenship requirements, discrimination and family and medical leave. Our operations in Canada are also subject to laws that may require us to make severance or other payments to employees upon their termination. In addition, we are continuing to assess the impact of U.S. federal healthcare reform law and regulations on our healthcare benefit costs, which will likely increase the amount of healthcare expenses paid by us. Immigration law reform could also impact our workforce because we recruit and hire foreign nationals as part of our seasonal workforce. If our labor-related expenses increase, our operating expenses could increase and our business, financial condition and results of operations could be harmed.

From time to time, we have also experienced non-union employees attempting to unionize. While only a small portion of our employees are unionized at present, we may experience additional union activity in the future. In addition, future legislation could make it easier for unions to organize and obtain collectively bargained benefits, which could increase our operating expenses and negatively affect our business, prospects, financial condition, results of operations and cash flows.

Our real estate development strategy may not be successful.

Our real estate development activities are focused on designing strategies for the development of the land surrounding the base areas of our mountain resorts. Prior to 2010, we were actively engaged in the development of residential real estate, primarily in the United States and Canada. Since 2010, our real estate development activities have been limited to the preservation of core development parcels located at our resorts and, more recently, designing strategies for the future development of this land. Our ability to implement any of these strategies and realize the anticipated benefits of future real estate development projects is subject to a number of risks, including:

• lack of improvement, or deterioration, in real estate markets;

• difficulty in selling units or the ability of buyers to obtain necessary funds to close on units;

• escalation in construction costs due to price increases in commodities, unforeseen conditions, inadequate designs or other causes;

• work stoppages and inadequate internal resources to manage projects;

• shortages in building materials;

• difficulty in financing real estate development projects; and

• difficulty in receiving necessary regulatory approvals.

If these projects are not implemented, in addition to not realizing intended profits from the real estate developments and sales from ancillary products, our customers may choose to go to other resorts that they perceive to have better residential offerings, which could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows. In addition, even if we increase the number of units or beds at our mountain resorts, the projects may not be successful and we may be unable to realize incremental visitor growth or profits.

CMH is dependent on Alpine Helicopters.

In January 2013, we restructured our Alpine Helicopters business to comply with Canadian foreign ownership regulations governing aviation flight services in Canada. The restructuring involved the formation of a new flight services company, Alpine Helicopters. We own a 20% equity interest in Alpine Helicopters and the remaining 80% is held in trust for the benefit of the management and employees of Alpine Helicopters, including the pilots and crew members that support our helicopter operations. We consolidate Alpine Helicopters for GAAP purposes because we are the primary beneficiary.

Alpine Helicopters employs all the pilots who fly the helicopters in the CMH land tenures. As a result of its reliance on Alpine Helicopters, CMH’s business and operations would be negatively affected if Alpine Helicopters were to experience significant disruption affecting its ability to provide helicopter services to CMH. The partial or complete loss of Alpine Helicopter’s services, or a significant adverse change in our relationship with Alpine Helicopters, could result in lost revenue and added costs and harm the image and reputation of CMH as well as negatively impact the CMH customer experience.

Pursuant to a shareholders agreement, we may be required to purchase Blue Mountain Resorts Holdings Inc.’s equity interest in Blue Mountain Resorts Limited.

We and Blue Mountain Holdings each own a 50% equity interest in Blue Mountain Resorts Limited. Pursuant to a shareholders agreement, we have granted Blue Mountain Holdings a put option pursuant to which Blue Mountain Holdings may, subject to certain limitations, sell to us (i) all of its equity interest in Blue Mountain Resorts Limited or (ii) between 10% and 25% of the total amount of the outstanding equity of Blue Mountain Resorts Limited. In both cases, we would be required to purchase the equity interest at 90% of its fair market value. We may not have sufficient cash available to purchase the equity interest if the put option is exercised and we may be required to obtain financing to fund the purchase. Such financing may be unavailable, or only available on unattractive terms. Accordingly, the exercise of the put right by Blue Mountain Holdings may have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

Climate change may adversely impact our results of operations.

There is a growing political and scientific consensus that emissions of greenhouse gases continue to alter the composition of the global atmosphere in ways that are affecting and are expected to continue affecting the global climate. The effects of climate change, including any impact of global warming, could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

Warmer overall temperatures and other effects of climate change may adversely affect skier visits and our revenue and profits. In addition, a steady increase in global temperatures could shorten the ski season. Changes to the amount of snowfall and differences in weather patterns may increase our snowmaking expense, inhibit our snowmaking capabilities and negatively impact skier perceptions of the ski season.

We may be required to further write down our assets.

Under GAAP, if we determine goodwill, intangible assets or real estate held for development are impaired, we are required to write down these assets and record a non-cash impairment charge. As of September 30, 2013, we had goodwill of $94.6 million, intangible assets of $64.5 million and real estate held for development of $154.6 million. Intangible assets consist primarily of permits and licenses, trademarks and tradenames and customer relationships.

We had impairment charges on goodwill, intangible assets and real estate held for development of $149.5 million, $12.5 million and $1.2 million in fiscal 2011, 2012 and 2013, respectively, and $0.1 million and $0.6 million in the three months ended September 30, 2012 and 2013, respectively. Determining whether an impairment exists and the amount of the potential impairment involves quantitative data and qualitative criteria that are based on estimates and assumptions requiring significant management judgment. Future events or new information may change management’s valuation of goodwill, intangible assets or real estate held for development in a short amount of time. The timing and amount of impairment charges recorded in our consolidated statements of operations and write-downs recorded in our consolidated balance sheets could vary if management’s conclusions change. Any impairment of goodwill, intangible assets or real estate held for development could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

We have underfunded pension obligations.

As of September 30, 2013, we had underfunded pension plan liabilities in frozen pension plans in the amount of $35.6 million. Significant changes in the market values of the investments held to fund the pension obligations or a change in the discount rate used to measure these pension obligations may result in a significant increase or decrease in the valuation of these pension obligations, and these changes may affect the net periodic pension cost in the year the change is made and in subsequent years. We may not generate sufficient cash flow to satisfy these obligations. Any inability to satisfy these pension obligations could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

We may not be able to fully utilize our net operating loss carryforwards.

We have recorded a full valuation allowance against these net operating loss carryforwards because we believe that uncertainty exists with respect to the future realization of the loss carryforwards as well as with respect to the amount of the loss carryforwards that will be available in future periods. In addition, these loss carryforwards will be reduced as a result of the Restructuring. To the extent available, we intend to use these net operating loss carryforwards to offset future taxable income associated with our operations. There can be no assurance that we will generate sufficient taxable income in the carryforward period to utilize any remaining loss carryforwards before they expire.

In addition, Section 382 and related provisions of the Internal Revenue Code of 1986, as amended (the “Code”), contains rules that limit for U.S. federal income tax purposes the ability of a company that undergoes an “ownership change” to utilize its net operating losses and certain other tax attributes existing as of the date of such ownership change. Under these rules, such an ownership change is generally an increase in ownership by one or more “five percent shareholders,” within the meaning of Section 382 of the Code, of more than 50% of a company’s stock, directly or indirectly, within a rolling three-year period. If we undergo one or more ownership changes within the meaning of Section 382 of the Code, or if one has already occurred, our net operating losses and certain other tax attributes existing as of the date of each ownership change may be unavailable, in whole or in part, to offset our income and/or reduce or defer our future taxable income associated with our operations, which could have a negative effect on our financial results. While we believe that we have not undergone such an ownership change as of the date hereof, because such an event is outside of our control, no assurance can be given that an ownership change has not already occurred or that this offering (or subsequent transactions) will not result in an ownership change. Any future offerings of equity securities by us or sales of common stock by the Initial Stockholders would increase the likelihood that we undergo an “ownership change” within the meaning of Section 382 of the Code. If an ownership change occurs, the annual utilization of our net operating loss carryforwards and certain other tax attributes may be materially and adversely affected. Upon completion of this offering, our ability to raise future capital by issuing common stock without causing an ownership change may be materially limited.

The Restructuring will reduce our tax attributes.

As a result of the Restructuring, we expect to realize a significant amount of cancellation of debt (“COD”) income. While we do not believe this COD income will result in an immediate tax liability, we will be required to reduce certain of our tax attributes, including, potentially, our net operating loss carryforwards and the tax basis of our assets. These reductions could result in fewer of our net operating losses being available to offset future taxable income associated with our operations, and could increase the gain (or decrease the loss) that we realize on future dispositions of our assets. Accordingly, such reductions could increase our taxable income, or decrease our taxable loss, in future years.

If we are unable to successfully remediate material weaknesses in our internal control over financial reporting, the accuracy and timing of our financial reporting may be adversely affected, which may adversely affect investor confidence in us and, as a result, the value of our common stock.

In connection with the audit of the fiscal 2013 consolidated financial statements of Cayman L.P., our auditors noted several significant deficiencies in our controls, principally as a result of our financial reporting system and accounting resources not being adequate for a public reporting company of our size and complexity. Due to the aggregate amount of significant deficiencies noted across our information technology systems and the risk of unauthorized access to financial reporting systems, as well as the lack of resources that existed within our financing and accounting function required to record complex and non-routine transactions in a timely manner, our management believes that the combination of significant deficiencies constitute a material weakness in internal control over financial reporting. A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting that results in more than a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis.

We have incurred, and expect to continue to incur, significant costs to remediate the deficiencies identified in connection with the audit of the fiscal 2013 consolidated financial statements of Cayman L.P. To date, we have hired several senior information technology professionals and additional personnel with public company financial reporting expertise. We have also begun evaluating and implementing system upgrades as well as further developing and documenting our accounting policies and financial reporting procedures. We cannot assure you, however, that these or other measures will fully remediate the deficiencies or material weakness described above. We also cannot assure you that we have identified all of our existing significant deficiencies and material weaknesses, or that we will not in the future have additional significant deficiencies or material weaknesses.

Neither we nor our independent registered public accounting firm has performed an evaluation of our internal control over financial reporting in accordance with the provisions of the Sarbanes-Oxley Act. Commencing with our annual report on Form 10-K for fiscal 2015, we will be required, under Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. Section 404 of the Sarbanes-Oxley Act also generally requires an attestation from our independent registered public accounting firm on the effectiveness of our internal control over financial reporting. However, for as long as we remain an emerging growth company as defined in the JOBS Act, we intend to take advantage of the exemption permitting us not to comply with the independent registered public accounting firm attestation requirement. It is possible that, had we or our independent registered public accounting firm performed an evaluation of our internal control over financial reporting in accordance with the provisions of the Sarbanes-Oxley Act in connection with the audit of the fiscal 2013 consolidated financial statements of Cayman L.P., additional significant deficiencies and material weaknesses may have been identified.

Our compliance with Section 404 of the Sarbanes-Oxley Act will require that we incur substantial accounting expense and expend significant management efforts. If we fail to implement the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner, we may be subject to sanctions or investigations by regulatory authorities, including the SEC and the NYSE. Furthermore, if we are unable to conclude that our internal control over financial reporting is effective, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline, and we could be subject to sanctions or investigations by regulatory authorities, including the SEC and the NYSE. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

Risks Related to Our Organization and Structure

If the ownership of our common stock continues to be highly concentrated and certain stockholders maintain a right to nominate up to a majority, plus two, of our directors, it may prevent you and other minority stockholders from influencing significant corporate decisions and may result in conflicts of interest.

Immediately following the completion of this offering, the Initial Stockholders will beneficially own approximately 65.3% of our outstanding common stock or 60.1% if the underwriters’ option to purchase additional shares is fully exercised. As a result, the Initial Stockholders will beneficially own shares sufficient for the majority vote over all matters requiring a stockholder vote, including:

• the election of directors;

• mergers, consolidations and acquisitions;

• the sale of all or substantially all of our assets and other decisions affecting our capital structure;

• the amendment of our certificate of incorporation and our bylaws; and

• our winding up and dissolution.

In addition, pursuant to the Stockholders Agreement, Fortress may designate directors for nomination and election to our board of directors. Pursuant to these provisions, Fortress has the ability to appoint up to a majority of the members of our board of directors, plus two directors, for so long as the Initial Stockholders, certain of their permitted transferees and affiliates of Fortress beneficially own, directly or indirectly, at least 30% of our issued and outstanding common stock and certain other conditions are met.

This concentration of ownership may delay, deter or prevent acts that would be favored by our other stockholders. The interests of the Initial Stockholders may not always coincide with our interests or the interests of our other stockholders. This concentration of ownership may also have the effect of delaying, preventing or deterring a change in control of us. Also, the Initial Stockholders may seek to cause us to take courses of action that, in their judgment, could enhance their investment in us, but which might involve risks to our other stockholders or adversely affect us or our other stockholders, including investors in this offering. As a result, the market price of our common stock could decline or stockholders might not receive a premium over the then-current market price of our common stock upon a change in control. In addition, this concentration of share ownership and the ability of Fortress to appoint up to a majority of the members of our board of directors, plus two directors, may adversely affect the trading price of our common stock because investors may perceive disadvantages in owning shares in a company with significant stockholders. See “Principal and Selling Stockholders,” “Description of Capital Stock—Anti-Takeover Effects of Delaware Law, Our Restated Certificate of Incorporation and Our Amended and Restated Bylaws” and “Certain Relationships and Related Party Transactions—Designation and Election of Directors.”

We do not anticipate paying dividends on our common stock.

Any declaration and payment of future dividends to holders of our common stock will be at the discretion of our board of directors in accordance with applicable law after taking into account various factors, including our financial condition, our operating results, our current and anticipated cash needs, the impact on our effective tax rate, our indebtedness, legal requirements and other factors that our board of directors deems relevant. Our debt agreements limit our ability to pay dividends.

Because we are a holding company, our ability to pay cash dividends on our common stock will depend on the receipt of dividends or other distributions from our subsidiaries. Under Delaware law, dividends may be payable only out of surplus, which is calculated as our net assets less our liabilities and our capital, or, if we have no surplus, out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. Until such time that we pay a dividend, our investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment.

Future offerings of equity securities by us or sales of our common stock by our Initial Stockholders may adversely affect us.

In the future, we may issue additional shares of our common stock or other equity securities in connection with financing transactions, our incentive plans or acquisitions. Issuing additional shares of our common stock or other equity securities or securities convertible into equity may dilute the economic and voting rights of our existing stockholders or reduce the market price of our common stock or both. Preferred shares, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the holders of our common stock. Holders of our common stock bear the risk that our future offerings may reduce the market price of our common stock and dilute their stockholdings in us. See “Description of Capital Stock.”

In addition, any issuances of stock by us or sales of stock by the Initial Stockholders would increase the likelihood that we undergo, or may cause, an “ownership change” within the meaning of Section 382 of the Code. If we undergo one or more ownership changes within the meaning of Section 382 of the Code, our net operating losses and certain other tax attributes existing as of the date of each ownership change may be unavailable, in whole or in part, to offset our income and/or reduce or defer our future taxable income associated with our operations, which could have a negative effect on our liquidity. No assurance can be given that any such stock issuance or sale will not cause us to undergo an ownership change within the meaning of Section 382 of the Code. The Initial Stockholders’ interests may differ from our interests or the interests of our other stockholders and the Initial Stockholders may decide to sell shares of stock following this offering, even if such sale would not be favorable to us or our other stockholders or would result in us undergoing an “ownership change” within the meaning of Section 382 of the Code.

Certain provisions of the Stockholders Agreement, our restated certificate of incorporation and our amended and restated bylaws could hinder, delay or prevent a change in control of us, which could adversely affect the price of our common stock.

The Stockholders Agreement, our restated certificate of incorporation and our amended and restated bylaws contain provisions that could make it more difficult for a third party to acquire us without the consent of our board of directors or Fortress. These provisions provide for:

• a classified board of directors with staggered three-year terms;

• removal of directors only for cause and only with the affirmative vote of at least 80% of the voting interest of stockholders entitled to vote (provided, however, that for so long as the Initial Stockholders, certain of their permitted transferees and affiliates of Fortress beneficially own, directly or indirectly, at least 30% of our issued and outstanding common stock, directors may be removed with or without cause with the affirmative vote of a majority of the voting interest of stockholders entitled to vote);

• provisions in our restated certificate of incorporation and amended and restated bylaws prevent stockholders from calling special meetings of our stockholders (provided, however, that for so long as the Initial Stockholders, certain of their permitted transferees and affiliates of Fortress beneficially own, directly or indirectly, at least 20% of our issued and outstanding common stock, any stockholders that collectively beneficially own at least 20% of our issued and outstanding common stock may call special meetings of our stockholders);

• advance notice requirements by stockholders with respect to director nominations and actions to be taken at annual meetings;

• certain rights to Fortress with respect to the designation of directors for nomination and election to our board of directors, including the ability to appoint up to a majority of the members of our board of directors, plus two directors, for so long as the Initial Stockholders, certain of their permitted transferees and affiliates of Fortress beneficially own, directly or indirectly, at least 30% of our issued and outstanding common stock and certain other conditions are met. See “Certain Relationships and Related Party Transactions—Stockholders Agreement;”

• no provision in our restated certificate of incorporation or amended and restated bylaws for cumulative voting in the election of directors, which means that the holders of a majority of the outstanding shares of our common stock can elect all the directors standing for election;

• our restated certificate of incorporation and our amended and restated bylaws only permit action by our stockholders outside a meeting by unanimous written consent, provided, however, that for so long as the Initial Stockholders, certain of their permitted transferees and affiliates of Fortress beneficially own, directly or indirectly, at least 20% of our issued and outstanding common stock, our stockholders may act without a meeting by written consent of a majority of our stockholders; and

• under our restated certificate of incorporation, our board of directors has the authority to cause the issuance of preferred stock from time to time in one or more series and to establish the terms, preferences and rights of any such series of preferred stock, all without approval of our stockholders. Nothing in our restated certificate of incorporation precludes future issuances without stockholder approval of the authorized but unissued shares of our common stock.

In addition, these provisions may make it difficult and expensive for a third party to pursue a tender offer, change in control or takeover attempt that is opposed by Fortress, our management or our board of directors. Public stockholders who might desire to participate in these types of transactions may not have an opportunity to do so, even if the transaction is favorable to stockholders. These anti-takeover provisions could substantially impede the ability of public stockholders to benefit from a change in control or change our management and board of directors and, as a result, may adversely affect the market price of our common stock and your ability to realize any potential change of control premium. See “Description of Capital Stock—Anti-Takeover Effects of Delaware Law, Our Amended and Restated Certificate of Incorporation and Our Amended and Restated Bylaws.”

Fortress and its affiliates have the right to engage or invest in the same or similar businesses as us and the corporate opportunity provisions in our restated certificate of incorporation could enable Fortress and certain stockholders to benefit from corporate opportunities that might otherwise be available to us.

Fortress has other investments and business activities in addition to their ownership of us, including in the industries in which we operate. Fortress or its affiliates, including the Initial Stockholders, have the right, and have no duty to abstain from exercising such right, to engage or invest in the same or similar businesses as us, do business with any of our customers or vendors or employ or otherwise engage any of our officers, directors or employees.

Under our restated certificate of incorporation, if Fortress or its affiliates, including the Initial Stockholders, or any of their officers, directors or employees acquire knowledge of a potential transaction that could be a corporate opportunity, they have no duty to offer such corporate opportunity to us, our stockholders or affiliates. In addition, we have renounced any interest or expectancy in, or in being offered an opportunity to participate in, such corporate opportunities and in the event that any of our directors and officers who is also a director, officer or employee of any of Fortress or its affiliates, including the Initial Stockholders, acquires knowledge of a corporate opportunity or is offered a corporate opportunity, provided that this knowledge was not acquired solely in such person’s capacity as our director or officer and such person acted in good faith, then such person is deemed to have fully satisfied such person’s fiduciary duty and is not liable to us if any of Fortress or its affiliates, including the Initial Stockholders, pursues or acquires such corporate opportunity or if such person did not present the corporate opportunity to us.

Our restated certificate of incorporation will designate the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.

Pursuant to our restated certificate of incorporation, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or (iv) any action asserting a claim governed by the internal affairs doctrine, in each such case subject to the Court of Chancery having personal jurisdiction over the indispensable parties named as defendants. In the event that the Court of Chancery lacks jurisdiction over any such action or proceeding, our restated certificate of incorporation will provide that the sole and exclusive forum for such action or proceeding will be another state or federal court located within the State of Delaware. Our restated certificate of incorporation will further provide that any person or entity purchasing or otherwise acquiring any interest in shares of our common stock is deemed to have notice of and consented to the foregoing provision. The forum selection clause in our amended and restated certificate of incorporation may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.

Risks Related to our Indebtedness

The New Credit Agreement contains, and future debt agreements may contain, restrictions that may limit our flexibility in operating our business.

The New Credit Agreement contains, and documents governing our future indebtedness may contain, numerous covenants that limit the discretion of management with respect to certain business matters. These covenants place restrictions on, among other things, our ability and the ability of our subsidiaries to incur or guarantee additional indebtedness, pay dividends and make other distributions and restricted payments, make certain loans, acquisitions and other investments, enter into agreements restricting our subsidiaries’ ability to pay dividends, engage in certain transactions with stockholders or affiliates, sell certain assets or engage in mergers, acquisitions and other business combinations, amend or otherwise alter the terms of our subordinated indebtedness and create liens. The New Credit Agreement also requires, and documents governing our future indebtedness may require, us or our subsidiaries to meet certain financial ratios and tests in order to incur certain additional debt, make certain loans, acquisitions or other investments, or pay dividends or make other distributions or restricted payments. Our ability and the ability of our subsidiaries to comply with these and other provisions of our debt agreements is dependent on our future performance, which will be subject to many factors, some of which are beyond our control. The breach of any of these covenants or noncompliance with any of these financial ratios and tests could result in an event of default under the applicable debt agreement, which, if not cured or waived, could result in acceleration of the related debt and the acceleration of debt under other instruments evidencing indebtedness that may contain cross-acceleration or cross-default provisions. Variable rate indebtedness subjects us to the risk of higher interest rates, which could cause our future debt service obligations to increase significantly.

Our substantial leverage could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk to the extent of our variable rate debt and prevent us from meeting our obligations under our indebtedness.

Following this offering, we will be significantly leveraged. As of September 30, 2013, our total indebtedness on a pro forma basis after giving effect to the Pro Forma Transactions was $584.5 million. Our significant leverage could have important consequences, including the following: (i) a substantial portion of our cash flow from operations will be dedicated to the payment of principal and interest on indebtedness, thereby reducing the funds available for operations, future business opportunities and capital expenditures; (ii) our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate purposes in the future may be limited; (iii) certain of our borrowings are at variable rates of interest, which increase our vulnerability to increases in interest rates; (iv) we will be at a competitive disadvantage to lesser leveraged competitors; (v) we may be unable to adjust rapidly to changing market conditions; (vi) the debt service requirements of our indebtedness could make it more difficult for us to satisfy our financial obligations; and (vii) we may be vulnerable in a downturn in general economic conditions or in our business and we may be unable to carry out activities that are important to our growth.

Our ability to make scheduled payments of the principal of, to pay interest on or to refinance indebtedness depends on and is subject to our financial and operating performance, which in turn is affected by general and regional economic, financial, competitive, business and other factors beyond our control, including the availability of financing in the international banking and capital markets.

Risks Related to this Offering

An active trading market for our common stock may never develop or be sustained.

Although our common stock has been approved for listing on the NYSE, an active trading market for our common stock may not develop on that exchange or elsewhere or, if developed, that market may not be sustained. Accordingly, if an active trading market for our common stock does not develop or is not maintained, the liquidity of our common stock, your ability to sell your shares of common stock when desired and the prices that you may obtain for your shares of common stock will be adversely affected.

The market price and trading volume of our common stock may be volatile, which could result in rapid and substantial losses for our stockholders.

Even if an active trading market develops, the market price of our common stock may be highly volatile and could be subject to wide fluctuations. In addition, the trading volume in our common stock may fluctuate and cause significant price variations to occur. The initial public offering price of our common stock was determined by negotiation among us, the selling stockholder and the representatives of the underwriters based on a number of factors and may not be indicative of prices that will prevail in the open market following completion of this offering. If the market price of our common stock declines significantly, you may be unable to resell your shares at or above your purchase price, if at all. The market price of our common stock may fluctuate or decline significantly in the future. Some of the factors that could negatively affect our share price or result in fluctuations in the price or trading volume of our common stock include:

• quarterly variations in our operating results;

• operating results that vary from the expectations of securities analysts and investors;

• change in valuations;

• changes in the industries in which we operate;

• announcements by us or companies in our industries of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures, capital commitments, plans, prospects, service offerings or operating results;

• additions or departures of key personnel;

• future sales of our securities;

• other risk factors discussed herein; and

• other unforeseen events.

Stock markets in the United States have experienced extreme price and volume fluctuations. Market fluctuations, as well as general political and economic conditions such as acts of terrorism, prolonged economic uncertainty, a recession or interest rate or currency rate fluctuations, could adversely affect the market price of our common stock.

The unaudited pro forma condensed consolidated financial information does not purport to be indicative of what our actual results of operations and financial condition would have been or will be.

The unaudited pro forma condensed consolidated financial information included in this prospectus is for illustrative and informational purposes only and does not necessarily reflect our results of operations or financial condition had the Pro Forma Transactions occurred at an earlier date. In addition, the unaudited pro forma condensed consolidated financial information does not purport to project our future results of operations and financial condition.

In addition, the pro forma condensed consolidated statement of operations excludes certain non-recurring items that we expect to incur in connection with the Pro Forma Transactions, including costs related to legal, accounting and consulting service. See “Unaudited Pro Forma Condensed Consolidated Financial Information.”

The market price of our common stock could be negatively affected by sales of substantial amounts of our common stock in the public markets.

After this offering, there will be 45,007,000 shares of common stock outstanding. Of our issued and outstanding shares, all the common stock sold in this offering will be freely transferable, except for any shares held by our “affiliates,” as that term is defined in Rule 144 under the Securities Act of 1933 (the “Securities Act”). Following completion of the offering, approximately 65.3% of our outstanding common stock (or 60.1% if the underwriters exercise their option to purchase additional shares in full) will be held by the Initial Stockholders and, subject to the lock-up restrictions described below, can be resold into the public markets in the future in accordance with the requirements of Rule 144. See “Shares Eligible For Future Sale.”

We and our executive officers, directors and the Initial Stockholders have agreed with the underwriters that, subject to certain exceptions, for a period of 180 days after the date of this prospectus, we and they will not directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase or otherwise dispose of any common stock or any securities convertible into or exercisable or exchangeable for common stock, or in any manner transfer all or a portion of the economic consequences associated with the ownership of common stock, or cause a registration statement covering any common stock to be filed, without the prior written consent of Goldman, Sachs & Co. See “Underwriting.”

Pursuant to the Stockholders Agreement, the Initial Stockholders, certain of their affiliates and permitted third party transferees have the right, in certain circumstances, to require us to register their shares of our common stock under the Securities Act for sale into the public markets. The timing of such sales is uncertain and could be influenced by numerous factors, including the market price of our common stock, economic conditions and the contractual obligations or liquidity needs of the Initial Stockholders or their affiliates. All shares sold pursuant to the registration statement will be freely transferable. See “Certain Relationships and Related Party Transactions—Stockholders Agreement.”

The market price of our common stock may decline significantly when the restrictions on resale by our Initial Stockholders lapse. A decline in the price of our common stock might impede our ability to raise capital through the issuance of additional common stock or other equity securities.

Investors in this offering will suffer immediate and substantial dilution.

The initial public offering price of our common stock is substantially higher than the pro forma as adjusted net tangible book value per share issued and outstanding immediately after this offering. Investors who purchase common stock in this offering will pay a price per share that substantially exceeds the net tangible book value per share of common stock immediately prior to this offering. If you purchase shares of our common stock in this offering, you will experience immediate and substantial dilution of $7.80 in the pro forma as adjusted net tangible book value per share. See “Dilution.”

We will have broad discretion in the use of the net proceeds to us from this offering and may not use them effectively.

Our management currently intends to use the net proceeds to us from this offering in the manner described under “Use of Proceeds” and will have broad discretion in the application of the net proceeds to us from this offering. The failure by our management to apply these funds effectively could affect our ability to operate and grow our business.

As a public company, we will incur additional costs and face increased demands on our management.

As a newly public company with shares listed on a U.S. exchange, we will need to comply with an extensive body of regulations that did not apply to us previously, including certain provisions of the Sarbanes Oxley Act of 2002 (the “Sarbanes-Oxley Act”), the Dodd-Frank Wall Street Reform and Consumer Protection Act, regulations of the SEC and requirements of the NYSE. We expect these rules and regulations will increase our legal and financial compliance costs and make some activities more time-consuming and costly. For example, as a result of becoming a public company, we intend to add independent directors and create additional board committees. In addition, we may incur additional costs associated with our public company reporting requirements and maintaining directors’ and officers’ liability insurance. We are currently evaluating and monitoring developments with respect to these rules, which may impose additional costs on us and have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

We are an “emerging growth company” and we cannot be certain whether the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we intend to take advantage of exemptions from various requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act for so long as we are an emerging growth company, which may be for as long as five years following our initial public offering. We cannot predict if investors will find our common stock less attractive because our independent auditors will not have attested to the effectiveness of our internal controls. If some investors find our common stock less attractive as a result of our independent auditors not attesting to the effectiveness of our internal controls or other exemptions of which we plan to take advantage, there may be a less active trading market for our common stock.

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Intangible Assets (Details1) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Jun. 30, 2013
Summary of finite-lived intangible assets
Cost	$ 116,367	$ 117,068
Accumulated amortization	54,487	51,565
Net book value	61,880	65,503
Permits and licenses [Member]
Summary of finite-lived intangible assets
Cost	15,573	15,747
Accumulated amortization	4,478	4,222
Net book value	11,095	11,525
Trademarks and trade names [Member]
Summary of finite-lived intangible assets
Cost	74,915	75,217
Accumulated amortization	26,089	24,302
Net book value	48,826	50,915
Customer relationships [Member]
Summary of finite-lived intangible assets
Cost	16,949	17,105
Accumulated amortization	15,058	14,129
Net book value	1,891	2,976
Other [Member]
Summary of finite-lived intangible assets
Cost	8,930	8,999
Accumulated amortization	8,862	8,912
Net book value	$ 68	$ 87

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Segment Information (Details3) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013	Dec. 31, 2012
Revenue:
Total revenue	$ 102,106	$ 104,269	$ 182,667	$ 183,464
United States [Member]
Revenue:
Total revenue	68,180	68,738	98,342	97,239
International [Member]
Revenue:
Total revenue	$ 33,926	$ 35,531	$ 84,325	$ 86,225

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Income Taxes (Details Textual) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013	Dec. 31, 2012
Income Taxes (Textual) [Abstract]
Income tax (benefit) expense	$ (404)	$ (630)	$ 297	$ 342
Effective tax rate	0.33%	0.57%	(0.12%)	(0.14%)

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Segment Information (Details Textual) (USD $)	3 Months Ended		6 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013 Segment	Dec. 31, 2012
Segment Information (Textual) [Abstract]
Number of reportable segments			3
Revenue from the sale of a parcel of real estate held for development			$ 9,000,000
Interest income	2,090,000	1,580,000	3,722,000	3,217,000
Blue Mountain [Member]
Segment Information (Textual) [Abstract]
Ownership percentage	50.00%		50.00%
IRCG operation [Member]
Segment Information (Textual) [Abstract]
Interest income	$ 1,100,000	$ 1,100,000	$ 2,300,000	$ 2,300,000

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Accumulated Other Comprehensive Income (Details1) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013	Dec. 31, 2012
Summary of changes in accumulated other comprehensive income
Accumulated other comprehensive income, Beginning Balance			$ 148,805
Other comprehensive income (loss):
Restructuring transactions on December 9, 2013			52,670
Foreign currency translation adjustments			(2,764)
Realized portion on cash flow hedge (net of tax of $0)			2,683
Actuarial loss on pensions (net of tax of $0)	(142)	74	(285)	(141)
Accumulated other comprehensive income, Ending Balance	$ 201,109		$ 201,109

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Supplementary Balance Sheet Information (Details1) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Jun. 30, 2013
Receivables - current:
Trade receivables	$ 12,818	$ 14,522
Loans, mortgages and notes receivable	10,762	10,467
Other amounts receivable	25,815	21,642
Allowance for doubtful accounts	(7,808)	(8,333)
Total receivables, current	$ 41,587	$ 38,298

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Subsequent Events (Details Textual) (Subsequent Event [Member], USD $)	0 Months Ended
	Feb. 05, 2014	Jan. 21, 2014	Jan. 30, 2014 Restricted stock [Member] Non-employee directors [Member]	Jan. 30, 2014 Restricted stock [Member] Officers and employees [Member]	Jan. 30, 2014 2014 Omnibus Incentive Plan [Member]	Feb. 18, 2014 Fortress [Member]
Subsequent Events (Textual) [Abstract]
Reverse stock split, conversion ratio		0.974
Common stock reserved for issuance under the plan upon the exercise of awards					4,500,700
Percentage of vested awards granted under the plan					0.33%
Number of shares granted			25,000	833,339
Number of common stock sold	3,125,000
Number of additional shares of common stock sold						14,843,750
Share price of common stock offered under initial public offering	$ 12.00
Number of shares sold upon exercise of option granted						2,343,750
Proceeds by the sale of common stock by Fortress						$ 0

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Supplementary Balance Sheet Information (Tables)

6 Months Ended

Dec. 31, 2013

Supplementary Balance Sheet Information [Abstract]

Summary of receivables

Receivables as of June 30, 2013 and December 31, 2013 consisted of the following (in thousands):

	Fiscal Year End June 30, 2013			December 31, 2013
Receivables – current:
Trade receivables	$	14,522		$	12,818
Loans, mortgages and notes receivable		10,467			10,762
Other amounts receivable		21,642			25,815
Allowance for doubtful accounts		(8,333	)		(7,808	)
	$	38,298		$	41,587

Summary of deferred charges and other

Deferred charges and other as of June 30, 2013 and December 31, 2013 consisted of the following (in thousands):

	Fiscal Year End June 30, 2013		December 31, 2013
Long-term deferred financing costs, net	$	22,124	$	18,648
Deferred IPO costs(a)		—		4,170
Other long-term assets		6,460		4,394
	$	28,584	$	27,212

(a) Deferred IPO costs consist principally of professional fees, printing and registration costs incurred in connection with the IPO. Such costs were deferred until the closing of the IPO on February 5, 2014, at which time the deferred costs will be offset against the offering proceeds.

Summary of accounts payable and accrued liabilities

Accounts payable and accrued liabilities as of June 30, 2013 and December 31, 2013 consisted of the following (in thousands):

	Fiscal Year End June 30, 2013		December 31, 2013
Trade payables	$	53,390	$	83,975
Other payables and accrued liabilities		8,806		4,702
	$	62,196	$	88,677

Summary of deferred revenue and deposits

Deferred revenue and deposits as of June 30, 2013 and December 31, 2013 consisted of the following (in thousands):

	Fiscal Year End June 30, 2013		December 31, 2013
Deferred revenue and deposits – current:
Season pass and other	$	31,262	$	72,458
Lodging and tour deposits		12,147		43,694
Deposits on real estate sales		8,701		6,658
	$	52,110	$	122,810

	Fiscal Year End June 30, 2013		December 31, 2013
Deferred revenue and deposits – long term:
Government grants	$	12,814	$	12,079
Club initiation deposits and other		9,301		9,389
	$	22,115	$	21,468

Summary of other long-term liabilities

Other long-term liabilities as of June 30, 2013 and December 31, 2013 consisted of the following (in thousands):

	Fiscal Year End June 30, 2013		December 31, 2013
Other long-term liabilities:
Pension liability	$	34,456	$	34,827
Other long-term liabilities		21,911		19,815
	$	56,367	$	54,642

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Pension Plans (Details Textual) (USD $)	6 Months Ended
	Dec. 31, 2013 PensionPlans
Pension Plans (Textual) [Abstract]
Number of defined benefit pension plans	3
Number of defined registered benefit pension plans	1
Number of defined nonregistered benefit pension plans	2
Service costs	$ 0
Expected contribution in pension plan	$ 600,000
Mountain Resorts [Member]
Pension Plans (Textual) [Abstract]
Number of defined benefit pension plans	2

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Long-Term Debt and Notes Payable to Affiliates (Details3) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Jun. 30, 2013
Summary of long term debt and capital lease obligation aggregate maturity
2014	$ 10,560
2015	8,939
2016	22,377
2017	5,677
2018	5,696
Thereafter	526,029
Long-term debt	$ 579,278	$ 588,863

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Supplementary Balance Sheet Information (Details5) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Jun. 30, 2013
Other long-term liabilities:
Pension liability	$ 34,827	$ 34,456
Other long-term liabilities	19,815	21,911
Total other long-term liabilities	$ 54,642	$ 56,367

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Segment Information (Details1) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013	Dec. 31, 2012
Revenue:
Total revenue	$ 102,106	$ 104,269	$ 182,667	$ 183,464
Segment Adjusted EBITDA
Legacy and other non-core expenses, net	(698)	(2,905)	(4,234)	(11,774)
Other operating expenses	(1,981)	(750)	(3,508)	(1,204)
Depreciation and amortization	(13,998)	(15,007)	(27,143)	(29,660)
Gain (loss) on disposal of assets	(23)	214	213	(996)
Impairment of real estate			(633)	(62)
Interest income	956	437	1,405	918
Interest expense on third party debt	(15,160)	(31,427)	(31,624)	(66,433)
Interest expense on notes payable to affiliates	(52,753)	(58,197)	(119,858)	(113,568)
Loss from equity method investments	(1,952)	(10,842)	(3,543)	(10,933)
Pro rata share of EBITDA related to equity method investments	(1,016)	30	(2,083)	(1,109)
Gain on disposal of equity method investments		18,923		18,923
Adjusted EBITDA attributable to noncontrolling interest	(1,466)		(831)
Loss on extinguishment of debt	(35,480)	(11,152)	(35,480)	(11,152)
Other income (expense), net	(715)	696	(887)	1,098
Income tax expense	404	630	(297)	(342)
Loss attributable to noncontrolling interest	1,090	374	654	408
Net loss attributable to Intrawest Resorts Holdings, Inc.	(121,117)	(108,977)	(243,131)	(236,253)
Legacy, non-core and other revenue [Member]
Revenue:
Total revenue	656	2,008	12,045	3,749
Operating segments [Member]
Revenue:
Total revenue	101,450	102,261	170,622	179,715
Segment Adjusted EBITDA
Total Segment Adjusted EBITDA	1,675	(1)	(15,282)	(10,367)
Mountain [Member] | Operating segments [Member]
Revenue:
Total revenue	75,991	72,038	109,296	105,297
Segment Adjusted EBITDA
Total Segment Adjusted EBITDA	3,094	1,234	(18,996)	(18,354)
Adventure [Member] | Operating segments [Member]
Revenue:
Total revenue	11,537	13,079	34,154	42,126
Segment Adjusted EBITDA
Total Segment Adjusted EBITDA	(3,083)	(6,036)	573	1,117
Real Estate [Member] | Operating segments [Member]
Revenue:
Total revenue	13,922	17,144	27,172	32,292
Segment Adjusted EBITDA
Total Segment Adjusted EBITDA	$ 1,664	$ 4,801	$ 3,141	$ 6,870

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Accumulated Other Comprehensive Income (Details Textual) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013	Dec. 31, 2012
Accumulated Other Comprehensive Income (Textual) [Abstract]
Realized portion on cash flow hedge tax portion			$ 0
Actuarial loss on pensions tax portion	$ 0	$ 0	$ 0	$ 0

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Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Operating activities:
Net loss	$ (243,785)	$ (236,661)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	27,143	29,660
Loss from equity method investments	3,543	10,933
Distributions of earnings from equity method investments	26	4,843
Provision for doubtful accounts	1,218	1,428
Loss on extinguishment of debt	35,480	11,152
Amortization of deferred financing costs	2,026	2,838
Realized portion on cash flow hedge	2,683	2,102
Amortization of facility fee and discount	1,629	19,124
Gain on disposal of equity method investments and assets	(167)	(18,545)
Accrued interest on notes payable to affiliates	119,858	113,568
Other items, net	465	64
Changes in assets and liabilities:
Restricted cash	(7,461)	(6,253)
Receivables	(914)	(1,380)
Inventories	(11,889)	(5,912)
Prepaid expenses and other assets	(6,432)	(3,591)
Real estate held for development	10,775	3,202
Accounts payable and accrued liabilities	27,748	38,234
Deferred revenue and deposits	70,478	71,946
Net cash provided by operating activities	32,424	36,752
Investing activities:
Capital expenditures	(32,910)	(21,165)
Contributions to equity method investments	(571)	(43)
Proceeds from the sale of equity method investments		117,868
Proceeds from the sale of assets	145	767
Net cash provided by (used in) investing activities	(33,336)	97,427
Financing activities:
Proceeds from issuance of long-term debt	534,600	565,125
Proceeds from restricted cash		60,656
Repayments of bank and other borrowings	(582,725)	(734,164)
Financing costs paid	(17,985)	(19,727)
Contributions from affiliates	49,984	2,667
Net cash used in financing activities	(16,126)	(125,443)
Effect of exchange rate changes on cash	(723)	565
Increase (decrease) in cash and cash equivalents	(17,761)	9,301
Cash and cash equivalents, beginning of period	59,775	46,908
Cash and cash equivalents, end of period	42,014	56,209
Supplemental information:
Cash paid for interest	21,565	27,136
Non-cash investing and financing activities
Property, plant and equipment financed by capital lease obligations	19,565
Exchange of Tranche B Term Loans and Affiliate Loans for equity	$ 1,471,627

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Long-Term Debt and Notes Payable to Affiliates (Details4) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Dec. 31, 2013	Jun. 30, 2013
Notes payable to affiliates
Notes payable to affiliates		$ 1,358,695
Third Lien Loan [Member]
Notes payable to affiliates
Notes payable, Maturity	2019
Notes payable to affiliates		196,991
Accrued interest on Third Lien Loan [Member]
Notes payable to affiliates
Notes payable, Maturity	2019
Notes payable to affiliates		133,328
Tranche B Term Loans [Member]
Notes payable to affiliates
Notes payable, Maturity	2019
Notes payable to affiliates		300,000
Accrued Interest on Tranche B Term Loans [Member]
Notes payable to affiliates
Notes payable, Maturity	2019
Notes payable to affiliates		469,963
Affiliate Loan [Member]
Notes payable to affiliates
Notes payable, Maturity	2019
Notes payable to affiliates		100,000
Accrued interest on Affiliate Loan [Member]
Notes payable to affiliates
Notes payable, Maturity	2019
Notes payable to affiliates		$ 158,413

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Pension Plans (Tables)

6 Months Ended

Dec. 31, 2013

Pension Plans [Abstract]

Components of net pension expense

The following details the components of net pension expense, recorded in operating expense in the condensed consolidated statements of operations for the defined benefit plans for the three and six months ended December 31, 2012 and 2013 (in thousands):

	Executive plans						Employee plans
	Three Months Ended December 31,						Three Months Ended December 31,
	2012			2013			2012			2013
Components of pension expense:
Interest cost	$	393		$	393		$	111		$	111
Expected return on plan assets		(33	)		(33	)		(96	)		(96	)
Actuarial (gain) loss		(40	)		76			(34	)		66
Settlement loss		—			—			111			111
Total pension expense	$	320		$	436		$	92		$	192

	Executive plans						Employee plans
	Six Months Ended December 31,						Six Months Ended December 31,
	2012			2013			2012			2013
Components of pension expense:
Interest cost	$	813		$	786		$	216		$	222
Expected return on plan assets		(75	)		(66	)		(197	)	(192)
Actuarial loss		69			153			72		132
Settlement loss		—			—			156		222
Total pension expense	$	807		$	873		$	247		$	384

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Accumulated Other Comprehensive Income (Tables)

6 Months Ended

Dec. 31, 2013

Accumulated Other Comprehensive Income [Abstract]

Summary of changes in accumulated other comprehensive income

The following table presents the changes in accumulated other comprehensive income (“AOCI”), by component, for the six months ended December 31, 2013 (in thousands):

	Six Months Ended December 31, 2013
Accumulated other comprehensive income, June 30, 2013	$	148,805
Other comprehensive income (loss):
Restructuring transactions on December 9, 2013		52,670
Foreign currency translation adjustments		(2,764	)
Realized portion on cash flow hedge (net of tax of $0)(a)		2,683
Actuarial loss on pensions (net of tax of $0)(b)		(285	)
Accumulated other comprehensive income, December 31, 2013	$	201,109

(a) Amount reclassified out of AOCI is included in interest expense on third party debt in the condensed consolidated statements of operations.

(b) Amount reclassified out of AOCI is included in operating expenses in the condensed consolidated statements of operations.

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Commitments and Contingencies (Details Textual) In Millions, unless otherwise specified	6 Months Ended
	Dec. 31, 2013 USD ($)	Dec. 31, 2013 CAD	Jun. 30, 2013 USD ($)
Commitments and Contingencies (Textual) [Abstract]
Issuance of letters of credit	$ 49.9		$ 52.4
Interest-free government loans for construction of specified four-season tourist facilities at Tremblant	3.3	3.5
Repayable period of loan	7 years	7 years
Authorized amount of government grants to be received	111.5	118.6
Government grants received	$ 80.6	85.7

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Long-Term Debt and Notes Payable to Affiliates (Details Textual) (USD $)	3 Months Ended		6 Months Ended							0 Months Ended	3 Months Ended		6 Months Ended											3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended		3 Months Ended	6 Months Ended		6 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013	Dec. 31, 2012	Jun. 30, 2013	Oct. 11, 2008	Dec. 31, 2013 Fortress [Member]	Dec. 09, 2013 Fortress [Member]	Dec. 04, 2012 Fortress [Member]	Sep. 30, 2013 Winter Park [Member]	Dec. 31, 2013 Interest rate swap [Member]	Dec. 31, 2012 Interest rate swap [Member]	Dec. 31, 2013 Interest rate swap [Member]	Dec. 31, 2012 Interest rate swap [Member]	Dec. 31, 2013 Maximum [Member]	Dec. 31, 2013 Minimum [Member]	Dec. 31, 2013 New LC Facility [Member]	Dec. 31, 2013 New LC Facility [Member] Adjustable [Member]	Dec. 31, 2013 New LC Facility [Member] Maximum [Member]	Dec. 31, 2013 New Revolver [Member]	Dec. 31, 2013 New Revolver [Member] Adjustable [Member]	Dec. 31, 2013 New Revolver [Member] Maximum [Member]	Dec. 31, 2013 FY14 First Lien Loans [Member]	Dec. 31, 2013 FY13 First Lien Loans [Member]	Dec. 31, 2013 FY13 Second Lien Loans [Member]	Dec. 31, 2013 FY13 Lien Loans [Member]	Dec. 31, 2013 FY13 Lien Loans [Member]	Dec. 31, 2013 Government Loan [Member]	Dec. 31, 2013 Term Loan [Member]	Dec. 31, 2013 Term Loan [Member]	Dec. 09, 2013 Term Loan [Member]	Dec. 31, 2013 Term Loan [Member] LIBOR [Member]
Long-term Debt and Notes Payable to Affiliates (Textual) [Abstract]
Term loan																													$ 540,000,000	$ 540,000,000	$ 540,000,000
Additional term loan																													100,000,000	100,000,000
Contribution to company by Fortress							48,300,000	48,300,000	48,300,000
Loss on extinguishment of debt	(35,480,000)	(11,152,000)	(35,480,000)	(11,152,000)																						35,500,000	35,500,000
Debt, maturity date																	Dec. 09, 2018			Dec. 09, 2018										Dec. 09, 2020
Minimum base rate																																1.00%
Debt instrument rate																													5.50%	5.50%
Principal payments amount																														1,400,000
Debt instrument period of first required payment																														2014-03
Debt instrument issue discount, percentage																														1.00%
Debt instrument issue discount, amount																														5,400,000
Debt instrument, unamortized discount																													5,300,000	5,300,000
Long-term deferred financing costs, net	18,648,000		18,648,000		22,124,000																		18,000,000
Remaining unamortized costs																													17,800,000	17,800,000
Extinguishment of debt																								4,400,000	3,800,000
Unamortized financing costs write off	26,716,000																									8,300,000	18,400,000
Increase to capital lease obligation and related capital lease assets			19,565,000							19,600,000
Leases remaining terms															39 years	8 years
Leases, weighted average interest rate percentage			10.00%
Weighted average interest rate on government loan agreements																												5.90%
Maximum borrowing capacity																	55,000,000			25,000,000
Interest rate, description																	LIBOR + 4.50%	LIBOR + 4.25%		LIBOR + 4.50%	LIBOR + 4.25%
Basis spread on LIBOR rate one																	4.50%			4.50%
LIBOR margin rate																	4.25%			4.25%												4.50%
Fronting fees, basis point																	0.25%
Commitment fee, basis point																	0.375%			0.375%
Commitment fee, unutilized commitments																	15.00%
Secured debt leverage ratio																			4.50	4.50		4.50
Letters of credit outstanding	49,900,000		49,900,000		52,400,000												49,900,000			0
LIBOR floor leverage ratio																				7.75
Interest expense	67,900,000	89,600,000	151,500,000	180,000,000							1,100,000	1,100,000	2,700,000	2,100,000															1,800,000	1,800,000
Amortization of deferred financing costs	1,000,000	1,300,000	2,026,000	2,838,000
Fair value of the swap contracts on conversion, liability						$ 111,400,000

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Segment Information (Tables)

6 Months Ended

Dec. 31, 2013

Segment Information [Abstract]

Summary of financial information by reportable segment

Segment Adjusted EBITDA for all periods presented has been calculated using this definition. The following table presents revenue and Adjusted EBITDA for the reportable segments, reconciled to consolidated amounts (in thousands):

	Three Months Ended December 31,						Six Months Ended December 31,
	2012			2013			2012				2013
Revenue:
Mountain	$	72,038		$	75,991		$	105,297		$	109,296
Adventure		13,079			11,537			42,126			34,154
Real Estate		17,144			13,922			32,292			27,172
Total reportable segment revenue		102,261			101,450			179,715			170,622
Legacy, non-core and other revenue(a)		2,008			656			3,749			12,045
Total revenue	$	104,269		$	102,106		$	183,464		$	182,667
Segment Adjusted EBITDA
Mountain(b)	$	1,234		$	3,094		$	(18,354	)	$	(18,996	)
Adventure(c)		(6,036	)		(3,083	)		1,117			573
Real Estate(d), (e)		4,801			1,664			6,870			3,141
Total Segment Adjusted EBITDA		(1	)		1,675			(10,367	)		(15,282	)
Legacy and other non-core expenses, net(f)		(2,905	)		(698	)		(11,774	)		(4,234	)
Other operating expenses(g)		(750	)		(1,981	)		(1,204	)		(3,508	)
Depreciation and amortization		(15,007	)		(13,998	)		(29,660	)		(27,143	)
Gain (loss) on disposal of assets		214			(23	)		(996	)		213
Impairment of real estate		—			—			(62	)		(633	)
Interest income(e)		437			956			918			1,405
Interest expense on third party debt		(31,427	)		(15,160	)		(66,433	)		(31,624	)
Interest expense on notes payable to partners		(58,197	)		(52,753	)		(113,568	)		(119,858	)
Loss from equity method investments(h)		(10,842	)		(1,952	)		(10,933	)		(3,543	)
Pro rata share of EBITDA related to equity  method investments(b), (d)		30			(1,016	)		(1,109	)		(2,083	)
Gain on disposal of equity method investments		18,923			—			18,923			—
Adjusted EBITDA attributable to noncontrolling interest(c)		—			(1,466	)		—			(831	)
Loss on extinguishment of debt		(11,152	)		(35,480	)		(11,152	)		(35,480	)
Other income (expense), net		696			(715	)		1,098			(887	)
Income tax expense		630			404			(342	)		(297	)
Loss attributable to noncontrolling interest		374			1,090			408			654
Net loss attributable to Intrawest Resorts Holdings, Inc.	$	(108,977	)	$	(121,117	)	$	(236,253	)	$	(243,131	)

(a) 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. For the six months ended December 31, 2013, it also includes $9.0 million of revenue from the sale of a parcel of real estate held for development in August 2013.

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

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

(d) 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 EBITDA represents the Company’s share of EBITDA from these equity method investments based on the economic ownership percentage.

(e) Real Estate segment Adjusted EBITDA includes interest income earned from receivables related to the IRCG operations, in the amount of $1.1 million for each of the three months ended December 31, 2012 and 2013 and $2.3 million for each of the six months ended December 31, 2012 and 2013. Interest income reflected in the reconciliation excludes the interest income earned from receivables related to the IRCG operations.

(f) 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 income (loss) from the equity method investment in MMSA Holdings Inc., 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 and allegations that we failed to construct planned amenities.

(g) Includes non-cash compensation, reduction in workforce severance and lease payments pursuant to the lease at Winter Park.

(h) Represents the losses from equity method investments, including: Blue Mountain, Chateau M.T. Inc., Mammoth Hospitality Management, LLC, MMSA Holdings, Inc. and Whistler Blackcomb Holdings, Inc.

Capital expenditures for reportable segments

The following table presents capital expenditures for our reportable segments, reconciled to consolidated amounts for the three and six months ended December 31, 2012 and 2013 (in thousands):

	Three Months Ended December 31,				Six Months Ended December 31,
	2012		2013		2012		2013
Capital Expenditures:
Mountain	$	7,079	$	13,991	$	9,629	$	24,302
Adventure		5,425		4,215		6,074		6,523
Real Estate		1,009		416		1,670		544
Total segment capital expenditures		13,513		18,622		17,373		31,369
Corporate and other		2,561		1,011		3,792		1,541
Total capital expenditures	$	16,074	$	19,633	$	21,165	$	32,910

Summary of Company's revenue by geographic region

The Company’s revenue by geographic region for the three and six months ended December 31, 2012 and 2013 consisted of the following (in thousands):

	Three Months Ended December 31,				Six Months Ended December 31,
	2012		2013		2012		2013
Revenue:
United States	$	68,738	$	68,180	$	97,239	$	98,342
International		35,531		33,926		86,225		84,325
Revenue	$	104,269	$	102,106	$	183,464	$	182,667

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Formation and Business (Details Textual) (USD $)	3 Months Ended		6 Months Ended		0 Months Ended							6 Months Ended				0 Months Ended					0 Months Ended		6 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013 Segment	Dec. 31, 2012	Dec. 09, 2013 Restructuring [Member]	Feb. 18, 2014 Subsequent event [Member]	Feb. 05, 2014 Subsequent event [Member]	Jan. 21, 2014 Subsequent event [Member]	Dec. 31, 2013 Fortress [Member]	Dec. 09, 2013 Fortress [Member]	Dec. 04, 2012 Fortress [Member]	Dec. 31, 2013 Fortress [Member] Restructuring [Member]	Dec. 31, 2012 Fortress [Member] Restructuring [Member]	Dec. 09, 2013 Fortress [Member] Restructuring [Member]	Jun. 30, 2013 Fortress [Member] Restructuring [Member]	Feb. 18, 2014 Fortress [Member] Subsequent event [Member]	Dec. 09, 2013 New Revolver [Member]	Dec. 09, 2013 New LC Facility [Member]	Dec. 31, 2013 Term Loan [Member]	Dec. 09, 2013 Term Loan [Member]	Dec. 09, 2013 Third Lien Loan [Member] Restructuring [Member]	Dec. 09, 2013 Intrawest U.S. and Intrawest ULC [Member] Restructuring [Member]	Dec. 31, 2013 Intrawest U.S. and Intrawest ULC [Member] Fortress [Member] Restructuring [Member]	Dec. 31, 2013 British Columbia [Member] Lodges	Jun. 30, 2013 Europe [Member] Fortress [Member] Restructuring [Member]	Dec. 31, 2013 Blue Mountain [Member]
Organization and Business (Textual) [Abstract]
Number of reportable segments			3
Ownership percentage									60.10%																	50.00%
Number of lodges																								11
Percentage of equity interests																						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					42,999,900
Number of shares of common stock issued					41,881,903
Reverse stock split, conversion ratio					0.974			0.974
Additional notes payable to affiliates identified as released portion from all obligation																					355,600,000
Interest expense related to the non-contributed notes payable to affiliates												24,400,000	23,800,000
Accrued and unpaid interest included in additional notes payable to affiliates					145,600,000
Retained deficit	2,805,726,000		2,805,726,000											2,800,000,000
Contributed capital from partners														1,400,000,000
Effect of Restructuring Activity Assets														4,100,000
Conversion of notes payable to affiliate due to restructuring														1,100,000,000
Conversion of affiliate debt and removal of the Third Lien Loan																					1,500,000,000
Operating loss carryforwards, net															4,000,000,000										2,100,000,000
Decrease in operating loss carryforwards															500,000,000
Estimated remaining net operating loss carryforwards												1,400,000,000
Maximum borrowing capacity																			540,000,000	540,000,000
Maximum borrowing capacity																	25,000,000	55,000,000
Date of refinancing			Dec. 09, 2013
Contribution to company by Fortress									48,300,000	48,300,000	48,300,000
Extinguishment of debt resulting in a non-cash, pre-tax loss	(35,480,000)	(11,152,000)	(35,480,000)	(11,152,000)
Share price of common stock offered under initial public offering							$ 12.00
Number of common stock sold							3,125,000
Number of additional shares of common stock sold																14,843,750
Number of shares sold upon exercise of option granted																2,343,750
Proceeds by the sale of common stock by Fortress																0
Net proceeds after deducting underwriting discounts and commissions						29,000,000
Underwriting discounts and commissions																2,400,000
Offering expenses payable by company																6,100,000
Deferred offering expenses payable	$ 4,170,000		$ 4,170,000						$ 4,200,000
Percentage of equity ownership									60.10%																	50.00%

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Condensed Consolidated Statements of Equity (Unaudited) (Parenthetical) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Dec. 31, 2013	Dec. 31, 2012
Realized portion on cash flow hedge, tax	$ 0	$ 0
Actuarial loss on pensions tax portion	0	0
Accumulated Other Comprehensive Income
Realized portion on cash flow hedge, tax	0	0
Actuarial loss on pensions tax portion	$ 0	$ 0

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Significant Accounting Policies (Details Textual) (USD $)			1 Months Ended
	Dec. 31, 2013	Jun. 30, 2013	Jan. 31, 2013 Alpine Helicopters [Member]	Dec. 31, 2013 Alpine Helicopters [Member]
Significant Accounting Policies (Textual) [Abstract]
Percentage of equity interest reorganization of business			20.00%
Percentage of leased helicopters			100.00%
Total assets	$ 1,125,606,000	$ 1,121,600,000		$ 6,000,000
Total liabilities	866,875,000	2,140,346,000		5,000,000
Estimated deferred losses related to terminated interest rate swap	$ 2,500,000

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Long-Term Debt and Notes Payable to Affiliates (Details1) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Dec. 31, 2013	Jun. 30, 2013
Long-Term Debt
Long-term debt	$ 579,278	$ 588,863
Less current maturities	10,560	8,201
Long-term debt, Noncurrent	568,718	580,662
FY14 First Lien Loans [Member]
Long-Term Debt
Long-term debt, Maturity	2020
Long-term debt	534,664
FY13 First Lien Loans [Member]
Long-Term Debt
Long-term debt, Maturity	2017
Long-term debt		441,669
FY13 Second Lien Loans [Member]
Long-Term Debt
Long-term debt, Maturity	2018
Long-term debt		122,084
Obligations under capital leases [Member]
Long-Term Debt
Long-term debt	39,893	20,264
Obligations under capital leases [Member] | Minimum [Member]
Long-Term Debt
Long-term debt, Maturity	2021
Obligations under capital leases [Member] | Maximum [Member]
Long-Term Debt
Long-term debt, Maturity	2052
Other obligations [Member]
Long-Term Debt
Long-term debt	$ 4,721	$ 4,846
Other obligations [Member] | Minimum [Member]
Long-Term Debt
Long-term debt, Maturity	2014
Other obligations [Member] | Maximum [Member]
Long-Term Debt
Long-term debt, Maturity	2016

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Segment Information (Details2) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013	Dec. 31, 2012
Capital Expenditures:
Total capital expenditures	$ 19,633	$ 16,074	$ 32,910	$ 21,165
Operating segments [Member]
Capital Expenditures:
Total capital expenditures	18,622	13,513	31,369	17,373
Corporate and other [Member]
Capital Expenditures:
Total capital expenditures	1,011	2,561	1,541	3,792
Mountain [Member] | Operating segments [Member]
Capital Expenditures:
Total capital expenditures	13,991	7,079	24,302	9,629
Adventure [Member] | Operating segments [Member]
Capital Expenditures:
Total capital expenditures	4,215	5,425	6,523	6,074
Real Estate [Member] | Operating segments [Member]
Capital Expenditures:
Total capital expenditures	$ 416	$ 1,009	$ 544	$ 1,670

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Condensed Consolidated Balance Sheets (Unaudited) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Jun. 30, 2013
Current assets:
Cash and cash equivalents	$ 42,014	$ 59,775
Restricted cash	21,140	13,685
Receivables, net of allowances of $8,333 and $7,808	41,587	38,298
Inventories	40,855	29,151
Prepaid expenses and other assets	25,790	20,838
Total current assets	171,386	161,747
Receivables, net of allowances of $6,264 and $5,854	33,793	37,779
Amounts due from related parties		6,262
Property, plant and equipment, net of accumulated depreciation of $347,364 and $361,642	501,094	475,856
Real estate held for development	153,096	164,916
Deferred charges and other	27,212	28,584
Equity method investments	82,536	86,344
Intangible assets, net	61,880	65,503
Goodwill	94,609	94,609
Total assets	1,125,606	1,121,600
Current liabilities:
Accounts payable and accrued liabilities	88,677	62,196
Deferred revenue and deposits	122,810	52,110
Long-term debt due within one year	10,560	8,201
Total current liabilities	222,047	122,507
Deferred revenue and deposits	21,468	22,115
Long-term debt	568,718	580,662
Notes payable to affiliates		1,358,695
Other long-term liabilities	54,642	56,367
Total liabilities	866,875	2,140,346
Commitments and contingencies (Note 13)
Partnership units, unlimited number authorized
General partner: 0 units outstanding at June 30, 2013
Limited partners: 1,352,253 units outstanding at June 30, 2013		(1,166,797)
Stockholders' equity:
Preferred stock, $0.01 par value; 300,000,000 shares authorized; 0 issued and outstanding at December 31, 2013
Common stock, $0.01 par value; 2,000,000,000 shares authorized; 41,882,000 shares issued and outstanding at December 31, 2013	419
Additional paid-in capital	2,864,320
Retained deficit	(2,805,726)
Accumulated other comprehensive income	201,109	148,805
Total partner's (deficit)/ stockholders' equity	260,122	(1,017,992)
Noncontrolling interest	(1,391)	(754)
Total (deficit) equity	258,731	(1,018,746)
Total liabilities and equity	$ 1,125,606	$ 1,121,600

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Fair Value of Measurements (Details Textual) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013 Fortress [Member]	Dec. 09, 2013 Fortress [Member]	Dec. 04, 2012 Fortress [Member]	Jun. 30, 2013 Carrying value [Member] FY13 Lien Loans [Member]	Dec. 31, 2013 Carrying value [Member] Term Loan [Member]	Jun. 30, 2013 Fair value [Member] FY13 Lien Loans [Member]	Dec. 31, 2013 Fair value [Member] Term Loan [Member]
Fair Value of Measurements (Textual) [Abstract]
Long-term debt				$ 563.8	$ 534.7	$ 544.7	$ 534.6
Contribution to company by Fortress	$ 48.3	$ 48.3	$ 48.3

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Condensed Consolidated Statements of Comprehensive Loss (Unaudited) (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013	Dec. 31, 2012
Condensed Consolidated Statements of Comprehensive Loss [Abstract]
Realized portion on cash flow hedge, tax	$ 0	$ 0	$ 0	$ 0
Actuarial gain (loss) on pensions, tax	$ 0	$ 0	$ 0	$ 0

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Supplementary Balance Sheet Information (Details3) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Jun. 30, 2013
Summary of accounts payable and accrued liabilities
Trade payables	$ 83,975	$ 53,390
Other payables and accrued liabilities	4,702	8,806
Total accounts payable and accrued liabilities	$ 88,677	$ 62,196

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Commitments and Contingencies

6 Months Ended

Dec. 31, 2013

Commitments and Contingencies [Abstract]

Commitments and Contingencies

13. Commitments and Contingencies

Letters of Credit

The Company issued letters of credit of $52.4 million and $49.9 million at June 30, 2013 and December 31, 2013, respectively, mainly to secure its commitments under self-insurance claims and the closed executive pension plans.

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

The federal government of Canada and the provincial government of Quebec have granted financial assistance to a subsidiary of the Company in the form of interest-free loans and forgivable grants for the construction of specified four-season tourist facilities at Tremblant. Loans totaling CAD $3.5 million (equivalent to $3.3 million USD) as of December 31, 2013 are repayable over seven years starting in 2010. The Company is authorized to receive grants totalling CAD $118.6 million (equivalent to $111.5 million USD), of which the Company has received CAD $85.7 million (equivalent to $80.6 million USD) as of December 31, 2013. Nonrepayable government assistance relating to capital expenditures is reflected as a reduction of the cost of such assets. Reimbursable government loans are presented as long-term debt.

Capital Leases

The Company operates Winter Park under a capital lease that 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.

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Supplementary Balance Sheet Information (Details4) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Jun. 30, 2013
Deferred revenue and deposits - current:
Season pass and other	$ 72,458	$ 31,262
Lodging and tour deposits	43,694	12,147
Deposits on real estate sales	6,658	8,701
Deferred revenue and deposits, current	122,810	52,110
Deferred revenue and deposits - long term:
Government grants	12,079	12,814
Club initiation deposits and other	9,389	9,301
Deferred revenue and deposits, long term	$ 21,468	$ 22,115

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Significant Accounting Policies (Policies)

6 Months Ended

Dec. 31, 2013

Significant Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and related notes included in our prospectus filed with the Securities and Exchange Commission (“SEC”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on January 31, 2014 (“Prospectus”). The condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements. We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). We believe the disclosures made herein are adequate to prevent the information presented from being misleading. The Company’s fiscal year end is June 30.

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.

The Fortress contribution of Intrawest U.S. and Intrawest Canada to the Company is treated as a reorganization of entities under common control. As required by GAAP for common control transactions, all assets and liabilities transferred to the Company as part of the Restructuring were recorded in the financial statements at carryover basis. The European operations held by a wholly-owned subsidiary of the Partnership were not contributed to the Company in connection with the Restructuring. See Note 1, “Formation and Business”.

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 of 2013, the Canadian helicopter business was reorganized and Alpine Helicopters Inc. (“Alpine Helicopters”) was formed in which the Company owns a 20% equity interest. Alpine Helicopters employs all the pilots that fly the helicopters in the CMH land tenures. Alpine Helicopters leases 100% of its helicopters from Intrawest Canada, a consolidated subsidiary, creating economic dependence thus giving Intrawest Canada a variable interest in Alpine Helicopters. Alpine Helicopters is a variable interest entity for which the Company is the primary beneficiary and is consolidated in these financial statements. As of December 31, 2013, Alpine Helicopters had total assets of $6.0 million and total liabilities of $5.0 million.

In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments, which include normal and recurring adjustments, necessary to present fairly the Company’s financial position as of December 31, 2013, and the results of operations and comprehensive income for the three and six months ended December 31, 2012 and 2013, and cash flows for the six months ended December 31, 2012 and 2013. Interim results are not necessarily indicative of full year performance because of the impact of seasonal and short-term variations.

Derivative Financial Instruments

Derivative Financial Instruments

The Company engages in activities that expose it to market risks including the effects of changes in interest rates and exchange rates. Financial exposures are managed as an integral part of the Company’s risk management activities, which seeks to reduce the potentially adverse effect that the volatility of interest rates or exchange rates may have on operating results.

As of June 30, 2013 and December 31, 2013, the Company had no significant outstanding derivative instruments. Prior to October 2008, the Company had outstanding interest rate swaps that were accounted for as cash flow hedges. The outstanding swap contracts were terminated on October 11, 2008, and the deferred loss previously recorded in accumulated other comprehensive income is being recognized in earnings during the period that the hedge covered. The Company estimates that $2.5 million of deferred losses related to the terminated interest rate swaps will be amortized from accumulated other comprehensive income into interest expense in the next 12 months.

Concentration of Credit Risk

Concentration of Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and restricted cash. The Company places its cash and temporary cash investments in high quality credit institutions, but these investments may be in excess of regulatory insurance limits. The Company does not enter into financial instruments for trading or speculative purposes. Concentration of credit risk with respect to trade and notes receivables is limited due to the large number of customers and small transactions associated with the Company’s consumer and retail operations and the wide variety of customers and markets in which the Company transacts business. The Company performs ongoing credit evaluations of its customers and generally does not require collateral, but does require advance deposits on certain transactions.

Receivables

Receivables

Trade receivables are stated at amounts due from customers for the Company’s goods and services net of an allowance for doubtful accounts. The allowance is based on a specific reserve analysis and considers such factors as the customer’s past repayment history, the economic environment and other factors that could affect collectability. Write-offs are evaluated on a case by case basis.

For notes receivable from IRCG customers, interest income is recognized on an accrual basis when earned. Any deferred portion of contractual interest is recognized on methods that approximate the effective interest method over the term of the corresponding note.

Foreign Currency Translation

Foreign Currency Translation

The condensed consolidated financial statements are presented in United States dollars (“USD”). The Company’s Canadian subsidiaries generally use the Canadian dollar (“CAD”) as their functional currency.

The accounts of entities where the USD is not the functional currency are translated into USD using the exchange rate in effect at the balance sheet date for asset and liability amounts and at the average rate in effect for the period for amounts included in the determination of income. Cumulative unrealized gains or losses arising from the translation of the financial position of these subsidiaries into USD are included in the condensed consolidated statements of equity as a component of accumulated other comprehensive income (loss).

Exchange gains or losses arising from transactions that are denominated in foreign currencies into the applicable functional currency are included in the determination of income.

Income Taxes

Income Taxes

Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and the book basis reported in the condensed consolidated balance sheets and for operating loss and tax credit carryforwards. The change in deferred tax assets and liabilities for the period gives rise to the deferred tax provision or benefit for the period. Effects of changes in enacted tax laws on deferred tax assets and liabilities are reflected as adjustments to the tax provision or benefit in the period of enactment. To the extent that it is not considered to be more likely than not that some or all of the deferred tax assets will not be realized, a valuation allowance is provided.

The Company recognizes interest related to uncertain tax positions as a component of income tax expense. Penalties, if incurred, are recorded in operating expenses in the condensed consolidated statements of operations. 

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (“FASB”) issued ASU 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. The ASU does not change the current requirements for reporting net income or other comprehensive income in financial statements. However, the ASU requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. Specifically, the ASU requires the Company to present either in a single note or parenthetically on the face of the financial statements the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and the income statement line items affected by the reclassification. If a component is not required to be reclassified to net income in its entirety, the Company would instead cross- reference to the related note for additional information. The guidance included in ASU 2013-02 was effective for the Company beginning July 1, 2013 and was applied prospectively. The adoption of this authoritative guidance did not have an impact on the Company’s financial position, results of operations or cash flows.

In July 2012, the FASB issued ASU 2012-02, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The Company adopted the provisions of the ASU effective July 1, 2013. The adoption of ASU 2012-02 did not have a material impact on the Company’s financial position, results of operations or cash flows.

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Condensed Consolidated Statements of Equity (Unaudited) (USD $) In Thousands, unless otherwise specified	Total	Restructuring	General Partner	General Partner Restructuring	Limited Partners	Limited Partners Restructuring	Common Stock	Common Stock Restructuring	Additional Paid-in Capital	Additional Paid-in Capital Restructuring	Retained Deficit	Retained Deficit Restructuring	Accumulated Other Comprehensive Income	Accumulated Other Comprehensive Income Restructuring	Noncontrolling Interest
Beginning Balance at Jun. 30, 2012	$ (724,281)				$ (877,879)								$ 153,598
Net loss	(236,661)				(236,253)										(408)
Other comprehensive income (loss):
Foreign currency translation adjustments	13,535												13,536		(1)
Realized portion on cash flow hedge (net of tax of $0)	2,102												2,102
Actuarial loss on pensions (net of tax of $0)	(141)												(141)
Contribution from affiliates	2,667				2,667
Unit-based compensation	317				317
Cash settlement of unit-based compensation	(15)				(15)
Ending Balance at Dec. 31, 2012	(942,477)				(1,111,163)								169,095		(409)
Beginning Balance at Jun. 30, 2013	(1,018,746)				(1,166,797)										(754)
Net loss	(224,865)				(224,288)										(577)
Other comprehensive income (loss):
Contribution from affiliates	1,675				1,675
Ending Balance, Shares at Dec. 09, 2013								41,882
Ending Balance at Dec. 09, 2013		1,519,936				1,389,410		419		2,864,320		(2,786,883)		52,670
Beginning Balance at Jun. 30, 2013	(1,018,746)												148,805		(754)
Net loss	(243,785)
Other comprehensive income (loss):
Foreign currency translation adjustments	(2,747)												(2,764)		17
Realized portion on cash flow hedge (net of tax of $0)	2,683												2,683
Actuarial loss on pensions (net of tax of $0)	(285)												(285)
Ending Balance, Shares at Dec. 31, 2013							41,882
Ending Balance at Dec. 31, 2013	258,731						419		2,864,320				201,109		(1,391)
Beginning Balance, Shares at Dec. 09, 2013								41,882
Beginning Balance at Dec. 09, 2013		1,519,936				1,389,410		419		2,864,320		(2,786,883)		52,670
Net loss	(18,920)										(18,843)				(77)
Ending Balance, Shares at Dec. 31, 2013							41,882
Ending Balance at Dec. 31, 2013	$ 258,731						$ 419		$ 2,864,320		$ (2,805,726)				$ (1,391)

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Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Dec. 31, 2013	Jun. 30, 2013
Condensed Consolidated Balance Sheets [Abstract]
Receivables, net of allowances, current	$ 7,808	$ 8,333
Receivables, net of allowances, noncurrent	5,854	6,264
Property, plant and equipment, net of accumulated depreciation	$ 361,642	$ 347,364
General partner, units outstanding		0
Limited partners, units outstanding		1,352,253
Preferred stock, par value	$ 0.01
Preferred stock, shares authorized	300,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Common stock, par value	$ 0.01
Common stock, shares authorized	2,000,000,000
Common stock, shares issued	41,882,000
Common stock, shares outstanding	41,882,000

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Accumulated Other Comprehensive Income

6 Months Ended

Dec. 31, 2013

Accumulated Other Comprehensive Income [Abstract]

Accumulated Other Comprehensive Income

8. Accumulated Other Comprehensive Income

The following table presents the changes in accumulated other comprehensive income (“AOCI”), by component, for the six months ended December 31, 2013 (in thousands):

	Six Months Ended December 31, 2013
Accumulated other comprehensive income, June 30, 2013	$	148,805
Other comprehensive income (loss):
Restructuring transactions on December 9, 2013		52,670
Foreign currency translation adjustments		(2,764	)
Realized portion on cash flow hedge (net of tax of $0)(a)		2,683
Actuarial loss on pensions (net of tax of $0)(b)		(285	)
Accumulated other comprehensive income, December 31, 2013	$	201,109

(a) Amount reclassified out of AOCI is included in interest expense on third party debt in the condensed consolidated statements of operations.

(b) Amount reclassified out of AOCI is included in operating expenses in the condensed consolidated statements of operations.

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Document and Entity Information	6 Months Ended
	Dec. 31, 2013	Mar. 17, 2014
Document and Entity Information [Abstract]
Entity Registrant Name	Intrawest Resorts Holdings, Inc.
Entity Central Index Key	0001587755
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Dec. 31, 2013
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--06-30
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		45,032,000

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Income Taxes

6 Months Ended

Dec. 31, 2013

Income Taxes [Abstract]

Income Taxes

9. 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 (benefit) expense attributable to the Company was ($0.6) million and $0.3 million for the three and six months ended December 31, 2012, respectively, and ($0.4) million and $0.3 million for the three and six months ended December 31, 2013, respectively. These amounts represent an effective tax rate of 0.57% and (0.14%) for the three and six months ended December 31, 2012, respectively, and 0.33% and (0.12%) for the three and six months ended December 31, 2013, respectively.

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Condensed Consolidated Statements of Operations (Unaudited) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013	Dec. 31, 2012
Condensed Consolidated Statements of Operations [Abstract]
Revenue	$ 102,106	$ 104,269	$ 182,667	$ 183,464
Operating expenses	106,726	109,038	210,922	210,217
Depreciation and amortization	13,998	15,007	27,143	29,660
(Gain) loss on disposal of assets	23	(214)	(213)	996
Impairment of real estate			633	62
Loss from operations	(18,641)	(19,562)	(55,818)	(57,471)
Interest income	2,090	1,580	3,722	3,217
Interest expense on third party debt	(15,160)	(31,427)	(31,624)	(66,433)
Interest expense on notes payable to affiliates	(52,753)	(58,197)	(119,858)	(113,568)
Loss from equity method investments	(1,952)	(10,842)	(3,543)	(10,933)
Gain on disposal of equity method investments		18,923		18,923
Loss on extinguishment of debt	(35,480)	(11,152)	(35,480)	(11,152)
Other income (expense), net	(715)	696	(887)	1,098
Loss before income taxes	(122,611)	(109,981)	(243,488)	(236,319)
Income tax (benefit) expense	(404)	(630)	297	342
Net loss	(122,207)	(109,351)	(243,785)	(236,661)
Loss attributable to noncontrolling interest	1,090	374	654	408
Net loss attributable to Intrawest Resorts Holdings, Inc.	$ (121,117)	$ (108,977)	$ (243,131)	$ (236,253)
Weighted average shares of common stock outstanding, basic and diluted	41,882,000	41,882,000	41,882,000	41,882,000
Net loss attributable to Intrawest Resorts Holdings, Inc. per share, basic and diluted	$ (2.89)	$ (2.60)	$ (5.81)	$ (5.64)

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Supplementary Balance Sheet Information

6 Months Ended

Dec. 31, 2013

Supplementary Balance Sheet Information [Abstract]

Supplementary Balance Sheet Information

3. Supplementary Balance Sheet Information

Receivables

Receivables as of June 30, 2013 and December 31, 2013 consisted of the following (in thousands):

	Fiscal Year End June 30, 2013			December 31, 2013
Receivables – current:
Trade receivables	$	14,522		$	12,818
Loans, mortgages and notes receivable		10,467			10,762
Other amounts receivable		21,642			25,815
Allowance for doubtful accounts		(8,333	)		(7,808	)
	$	38,298		$	41,587

Deferred charges and other

Deferred charges and other as of June 30, 2013 and December 31, 2013 consisted of the following (in thousands):

	Fiscal Year End June 30, 2013		December 31, 2013
Long-term deferred financing costs, net	$	22,124	$	18,648
Deferred IPO costs(a)		—		4,170
Other long-term assets		6,460		4,394
	$	28,584	$	27,212

(a) Deferred IPO costs consist principally of professional fees, printing and registration costs incurred in connection with the IPO. Such costs were deferred until the closing of the IPO on February 5, 2014, at which time the deferred costs will be offset against the offering proceeds.

Accounts payable and accrued liabilities

Accounts payable and accrued liabilities as of June 30, 2013 and December 31, 2013 consisted of the following (in thousands):

	Fiscal Year End June 30, 2013		December 31, 2013
Trade payables	$	53,390	$	83,975
Other payables and accrued liabilities		8,806		4,702
	$	62,196	$	88,677

Deferred revenue and deposits

Deferred revenue and deposits as of June 30, 2013 and December 31, 2013 consisted of the following (in thousands):

	Fiscal Year End June 30, 2013		December 31, 2013
Deferred revenue and deposits – current:
Season pass and other	$	31,262	$	72,458
Lodging and tour deposits		12,147		43,694
Deposits on real estate sales		8,701		6,658
	$	52,110	$	122,810

	Fiscal Year End June 30, 2013		December 31, 2013
Deferred revenue and deposits – long term:
Government grants	$	12,814	$	12,079
Club initiation deposits and other		9,301		9,389
	$	22,115	$	21,468

Other long-term liabilities

Other long-term liabilities as of June 30, 2013 and December 31, 2013 consisted of the following (in thousands):

	Fiscal Year End June 30, 2013		December 31, 2013
Other long-term liabilities:
Pension liability	$	34,456	$	34,827
Other long-term liabilities		21,911		19,815
	$	56,367	$	54,642

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Significant Accounting Policies

6 Months Ended

Dec. 31, 2013

Significant Accounting Policies [Abstract]

Significant Accounting Policies

2. Significant Accounting Policies

Basis of Presentation

The condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and related notes included in our prospectus filed with the Securities and Exchange Commission (“SEC”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on January 31, 2014 (“Prospectus”). The condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements. We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). We believe the disclosures made herein are adequate to prevent the information presented from being misleading. The Company’s fiscal year end is June 30.

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.

The Fortress contribution of Intrawest U.S. and Intrawest Canada to the Company is treated as a reorganization of entities under common control. As required by GAAP for common control transactions, all assets and liabilities transferred to the Company as part of the Restructuring were recorded in the financial statements at carryover basis. The European operations held by a wholly-owned subsidiary of the Partnership were not contributed to the Company in connection with the Restructuring. See Note 1, “Formation and Business”.

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 of 2013, the Canadian helicopter business was reorganized and Alpine Helicopters Inc. (“Alpine Helicopters”) was formed in which the Company owns a 20% equity interest. Alpine Helicopters employs all the pilots that fly the helicopters in the CMH land tenures. Alpine Helicopters leases 100% of its helicopters from Intrawest Canada, a consolidated subsidiary, creating economic dependence thus giving Intrawest Canada a variable interest in Alpine Helicopters. Alpine Helicopters is a variable interest entity for which the Company is the primary beneficiary and is consolidated in these financial statements. As of December 31, 2013, Alpine Helicopters had total assets of $6.0 million and total liabilities of $5.0 million.

In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments, which include normal and recurring adjustments, necessary to present fairly the Company’s financial position as of December 31, 2013, and the results of operations and comprehensive income for the three and six months ended December 31, 2012 and 2013, and cash flows for the six months ended December 31, 2012 and 2013. Interim results are not necessarily indicative of full year performance because of the impact of seasonal and short-term variations. 

Derivative Financial Instruments

The Company engages in activities that expose it to market risks including the effects of changes in interest rates and exchange rates. Financial exposures are managed as an integral part of the Company’s risk management activities, which seeks to reduce the potentially adverse effect that the volatility of interest rates or exchange rates may have on operating results.

As of June 30, 2013 and December 31, 2013, the Company had no significant outstanding derivative instruments. Prior to October 2008, the Company had outstanding interest rate swaps that were accounted for as cash flow hedges. The outstanding swap contracts were terminated on October 11, 2008, and the deferred loss previously recorded in accumulated other comprehensive income is being recognized in earnings during the period that the hedge covered. The Company estimates that $2.5 million of deferred losses related to the terminated interest rate swaps will be amortized from accumulated other comprehensive income into interest expense in the next 12 months.

Concentration of Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and restricted cash. The Company places its cash and temporary cash investments in high quality credit institutions, but these investments may be in excess of regulatory insurance limits. The Company does not enter into financial instruments for trading or speculative purposes. Concentration of credit risk with respect to trade and notes receivables is limited due to the large number of customers and small transactions associated with the Company’s consumer and retail operations and the wide variety of customers and markets in which the Company transacts business. The Company performs ongoing credit evaluations of its customers and generally does not require collateral, but does require advance deposits on certain transactions.

Receivables

Trade receivables are stated at amounts due from customers for the Company’s goods and services net of an allowance for doubtful accounts. The allowance is based on a specific reserve analysis and considers such factors as the customer’s past repayment history, the economic environment and other factors that could affect collectability. Write-offs are evaluated on a case by case basis.

For notes receivable from IRCG customers, interest income is recognized on an accrual basis when earned. Any deferred portion of contractual interest is recognized on methods that approximate the effective interest method over the term of the corresponding note.

Foreign Currency Translation

The condensed consolidated financial statements are presented in United States dollars (“USD”). The Company’s Canadian subsidiaries generally use the Canadian dollar (“CAD”) as their functional currency.

The accounts of entities where the USD is not the functional currency are translated into USD using the exchange rate in effect at the balance sheet date for asset and liability amounts and at the average rate in effect for the period for amounts included in the determination of income. Cumulative unrealized gains or losses arising from the translation of the financial position of these subsidiaries into USD are included in the condensed consolidated statements of equity as a component of accumulated other comprehensive income (loss).

Exchange gains or losses arising from transactions that are denominated in foreign currencies into the applicable functional currency are included in the determination of income.

Income Taxes

Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and the book basis reported in the condensed consolidated balance sheets and for operating loss and tax credit carryforwards. The change in deferred tax assets and liabilities for the period gives rise to the deferred tax provision or benefit for the period. Effects of changes in enacted tax laws on deferred tax assets and liabilities are reflected as adjustments to the tax provision or benefit in the period of enactment. To the extent that it is not considered to be more likely than not that some or all of the deferred tax assets will not be realized, a valuation allowance is provided.

The Company recognizes interest related to uncertain tax positions as a component of income tax expense. Penalties, if incurred, are recorded in operating expenses in the condensed consolidated statements of operations. 

Recent Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (“FASB”) issued ASU 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. The ASU does not change the current requirements for reporting net income or other comprehensive income in financial statements. However, the ASU requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. Specifically, the ASU requires the Company to present either in a single note or parenthetically on the face of the financial statements the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and the income statement line items affected by the reclassification. If a component is not required to be reclassified to net income in its entirety, the Company would instead cross- reference to the related note for additional information. The guidance included in ASU 2013-02 was effective for the Company beginning July 1, 2013 and was applied prospectively. The adoption of this authoritative guidance did not have an impact on the Company’s financial position, results of operations or cash flows.

In July 2012, the FASB issued ASU 2012-02, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The Company adopted the provisions of the ASU effective July 1, 2013. The adoption of ASU 2012-02 did not have a material impact on the Company’s financial position, results of operations or cash flows.

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Subsequent Events

6 Months Ended

Dec. 31, 2013

Subsequent Events [Abstract]

Subsequent Events

14. Subsequent Events

Reverse stock split

On January 21, 2014, the Company effected a 0.974-for-1 reverse stock split with no change in par value. This transaction is treated as a stock split for accounting purposes and all share and per share data is presented as if the reverse stock split occurred at the beginning of all periods presented.

Basic and diluted net loss per share attributable to common stockholders for the three and six months ended December 31, 2012 and 2013 were computed using the number of shares outstanding after giving effect to the Restructuring and the 0.974-for-1 reverse stock split.

Employee Incentive Plan

On January 30, 2014, the Company’s board of directors approved the terms of the 2014 Omnibus Incentive Plan (the “Plan”). In connection with the Company’s IPO, 4,500,700 shares of the Company’s common stock were reserved for issuance under the Plan upon the exercise of awards that were or will be issued to the Company’s employees, non-employee directors, independent contractors and consultants. In addition, on January 30, 2014, the Company’s board of directors approved the grant to the Company’s non-employee directors of 25,000 shares of restricted stock and approved the grant to the Company’s officers and employees of 833,339 restricted stock units to be settled in shares of the Company’s common stock or cash, at the Company’s election.

The Plan provides for awards of options, stock appreciation rights, restricted stock, restricted stock units, stock bonuses, other stock-based awards and cash awards as part of the Company’s long-term incentive compensation program. Typically, awards granted under the Plan vest one-third on the first anniversary of the grant date, one-third on the second anniversary of the grant date, and one-third on the third anniversary of the grant date. Unless otherwise determined or evidenced in an award agreement, in the event that (i) a change in control occurs, as defined in the Plan, and (ii) a participant’s employment or service is terminated without cause within 12 months following the change in control, then (a) any unvested or unexercisable portion of any award carrying a right to exercise shall become fully vested and exercisable, and (b) the restrictions, deferral limitations, payment conditions and forfeiture conditions applicable to any award will lapse and such unvested awards will be deemed fully vested and any performance conditions imposed with respect to such awards will be deemed to be fully achieved. 

Initial Public Offering

On February 5, 2014, the Company completed its IPO and sold 3,125,000 shares of its common stock at an offering price of $12.00 per share. Fortress sold an additional 14,843,750 shares of common stock, including 2,343,750 shares sold on February 18, 2014 upon exercise of an option granted to the underwriters. The Company did not receive any proceeds from the sale of common stock by Fortress. See Note 1, “Formation and Business”.

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Pension Plans

6 Months Ended

Dec. 31, 2013

Pension Plans [Abstract]

Pension Plans

10. Pension Plans

The Company has three closed noncontributory defined benefit pension plans, one registered and two nonregistered, covering certain of its executives, the majority of which are no longer employees of the Company. In addition to these plans, one of the Company’s mountain resorts has two defined benefit pension plans covering certain employees. There are no additional service costs to the Company on any of the plans.

The following details the components of net pension expense, recorded in operating expense in the condensed consolidated statements of operations for the defined benefit plans for the three and six months ended December 31, 2012 and 2013 (in thousands):

	Executive plans						Employee plans
	Three Months Ended December 31,						Three Months Ended December 31,
	2012			2013			2012			2013
Components of pension expense:
Interest cost	$	393		$	393		$	111		$	111
Expected return on plan assets		(33	)		(33	)		(96	)		(96	)
Actuarial (gain) loss		(40	)		76			(34	)		66
Settlement loss		—			—			111			111
Total pension expense	$	320		$	436		$	92		$	192

	Executive plans						Employee plans
	Six Months Ended December 31,						Six Months Ended December 31,
	2012			2013			2012			2013
Components of pension expense:
Interest cost	$	813		$	786		$	216		$	222
Expected return on plan assets		(75	)		(66	)		(197	)	(192)
Actuarial loss		69			153			72		132
Settlement loss		—			—			156		222
Total pension expense	$	807		$	873		$	247		$	384

The Company expects to contribute $0.6 million to the pension plans in fiscal year 2014.

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Long-Term Debt and Notes Payable to Affiliates

6 Months Ended

Dec. 31, 2013

Long-Term Debt and Notes Payable to Affiliates [Abstract]

Long-Term Debt and Notes Payable to Affiliates

6. Long-Term Debt and Notes Payable to Affiliates

Long-term debt as of June 30, 2013 and December 31, 2013 consisted of the following (in thousands):

	Maturity		Fiscal Year End June 30, 2013		December  31, 2013
FY14 First Lien Loans(a)		2020	$	—	$	534,664
FY13 First Lien Loans(b)		2017		441,669		—
FY13 Second Lien Loans(b)		2018		122,084		—
Obligations under capital leases(c)		2021-2052		20,264		39,893
Other obligations(d)		2014-2016		4,846		4,721
				588,863		579,278
Less current maturities(e)				8,201		10,560
			$	580,662	$	568,718

(a) As described in Note 1, “Formation and Business”, the Company entered into the New Credit Agreement providing for a $540.0 million Term Loan. The Company has the ability to increase the size of the Term Loan under certain circumstances in an aggregate amount of up to $100.0 million plus an additional amount such that, after giving effect to such additional amount, it does not exceed the total secured debt leverage ratio. The proceeds from the Term Loan, together with cash on hand and $48.3 million contributed to the Company by Fortress, were used to refinance and extinguish the existing debt under the FY13 Lien Loans.

The refinancing has been accounted for as an extinguishment of debt resulting in a non-cash, pre-tax loss of $35.5 million during the three and six months ended December 31, 2013, consisting of the difference between the principal value and fair value of the FY13 Lien Loans and the write-off of unamortized financing costs and unamortized original issue discount (“OID”). The following table provides detail of the calculation of the net loss on debt extinguishment for the three months ended December 31, 2013:

	Three Months Ended December 31, 2013
FY13 First Lien Loans	$	446,625
FY13 Second Lien Loans		125,000
Total FY13 Lien Loans		571,625
Total fair value		(580,389	)
Write off of unamortized discount and financing fees related to FY13 Lien Loans		(26,716	)
Net loss on debt extinguishment	$	(35,480	)

The Term Loan has a maturity date of December 9, 2020 and bears interest at LIBOR + 4.50% with a LIBOR floor of 1.0% (rate of 5.50% at December 31, 2013). The credit agreement requires quarterly principal payments in the amount of $1.4 million commencing in March 2014 and periodic interest payments that commenced at the end of December 2013. The Company recorded interest expense of $1.8 million related to the Term Loan for the three and six months ended December 31, 2013.

The net cash proceeds from the Term Loan were reduced by an OID of 1%, or $5.4 million. The OID is amortized using a method which approximates the effective interest method over the term of the Term Loan. There was $5.3 million of unamortized OID remaining as of December 31, 2013.

The Company capitalized $18.0 million of costs in connection with the FY14 Loans included in deferred charges and other on the condensed consolidated balance sheets. These costs are amortized using a method which approximates the effective interest method over the term of the Term Loan. There was $17.8 million of unamortized costs remaining as of December 31, 2013.

The Company’s obligations under the New Credit Agreement are collateralized by guarantees of substantially all of its material U.S. subsidiaries. The guarantees are further supported 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 FY14 Loans provide for affirmative and negative covenants that restrict, among other things, the Company’s ability and the ability of its subsidiaries to incur indebtedness, dispose of property, or make investments or distributions. It also includes customary cross-default provisions with respect of certain other borrowings of the Company and its subsidiaries.

The Company was in compliance with the covenants of the New Credit Agreement at December 31, 2013.

(b) As a result of entering into the FY14 Loans and refinancing and extinguishing the FY13 Lien Loans, the Company paid a call premium, totaling $4.4 million and $3.8 million related to the FY13 First Lien and FY13 Second Lien Loans, respectively, which is included in loss on extinguishment of debt on the condensed consolidated statements of operations during the three and six months ended December 31, 2013.

Additionally, the Company wrote off $8.3 million of unamortized discount and $18.4 million of unamortized financing costs related to the FY13 First Lien and FY13 Second Lien Loans which are included in loss on extinguishment of debt on the condensed consolidated statements of operations for the three and six months ended December 31, 2013.

(c) Capital lease obligations are primarily for equipment except for the lease of Winter Park ski resort. As of September 30, 2013, 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 to the capital lease obligation and related capital lease assets due to a change in the present value of the future minimum lease payments.

Amortization of assets under capital leases is included in depreciation and amortization expense in the condensed consolidated statements of operations. The leases have remaining terms ranging from 8 years to 39 years and have a weighted average interest rate of 10%.

(d) In addition to various other lending agreements, a subsidiary of the Company has government loan agreements with a weighted average interest rate of 5.9%.

(e) Current maturities represent principal payments due in the next twelve months. As of December 31, 2013, the long-term debt and capital lease obligation aggregate maturities for the twelve month periods are as follows (in thousands):

2014	$	10,560
2015		8,939
2016		22,377
2017		5,677
2018		5,696
Thereafter		526,029
	$	579,278

Notes payable to affiliates as of June 30, 2013 and December 31, 2013 were as follows (in thousands):

	Maturity		Fiscal Year End June 30, 2013		December  31, 2013
Third Lien Loan(f)		2019	$	196,991	$	—
Accrued interest on Third Lien Loan(f)		2019		133,328		—
Tranche B Term Loans(g)		2019		300,000		—
Accrued Interest on Tranche B Term Loans(g)		2019		469,963		—
Affiliate Loan(g)		2019		100,000		—
Accrued interest on Affiliate Loan(g)		2019		158,413		—
			$	1,358,695	$	—

(f) In connection with the Restructuring, the Third Lien Loan was amended to release the Company’s subsidiaries from their obligations in respect of the Third Lien Loan and accrued and unpaid interest thereon.

(g) In connection with the Restructuring, the Tranche B Term Loans and Affiliate Loans, including accrued and unpaid interest thereon were exchanged for equity interests in the Company and subsequently cancelled.

In addition to the Term Loan, the New Credit Agreement provided a $55.0 million New LC Facility and a $25.0 million New Revolver. The New LC Facility and the New Revolver each have a maturity date of December 9, 2018.

The New LC Facility carries an interest rate equal to LIBOR + 4.50%, fronting fees of 25 basis points, and a commitment fee of 37.5 basis points on the first 15% of unutilized commitments.  If the total secured debt leverage ratio is less than 4.50:1.00, the interest rate is adjusted to LIBOR + 4.25%.  The letters of credit issued under the FY13 Lien Loans were deemed issued under the New LC Facility.  There were $49.9 million of undrawn letters of credit outstanding under the New LC Facility at December 31, 2013.

The New Revolver carries an interest rate equal to LIBOR + 4.50% and commitment fees of 37.5 basis points.  If the total secured debt leverage ratio is less than 4.50:1.00, the interest rate is adjusted to LIBOR + 4.25%.  There were no outstanding borrowings under the New Revolver at December 31, 2013.  The New Revolver includes a financial covenant, pursuant to which the Company cannot borrow under the New Revolver if the total secured debt leverage ratio is greater than or equal to 7.75:1.00 through the fiscal year ending June 30, 2014.  The ratio decreases ratably until June 30, 2018 at which time it will remain at 4.50:1.00. 

The Company recorded interest expense of $89.6 million and $180.0 million in the condensed consolidated statements of operations for the three and six months ended December 31, 2012, respectively, and $67.9 million and $151.5 million for the three and six months ended December 31, 2013, respectively, of which $1.3 million and $2.8 million was amortization of deferred financing costs for the three and six months ended December 31, 2012, respectively, and $1.0 million and $2.0 million was amortization of deferred financing costs for the three and six months ended December 31, 2013, respectively.

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 terminated swap liability recorded in accumulated other comprehensive income is being recognized periodically as an adjustment to interest expense consistent with hedge accounting principles. The portion included in interest expense in the condensed consolidated statements of operations for the three and six months ended December 31, 2012 was $1.1 million and $2.1 million, respectively, and $1.1 million and $2.7 million for the three and six months ended December 31, 2013, respectively.

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Notes Receivable

6 Months Ended

Dec. 31, 2013

Notes Receivable [Abstract]

Notes Receivable

4. Notes Receivable

IRCG, the Company’s vacation club business, allows deferred payment terms that exceed one year for customers purchasing vacation points. A note receivable exists when all contract documentation has been executed. Notes receivable primarily consist of nonrecourse installment loans. The Company performs a credit review of its notes receivable individually each reporting period to determine if an allowance for credit losses is required. As of June 30, 2013 and December 31, 2013, notes receivable were $42.1 million and $39.4 million, respectively, and are included in current receivables and long-term receivables on the condensed consolidated balance sheets. As of June 30, 2013 and December 31, 2013, the allowance for credit losses on the notes receivable was $3.4 million and $2.9 million, respectively.

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Intangible Assets

6 Months Ended

Dec. 31, 2013

Intangible Assets [Abstract]

Intangible Assets

5. Intangible Assets

Finite-lived intangible assets as of June 30, 2013 and December 31, 2013 consisted of the following (in thousands):

	Cost		Accumulated amortization		Net book value
Fiscal Year End June 30, 2013
Permits and licenses	$	15,747	$	4,222	$	11,525
Trademarks and trade names		75,217		24,302		50,915
Customer relationships		17,105		14,129		2,976
Other		8,999		8,912		87
	$	117,068	$	51,565	$	65,503

	Cost		Accumulated amortization		Net book value
December 31, 2013
Permits and licenses	$	15,573	$	4,478	$	11,095
Trademarks and trade names		74,915		26,089		48,826
Customer relationships		16,949		15,058		1,891
Other		8,930		8,862		68
	$	116,367	$	54,487	$	61,880

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Fair Value of Measurements

6 Months Ended

Dec. 31, 2013

Fair Value of Measurements [Abstract]

Fair Value of Measurements

7. Fair Value of Measurements

Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy, which is described below, prioritizes the inputs used in measuring fair value:

• Level 1 – Quoted prices for identical instruments in active markets.

• Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations, in which all significant inputs are observable in active markets.

• Level 3 – Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

As of June 30, 2013 and December 31, 2013, the fair value of cash and cash equivalents, restricted cash, receivables, net and accounts payable and accrued liabilities approximated their carrying value based on the net short-term nature of these instruments. Estimates of fair value may be affected by assumptions made and, accordingly, are not necessarily indicative of the amounts the Company could realize in a current market exchange.

The Company’s long-term debt obligations are not measured at fair value on a recurring basis. The Company’s debt is initially recorded based upon historical cost and is not actively traded. At June 30, 2013, fair value was estimated based on Level 3 inputs using discounted future contractual cash flows and a market interest rate based on published corporate borrowing rates for debt instruments with similar terms and average maturities, with adjustments for credit risk. The fair value of debt does not represent the amounts that will ultimately be paid upon the maturities of the loans. At December 31, 2013, the fair value of the long-term debt was considered a Level 2 measure and approximated the carrying value as the debt was incurred on December 9, 2013.

The carrying value and fair value of the FY13 Lien Loans as of June 30, 2013 were $563.8 million and $544.7 million, respectively. As described in Note 6, “Long-Term Debt and Notes Payable to Affiliates”, the FY13 Lien Loans were refinanced and extinguished with the proceeds from the Term Loan, together with cash on hand and $48.3 million contributed to the Company by Fortress on December 9, 2013. The carrying value and fair value of the Term Loan as of December 31, 2013 were $534.7 million and $534.6 million, respectively.

Due to the debt terms received from affiliates, the Company determined that it was not practicable to estimate the fair value of the notes payable to affiliates because of the lack of market comparable terms and the inability to estimate the fair value without incurring excessive cost. None of these notes were outstanding following the Restructuring.

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Supplementary Balance Sheet Information (Details2) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Jun. 30, 2013
Summary of deferred charges and other
Long-term deferred financing costs, net	$ 18,648	$ 22,124
Deferred IPO costs	4,170
Other long-term assets	4,394	6,460
Total deferred charges and other	$ 27,212	$ 28,584

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Related Party Transactions (Details Textual) (USD $) In Millions, unless otherwise specified	6 Months Ended	12 Months Ended
	Dec. 31, 2013	Jun. 30, 2013	Dec. 31, 2013 Fortress [Member]	Dec. 09, 2013 Fortress [Member]	Dec. 04, 2012 Fortress [Member]
Related Party Transactions (Textual) [Abstract]
Notes payable to affiliates, principal balance		$ 597.0
Notes payable to affiliates, accrued interest		761.7
Receivable due from a related entity, principal balance		5.5
Receivable due from a related entity, accrued interest		0.8
Annually adjusted rate on accrued interest		LIBOR + 1%
Repayment of principal balance and accrued interest in connection with restructuring		6.3
Date of refinancing	Dec. 09, 2013
Contribution to company by Fortress			$ 48.3	$ 48.3	$ 48.3

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Segment Information

6 Months Ended

Dec. 31, 2013

Segment Information [Abstract]

Segment Information

12. 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, comprising Steamboat, Winter Park, Tremblant, Stratton, Snowshoe, as well as a 50% interest in Blue Mountain. The Adventure segment comprises CMH, which provides heli-skiing, mountaineering and hiking adventures, and ancillary aviation services, which include fire suppression, maintenance and repair of aircraft. The Real Estate segment includes a vacation club business, management of condominium hotel properties, real estate management, including marketing and sales activities, as well as ongoing real estate development activities. Each of the Company’s reportable segments, although integral to the success of the others, 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 its reportable segments on the basis of revenue and segment Adjusted EBITDA. Total segment Adjusted EBITDA equals Adjusted EBITDA. The Company also evaluates segment Adjusted EBITDA as a key compensation measure. The compensation committee 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 our 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. 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 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.

Segment Adjusted EBITDA for all periods presented has been calculated using this definition. The following table presents revenue and Adjusted EBITDA for the reportable segments, reconciled to consolidated amounts (in thousands):

	Three Months Ended December 31,						Six Months Ended December 31,
	2012			2013			2012				2013
Revenue:
Mountain	$	72,038		$	75,991		$	105,297		$	109,296
Adventure		13,079			11,537			42,126			34,154
Real Estate		17,144			13,922			32,292			27,172
Total reportable segment revenue		102,261			101,450			179,715			170,622
Legacy, non-core and other revenue(a)		2,008			656			3,749			12,045
Total revenue	$	104,269		$	102,106		$	183,464		$	182,667
Segment Adjusted EBITDA
Mountain(b)	$	1,234		$	3,094		$	(18,354	)	$	(18,996	)
Adventure(c)		(6,036	)		(3,083	)		1,117			573
Real Estate(d), (e)		4,801			1,664			6,870			3,141
Total Segment Adjusted EBITDA		(1	)		1,675			(10,367	)		(15,282	)
Legacy and other non-core expenses, net(f)		(2,905	)		(698	)		(11,774	)		(4,234	)
Other operating expenses(g)		(750	)		(1,981	)		(1,204	)		(3,508	)
Depreciation and amortization		(15,007	)		(13,998	)		(29,660	)		(27,143	)
Gain (loss) on disposal of assets		214			(23	)		(996	)		213
Impairment of real estate		—			—			(62	)		(633	)
Interest income(e)		437			956			918			1,405
Interest expense on third party debt		(31,427	)		(15,160	)		(66,433	)		(31,624	)
Interest expense on notes payable to partners		(58,197	)		(52,753	)		(113,568	)		(119,858	)
Loss from equity method investments(h)		(10,842	)		(1,952	)		(10,933	)		(3,543	)
Pro rata share of EBITDA related to equity  method investments(b), (d)		30			(1,016	)		(1,109	)		(2,083	)
Gain on disposal of equity method investments		18,923			—			18,923			—
Adjusted EBITDA attributable to noncontrolling interest(c)		—			(1,466	)		—			(831	)
Loss on extinguishment of debt		(11,152	)		(35,480	)		(11,152	)		(35,480	)
Other income (expense), net		696			(715	)		1,098			(887	)
Income tax expense		630			404			(342	)		(297	)
Loss attributable to noncontrolling interest		374			1,090			408			654
Net loss attributable to Intrawest Resorts Holdings, Inc.	$	(108,977	)	$	(121,117	)	$	(236,253	)	$	(243,131	)

(a) 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. For the six months ended December 31, 2013, it also includes $9.0 million of revenue from the sale of a parcel of real estate held for development in August 2013.

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

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

(d) 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 EBITDA represents the Company’s share of EBITDA from these equity method investments based on the economic ownership percentage.

(e) Real Estate segment Adjusted EBITDA includes interest income earned from receivables related to the IRCG operations, in the amount of $1.1 million for each of the three months ended December 31, 2012 and 2013 and $2.3 million for each of the six months ended December 31, 2012 and 2013. Interest income reflected in the reconciliation excludes the interest income earned from receivables related to the IRCG operations.

(f) 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 income (loss) from the equity method investment in MMSA Holdings Inc., 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 and allegations that we failed to construct planned amenities.

(g) Includes non-cash compensation, reduction in workforce severance and lease payments pursuant to the lease at Winter Park.

(h) Represents the losses from equity method investments, including: Blue Mountain, Chateau M.T. Inc., Mammoth Hospitality Management, LLC, MMSA Holdings, Inc. and Whistler Blackcomb Holdings, Inc.

The following table presents capital expenditures for our reportable segments, reconciled to consolidated amounts for the three and six months ended December 31, 2012 and 2013 (in thousands):

	Three Months Ended December 31,				Six Months Ended December 31,
	2012		2013		2012		2013
Capital Expenditures:
Mountain	$	7,079	$	13,991	$	9,629	$	24,302
Adventure		5,425		4,215		6,074		6,523
Real Estate		1,009		416		1,670		544
Total segment capital expenditures		13,513		18,622		17,373		31,369
Corporate and other		2,561		1,011		3,792		1,541
Total capital expenditures	$	16,074	$	19,633	$	21,165	$	32,910

Geographic Data

The Company’s revenue by geographic region for the three and six months ended December 31, 2012 and 2013 consisted of the following (in thousands):

	Three Months Ended December 31,				Six Months Ended December 31,
	2012		2013		2012		2013
Revenue:
United States	$	68,738	$	68,180	$	97,239	$	98,342
International		35,531		33,926		86,225		84,325
Revenue	$	104,269	$	102,106	$	183,464	$	182,667

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Intangible Assets (Tables)

6 Months Ended

Dec. 31, 2013

Intangible Assets [Abstract]

Summary of finite-lived intangible assets

Finite-lived intangible assets as of June 30, 2013 and December 31, 2013 consisted of the following (in thousands):

	Cost		Accumulated amortization		Net book value
Fiscal Year End June 30, 2013
Permits and licenses	$	15,747	$	4,222	$	11,525
Trademarks and trade names		75,217		24,302		50,915
Customer relationships		17,105		14,129		2,976
Other		8,999		8,912		87
	$	117,068	$	51,565	$	65,503

	Cost		Accumulated amortization		Net book value
December 31, 2013
Permits and licenses	$	15,573	$	4,478	$	11,095
Trademarks and trade names		74,915		26,089		48,826
Customer relationships		16,949		15,058		1,891
Other		8,930		8,862		68
	$	116,367	$	54,487	$	61,880

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Pension Plans (Details1) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013	Dec. 31, 2012
Executive plans [Member]
Components of net pension expense
Interest cost	$ 393	$ 393	$ 786	$ 813
Expected return on plan assets	(33)	(33)	(66)	(75)
Actuarial (gain) loss	76	(40)	153	69
Total pension expense	436	320	873	807
Employee plans [Member]
Components of net pension expense
Interest cost	111	111	222	216
Expected return on plan assets	(96)	(96)	(192)	(197)
Actuarial (gain) loss	66	(34)	132	72
Settlement loss	111	111	222	156
Total pension expense	$ 192	$ 92	$ 384	$ 247

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Long-Term Debt and Notes Payable to Affiliates (Details2) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013	Dec. 31, 2012
Detail of calculation of net loss on debt extinguishment
Total FY13 Lien Loans	$ 571,625
Total fair value	(580,389)
Write off of unamortized discount and financing fees related to FY13 Lien Loans	(26,716)
Net loss on debt extinguishment	(35,480)	(11,152)	(35,480)	(11,152)
FY13 First Lien Loans [Member]
Detail of calculation of net loss on debt extinguishment
Total FY13 Lien Loans	446,625
FY13 Second Lien Loans [Member]
Detail of calculation of net loss on debt extinguishment
Total FY13 Lien Loans	$ 125,000

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Condensed Consolidated Statements of Comprehensive Loss (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2013	Dec. 31, 2012
Condensed Consolidated Statements of Comprehensive Loss [Abstract]
Net loss	$ (122,207)	$ (109,351)	$ (243,785)	$ (236,661)
Foreign currency translation adjustments	(10,972)	(5,209)	(2,747)	13,535
Realized portion on cash flow hedge (net of tax of $0)	1,082	1,132	2,683	2,102
Actuarial gain (loss) on pensions (net of tax of $0)	(142)	74	(285)	(141)
Comprehensive loss	(132,239)	(113,354)	(244,134)	(221,165)
Comprehensive loss attributable to noncontrolling interest	1,061	373	637	409
Comprehensive loss attributable to Intrawest Resorts Holdings, Inc.	$ (131,178)	$ (112,981)	$ (243,497)	$ (220,756)

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Formation and Business

6 Months Ended

Dec. 31, 2013

Formation and Business [Abstract]

Formation and Business

1. Formation 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 described below under “Restructuring”, conducted any activities other than those incident to its formation for the preparation of its initial public offering.

Intrawest Cayman L.P. (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. The subsidiaries of the Partnership held substantially all of the historical assets and liabilities that were contributed pursuant to the restructuring transactions described below under “Restructuring”.

Unless the context suggests otherwise, references in the condensed consolidated financial statements to the “Company”, “IRHI”, “our”, “us”, or “we” refer to the Partnership and 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 our mountain resorts and lodging operations at Steamboat Ski & Resort (“Steamboat”) and Winter Park Resort (“Winter Park”) in Colorado, Stratton Mountain Resort (“Stratton”) in Vermont, Snowshoe Mountain Resort (“Snowshoe”) in West Virginia, Mont Tremblant Resort (“Tremblant”) in Quebec, and a 50% interest in Blue Mountain Ski Resort (“Blue Mountain”) in Ontario. The Mountain segment derives revenue mainly from sales of lift pass products, lodging management, 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 11 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 in the United States and Canada and other commercial uses. Alpine Aerotech Ltd. 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 (“IHM”), which manages condominium hotel properties in Maui, Hawaii and in Mammoth Lakes, California, and Playground, a residential real estate sales and marketing business. 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. The Company’s business is seasonal in nature generating the highest revenue in the third fiscal quarter.

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 Canada”), 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 as discussed in Note 14, “Subsequent Events”) and subsequently cancelled. The Company’s subsidiaries were released from all obligations, including guaranty 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 condensed consolidated statements of operations include interest expense related to the non-contributed notes payable to affiliates of $23.8 million and $24.4 million for the six month periods ended December 31, 2012 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, (“Fortress”). The Company had no operations prior to the Restructuring. After the Restructuring, the Company continues to be indirectly wholly-owned by Fortress and is the parent holding company of the businesses conducted by Intrawest U.S. and Intrawest Canada 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 condensed consolidated balance sheet. The condensed consolidated statements of operations include the historical results of the Partnership combined with the results of the Company since the Restructuring. The condensed consolidated statements of equity include $2.8 billion of accumulated net losses attributable to the partners, converted to and reflected as an accumulated retained deficit of the Company, and the historical contributed capital from partners of $1.4 billion, combined with the debt to equity conversion from the Restructuring, converted to and reflected as additional paid in capital (“APIC”). The condensed consolidated statements of cash flows reflect the activity of the historical Partnership balances combined with those 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, the condensed consolidated balance sheet as of December 31, 2013 reflects the removal of approximately $4.1 million in total assets. In addition, the condensed consolidated balance sheet as of December 31, 2013 reflects the conversion of the $1.1 billion of affiliate debt and the removal of the principal balance and accrued and unpaid interest related to the remaining $355.6 million of notes payable to affiliates that were not contributed to the Company, but from which the Company’s subsidiaries were released from all of their obligations, including guarantor obligations. The conversion of affiliate debt and removal of the Third Lien Loan resulted in the Company recording an additional $1.5 billion of APIC.

The Company’s income tax net operating loss carryforwards were reduced due to the Restructuring. As of June 30, 2013, the Company had net operating loss carryforwards of approximately $4.0 billion, which included $2.1 billion pertaining to the European operations. Due to the Restructuring, the net operating loss carryforwards pertaining to the European operations are no longer part of the Company’s net operating loss carryforward balance. Additionally, the Restructuring resulted in cancellation of indebtedness income in the United States and Canada. In accordance with the applicable tax rules in each jurisdiction, the Company’s net operating loss carryfowards have been reduced by approximately $0.5 billion. The Company believes uncertainty exists with respect to the future realization of the remaining net operating loss carryforwards and continues to provide a full valuation allowance. As of December 31, 2013, after giving effect to the Restructuring, the Company had estimated remaining net operating loss carryforwards of approximately $1.4 billion.

Following the completion of the Restructuring, Fortress indirectly owned 100% of the voting and economic equity interests of the Company.

Refinancing

In conjunction with the Restructuring on December 9, 2013, one of the Company’s subsidiaries, as borrower, entered into a new credit agreement (the “New 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 “New Revolver”), and a $55.0 million senior secured first-lien letters of credit facility (the “New LC Facility”, together with the Term Loan and New Revolver, are collectively referred to herein as the “FY14 Loans”).

The proceeds from the Term Loan, together with cash on hand and $48.3 million contributed to the Company by Fortress, were used to refinance and extinguish the existing debt under the First Lien Credit Agreement dated December 4, 2012 (the “FY13 First Lien Loans”) and the Second Lien Credit Agreement, also dated December 4, 2012 (the “FY13 Second Lien Loans”, collectively, the “FY13 Lien Loans”). The refinancing has been accounted for as an extinguishment of debt resulting in a non-cash, pre-tax loss of $35.5 million during the three and six months ended December 31, 2013. For a description of the New Credit Agreement see Note 6, “Long Term Debt and Notes Payable to Affiliates”.

Initial Public Offering

On February 5, 2014, the Company completed its initial public offering (“IPO”) and sold 3,125,000 shares of its common stock at an offering price of $12.00 per share. Fortress sold an additional 14,843,750 shares of the Company’s common stock, including 2,343,750 shares sold on February 18, 2014 upon exercise of an option granted to the underwriters. The Company did not receive any proceeds from the sale of common stock by Fortress.

The Company received net proceeds of $29.0 million, after deducting $2.4 million of underwriting discounts and commissions and $6.1 million of offering expenses payable by the Company, of which $4.2 million was deferred as of December 31, 2013. The Company intends to use such proceeds for working capital and other general corporate purposes, which may include potential investments in, and acquisitions of, ski and adventure travel businesses and assets.

Following the completion of the IPO, Fortress beneficially owns 60.1% of the voting and economic equity interests of the Company.

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Long-Term Debt and Notes Payable to Affiliates (Tables)

6 Months Ended

Dec. 31, 2013

Long-Term Debt and Notes Payable to Affiliates [Abstract]

Long-term debt

Long-term debt as of June 30, 2013 and December 31, 2013 consisted of the following (in thousands):

	Maturity		Fiscal Year End June 30, 2013		December  31, 2013
FY14 First Lien Loans(a)		2020	$	—	$	534,664
FY13 First Lien Loans(b)		2017		441,669		—
FY13 Second Lien Loans(b)		2018		122,084		—
Obligations under capital leases(c)		2021-2052		20,264		39,893
Other obligations(d)		2014-2016		4,846		4,721
				588,863		579,278
Less current maturities(e)				8,201		10,560
			$	580,662	$	568,718

(a) As described in Note 1, “Formation and Business”, the Company entered into the New Credit Agreement providing for a $540.0 million Term Loan. The Company has the ability to increase the size of the Term Loan under certain circumstances in an aggregate amount of up to $100.0 million plus an additional amount such that, after giving effect to such additional amount, it does not exceed the total secured debt leverage ratio. The proceeds from the Term Loan, together with cash on hand and $48.3 million contributed to the Company by Fortress, were used to refinance and extinguish the existing debt under the FY13 Lien Loans.

The refinancing has been accounted for as an extinguishment of debt resulting in a non-cash, pre-tax loss of $35.5 million during the three and six months ended December 31, 2013, consisting of the difference between the principal value and fair value of the FY13 Lien Loans and the write-off of unamortized financing costs and unamortized original issue discount (“OID”). The following table provides detail of the calculation of the net loss on debt extinguishment for the three months ended December 31, 2013:

	Three Months Ended December 31, 2013
FY13 First Lien Loans	$	446,625
FY13 Second Lien Loans		125,000
Total FY13 Lien Loans		571,625
Total fair value		(580,389	)
Write off of unamortized discount and financing fees related to FY13 Lien Loans		(26,716	)
Net loss on debt extinguishment	$	(35,480	)

The Term Loan has a maturity date of December 9, 2020 and bears interest at LIBOR + 4.50% with a LIBOR floor of 1.0% (rate of 5.50% at December 31, 2013). The credit agreement requires quarterly principal payments in the amount of $1.4 million commencing in March 2014 and periodic interest payments that commenced at the end of December 2013. The Company recorded interest expense of $1.8 million related to the Term Loan for the three and six months ended December 31, 2013.

The net cash proceeds from the Term Loan were reduced by an OID of 1%, or $5.4 million. The OID is amortized using a method which approximates the effective interest method over the term of the Term Loan. There was $5.3 million of unamortized OID remaining as of December 31, 2013.

The Company capitalized $18.0 million of costs in connection with the FY14 Loans included in deferred charges and other on the condensed consolidated balance sheets. These costs are amortized using a method which approximates the effective interest method over the term of the Term Loan. There was $17.8 million of unamortized costs remaining as of December 31, 2013.

The Company’s obligations under the New Credit Agreement are collateralized by guarantees of substantially all of its material U.S. subsidiaries. The guarantees are further supported 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 FY14 Loans provide for affirmative and negative covenants that restrict, among other things, the Company’s ability and the ability of its subsidiaries to incur indebtedness, dispose of property, or make investments or distributions. It also includes customary cross-default provisions with respect of certain other borrowings of the Company and its subsidiaries.

The Company was in compliance with the covenants of the New Credit Agreement at December 31, 2013.

(b) As a result of entering into the FY14 Loans and refinancing and extinguishing the FY13 Lien Loans, the Company paid a call premium, totaling $4.4 million and $3.8 million related to the FY13 First Lien and FY13 Second Lien Loans, respectively, which is included in loss on extinguishment of debt on the condensed consolidated statements of operations during the three and six months ended December 31, 2013.

Additionally, the Company wrote off $8.3 million of unamortized discount and $18.4 million of unamortized financing costs related to the FY13 First Lien and FY13 Second Lien Loans which are included in loss on extinguishment of debt on the condensed consolidated statements of operations for the three and six months ended December 31, 2013.

(c) Capital lease obligations are primarily for equipment except for the lease of Winter Park ski resort. As of September 30, 2013, 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 to the capital lease obligation and related capital lease assets due to a change in the present value of the future minimum lease payments.

Amortization of assets under capital leases is included in depreciation and amortization expense in the condensed consolidated statements of operations. The leases have remaining terms ranging from 8 years to 39 years and have a weighted average interest rate of 10%.

(d) In addition to various other lending agreements, a subsidiary of the Company has government loan agreements with a weighted average interest rate of 5.9%.

(e) Current maturities represent principal payments due in the next twelve months. As of December 31, 2013, the long-term debt and capital lease obligation aggregate maturities for the twelve month periods are as follows (in thousands):

2014	$	10,560
2015		8,939
2016		22,377
2017		5,677
2018		5,696
Thereafter		526,029
	$	579,278

Detail of calculation of net loss on debt extinguishment

The following table provides detail of the calculation of the net loss on debt extinguishment for the three months ended December 31, 2013:

	Three Months Ended December 31, 2013
FY13 First Lien Loans	$	446,625
FY13 Second Lien Loans		125,000
Total FY13 Lien Loans		571,625
Total fair value		(580,389	)
Write off of unamortized discount and financing fees related to FY13 Lien Loans		(26,716	)
Net loss on debt extinguishment	$	(35,480	)

Summary of long term debt and capital lease obligation aggregate maturities

As of December 31, 2013, the long-term debt and capital lease obligation aggregate maturities for the twelve month periods are as follows (in thousands):

2014	$	10,560
2015		8,939
2016		22,377
2017		5,677
2018		5,696
Thereafter		526,029
	$	579,278

Notes payable to affiliates

Notes payable to affiliates as of June 30, 2013 and December 31, 2013 were as follows (in thousands):

	Maturity		Fiscal Year End June 30, 2013		December  31, 2013
Third Lien Loan(f)		2019	$	196,991	$	—
Accrued interest on Third Lien Loan(f)		2019		133,328		—
Tranche B Term Loans(g)		2019		300,000		—
Accrued Interest on Tranche B Term Loans(g)		2019		469,963		—
Affiliate Loan(g)		2019		100,000		—
Accrued interest on Affiliate Loan(g)		2019		158,413		—
			$	1,358,695	$	—

(f) In connection with the Restructuring, the Third Lien Loan was amended to release the Company’s subsidiaries from their obligations in respect of the Third Lien Loan and accrued and unpaid interest thereon.

(g) In connection with the Restructuring, the Tranche B Term Loans and Affiliate Loans, including accrued and unpaid interest thereon were exchanged for equity interests in the Company and subsequently cancelled.

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Notes Receivable (Details Textual) (USD $) In Millions, unless otherwise specified	Dec. 31, 2013	Jun. 30, 2013
Notes Receivable (Textual) [Abstract]
Notes receivable	$ 39.4	$ 42.1
Allowance for credit losses on notes receivable	$ 2.9	$ 3.4

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Related Party Transactions

6 Months Ended

Dec. 31, 2013

Related Party Transactions [Abstract]

Related Party Transactions

11. Related Party Transactions

As of June 30, 2013, the Company had notes payable to affiliates with principal balances totaling $597.0 million and accrued interest of $761.7 million. In connection with the Restructuring, the Tranche B Term Loans and Affiliate Loans were exchanged for equity and subsequently cancelled. The Company’s subsidiary guarantors were released from their obligations in respect of the Third Lien Loan and accrued and unpaid interest thereon.

As of June 30, 2013, the Company had a receivable due from a related entity with a principal balance of $5.5 million and accrued interest of $0.8 million. Interest accrued monthly at an annually adjusted rate based on LIBOR + 1%. In connection with the Restructuring, the principal balance and accrued interest of $6.3 million were repaid.

As part of the refinancing on December 9, 2013, $48.3 million was contributed to the Company by Fortress.