Guarantor Subsidiaries And Non-Guarantor Subsidiaries

12 Months Ended

Jul. 31, 2014

Guarantor Subsidiaries And Non Guarantor Subsidiaries

Guarantor Subsidiaries And Non Guarantor Subsidiaries Text Block

Guarantor Subsidiaries and Non-Guarantor Subsidiaries

The Company’s payment obligations under the 6.50% Notes (see Note 4, Long-Term Debt) are fully and unconditionally guaranteed on a joint and several, senior subordinated basis by substantially all of the Company’s consolidated subsidiaries (collectively, and excluding Non-Guarantor Subsidiaries (as defined below), the “Guarantor Subsidiaries”), except for, Eagle Park Reservoir Company, Larkspur Restaurant & Bar, LLC, Black Diamond Insurance, Inc., Skiinfo AS and certain other insignificant entities (together, the “Non-Guarantor Subsidiaries”). APII and the Employee Housing Entities are included with the Non-Guarantor Subsidiaries for purposes of the consolidated financial information, but are not considered subsidiaries under the indenture governing the 6.50% Notes.

Presented below is the consolidated financial information of the Parent Company, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries. Financial information for the Non-Guarantor Subsidiaries is presented in the column titled “Other Subsidiaries.” Balance sheets are presented as of July 31, 2014 and 2013. Statements of operations, statements of comprehensive income and statements of cash flows are presented for the years ended July 31, 2014, 2013 and 2012. As of July 31, 2013, the Company revised its classification of advances to Parent in the amount of $483.3 million to properly present it as contra equity in the Supplemental Consolidating Condensed Balance Sheet from advances to Parent within total assets. The Company has determined that this revision is not material to the Supplemental Consolidating Condensed Balance Sheet.

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

Supplemental Consolidating Condensed Balance Sheet

As of July 31, 2014

(in thousands)

	Parent Company		100% Owned Guarantor Subsidiaries			Other Subsidiaries			Eliminating Entries			Consolidated
Current assets:
Cash and cash equivalents	$	—	$	35,070		$	9,336		$	—		$	44,406
Restricted cash	—		11,321			1,860			—			13,181
Trade receivables, net	—		94,390			1,587			—			95,977
Inventories, net	—		66,988			195			—			67,183
Other current assets	29,249		24,736			314			—			54,299
Total current assets	29,249		232,505			13,292			—			275,046
Property, plant and equipment, net	—		1,105,830			42,160			—			1,147,990
Real estate held for sale and investment	—		157,858			—			—			157,858
Goodwill, net	—		376,491			1,657			—			378,148
Intangible assets, net	—		98,227			19,296			—			117,523
Other assets	2,762		100,365			4,137			(9,980		)	97,284
Investments in subsidiaries	1,945,001		(7,188		)	—			(1,937,813		)	—
Advances to affiliates	—		—			2,621			(2,621		)	—
Total assets	$	1,977,012	$	2,064,088		$	83,163		$	(1,950,414	)	$	2,173,849
Current liabilities:
Accounts payable and accrued liabilities	$	3,803	$	277,738		$	7,677		$	—		$	289,218
Income taxes payable	33,966		—			—			—			33,966
Long-term debt due within one year	—		791			231			—			1,022
Total current liabilities	37,769		278,529			7,908			—			324,206
Advances from affiliates	725,839		2,621			—			(728,460		)	—
Long-term debt	215,000		353,093			57,507			—			625,600
Other long-term liabilities	48,875		210,683			11,103			(9,980		)	260,681
Deferred income taxes	128,686		—			(124		)	—			128,562
Total Vail Resorts, Inc. stockholders’ equity	820,843		1,945,001			(7,188		)	(1,937,813		)	820,843
Advances to Parent	—		(725,839		)	—			725,839			—
Noncontrolling interests	—		—			13,957			—			13,957
Total stockholders’ equity	820,843		1,219,162			6,769			(1,211,974		)	834,800
Total liabilities and stockholders’ equity	$	1,977,012	$	2,064,088		$	83,163		$	(1,950,414	)	$	2,173,849

Supplemental Consolidating Condensed Balance Sheet

As of July 31, 2013

(in thousands)

	Parent Company		100% Owned Guarantor Subsidiaries			Other Subsidiaries			Eliminating Entries			Consolidated
Current assets:
Cash and cash equivalents	$	—	$	130,970		$	7,634		$	—		$	138,604
Restricted cash	—		10,890			1,734			—			12,624
Trade receivables, net	—		77,725			1,312			—			79,037
Inventories, net	—		68,101			217			—			68,318
Other current assets	25,190		18,475			1,221			—			44,886
Total current assets	25,190		306,161			12,118			—			343,469
Property, plant and equipment, net	—		1,124,004			45,284			—			1,169,288
Real estate held for sale and investment	—		195,230			—			—			195,230
Goodwill, net	—		379,953			1,746			—			381,699
Intangible assets, net	—		101,913			19,431			—			121,344
Other assets	6,057		96,337			4,332			(9,459		)	97,267
Investments in subsidiaries	1,861,509		(3,510		)	—			(1,857,999		)	—
Advances to affiliates	—		—			2,906			(2,906		)	—
Total assets	$	1,892,756	$	2,200,088		$	85,817		$	(1,870,364	)	$	2,308,297
Current liabilities:
Accounts payable and accrued liabilities	$	6,600	$	256,094		$	6,825		$	—		$	269,519
Income taxes payable	42,822		—			—			—			42,822
Long-term debt due within one year	—		775			219			—			994
Total current liabilities	49,422		256,869			7,044			—			313,335
Advances from affiliates	483,314		2,906			—			(486,220		)	—
Long-term debt	390,000		348,190			57,738			—			795,928
Other long-term liabilities	27,851		213,928			10,586			(9,459		)	242,906
Deferred income taxes	118,301		—			(42		)	—			118,259
Total Vail Resorts, Inc. stockholders’ equity	823,868		1,861,509			(3,510		)	(1,857,999		)	823,868
Advances to Parent	—		(483,314		)	—			483,314			—
Noncontrolling interests	—		—			14,001			—			14,001
Total stockholders’ equity	823,868		1,378,195			10,491			(1,374,685		)	837,869
Total liabilities and stockholders’ equity	$	1,892,756	$	2,200,088		$	85,817		$	(1,870,364	)	$	2,308,297

Supplemental Consolidating Condensed Statement of Operations

For the year ended July 31, 2014

(in thousands)

	Parent Company			100% Owned Guarantor Subsidiaries			Other Subsidiaries			Eliminating Entries			Consolidated
Total net revenue	$	—		$	1,249,708		$	18,342		$	(13,404	)	$	1,254,646
Total operating expense	373			1,128,345			21,917			(13,252		)	1,137,383
(Loss) income from operations	(373		)	121,363			(3,575		)	(152		)	117,263
Other expense, net	(36,437		)	(36,683		)	(1,485		)	152			(74,453		)
Equity investment income, net	—			1,262			—			—			1,262
(Loss) income before benefit (provision) for income taxes	(36,810		)	85,942			(5,060		)	—			44,072
Benefit (provision) for income taxes	13,638			(30,061		)	557			—			(15,866		)
Net (loss) income before equity in income (loss) of consolidated subsidiaries	(23,172		)	55,881			(4,503		)	—			28,206
Equity in income (loss) of consolidated subsidiaries	51,650			(4,231		)	—			(47,419		)	—
Net income (loss)	28,478			51,650			(4,503		)	(47,419		)	28,206
Net loss attributable to noncontrolling interests	—			—			272			—			272
Net income (loss) attributable to Vail Resorts, Inc.	$	28,478		$	51,650		$	(4,231	)	$	(47,419	)	$	28,478

Supplemental Consolidating Condensed Statement of Operations

For the year ended July 31, 2013

(in thousands)

	Parent Company			100% Owned Guarantor Subsidiaries			Other Subsidiaries			Eliminating Entries			Consolidated
Total net revenue	$	—		$	1,114,952		$	18,127		$	(12,282	)	$	1,120,797
Total operating expense	516			1,014,314			21,144			(12,130		)	1,023,844
(Loss) income from operations	(516		)	100,638			(3,017		)	(152		)	96,953
Other expense, net	(26,411		)	(11,023		)	(1,333		)	152			(38,615		)
Equity investment income, net	—			891			—			—			891
(Loss) income before benefit (provision) for income taxes	(26,927		)	90,506			(4,350		)	—			59,229
Benefit (provision) for income taxes	9,901			(31,974		)	454			—			(21,619		)
Net (loss) income before equity in income (loss) of consolidated subsidiaries	(17,026		)	58,532			(3,896		)	—			37,610
Equity in income (loss) of consolidated subsidiaries	54,769			(3,763		)	—			(51,006		)	—
Net income (loss)	37,743			54,769			(3,896		)	(51,006		)	37,610
Net loss attributable to noncontrolling interests	—			—			133			—			133
Net income (loss) attributable to Vail Resorts, Inc.	$	37,743		$	54,769		$	(3,763	)	$	(51,006	)	$	37,743

Supplemental Consolidating Condensed Statement of Operations

For the year ended July 31, 2012

(in thousands)

	Parent Company			100% Owned Guarantor Subsidiaries			Other Subsidiaries			Eliminating Entries			Consolidated
Total net revenue	$	—		$	1,020,847		$	14,997		$	(11,450	)	$	1,024,394
Total operating expense	181			959,038			17,142			(11,298		)	965,063
(Loss) income from operations	(181		)	61,809			(2,145		)	(152		)	59,331
Other expense, net	(26,520		)	(5,372		)	(1,377		)	152			(33,117		)
Equity investment income, net	—			878			—			—			878
(Loss) income before benefit (provision) for income taxes	(26,701		)	57,315			(3,522		)	—			27,092
Benefit (provision) for income taxes	10,968			(21,669		)	—			—			(10,701		)
Net (loss) income before equity in income (loss) of consolidated subsidiaries	(15,733		)	35,646			(3,522		)	—			16,391
Equity in income (loss) of consolidated subsidiaries	32,186			(3,460		)	—			(28,726		)	—
Net income (loss)	16,453			32,186			(3,522		)	(28,726		)	16,391
Net loss attributable to noncontrolling interests	—			—			62			—			62
Net income (loss) attributable to Vail Resorts, Inc.	$	16,453		$	32,186		$	(3,460	)	$	(28,726	)	$	16,453

Supplemental Consolidating Condensed Statement of Comprehensive Income (Loss)

For the year ended July 31, 2014

(in thousands)

	Parent Company			100% Owned Guarantor Subsidiaries			Other Subsidiaries			Eliminating Entries			Consolidated
Net income (loss)	$	28,478		$	51,650		$	(4,503	)	$	(47,419	)	$	28,206
Foreign currency translation adjustments, net of tax	(132		)	(132		)	(132		)	264			(132		)
Comprehensive income (loss)	28,346			51,518			(4,635		)	(47,155		)	28,074
Comprehensive loss attributable to noncontrolling interests	—			—			272			—			272
Comprehensive income (loss) attributable to Vail Resorts, Inc.	$	28,346		$	51,518		$	(4,363	)	$	(47,155	)	$	28,346

Supplemental Consolidating Condensed Statement of Comprehensive Income (Loss)

For the year ended July 31, 2013

(in thousands)

	Parent Company		100% Owned Guarantor Subsidiaries		Other Subsidiaries			Eliminating Entries			Consolidated
Net income (loss)	$	37,743	$	54,769	$	(3,896	)	$	(51,006	)	$	37,610
Foreign currency translation adjustments, net of tax	188		188		188			(376		)	188
Comprehensive income (loss)	37,931		54,957		(3,708		)	(51,382		)	37,798
Comprehensive loss attributable to noncontrolling interests	—		—		133			—			133
Comprehensive income (loss) attributable to Vail Resorts, Inc.	$	37,931	$	54,957	$	(3,575	)	$	(51,382	)	$	37,931

Supplemental Consolidating Condensed Statement of Comprehensive Income (Loss)

For the year ended July 31, 2012

(in thousands)

	Parent Company			100% Owned Guarantor Subsidiaries			Other Subsidiaries			Eliminating Entries			Consolidated
Net income (loss)	$	16,453		$	32,186		$	(3,522	)	$	(28,726	)	$	16,391
Foreign currency translation adjustments, net of tax	(255		)	(255		)	(255		)	510			(255		)
Comprehensive income (loss)	16,198			31,931			(3,777		)	(28,216		)	16,136
Comprehensive loss attributable to noncontrolling interests	—			—			62			—			62
Comprehensive income (loss) attributable to Vail Resorts, Inc.	$	16,198		$	31,931		$	(3,715	)	$	(28,216	)	$	16,198

Supplemental Consolidating Condensed Statement of Cash Flows

For the year ended July 31, 2014

(in thousands)

	Parent Company			100% Owned Guarantor Subsidiaries			Other Subsidiaries			Consolidated
Net cash (used in) provided by operating activities	$	(4,187	)	$	248,889		$	1,176		$	245,878
Cash flows from investing activities:
Capital expenditures	—			(117,330		)	(975		)	(118,305		)
Other investing activities, net	—			379			20			399
Net cash used in investing activities	—			(116,951		)	(955		)	(117,906		)
Cash flows from financing activities:
Payments on tender of 6.50% Notes	(175,000		)	—			—			(175,000		)
Payments of other long-term debt	—			(779		)	(219		)	(998		)
Dividends paid	(45,021		)	—			—			(45,021		)
Other financing activities, net	4,303			(7,165		)	1,669			(1,193		)
Advances from (to) affiliates	219,905			(219,905		)	—			—
Net cash provided by (used in) financing activities	4,187			(227,849		)	1,450			(222,212		)
Effect of exchange rate changes on cash and cash equivalents	—			11			31			42
Net (decrease) increase in cash and cash equivalents	—			(95,900		)	1,702			(94,198		)
Cash and cash equivalents:
Beginning of period	—			130,970			7,634			138,604
End of period	$	—		$	35,070		$	9,336		$	44,406

Supplemental Consolidating Condensed Statement of Cash Flows

For the year ended July 31, 2013

(in thousands)

	Parent Company			100% Owned Guarantor Subsidiaries			Other Subsidiaries			Consolidated
Net cash (used in) provided by operating activities	$	(2,845	)	$	225,434		$	(166	)	$	222,423
Cash flows from investing activities:
Capital expenditures	—			(94,041		)	(905		)	(94,946		)
Acquisition of businesses	—			(19,958		)	—			(19,958		)
Proceeds from sale of real property	—			11,090			—			11,090
Other investing activities, net	—			(4,344		)	(80		)	(4,424		)
Net cash used in by investing activities	—			(107,253		)	(985		)	(108,238		)
Cash flows from financing activities:
Proceeds from borrowings under other long-term debt	—			96,000			—			96,000
Payments of other long-term debt	—			(96,803		)	(208		)	(97,011		)
Dividends paid	(28,362		)	—			—			(28,362		)
Other financing activities, net	4,565			2,177			841			7,583
Advances from (to) affiliates	26,642			(26,867		)	225			—
Net cash provided by (used in) financing activities	2,845			(25,493		)	858			(21,790		)
Effect of exchange rate changes on cash and cash equivalents	—			(98		)	254			156
Net increase (decrease) in cash and cash equivalents	—			92,590			(39		)	92,551
Cash and cash equivalents:
Beginning of period	—			38,380			7,673			46,053
End of period	$	—		$	130,970		$	7,634		$	138,604

Supplemental Consolidating Condensed Statement of Cash Flows

For the year ended July 31, 2012

(in thousands)

	Parent Company			100% Owned Guarantor Subsidiaries			Other Subsidiaries			Consolidated
Net cash (used in ) provided by operating activities	$	(6,789	)	$	191,831		$	377		$	185,419
Cash flows from investing activities:
Capital expenditures	—			(132,025		)	(600		)	(132,625		)
Acquisition of businesses	—			(24,311		)	832			(23,479		)
Other investing activities, net	—			150			—			150
Net cash (used in) provided by investing activities	—			(156,186		)	232			(155,954		)
Cash flows from financing activities:
Proceeds from borrowings under other long-term debt	—			56,000			—			56,000
Payments of other long-term debt	—			(56,855		)	(197		)	(57,052		)
Repurchases of common stock	(30,365		)	—			—			(30,365		)
Dividends paid	(24,249		)	—			—			(24,249		)
Other financing activities, net	1,637			400			107			2,144
Advances from (to) affiliates	59,766			(60,175		)	409			—
Net cash provided by (used in) financing activities	6,789			(60,630		)	319			(53,522		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(33		)	(33		)
Net (decrease) increase in cash and cash equivalents	—			(24,985		)	895			(24,090		)
Cash and cash equivalents:
Beginning of period	—			63,365			6,778			70,143
End of period	$	—		$	38,380		$	7,673		$	46,053