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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

April 30, 2003                                                                                                           

[   ]

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:

  1-9614                                                                                                                                

           Vail Resorts, Inc.            

(Exact name of registrant as specified in its charter)

                                Delaware                                

 

                                51-0291762                                

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

 

 

           Post Office Box 7 Vail, Colorado           

 

                              81658                              

(Address of principal executive offices)

 

(Zip Code)

 

 

 

                               (970) 845-2500                            

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

 

 

[X]

Yes

[   ]

No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

 

 

[X]

Yes

[   ]

No

As of June 9, 2003, 7,439,834 shares of Class A Common Stock and 27,748,792 shares of Common Stock were issued and outstanding.

 

 

Table of Contents

 

 

 

 

PART I

FINANCIAL INFORMATION

 

 

 

 

Item 1.

Financial Statements

F-2

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

1

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

10

Item 4.

Controls and Procedures

10

 

 

 

 

 

 

PART II

OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

11

Item 2.

Changes in Securities and Use of Proceeds

11

Item 3.

Defaults Upon Senior Securities

11

Item 4.

Submission of Matters to a Vote of Security Holders

11

Item 5.

Other Information

11

Item 6.

Exhibits and Reports on Form 8-K

13

PART I

FINANCIAL INFORMATION

 

 

 

 

Item 1.

Financial Statements-Unaudited

 

 

 

 

Consolidated Condensed Balance Sheets as of April 30, 2003, July 31, 2002 and April 30, 2002

F-2

Consolidated Condensed Statements of Operations for the Three Months Ended April 30, 2003 and 2002

F-3

Consolidated Condensed Statements of Operations for the Nine Months Ended April 30, 2003 and 2002

F-4

Consolidated Condensed Statements of Cash Flows for the Nine Months Ended April 30, 2003 and 2002

F-5

Notes to Consolidated Condensed Financial Statements

F-6

Vail Resorts, Inc.
Consolidated Condensed Balance Sheets
(In thousands, except share and per share amounts)

 

April 30,

July 31,

April 30,

 

        2003      

        2002      

         2002      

 

 

 

(as restated)

 

(unaudited)

 

(unaudited)

Assets

 

 

 

Current assets:

 

 

 

 

Cash and cash equivalents

$        20,374

$         25,965

$        53,515

 

Receivables, net

31,710

31,837

33,172

 

Inventories, net

30,497

32,326

26,326

 

Other current assets

          18,998

           19,288

          22,852

 

 

Total current assets

101,579

109,416

135,865

Property, plant and equipment, net

932,936

913,806

786,681

Real estate held for sale and investment

136,821

161,778

184,704

Goodwill, net

141,320

139,600

132,399

Other intangibles, net

80,823

77,986

69,600

Other assets

          37,657

           45,124

          47,562

 

Total assets

$   1,431,136

$    1,447,710

$   1,356,811

 

 

 

 

Liabilities and Stockholders' Equity

 

 

 

Current liabilities:

 

 

 

 

Accounts payable and accrued expenses (Note 5)

$      150,915

$       140,230

$      130,869

 

Income taxes payable

209

7,934

--

 

Long-term debt due within one year (Note 4)

         27,074

             4,754

            4,259

 

Total current liabilities

178,198

152,918

135,128

Long-term debt (Note 4)

493,215

598,032

450,661

Other long-term liabilities

94,769

90,584

86,119

Deferred income taxes

102,638

73,434

117,180

Commitments and contingencies (Note 7)

--

--

--

Minority interest in net assets of consolidated joint ventures

26,198

23,905

26,795

Put option - RockResorts (Note 13)

198

1,569

--

Stockholders' equity:

 

 

 

 

Preferred stock, $0.01 par value, 25,000,000 shares authorized, no shares issued and outstanding

--

--

--

 

Common stock:

 

 

 

 

Class A common stock, convertible to common stock, $0.01 par value, 20,000,000 shares authorized, 7,439,834 shares issued and outstanding

74

74

74

 

Common stock, $0.01 par value, 80,000,000 shares authorized, 27,748,792, 27,714,220, and 27,709,795 shares issued and outstanding as of April 30, 2003, July 31, 2002, and April 30, 2002, respectively

278

277

277

 

Additional paid-in capital

416,060

415,688

414,256

 

Deferred compensation

(553)

(1,348)

(1,317)

 

Retained earnings

        120,061

           92,577

        127,638

 

Total stockholders' equity

        535,920

         507,268

        540,928

 

Total liabilities and stockholders' equity

$   1,431,136

$    1,447,710

$   1,356,811

The accompanying Notes to Consolidated Condensed Financial Statements are an integral part of these financial statements.

Vail Resorts, Inc.
Consolidated Condensed Statements of Operations
(In thousands, except per share amounts)
(Unaudited)

Three Months Ended

 

April 30,

 

       2003     

 

       2002     

 

 

 

(as restated)

Net revenue:

 

 

 

 

Mountain

$    211,710

 

$      193,243

 

Lodging

45,519

 

49,096

 

Real estate

        11,888

 

            4,322

 

Total net revenue

269,117

 

246,661

Operating expense:

 

 

 

 

Mountain

118,450

 

101,520

 

Lodging

33,521

 

34,979

 

Real estate

11,567

 

5,488

 

Depreciation and amortization

        20,785

 

          16,566

 

Total operating expense

      184,323

 

        158,553

Income from operations

84,794

 

88,108

Other income (expense):

 

 

 

 

Mountain equity investment income

31

 

300

 

Lodging equity investment loss

(373)

 

--

 

Real estate equity investment income

881

 

204

 

Interest income

474

 

301

 

Interest expense

(12,867)

 

(9,644)

 

Gain (loss) on disposal of fixed assets

(270)

 

35

 

Other expense

(1)

 

(19)

 

Minority interest in income of consolidated joint ventures

         (2,577)

 

          (3,423)

Income before income taxes

70,092

 

75,862

Provision for income taxes

       (34,600)

 

        (28,829)

Net income

$      35,492

 

$        47,033

 

 

 

 

Per share amounts (basic) (Note 3):

 

 

 

 

Net income

$           1.01

 

$            1.34

 

 

 

 

 

Per share amounts (diluted) (Note 3):

 

 

 

 

Net income

$           1.01

 

$            1.34

The accompanying Notes to Consolidated Condensed Financial Statements are an integral part of these financial statements.

Vail Resorts, Inc.
Consolidated Condensed Statements of Operations
(In thousands, except per share amounts)
(Unaudited)

 

Nine Months Ended

 

April 30,

 

       2003     

 

       2002     

 

 

 

(as restated)

Net revenue:

 

 

 

 

Mountain

$ 435,313

 

$ 368,620

 

Lodging

120,558

 

110,220

 

Real estate

        73,866

 

          54,354

 

Total net revenue

629,737

 

533,194

Operating expense:

 

 

 

 

Mountain

307,737

 

249,520

 

Lodging

109,456

 

94,875

 

Real estate

61,371

 

43,319

 

Depreciation and amortization

        58,656

 

          47,995

 

Total operating expense

      537,220

 

        435,709

Income from operations

92,517

 

97,485

Other income (expense):

 

 

 

 

Mountain equity investment income

1,254

 

1,508

 

Lodging equity investment loss

(3,705)

 

--

 

Real estate equity investment income

4,721

 

2,673

 

Interest income

879

 

1,256

 

Interest expense

(37,613)

 

(27,870)

 

Gain on put option (Note 13)

1,371

 

--

 

Loss on disposal of fixed assets

(289)

 

(92)

 

Other income (expense)

20

 

(68)

 

Minority interest in income of consolidated joint ventures

        (2,615)

 

          (3,380)

Income before income taxes

56,540

 

71,512

Provision for income taxes

      (29,056)

 

        (27,175)

Income before cumulative effect of change in accounting principle

27,484

 

44,337

 

Cumulative effect of change in accounting principle, net of income taxes

                 --

 

          (1,708)

Net income

$      27,484

 

$        42,629

 

 

 

 

Per share amounts (basic) (Note 3):

 

 

 

 

Income before cumulative effect of change in accounting principle

$ 0.78

 

$ 1.26

 

Cumulative effect of change in accounting principle, net of income taxes

                 --

 

            (0.05)

 

Net income

$          0.78

 

$            1.21

 

 

 

 

 

Per share amounts (diluted) (Note 3):

 

 

 

 

Income before cumulative effect of change in accounting principle

$ 0.78

 

$ 1.26

 

Cumulative effect of change in accounting principle, net of income taxes

                 --

 

            (0.05)

 

Net income

$          0.78

 

$            1.21

The accompanying Notes to Consolidated Condensed Financial Statements are an integral part of these financial statements.

Vail Resorts, Inc.
Consolidated Condensed Statements of Cash Flows
(In thousands)
(Unaudited)

 

Nine Months Ended

 

April 30,

 

      2003      

 

      2002      

Net cash provided by operating activities:

$    185,819

 

$      162,815

Cash flows from investing activities:

 

 

 

 

Capital expenditures

(76,230)

 

(50,931)

 

Investments in real estate

(35,455)

 

(48,661)

 

Cash paid in acquisitions

--

 

(74,629)

 

Other investing activities

           5,209

 

            2,373

 

Net cash used in investing activities

(106,476)

 

(171,848)

Cash flows from financing activities:

 

 

 

 

Proceeds from borrowings under long-term debt

216,050

 

581,801

 

Payments on long-term debt

(300,139)

 

(539,682)

 

Other financing activities

            (845)

 

           (7,565)

 

Net cash provided by (used in) financing activities

       (84,934)

 

          34,554

 

Net decrease in cash and cash equivalents

(5,591)

 

25,521

Cash and cash equivalents:

 

 

 

 

Beginning of period

        25,965

 

          27,994

 

End of period

$      20,374

 

$        53,515

 

The accompanying Notes to Consolidated Condensed Financial Statements are an integral part of these financial statements.

Vail Resorts, Inc.
Notes to Consolidated Condensed Financial Statements
(Unaudited)

1.  Basis of Presentation

Vail Resorts, Inc. ("Vail Resorts") is organized as a holding company and operates through various subsidiaries. Vail Resorts and its subsidiaries (collectively, the "Company") currently operate in three business segments: Mountain, Lodging and Real Estate. The Vail Corporation (d/b/a Vail Associates, Inc.), an indirect wholly owned subsidiary of Vail Resorts, and its subsidiaries (collectively, "Vail Associates") owns and operates four world-class ski resorts and related amenities at Vail, Breckenridge, Keystone and Beaver Creek mountains in Colorado. The Company, through a subsidiary, also owns and operates Heavenly Ski Resort ("Heavenly") in the Lake Tahoe area of California and Nevada. In addition to the ski resorts, Vail Associates owns Grand Teton Lodge Company ("GTLC"), which operates three resorts within Grand Teton National Park (under a National Park Service concessionaire contract) and the Jackson Hole Golf & Tennis Club in Wyoming. Vail Associates also owns a 51% interest in Snake Rive r Lodge & Spa ("SRL&S") located near Jackson, Wyoming and owns 100% of the Lodge at Rancho Mirage ("Rancho Mirage") near Palm Springs, California. The Company also holds a majority interest in RockResorts International, LLC ("RockResorts"), a luxury hotel management company. Vail Resorts Development Company ("VRDC"), a wholly owned subsidiary of Vail Associates, conducts the operations of the Company's Real Estate segment. The Company's mountain and lodging businesses are seasonal in nature. The Company's mountain and most of its lodging operations typically have operating seasons from late October through April; the Company's operations at GTLC generally run from mid-May through mid-October.

In the opinion of the Company, the accompanying Consolidated Condensed Financial Statements reflect all adjustments necessary to present fairly the Company's financial position, results of operations and cash flows for the interim periods presented. All such adjustments are of a normal recurring nature. Results for interim periods are not indicative of the results for the entire year. The accompanying Consolidated Condensed Financial Statements should be read in conjunction with the audited Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the fiscal year ended July 31, 2002.

2. Summary of Significant Accounting Policies

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

Reclassifications--Certain reclassifications have been made to the accompanying Consolidated Condensed Financial Statements for the three and nine months ended April 30, 2002 to conform to the present period presentation.

Property, Plant and Equipment--Property, plant and equipment is carried at cost net of accumulated depreciation. Routine repairs and maintenance are expensed as incurred. Expenditures that improve the functionality of the related equipment or extend the useful life are capitalized. When property, plant, and equipment are retired or otherwise disposed of, the related gain or loss is included in other income. Depreciation is calculated on the straight-line method based on the following useful lives:

 

Estimated Life

 

       in Years       

 

 

Land improvements

20

Buildings and terminals

30

Ski lifts

15

Machinery, equipment, furniture and fixtures

1-12

Automobiles and trucks

3-5

Ski trails are depreciated over the remaining life of the respective United States Forest Service permits.

In November 2002, after a review of the useful lives of the Company's assets, management changed the depreciable lives of buildings and terminals to 30 years from 40 years. The Company believes 30 years to be a more appropriate estimate. The change increased quarterly depreciation expense by approximately $450,000 per quarter.

Stock Compensation Plans--At April 30, 2003, the Company had four stock-based compensation plans. The Company applies Accounting Principles Board ("APB") Opinion No. 25 and related interpretations in accounting for stock-based compensation to employees. Accordingly, no compensation cost has been recognized for its fixed stock option plans. Had compensation cost for the Company's four stock-based compensation plans been determined consistent with Statement of Financial Accounting Standard ("SFAS") No. 123, "Accounting for Stock Based Compensation", the Company's net income and earnings per share would have been reduced to the pro forma amounts indicated below (in thousands, except per share amounts):

 

Three months ended April 30,

 

Nine months ended April 30,

 

    2003   

 

    2002   

 

    2003   

 

    2002   

 

 

 

 

 

 

 

 

Net income, as reported

$  35,492

 

$  47,033

 

$  27,484

 

$  42,629

Deduct: Total stock-based employee compensation expense, net of related tax effects

          510

 

         825

 

        1,607

 

       2,481

 

Pro forma net income

$   34,982

 

$  46,208

 

$    25,877

 

$   40,148

 

 

 

 

 

 

 

 

Basic net income per common share

 

 

 

 

 

 

 

 

As reported

$      1.01

 

$      1.34

 

$      0.78

 

$      1.21

 

Pro forma

0.99

 

1.31

 

0.74

 

1.14

 

 

 

 

 

 

 

 

Diluted net income per common share

 

 

 

 

 

 

 

 

As reported

$      1.01

 

$      1.34

 

$      0.78

 

$      1.21

 

Pro forma

0.99

 

1.31

 

0.74

 

1.14

New Accounting Pronouncements--In June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No. 143, "Accounting for Asset Retirement Obligations". SFAS No. 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. It applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or the normal operation of a long-lived asset, except for certain obligations of lessees. The Company adopted the provisions of SFAS No. 143 on August 1, 2002. The Company does not currently have any obligations falling under the scope of SFAS No. 143. Adoption of SFAS No. 143 did not have a significant impact on the Company's financial position or results of operations.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". SFAS No. 144 supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of", but retains the requirements of SFAS No.121 to (a) recognize an impairment loss only if the carrying amount of a long-lived asset is not recoverable from its undiscounted cash flows and (b) measure an impairment loss as the difference between the carrying amount and fair value of the asset. SFAS No. 144 removes goodwill from its scope as the impairment of goodwill is addressed pursuant to SFAS No. 142. The Company adopted the provisions of SFAS No. 144 on August 1, 2002. Adoption of SFAS No. 144 did not have a significant impact on the Company's financial position or results of operations.

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections". This Statement rescinds SFAS No. 4, "Reporting Gains and Losses from Extinguishment of Debt", SFAS No. 44, "Accounting for Intangible Assets of Motor Carriers" and SFAS No. 64, "Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements". This statement amends SFAS No. 13, "Accounting for Leases", to eliminate an inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. SFAS No. 145 is generally effective for the Company for fiscal year 2003. Adoption of SFAS No. 145 did not have a significant impact on the Company's financial position or results of operations.

In May 2002, the Emerging Issues Task Force ("EITF") reached consensus on EITF Issue No. 01-14, "Income Statement Characterization of Reimbursements Received for "Out-of-Pocket" Expenses Incurred". This issue requires that reimbursements received for out-of-pocket expenses incurred should be characterized as revenue in the income statement. EITF Issue No. 01-14 should be applied in financial reporting periods beginning after December 15, 2001. The Company adopted the provisions of EITF Issue 01-14 on August 1, 2002. Adoption of EITF Issue 01-14 did not have a significant impact on the Company's financial position or results of operations.

In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities". This statement requires that a liability for a cost that is associated with an exit or disposal activity be recognized when the liability is incurred. This statement nullifies the guidance of the EITF Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in Restructuring)". Under EITF No. 94-3, an entity recognized a liability for an exit cost on the date that the entity committed itself to an exit plan. SFAS No. 146 acknowledges that an entity's commitment to a plan does not, by itself, create a present obligation to other parties that meets the definition of a liability. SFAS No. 146 also establishes that fair value is the objective for the initial measurement of the liability. SFAS No. 146 is effective for exit or disposal activities initiated after December 31, 2002. Initial adoption of SFAS No. 146 did not have an impact on the Company's financial position or results of operations.

In November 2002, the FASB issued FASB Interpretation ("FIN") No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others", and interpretation of FASB Statements No. 5, 57 and 107 and recission of FASB Interpretation No. 34. This interpretation elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. It also clarifies that a guarantor is required to recognize, at inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The initial recognition and initial measurement provisions of this interpretation are applicable on a prospective basis to guarantees issued or modified after December 31, 2002. The disclosure requirements in the interpretation are effective for financial statements of interim or annual periods ending after December 15, 2002. The Company adopted the provi sions of FIN No. 45 as of January 1, 2003; initial adoption did not have a significant impact on the Company's financial position or results of operations (see Note 7, Commitments and Contingencies, of the Notes to the Consolidated Condensed Financial Statements).

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure - an Amendment of FASB Statement No. 123". SFAS No. 148 amends SFAS No. 123, "Accounting for Stock-Based Compensation", by providing alternative methods of transition for an entity that voluntarily changes to the fair value based method of accounting for stock-based employee compensation. It also amends the disclosure provisions of that statement to require prominent disclosure about the effects on reported net income of an entity's accounting policy decisions with respect to stock-based employee compensation. Finally, this Statement amends APB Opinion No. 28, "Interim Financial Reporting", to require disclosure about those effects in interim financial information. SFAS No. 148 is effective for fiscal years ending after December 15, 2002 for transition guidance and annual disclosure provisions; interim disclosure provisions are effective for interim periods beginning after December 15, 2002 . Initial adoption of SFAS No. 148 did not have a significant impact on the Company's financial position or results of operations.

In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest Entities, an interpretation of ARB 51". This interpretation addresses consolidation by business enterprises of variable interest entities ("VIEs"). This new model for consolidation applies to an entity in which either (1) the equity investors (if any) do not have a controlling financial interest or (2) the equity investment at risk is insufficient to finance that entity's activities without receiving additional subordinated financial support from other parties. The interpretation applies immediately to VIEs created after April 30, 2003 and to VIEs in which the Company obtains an interest after that date. The interpretation applies in the first fiscal year or interim period beginning after June 15, 2003 to VIEs in which the Company holds a variable interest acquired before February 1, 2003. The Company is currently evaluating the impact the implementation of this interpretation will have on its financial statements (see Note 1 1, Variable Interest Entities, of the Notes to the Consolidated Condensed Financial Statements).

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity". SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity; and requires that financial instruments within its scope, many of which currently are classified as equity, be classified as liabilities (or in some circumstances assets). SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the first interim period beginning after June 15, 2003. SFAS No. 150 is to be implemented by reporting the cumulative effect of a change in accounting principle for financial instruments created before the issuance of SFAS No. 150 and still existing at the beginning of the interim period of adoption. The Company is evaluating the impact SFAS No. 150 will have on its financial position or results of operations, if a ny.

3. Net Income Per Common Share

Below is a reconciliation of the numerators (net income) and denominators (weighted-average shares outstanding) used in the calculation of both basic and diluted earnings per share ("EPS"). Basic EPS excludes dilution and is computed by dividing net income available to common shareholders by the weighted-average shares outstanding. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised, resulting in the issuance of common shares that would then share in the earnings of the Company.

 

For the three months ended

April 30,

 

            2003            

 

            2002            

 

 

 

(as restated)

 

(In thousands, except per share amounts)

 

   Basic   

 

 Diluted 

 

   Basic   

 

 Diluted 

Net income per common share:

 

 

 

 

 

 

 

Net income

$     35,492

 

$     35,492

 

$     47,033

 

$     47,033

 

 

 

 

 

 

 

 

Weighted-average shares outstanding

35,188

 

35,188

 

35,145

 

35,145

Effect of dilutive securities

               --

 

                5

 

               --

 

              43

Total shares

      35,188

 

      35,193

 

      35,145

 

      35,188

 

 

 

 

 

 

 

 

Net income per common share

$         1.01

 

$         1.01

 

$         1.34

 

$         1.34

 

The number of shares issuable upon the exercise of common stock options that were excluded from the calculation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive totaled 2.4 million and 2.1 million for the three months ended April 30, 2003 and 2002, respectively. The shares were anti-dilutive because their exercise price was greater than the average share price during the respective periods.

 

For the nine months ended

April 30,

 

            2003            

 

            2002            

 

 

 

(as restated)

 

(In thousands, except per share amounts)

 

   Basic   

 

 Diluted 

 

   Basic   

 

 Diluted 

Net income per common share:

 

 

 

 

 

 

 

Income before cumulative effect of change in accounting principle

$     27,484

 

$     27,484

 

$     44,337

 

$     44,337

 

Cumulative effect of change in accounting principle, net of income taxes

               --

 

               --

 

      (1,708)

 

      (1,708)

Net income

$     27,484

 

$     27,484

 

$     42,629

 

$     42,629

 

 

 

 

 

 

 

 

Weighted-average shares outstanding

35,180

 

35,180

 

35,138

 

35,138

Effect of dilutive securities

               --

 

              26

 

               --

 

              42

Total shares

      35,180

 

      35,206

 

      35,138

 

      35,180

 

 

 

 

 

 

 

 

Income before cumulative effect of change in accounting principle per common share

$         0.78

 

$         0.78

 

$         1.26

 

$         1.26

 

Cumulative effect of change in accounting principle, net of income taxes, per common share

               --

 

               --

 

        (0.05)

 

        (0.05)

Net income per common share

$         0.78

 

$         0.78

 

$         1.21

 

$         1.21

The number of shares issuable upon the exercise of common stock options that were excluded from the calculation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive totaled 2.2 million and 2.1 million for the nine months ended April 30, 2003 and 2002, respectively. The shares were anti-dilutive because their exercise price was greater than the average share price during the respective periods.

4. Long-Term Debt

Long-term debt as of April 30, 2003, July 31, 2002 and April 30, 2002 is summarized as follows (in thousands):

 

 

 

April 30,

 

July 31,

 

April 30,

 

 Maturity (f)

 

    2003    

 

    2002    

 

    2002    

 

 

 

 

 

 

 

 

Industrial Development Bonds (a)

2007-2020

 

$      61,700

 

$      63,200

 

$      63,200

Credit Facilities (b)

2004-2005

 

73,550

 

154,900

 

10,350

Senior Subordinated Notes (c)

2009

 

360,000

 

360,000

 

360,000

Discount on Senior Subordinated Notes (c)

 

 

(6,337)

 

(6,892)

 

(7,069)

Olympus Note (d)

2004

 

25,000

 

25,000

 

25,000

Discount on Olympus Note (d)

 

 

(1,136)

 

(2,521)

 

(2,965)

Other (e)

2003-2029

 

          7,512

 

          9,099

 

          6,404

 

 

 

520,289

 

602,786

 

454,920

Less: Current Maturities

 

 

        27,074

 

          4,754

 

          4,259

 

 

 

$    493,215

 

$    598,032

 

$    450,661

 

(a)

The Company has outstanding $61.7 million of Industrial Development Bonds (collectively, the "Industrial Development Bonds"). $41.2 million of the Industrial Development Bonds were issued by Eagle County, Colorado (the "Eagle County Bonds") and mature, subject to prior redemption, on August 1, 2019. These bonds accrue interest at 6.95% per annum, with interest being payable semi-annually on February 1 and August 1. The Promissory Note with respect to the Eagle County Bonds between Eagle County and the Company is collateralized by the U.S. Forest Service Permits for Vail Mountain and Beaver Creek Mountain. In addition, the Company has outstanding two series of refunding bonds (collectively, the "Summit County Bonds"). The Series 1990 Sports Facilities Refunding Revenue Bonds, issued by Summit County, Colorado, have an aggregate outstanding principal amount of $19.0 million, maturing in installments in 2006 and 2008. These bonds bear interest at a rate of 7.75% for bonds maturing in 2006 and 7. 875% for bonds maturing in 2008. The Series 1991 Sports Facilities Refunding Revenue Bonds (the "1991 Bonds"), issued by Summit County, Colorado, have an aggregate outstanding principal amount of $1.5 million maturing in 2010 and bear interest at 7.375%. The Company made a principal payment of $1.5 million during the quarter ended October 31, 2002 pursuant to the terms of the 1991 Bonds. The Promissory Note with respect to the Summit County Bonds between Summit County and the Company is pledged and endorsed to The Bank of New York as Trustee under the Indenture of Trust. The Promissory Note is also collateralized in accordance with a Guaranty from Ralston Purina Company (subsequently assumed by The Vail Corporation) to the Trustee for the benefit of the registered owners of the bonds.

 

 

(b)

The Company's credit facilities include a revolving credit facility ("Credit Facility") that provides for debt financing up to an aggregate principal amount of $421.0 million. The Company's subsidiary, The Vail Corporation, is the borrower under the Credit Facility. The Vail Corporation's obligations under the Credit Facility are guaranteed by the Company and certain of its subsidiaries and are collateralized by a pledge of all of the capital stock of The Vail Corporation and substantially all of its subsidiaries. The proceeds of the loans made under the Credit Facility may be used to fund the Company's working capital needs, capital expenditures and other general corporate purposes, including the issuance of letters of credit. Borrowings under the Credit Facility, as amended, bear interest annually at the Company's option at the rate of (i) LIBOR (1.32% at April 30, 2003) plus a margin or (ii) the agent's prime lending rate (4.25% at April 30, 2003) plus a margin. The Company also pays a qua rterly unused commitment fee. The interest margins fluctuate based upon the ratio of the Company's Funded Debt to the Company's Adjusted EBITDA (as defined in the underlying Credit Facility). The Credit Facility matures on November 13, 2004. There was $66 million outstanding under the Credit Facility as of April 30, 2003. The Company's Credit Facility provides for affirmative and negative covenants that restrict, among other things, the Company's ability to incur indebtedness, dispose of assets, make capital expenditures and make investments. In addition, the agreement includes certain restrictive financial covenants, the most restrictive of which are the Funded Debt to Adjusted EBITDA ratio, Senior Debt to Adjusted EBITDA ratio, Minimum Fixed Charge Coverage ratio, Minimum Net Worth and the Interest Coverage ratio (as each ratio is defined in the underlying Credit Facility). The Company was in compliance with all relevant covenants in its debt instruments as of April 30, 2003. The Company expects it will me et all applicable quarterly financial tests in its debt instruments in fiscal 2003. However, there can be no assurance that the Company will meet its financial covenants. If such covenants are not met, the Company would be required to seek a waiver or amendment from the banks participating in the Credit Facility. While the Company anticipates that it would obtain such waiver or amendment, if any were necessary, there can be no assurance that such waiver would be granted, which could have a material adverse impact on the liquidity of the Company. In June 2003, the Company entered into a new four-year $325 million revolving credit facility and a five and a half year $100 million term loan, replacing the existing Credit Facility. The Company's New Credit Facility is substantially similar to the Company's existing Credit Facility. See Note 15, Subsequent Events, for more information.

 

 

 

SSI Venture LLC ("SSV"), a fully consolidated retail/rental joint venture in which the company has a 51.9% ownership interest, has a credit facility ("SSV Facility") that provides debt financing up to an aggregate principal amount of $25 million. The SSV Facility consists of (i) a $15 million Tranche A revolving credit facility and (ii) a $10 million Tranche B term loan facility. The SSV Facility matures on the earlier of December 31, 2003 or the termination date of the Credit Facility discussed above. The Vail Corporation guarantees the SSV Facility. The principal amount outstanding on the Tranche A revolving loan was $1.8 million as of April 30, 2003. The principal amount outstanding on the Tranche B term loan was $5.75 million at April 30, 2003. Future minimum payments under the Tranche B term loan facility are $0.25 million and $5.5 million during fiscal years 2003 and 2004, respectively. The SSV Facility bears interest annually at the rates prescribed above for the Credit Facility. SSV a lso pays a quarterly unused commitment fee at the same rates as the unused commitment fee for the Credit Facility. In May 2003, SSV entered into a new credit facility; see Note 15, Subsequent Events, for more information.

 

 

(c)

The Company has outstanding $360 million of Senior Subordinated Notes (collectively, the "Notes"), $200 million of which were issued in May 1999 (the "1999 Notes") and $160 million of which were issued in November 2001 (the "2001 Notes"). The 1999 Notes and 2001 Notes have substantially similar terms. The 2001 Notes were issued with an original issue discount for federal income tax purposes that yielded gross proceeds to the Company of approximately $152.6 million. The Notes have a fixed annual interest rate of 8.75%, with interest due semi-annually on May 15 and November 15. The Notes will mature on May 15, 2009 and no principal payments are due to be paid until maturity. The Company has certain early redemption options under the terms of the Notes. Substantially all of the Company's subsidiaries have guaranteed the Notes (see Note 9). The Notes are subordinated to certain of the Company's debts, including the Credit Facility, and will be subordinated to certain of the Company's future debts . The Company's payment obligations under the Notes are jointly and severally guaranteed by all of the Company's consolidated subsidiaries designated as Guarantors, as defined in the underlying Indenture.

 

 

(d)

In connection with the Company's acquisition of Rancho Mirage in November 2001, the Company entered into a note payable to Olympus Real Estate Partners (the "Olympus Note"). The Olympus Note has a principal amount of $25 million and matures November 15, 2003. The terms of the Olympus Note do not provide for interest; therefore, the Company has imputed an interest rate of 8% per annum, which has been recorded as a discount on the Olympus Note and is being amortized as interest expense over the life of the Olympus Note. The Company intends to refinance the Olympus Note under the new credit facility in the first quarter of fiscal 2004 (see Note 15, Subsequent Events).

 

 

(e)

Other obligations bear interest at rates ranging from 5.45% to 18.3% and have maturities ranging from fiscal 2003 to 2029.

 

 

(f)

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

Aggregate maturities for debt outstanding as of April 30, 2003 are as follows (in thousands):

Due during the twelve months ending July 31:

 

 

 

 

 

2003

 

$     1,273

2004

 

32,514

2005

 

67,388

2006

 

543

2007

 

4,208

Thereafter

 

   414,363

Total debt

 

$ 520,289

The Company was in compliance with all of its financial and operating covenants required to be maintained under its debt instruments for all periods presented.

5. Supplementary Balance Sheet Information

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

 

April 30,

 

July 31,

 

April 30,

 

    2003    

 

    2002    

 

    2002    

 

 

 

 

 

(as restated)

 

(unaudited)

 

 

 

(unaudited)

 

 

 

 

 

 

Trade payables

$       54,205

 

$ 55,586

 

$        53,122

Deferred revenue

16,760

 

15,158

 

7,245

Deposits

11,545

 

15,720

 

14,515

Accrued salaries, wages and deferred compensation

19,054

 

16,439

 

10,725

Accrued benefits

18,314

 

11,169

 

16,686

Accrued interest

16,497

 

8,159

 

16,093

Property taxes

5,813

 

6,666

 

3,154

Liability to complete real estate sold, short term

1,533

 

3,507

 

4,907

Other accruals

           7,194

 

7,826

 

            4,422

Total accounts payable and accrued expenses

$     150,915

 

$ 140,230

 

$      130,869

6. Related Party Transactions

In 1991, the Company loaned Andrew P. Daly, the Company's former President, $300,000, $150,000 of which bears interest at a rate of 9% per annum and the remainder of which is non-interest bearing. The principal sum plus accrued interest is due October 1, 2003. The proceeds of the loan were used to finance the purchase and improvement of real property and the loan is collateralized by a deed of trust on such property. In 1995, Mr. Daly's spouse received financial terms more favorable than those available to the general public in connection with the purchase of a homesite at Bachelor Gulch Village. Rather than payment of an earnest money deposit with the entire balance due in cash at closing, the contract provided for no earnest money deposit with the entire purchase price (which was below fair market value) to be paid under a promissory note of $438,750. Mrs. Daly's note was collateralized by a first deed of trust and amortized over 25 years at a rate of 8% per annum interest. Mrs. Daly repaid the note in full on November 4, 2002.

Effective October 31, 2002, Mr. Daly ceased to be an employee of the Company. The Company recorded $1.3 million of compensation expense in its first fiscal quarter of 2003 in relation to Mr. Daly's severance agreement.

In connection with the employment of Blaise Carrig as Chief Operating Officer of Heavenly Valley Limited Partnership ("Heavenly LP"), a wholly owned subsidiary of the Company, Heavenly LP agreed to invest up to $600,000, but not to exceed 50% of the purchase price, for the purchase of a residence for Mr. Carrig and his family in the greater Lake Tahoe area. In November 2002, the Company contributed $449,500 toward the purchase price of the residence and thereby obtained a 50% undivided ownership interest in such residence. Upon the resale of the residence, or within approximately 18 months of the termination of Mr. Carrig's employment with Heavenly LP, whichever is earlier, Heavenly LP is entitled to receive its proportionate share of the resale price of the residence, less certain deductions.

In February 2003, Marc J. Rowan, a director of the Company and a founding principal of Apollo Advisors, and Michael Gross (also a founding principal of Apollo Advisors), each purchased a homesite at Bachelor Gulch Village. The purchases occurred pursuant to the September 1999 contracts between the Company and the purchasers, as previously disclosed in the Company's annual proxy statements since 1999. The purchase price for each site was $378,000 , which the Company believes to be the approximate fair market value of the sites at the time of the original contracts, less a credit of $132,300 for the actual cost of certain infrastructure costs, such as architectural plans, necessary to develop the sites. The Company determined the sales price at the time of the contracts based on a formula used by the Company's real estate subsidiary for establishing the base land price of a cluster home development parcel under contract at the time to a third party developer, and the assumed square footage of the residence expected to be built on the sites as indicated by Messrs. Rowan and Gross. Also, as previously stated in the Company's proxy statements, the contracts were amended to extend the original closing dates on each property from January 2001 to January 2003. At the time of the purchases by Messrs. Rowan and Gross in February 2003, the Company believes that the fair market value of each site was approximately $1.6-$1.7 million, based generally on the Company's familiarity with appreciated values of Bachelor Gulch real estate.

7. Commitments and Contingencies

Smith Creek Metropolitan District ("SCMD") and Bachelor Gulch Metropolitan District ("BGMD") were organized in November 1994 to cooperate in the financing, construction and operation of basic public infrastructure serving the Company's Bachelor Gulch Village development. SCMD was organized primarily to own, operate and maintain water, street, traffic and safety, transportation, fire protection, parks and recreation, television relay and translation, sanitation and certain other facilities and equipment of BGMD. BGMD collects property tax payments from the property owners within the Bachelor Gulch Village development and a capital improvement fee from the Company. A portion of those revenues is remitted to SCMD. SCMD is comprised of approximately 150 acres of open space land owned by the Company and members of the Board of Directors of the SCMD. In two planned unit developments, Eagle County has granted zoning approval for 1,395 dwelling units within Bachelor Gulch Village, including various single-fam ily homesites, cluster homes and townhomes, and lodging units. As of April 30, 2003, the Company has sold 110 single-family homesites and 22 parcels to developers for the construction of various types of dwelling units. Currently, SCMD has outstanding $27.9 million of variable rate revenue bonds maturing on October 1, 2035, which have been enhanced with a $29.6 million letter of credit issued against the Company's Credit Facility. The letter of credit was issued by the Company to facilitate the issuance of the variable rate revenue bonds. This letter of credit expires October 31, 2004. It is anticipated that as the Bachelor Gulch community expands, BGMD will become self supporting and that within 25 to 30 years will issue general obligation bonds, the proceeds of which will be used to retire the SCMD revenue bonds. Until that time, the Company has agreed to subsidize the interest payments on the SCMD revenue bonds. The Company has estimated the present value of this aggregate subsidy to be $15.1 million and $14.8 million at April 30, 2003 and July 31, 2002, respectively, and has recorded the entire amount as a liability, primarily within other long-term liabilities, in the accompanying financial statements. The total subsidy incurred as of April 30, 2003 and 2002 was $10.9 million and $9.8 million, respectively.

Holland Creek Metropolitan District ("HCMD") and Red Sky Ranch Metropolitan District ("RSRMD") were organized in December 2000 to cooperate in the financing, construction and operation of basic public infrastructure serving the Company's Red Sky Ranch development. HCMD was organized primarily to own, operate and maintain water, street, traffic and safety, transportation, fire protection, parks and recreation, television relay and translation, sanitation and certain other facilities and equipment of RSRMD. RSRMD collects property tax payments from the property owners within the Red Sky Ranch development and a capital improvement fee from the Company. A portion of those revenues is remitted to HCMD. HCMD is comprised of approximately 150 acres of open space land owned by the Company and members of the Board of Directors of HCMD. In two planned unit developments, Eagle County has granted zoning approval for 87 dwelling units, two golf courses, and related facilities for the property within the districts. Sev en of the dwelling units are owned by a third party developer. The Company's current plans call for approximately 53 home sites to be sold over the next two years, and all 80 units to be constructed over the next eleven years. As of April 30, 2003, the Company has sold 42 of the 53 home sites. Currently, HCMD has outstanding $12 million of variable rate revenue bonds maturing on June 1, 2041, which have been enhanced with a $12.1 million letter of credit issued against the Company's Credit Facility. The letter of credit was issued by the Company to facilitate the issuance of the variable rate revenue bonds. This letter of credit expires October 31, 2004. It is anticipated that, as Red Sky Ranch expands, RSRMD will become self supporting and that within 5 to 15 years it will issue general obligation bonds, the proceeds of which will be used to retire the HCMD revenue bonds. Until that time, the Company has agreed to subsidize the interest payments on the HCMD revenue bonds. The Company has estimated the prese nt value of the aggregate subsidy to be $1.9 million at April 30, 2003 and July 31, 2002 and has recorded that amount as a liability, primarily within other long-term liabilities, in the accompanying financial statements. The total subsidy incurred as of April 30, 2003 and 2002 was $639,000 and $199,000, respectively.

The Company has ownership interests in four entities (BC Housing LLC, The Tarnes at BC, LLC, Tenderfoot Seasonal Housing, LLC and Breckenridge Terrace, LLC) which were formed to construct, own and operate employee housing facilities in exchange for rent payments from tenants in and around Beaver Creek, Keystone and Breckenridge. The Company's ownership interest in each entity ranges from 26% to 50%. The Company accounts for each of these investments under the equity method. Each entity has issued interest-only taxable bonds with weekly low-floater rates tied to LIBOR (the "Housing Bonds") in two series, Tranche A and Tranche B. The Housing Bonds do not have stated maturity dates. The Tranche A Housing Bonds have principal amounts which range from $5.7 million to $15 million ($37.8 million in aggregate), enhanced with letters of credit issued against the Company's Credit Facility in amounts ranging from $5.8 million to $15.2 million ($38.3 million in aggregate). The letters of credit were issued by the Com pany to facilitate the housing entities' ability to obtain external financing. Those letters of credit expire October 31, 2004. The Tranche B Housing Bonds range in principal amount from $1.5 million to $5.9 million ($14.8 million in aggregate) and are collateralized by the assets of the entities. The Company also guarantees debt service of $13.3 million on the Tranche B Housing Bonds, of which $7.4 million expire May 1, 2004 and $5.9 million expire June 1, 2005. The proceeds of the Housing Bonds were used to construct the housing facilities. The housing facilities (except Breckenridge Terrace, LLC) are located on land owned by the Company which is leased to each respective entity. The Company has the right to rent a certain percentage of the units in the housing facilities to provide seasonal housing for its employees. In aggregate, the Company paid rents of $5.2 million and $4.8 million to the four entities for the nine months ended April 30, 2003 and 2002, respectively.

At April 30, 2003 the Company had various other letters of credit outstanding in the aggregate amount of $10.6 million.

In addition to the guarantees noted above, the Company has entered into contracts in the normal course of business which include certain indemnifications within the scope of FIN No. 45 under which it may be required to make payments in relation to certain transactions. These indemnities primarily include indemnities to licensees in connection with the licensees' use of the Company's trademarks and logos, indemnities for liabilities associated with the infringement of other parties' technology based upon the Company's software products and indemnities related to liabilities associated with the use of easements. The duration of these indemnities generally is indefinite. These indemnities also generally do not limit the future payments the Company could be obligated to make. The Company has not recorded any liability for these indemnities in the accompanying financial statements, either because the indemnification existed prior to January 1, 2003 and is therefore not subject to the measurement requirements o f FIN No. 45, or because the Company has calculated the fair value of the indemnification to be de minimus based upon the current facts and circumstances that would trigger a payment under the indemnification clause. The Company does, however, accrue for losses for any known contingent liability, including those that may arise from indemnification provisions, when future payment is probable and measurable.

As noted above, the Company makes certain indemnifications to licensees in connection with the licensees' use of the Company's trademarks and logos. The Company does not record any product warranty liability with respect to these indemnifications related to licensing the Company's trademarks and logos.

Certain subsidiaries of the Company are defendants in two related lawsuits filed in the United States District Court for the District of Wyoming. The case arises out of a carbon monoxide accident in a hotel room at the Snake River Lodge and Spa in Teton Village, Wyoming, resulting in the death of a doctor from North Carolina and the alleged injury to his wife. The accident occurred on August 2, 2001. The Snake River Lodge & Spa is 51% owned by a subsidiary of the Company. One lawsuit is a wrongful death action on behalf of the estate of the deceased, and the other lawsuit is a personal injury action on the part of his wife.

A First Amended Complaint was filed by the plaintiffs (the wife in the personal injury case, and the wife personally and on behalf of the estate of the deceased in the wrongful death suit) in both lawsuits in July 2002 naming as defendants JHL&S, LLC d/b/a/ Snake River Lodge & Spa, Teton Hospitality Services, Inc., Grand Teton Lodge Company and Vail Resorts Development Company, all subsidiaries of the Company. In May 2003, the plaintiffs dismissed the non-Company related defendants that previously had been named as defendants, a plumbing company in Jackson, Wyoming and a general contractor based in Salt Lake City.

The Complaints allege negligence and strict liability on the part of all and each of the defendants and seek damages, including exemplary and punitive damages, in amounts to be proven at trial. The Company's subsidiary defendants filed a motion in June 2003 seeking partial summary judgment to dismiss the plaintiffs' claim for punitive damages. The trials (which may be consolidated) are set to begin in late November 2003. Discovery is underway in the matters, and is scheduled to continue through mid summer 2003. The Company intends to defend the cases vigorously at trial. The Company anticipates that any damages arising out of the accident paid by the Company, excepting any amounts attributable to punitive damages, would be covered by insurance carried by the Company. However, the Company cannot predict the outcome of the cases at this time or consequently whether the outcome may be material to the Company's financial position, results of operations or cash flows of the Company.

The Company is a party to various other lawsuits arising in the ordinary course of business. Management believes the Company has adequate insurance coverage and accrued loss contingencies for all such matters and that, although the ultimate outcome of such claims cannot be ascertained, current pending and threatened claims are not expected to have a material adverse impact on the financial position, results of operations and cash flows of the Company.

In February 2003, the SEC informed the Company that it has issued a formal order of investigation with respect to the Company. The inquiry relates to the Company's previous accounting treatment for recognizing revenue on initiation fees related to the sale of memberships in private member clubs. In October 2002, after voluntary consultation with the SEC staff on the appropriate accounting, the Company restated and reissued its historical financial statements for fiscal 1999-2001, reflecting a revision in the accounting for these club initiation fees (see Note 8, Restatements, of the Notes to the Consolidated Condensed Financial Statements). The Company is fully cooperating with the SEC and expects no changes will be made as a result of this SEC inquiry to the Company's historical financial statements.

The Company has executed as lessee operating leases for the rental of office space, employee residential units and office equipment through fiscal 2008. For the nine months ended April 30, 2003 and 2002, the Company recorded lease expense related to these agreements of $14.4 million and $13.3 million, respectively, which is included in the accompanying consolidated statements of operations.

Future minimum lease payments under these leases as of April 30, 2003 are as follows (in thousands):

Due during fiscal years ending July 31:

 

2003

$        2,099

2004

6,050

2005

5,133

2006

4,781

2007

3,740

Thereafter

      19,389

Total

$      41,192

 

8. Restatements

As previously announced, the Company changed its method of revenue recognition for private club membership initiation fees from an immediate-recognition basis to a deferred basis. The Company is now deferring membership initiation fee revenue over the estimated life of the club facilities, which the Company has estimated to be 30 years. In addition, as noted in the Company's Form 10-K for the year ended July 31, 2002, the Company recorded a goodwill impairment loss of $1.7 million, net of taxes, in connection with the adoption of SFAS No. 142, "Goodwill and Other Intangible Assets". The impairment was recorded as a cumulative effect of a change in accounting principle in the three months ended October 31, 2001.

For a comparison of the originally reported quarterly statement of operations data for the three and nine months ended April 30, 2002 and the restated quarterly statement of operations data for the same period, refer to the Company's Form 10-K for the year ended July 31, 2002. The restatement created no adjustments to the Consolidated Condensed Statement of Cash Flows for the nine months ended April 30, 2002 included in this Form 10-Q. The following table presents a comparison of the quarterly statement of financial position data as reported in the April 30, 2002 Form 10-Q to the Company's current presentation:

Balance Sheet:

As of April 30, 2002

 

Previously

As

Percent

 

Reported

Restated

Change

Other current assets

$             8,062

$           22,852

183.5%

Property, plant, and equipment, net

778,406

786,681

1.1%

Goodwill, net

135,154

132,399

(2.0%)

Other assets

53,320

47,562

(10.8%)

Total assets

1,352,404

1,356,811

0.3%

Accounts payable and accrued expenses

131,079

130,869

(0.2%)

Total current liabilities

135,338

135,128

(0.2%)

Other long term liabilities

71,515

86,119

20.4%

Deferred income taxes

117,710

117,180

(0.5%)

Additional paid-in-capital

411,630

414,256

0.6%

Deferred compensation

--

(1,317)

(100.0%)

Retained earnings

138,404

127,638

(7.8%)

Total stockholders' equity

550,385

540,928

(1.7%)

Total liabilities and stockholders' equity

$      1,352,404

$      1,356,811

0.3%

 

 

 

 

 

 

9. Guarantor Subsidiaries and Non-Guarantor Subsidiaries

The Company's payment obligations under the 8.75% Senior Subordinated Notes due 2009 (see Note 4), 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 Boulder/Beaver LLC, Colter Bay Corporation, Eagle Park Reservoir Company, Forest Ridge Holdings, Inc., Gros Ventre Utility Company, Jackson Lake Lodge Corporation, Jenny Lake Lodge, Inc., Mountain Thunder, Inc., Timber Trail, Inc., Resort Technology Partners, LLC, RT Partners, Inc., SSV, Vail Associates Investments, Inc., and VR Holdings, Inc. (together, the "Non-Guarantor Subsidiaries").

Presented below is the consolidated condensed financial information of Vail Resorts, Inc. (the "Parent Company"), the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries. Financial information for Larkspur Restaurant & Bar, LLC ("Larkspur"), RockResorts and JHL&S, LLC ("JHL&S") are presented separately as the Company owns less than 100% of these Guarantor Subsidiaries. Financial information for the Non-Guarantor subsidiaries is presented in the column titled "Other Subsidiaries". Balance sheet data is presented as of April 30, 2003, July 31, 2002, and April 30, 2002. Statement of operations and statement of cash flows data are presented for the nine months ended April 30, 2003 and 2002.

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 Condensed Consolidating Balance Sheet

As of April 30, 2003

(in thousands of dollars)

Parent Company

100% Owned Guarantor Subsidiaries

JHL&S

RockResorts

Larkspur

Other Subsidiaries

Eliminating Entries

Consolidated

Current assets:

Cash and cash equivalents

-

18,281

95

-

42

1,956

-

20,374

Receivables, net

-

28,296

516

243

69

2,586

-

31,710

Inventories, net

-

8,707

74

-

124

21,592

-

30,497

Other current assets

10,434

7,069

108

256

4

1,127

-

18,998

Total current assets

10,434

62,353

793

499

239

27,261

-

101,579

Property, plant and equipment, net

-

885,445

29,208

385

736

17,162

-

932,936

Real estate held for sale

-

122,065

-

900

-

13,856

-

136,821

Deferred charges and other assets

8,431

28,310

9

-

-

907

-

37,657

Goodwill, net

-

121,238

1,960

1,655

-

16,467

-

141,320

Other intangibles, net

-

68,456

-

9,841

-

2,526

-

80,823

Investments in subsidiaries and advances to (from) parent

888,710

(6,217)

(17,630)

(745)

(234)

(16,449)

(847,435)

-

Total assets

907,575

1,281,650

14,340

12,535

741

61,730

(847,435)

1,431,136

Current liabilities:

Accounts payable and accrued expenses

17,363

117,321

1,496

1,438

165

13,132

-

150,915

Income taxes payable

-

209

-

-

-

-

-

209

Long-term debt due within one year

-

25,074

1,000

-

-

1,000

-

27,074

Total current liabilities

17,363

142,604

2,496

1,438

165

14,132

-

178,198

Long-term debt

353,663

133,002

-

-

-

6,550

-

493,215

Other long-term liabilities

629

94,025

-

115

-

-

-

94,769

Deferred income taxes

-

100,995

-

-

-

1,643

-

102,638

Put option - RockResorts

-

198

-

-

-

-

-

198

Minority interest in net assets of consolidated joint ventures

-

-

5,803

-

100

20,295

-

26,198

Total stockholders' equity

535,920

810,827

6,041

10,981

476

19,110

(847,435)

535,920

Total liabilities and stockholders' equity

907,575

1,281,650

14,340

12,535

741

61,730

(847,435)

1,431,136

 

Supplemental Condensed Consolidating Balance Sheet

As of July 31, 2002

(in thousands of dollars)

Parent Company

100% Owned Guarantor Subsidiaries

JHL&S

Rock

Resorts

Larkspur

Other Subsidiaries

Eliminating Entries

Consolidated

Current assets:

Cash and cash equivalents

-

23,110

124

-

51

2,680

-

25,965

Receivables

1,138

26,457

881

602

117

2,642

-

31,837

Inventories, net

-

11,194

89

-

129

20,914

-

32,326

Other current assets

-

18,089

137

-

7

1,055

-

19,288

Total current assets

1,138

78,850

1,231

602

304

27,291

-

109,416

Property, plant and equipment, net

-

867,117

30,203

-

852

15,634

-

913,806

Real estate held for sale and investment

-

124,301

-

900

-

36,577

-

161,778

Goodwill, net

-

119,348

2,077

1,660

-

16,515

-

139,600

Other intangibles, net

-

65,504

-

8,957

-

3,525

-

77,986

Deferred charges and other assets

9,450

35,119

-

34

-

521

-

45,124

Investments in subsidiaries and advances to (from) parent

865,717

(190,397)

(15,706)

-

-

(37,366)

(622,248)

-

Total assets

876,305

1,099,842

17,805

12,153

1,156

62,697

(622,248)

1,447,710

Current liabilities:

Accounts payable and accrued expenses

7,728

112,265

1,535

1,852

178

16,672

-

140,230

Income taxes payable

7,934

-

-

-

-

-

-

7,934

Long-term debt due within one year

-

2,854

900

-

-

1,000

-

4,754

Total current liabilities

15,662

115,119

2,435

1,852

178

17,672

-

152,918

Long-term debt

353,108

231,898

-

-

126

12,900

-

598,032

Other long-term liabilities

267

90,317

-

-

-

-

-

90,584

Deferred income taxes

-

71,791

-

-

-

1,643

-

73,434

Minority interest in net assets of consolidated joint ventures

-

(115)

7,531

3,231

100

13,158

-

23,905

Put option - RockResorts

-

1,569

-

-

-

-

1,569

Total stockholders' equity

507,268

589,263

7,839

 7,070

752

17,324

(622,248)

507,268

Total liabilities and stockholders' equity

876,305

1,099,842

17,805

12,153

1,156

62,697

(622,248)

1,447,710

 

Supplemental Condensed Consolidating Balance Sheet

As of April 30, 2002

(in thousands of dollars)

Parent Company

100% Owned Guarantor Subsidiaries

JHL&S

RockResorts

Larkspur

Other Subsidiaries

Eliminating Entries

Consolidated

Current assets:

Cash and cash equivalents

-

50,518

270

10

18

2,699

-

53,515

Receivables, net

-

30,075

407

-

31

2,659

-

33,172

Inventories, net

-

7,224

68

-

102

18,932

-

26,326

Other current assets

2,077

19,752

99

-

4

920

-

22,852

Total current assets

2,077

107,569

844

10

155

25,210

-

135,865

Property, plant and equipment, net

-

740,376

29,414

-

870

16,021

-

786,681

Real estate held for sale

-

151,631

-

900

-

32,173

-

184,704

Deferred charges and other assets

9,787

37,025

-

-

-

750

-

47,562

Goodwill, net

-

113,047

2,111

535

-

16,706

-

132,399

Other intangibles, net

-

55,973

-

10,325

-

3,302

-

69,600

Investments in subsidiaries and advances to (from) parent

897,458

(45,508)

(14,509)

4

(4)

(32,382)

(805,059)

-

Total assets

909,322

1,160,113

17,860

11,774

1,021

61,780

(805,059)

1,356,811

Current liabilities:

Accounts payable and accrued expenses

14,934

99,929

1,250

930

128

13,698

-

130,869

Income taxes payable

-

-

-

-

-

-

-

-

Long-term debt due within one year

-

2,359

900

-

-

1,000

-

4,259

Total current liabilities

14,934

102,288

2,150

930

128

14,698

-

135,128

Long-term debt

352,931

88,380

-

-

-

9,350

-

450,661

Other long-term liabilities

527

85,592

-

-

-

-

-

86,119

Deferred income taxes

-

115,537

-

-

-

1,643

-

117,180

Put option - RockResorts

-

-

-

-

-

-

-

-

Minority interest in net assets of consolidated joint ventures

-

-

7,698

3,231

100

15,766

-

26,795

Total stockholders' equity

540,930

768,316

8,012

7,613

793

20,323

(805,059)

540,928

Total liabilities and stockholders' equity

909,322

1,160,113

17,860

11,774

1,021

61,780

(805,059)

1,356,811

 

 

Supplemental Condensed Consolidating Statement of Operations

For the nine months ended April 30, 2003

(in thousands of dollars)

Parent Company

Guarantor Subsidiaries

JHL&S

RockResorts

Larkspur

Other Subsidiaries

Eliminating Entries

Consolidated

Total net revenue

-

437,433

5,651

3,699

2,305

154,975

25,674

629,737

Total operating expense

11,121

357,526

8,470

4,572

2,584

127,273

25,674

537,220

Income (loss) from operations

(11,121)

79,907

(2,819)

(873)

(279)

27,702

-

92,517

Other income (expense)

(25,178)

(10,582)

(707)

-

(18)

(518)

-

(37,003)

Equity investment income

-

2,270

-

-

-

-

-

2,270

Gain (loss) on investments

-

1,371

-

-

-

-

-

1,371

Minority interest in net income of consolidated joint ventures

-

    -

1,728

-

-

(4,343)

-

(2,615)

Income (loss) before income taxes

(36,299)

72,966

(1,798)

(873)

(297)

22,841

-

56,540

Benefit (provision) for income taxes

18,654

(54,433)

(924)

-

-

7,647

-

(29,056)

Net income (loss) before equity in

income of consolidated subsidiaries

(17,645)

18,533

(2,722)

(873)

(297)

30,488

-

27,484

Equity in income of consolidated

subsidiaries

45,129

26,596

-

-

-

-

(71,725)

-

Net income (loss)

27,484

45,129

(2,722)

(873)

(297)

30,488

(71,725)

27,484

 

 

 

 

 

Supplemental Condensed Consolidating Statement of Operations

For the nine months ended April 30, 2002

(in thousands of dollars)

Parent Company

Guarantor Subsidiaries

JHL&S

RockResorts

Larkspur

Other Subsidiaries

Eliminating Entries

Consolidated

Total net revenue

-

369,458

2,751

769

2,342

142,310

15,564

533,194

Total operating expense

(6,427)

306,034

4,513

1,184

2,423

112,418

15,564

435,709

Income (loss) from operations

6,427

63,424

(1,762)

(415)

(80)

29,892

-

97,485

Other income (expense)

(20,384)

(5,613)

(173)

-

(14)

(590)

-

(26,774)

Equity investment income

-

4,181

-

-

-

-

-

4,181

Minority interest in net income of consolidated joint ventures

-

38

948

-

-

(4,366)

-

(3,380)

Income (loss) before income taxes

(13,957)

62,029

(987)

(415)

(94)

24,936

-

71,512

Benefit (provision) for income taxes

5,304

(40,012)

-

-

-

7,533

-

(27,175)

Net income (loss) before equity in

income of consolidated subsidiaries

(8,654)

22,018

(987)

(415)

(94)

32,469

-

44,337

Cumulative effect of change in accounting principle, net of income taxes

-

(1,708)

-

-

-

-

-

(1,708)

Equity in income of consolidated

subsidiaries

51,283

30,973

-

-

-

-

(82,256)

-

Net income (loss)

42,629

51,283

(987)

(415)

(94)

32,469

(82,256)

42,629

 

 

Supplemental Condensed Consolidating Statement of Cash Flows

For the nine months ended April 30, 2003

(in thousands of dollars)

Parent Company

100% Owned Guarantor Subsidiaries

JHL&S

RockResorts

Larkspur

Other Subsidiaries

Eliminating Entries

Consolidated

Net cash flows from operating activities

40,081

116,995

(1,265)

-

(102)

30,109

-

185,819

Cash flows from investing activities:

Capital expenditures

-

(69,107)

(689)

-

(20)

(6,414)

-

(76,230)

Investments in real estate

-

(58,176)

-

-

-

22,721

-

(35,455)

Other investing activities

-

(1,926)

-

-

-

7,135

-

5,209

Net cash provided by (used in) investing activities

-

(129,209)

(689)

-

(20)

23,442

-

(106,476)

Cash flows from financing activities:

Proceeds from borrowings under long-term debt

-

222,400

-

-

-

(6,350)

-

216,050

Payments on long-term debt

-

(300,139)

-

-

-

-

-

(300,139)

Advances to (from) affiliates

(40,258)

60,748

1,925

113

(22,528)

-

Other financing activities

177

(671)

-

-

-

(351)

-

(845)

Net cash provided by (used in) financing activities

(40,081)

(17,662)

1,925

-

113

(29,229)

-

(84,934)

Net increase (decrease) in cash and cash equivalents

-

(29,876)

(29)

-

(9)

24,323

-

(5,591)

Cash and cash equivalents:

Beginning of period

-

23,111

124

-

51

2,679

-

25,965

End of period

-

(6,765)

95

-

42

27,003

-

20,374

 

 

 

 

Supplemental Condensed Consolidating Statement of Cash Flows

For the nine months ended April 30, 2002

(in thousands of dollars)

Parent Company

100% Owned Guarantor Subsidiaries

JHL&S

RockResorts

Larkspur

Other Subsidiaries

Eliminating Entries

Consolidated

Net cash flows from operating activities

59,239

72,381

(275)

-

111

31,359

-

162,815

Cash flows from investing activities:

Capital expenditures

-

(36,919)

(7,853)

-

(51)

(6,108)

-

(50,931)

Investments in real estate

-

(30,488)

-

-

-

(18,173)

-

(48,661)

Cash paid in acquisitions

-

(74,629)

-

-

-

-

-

(74,629)

Other investing activities

-

25,361

-

-

-

(22,988)

-

2,373

Net cash used in investing activities

-

(116,675)

(7,853)

-

(51)

(47,269)

-

(171,848)

Cash flows from financing activities:

Proceeds from borrowings under long-term debt

152,646

429,155

-

-

-

-

-

581,801

Payments on long-term debt

-

(533,832)

-

-

-

(5,850)

-

(539,682)

Advances to (from) affiliates

(207,368)

178,266

7,831

-

(90)

21,361

-

-

Other financing activities

(4,517)

(3,048)

-

-

-

-

-

(7,565)

Net cash provided by (used in) financing activities

(59,239)

70,541

7,831

-

(90)

15,511

-

34,554

Net increase (decrease) in cash and cash equivalents

-

26,247

(298)

-

(30)

(399)

-

25,521

Cash and cash equivalents:

Beginning of period

-

24,280

568

-

48

3,098

-

27,994

End of period

-

50,527

270

-

18

2,699

-

53,515

 

10. Investments in Affiliates

The Company held the following investments in equity-method affiliates as of April 30, 2003:

Equity Method Investees

 

Ownership Interest

Keystone/Intrawest, LLC ("KRED")

 

50%

Slifer, Smith, and Frampton/Vail Associates Real Estate, LLC ("SSF/VARE")

 

50%

Breckenridge Terrace, LLC

 

50%

Avon Partners II, LLC

 

50%

Tenderfoot Seasonal Housing, LLC

 

50%

Bachelor Gulch Resort, LLC

 

49%

Eagle Park Reservoir Company

 

46%

FFT Investment Partners

 

45%

The Tarnes at BC, LLC

 

31%

BC Housing, LLC

 

26%

Eclipse Television & Sports Marketing, LLC

 

25%

Condensed financial data for KRED is presented below for the three and nine months ended March 31, 2003 and 2002.

 

 

KRED

 

 

(in thousands)

 

 

(unaudited)

Financial data for the three months ended March 31, 2003:

 

 

Net revenue

$           13,933

 

Operating income

(192)

 

Net income

77

 

 

 

Financial data for the three months ended March 31, 2002:

 

 

Net revenue

$            20,912

 

Operating income

(10,013)

 

Net income

(10,169)

 

 

 

Financial data for the nine months ended March 31, 2003:

 

 

Net revenue

$            16,193

 

Operating income

(155)

 

Net income

(417)

 

 

 

Financial data for the nine months ended March 31, 2002:

 

 

Net revenue

$           44,506

 

Operating income

(5,817)

 

Net income

(6,075)

11. Variable Interest Entities

The Company is currently evaluating its investments (primarily investments in entities accounted for under the equity method) to determine whether these investments meet the definition of VIEs under FIN No. 46. If the Company determines that these investments are VIEs, it is reasonably possible that the Company would be determined to be the primary beneficiary as defined in FIN No. 46. If it is determined that the Company is the primary beneficiary of a VIE, the Company would be required to consolidate that entity.

Two entities are the metropolitan districts discussed in Note 7, Commitments and Contingencies. These entities have total assets of $115.7 and total liabilities of $43.2 million as of January 31, 2003. The Company's maximum exposure to loss as a result of its involvement with the metropolitan districts is limited to $41.7 million of letters of credit, which expire October 2004, issued against the Company's Credit Facility backing $39.9 million of variable rate revenue bonds issued by the districts and the Company's subsidization of the interest payments required related to the debt.

Four entities are the employee housing joint ventures discussed in Note 7. These entities had total assets of $50.3 million as of March 31, 2003. The Company's maximum exposure to loss as a result of its involvement with the employee housing joint ventures is limited to the Company's initial equity investments of $2,000, the Company's ratable share of income/loss and $38.8 million of letters of credit, which expire October 2004, issued against the Company's Credit Facility backing $37.8 million of Tranche A interest-only taxable bonds. The Company also guarantees debt service of $13.3 million on the Tranche B Housing Bonds, of which $7.4 million expire May 1, 2004 and $5.9 million expire June 1, 2005.

One entity is a joint venture that owns commercial space. The Company currently leases substantially all of that space for its corporate headquarters. The entity has total assets of $4.7 million and no debt as of March 31, 2003. The Company's maximum exposure to loss as a result of its involvement with the entity is limited to the Company's initial equity investment of $2.5 million and the Company's ratable share of income/loss.

One entity is KRED, which is engaged in real estate development and commercial leasing in and around Keystone. The entity had total assets of $90.2 million and total debt of $26.5 million as of March 31, 2003. The Company's maximum exposure to loss as a result of its involvement with the entity is limited to its initial equity investment of $22.6 million in land and $1.7 million in cash, the Company's ratable share of income/loss and $1.3 million in short term loans.

One entity is a joint venture involved in the construction and participation in a reservoir to provide for the Company's snowmaking needs. The entity had total assets of $29.9 million and total debt of $7.0 million as of March 31, 2003. The Company's maximum exposure to loss as a result of its involvement with the entity is limited to the Company's initial equity investment of $3.4 million and the Company's ratable share of income/loss. The Company is joint and severally liable for 38.9% of the entity's debt, which is recorded in the Company's Consolidated Financial Statements.

One entity is a joint venture involved in the construction and operations of the Ritz-Carlton, Bachelor Gulch. The entity had total assets of approximately $100 million and total liabilities of approximately $75 million as of March 31, 2003. The Company's maximum exposure to loss as a result of its involvement with the entity is limited to the Company's initial equity investment of $6.6 million, the Company's ratable share of income/loss and $4.5 million in long term loans.

The Company is currently evaluating the impact that the full implementation of this interpretation will have on its financial statements.

12. Workforce Reduction

In October 2002, the Company announced that, as a counterbalance to the possibility of slower performance in the nationwide leisure travel and lodging market in the coming year, it had implemented a company-wide cost reduction plan which included, in addition to certain measures designed to improve operational effectiveness, the elimination of approximately 100 positions (less than 1% of the total employee force). The workforce reduction included the termination of 44 employees effective November 1, 2002, with the remainder of the reduction achieved through the elimination of vacant positions, and included management and line level staff across all of the Company's lines of business. Expense associated with the workforce reduction included severance expense of $1.1 million plus an additional $0.1 million in associated burden, which was included in operating expense and was paid during the Company's quarter ended January 31, 2003.

13. Gain on Put Option

In November 2001, the Company entered into a written put option in conjunction with its purchase of an interest in RockResorts. The minority shareholder in RockResorts has the option to put to the Company its equity interest in RockResorts at a price based on management fees generated by certain properties under RockResorts management on a trailing twelve month basis. The put option can be exercised between October 1, 2004 and September 30, 2005. The Company has determined that this put option should be marked to fair value through earnings, and as such, the Company has recorded a gain of $0.0 million and $1.4 million for the three and nine months ended April 30, 2003, respectively. The gain on the RockResorts written put option is shown as a separate line item on the Statement of Operations.

14. Acquisitions and Business Combinations

In May 2002, certain of the Company's wholly-owned subsidiaries acquired 100% of the ownership interests of Heavenly Valley, Limited Partnership from subsidiaries of American Skiing Company. Heavenly Valley, Limited Partnership owns Heavenly Ski Resort ("Heavenly") in the Lake Tahoe area of California and Nevada. Heavenly offers over 4,800 acres of skiing and operates 29 lifts. The Company purchased Heavenly to expand its portfolio of premier ski resorts and geographically diversify its resort portfolio. The transaction closed for consideration of $102 million (including $2.7 million of assumed debt), less a cash adjustment of $2.8 million resulting in net consideration of $99.2 million. The following unaudited pro forma revenue for the three and nine months ended April 30, 2002 assumes the acquisition of Heavenly occurred on August 1, 2001. The pro forma revenue is not necessarily indicative of the actual revenue that would have been recognized, nor is it necessarily indicative of future revenue. Pro forma net income and EPS are not presented as the pro forma adjustments are immaterial to the actual net income and EPS of the Company, and, in the opinion of the Company, would not provide additional meaningful information to the reader.

 

Pro-forma data (in thousands) for

 

Three months ended

 

Nine months ended

 

April 30, 2002

 

April 30, 2002

 

(unaudited)

Total Revenue

$            279,773

 

$            590,154

15. Subsequent Events

In June 2003, the Company entered into a new credit facility ("New Credit Facility") which provides debt financing up to an aggregate principal amount of $425 million. This New Credit Facility replaces the existing Credit Facility and consists of (i) a $325 million revolving credit facility and (ii) a $100 million term loan. The Vail Corporation is the borrower under the New Credit Facility, with Bank of America, N.A. as agent and certain other financial institutions as lenders. The Vail Corporation's obligations under the New Credit Facility are guaranteed by the Company and certain of its subsidiaries and are collateralized by a pledge of all of the capital stock of The Vail Corporation, substantially all of its subsidiaries and the Company's interest in SSV. The proceeds of the loans made under the New Credit Facility may be used to fund the Company's working capital needs, capital expenditures, acquisitions and other general corporate purposes, including the issuance of letters of credit. The revo lver matures June 2007. Borrowings under the revolver bear interest annually at the Company's option at the rate of (i) LIBOR plus a margin or (ii) the agent's prime lending rate plus a margin. The revolver also includes a quarterly unused commitment fee. Interest rates on the revolver fluctuate based upon the ratio Company's total Funded Debt to Adjusted EBITDA (as defined in the New Credit Facility) on a trailing twelve-month basis. The term loan matures December 2008 and bears interest at a rate of LIBOR plus a margin. The term loan is subject to annual amortization based upon 1% per annum of the original principal amount of the term loan facility. The Company has the option to prepay the term loan at any time, however such repayments cannot subsequently be re-borrowed under the term loan facility. The New Credit Facility provides for affirmative and negative covenants that restrict, among other things, the Company's ability to incur indebtedness, dispose of assets, make capital expenditures and make inve stments. In addition, the agreement includes certain restrictive financial covenants, the most restrictive of which are the Funded Debt to Adjusted EBITDA ratio, Senior Debt to Adjusted EBITDA ratio, Minimum Fixed Charge Coverage ratio, Minimum Net Worth and the Interest Coverage ratio (as each ratio is defined in the New Credit Facility). The terms of the New Credit Facility address issues associated with the implementation of FIN No. 46, previously identified in the Company's Form 10-Q filing for the second fiscal quarter of 2003.

In May 2003, SSV entered into a new three-year revolving credit facility ("New SSV Facility"), which provides for debt financing up to an aggregate principal amount of $32.0 million. The New SSV Facility replaces the existing SSV Facility and consists of (i) a $20.0 million revolving credit facility, (ii) an $8.0 million term loan A and (iii) a $4.0 million term loan B. Keybank N.A. is agent with certain other financial institutions as lenders. SSV's obligations under the New SSV Facility are secured by substantially all of SSV's assets. The proceeds of the loans made under the New SSV Facility may be used to fund SSV's working capital needs, capital expenditures, acquisitions and other general corporate purposes, including the issuance of letters of credit. Borrowings bear interest annually at SSV's option at the rate of (i) LIBOR plus a margin or (ii) the agent's prime lending rate plus a margin. Interest rates on the borrowings fluctuate based upon the Consolidated Leverage ratio (as defined in the und erlying agreement). The revolver matures May 2006. The revolver also includes a quarterly unused commitment fee. The term loan A matures May 2006. SSV must make quarterly principle payments on the term loan A in the amount of $287,715. SSV has the option to prepay the term loan A at any time, however such repayments cannot subsequently be re-borrowed under the term loan A facility. The term loan B matures May 2006. SSV has the option to prepay the term loan B at any time, however such repayments cannot subsequently be re-borrowed under the term loan B facility. The term loan B is backed by a $4.2 million letter of credit issued against the Company's Credit Facility. The New SSV Facility provides for negative covenants that restrict, among other things, SSV's ability to incur indebtedness, dispose of assets, make capital expenditures and make investments. In addition, the New SSV Facility includes certain restrictive financial covenants, including the Consolidated Leverage ratio, Minimum Fixed Charge Coverage ratio and Minimum Net Worth (as each ratio is defined in the New SSV Facility).

In May 2003, Heavenly LP sold its retail and rental operations, including substantially all of the related assets and liabilities, to SSV, a fully consolidated 51.8% owned subsidiary, for approximately $7.7 million.

In June 2003, the Company and GSSI LLC ("GSSI"), the Company's partner in the SSV joint venture, entered into amended and restated operating and management agreements with respect to SSV. The Company and GSSI formed SSV in August 1998, and GSSI was appointed manager of the entity at that time. The original management agreement, entered into in August 1998, was scheduled to terminate July 31, 2003. In addition, the original operating agreement had certain put and call rights with respect to GSSI's ownership interest that would have become exercisable beginning August 1, 2003 or in the event GSSI was removed as manager of SSV. The amended and restated management agreement retains GSSI as manager of SSV and extends the term of the contract through July 31, 2007. The amended and restated operating agreement primarily amends the put and call rights such that a) GSSI shall have the right to put up to 20% of its ownership interests in SSV to the Company at any time during the period between November 1, 2003 and November 10, 2003; b) beginning August 1, 2007 and each year thereafter, each of the Company and GSSI shall have the right to call or put 100% of GSSI's ownership interest in SSV during certain periods each year; c) GSSI has the right to put to the Company 100% of its ownership interest in SSV at any time after GSSI has been removed as manager of SSV or an involuntary transfer of the Company's ownership interest in SSV has occurred. The put and call pricing is generally based on the trailing twelve month EBITDA of SSV, as defined in the operating agreement.

 

 

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the Company's July 31, 2002 Annual Report on Form 10-K and the consolidated condensed interim financial statements as of April 30, 2003 and 2002 and for the three and nine months then ended, included in Part I, Item 1 of this Form 10-Q, which provide additional information regarding the financial position, results of operations and cash flows of the Company. To the extent that the following Management's Discussion and Analysis contains statements which are not of a historical nature, such statements are forward-looking statements, which involve risks and uncertainties. These risks include, but are not limited to, changes in the competitive environment of the mountain and lodging industries, general business and economic conditions, the weather, war, terrorism and other factors discussed elsewhere herein and in the Company's filings with the SEC.

In February 2003, the SEC informed the Company that it has issued a formal order of investigation with respect to the Company. The inquiry relates to the Company's previous accounting treatment for recognizing revenue on initiation fees related to the sale of memberships in private member clubs. In October 2002, after voluntary consultation with the SEC staff on the appropriate accounting, the Company restated and reissued its historical financial statements for fiscal 1999-2001, reflecting a revision in the accounting for these club initiation fees (see Note 8, Restatements, of the Notes to the Consolidated Condensed Financial Statements). The Company is fully cooperating with the SEC and expects no changes will be made as a result of this SEC inquiry to the Company's historical financial statements.

In October 2002, the Company announced that, as a counterbalance to the possibility of slower performance in the nationwide leisure travel and lodging market in the coming year, it had implemented a company-wide cost reduction plan which included, in addition to certain measures designed to improve operational effectiveness, the elimination of approximately 100 positions (less than 1% of the total employee force). The workforce reduction included the termination of 44 employees effective November 1, 2002, with the remainder of the reduction achieved through the elimination of vacant positions, and included management and line level staff across all of the Company's lines of business. Expense associated with the workforce reduction included severance expense of $1.1 million plus an additional $0.1 million in associated burden, which was included in operating expense and also paid out during the quarter ended January 31, 2003.

The Mountain segment's financial performance for the three and nine months ended April 30, 2003 was favorable as compared to the same periods in the prior year. However, the Heavenly acquisition comprises all of the favorable variation. While skier visits for the season to date were up 21% as compared to the prior year period, the increase is due primarily to Heavenly. Visitation at all of the Company's resorts saw a moderate decline with increased concern about war with Iraq around the New Year holiday and a dramatic decline when the war with Iraq began. The commencement of the war with Iraq coincided with what is typically the Company's busiest month, March. However, Beaver Creek had record skier visits due largely to the newly opened Ritz-Carlton, Bachelor Gulch.

The Lodging segment saw decreased performance for the three and nine months ended April 30, 2003 as compared to the same periods in the prior year, as expected. The decline in the Lodging segment is due primarily to the war in Iraq, the inclusion of the Company's proportionate share of the pre-opening expenses included in the equity investment losses related to the Bachelor Gulch, Ritz-Carlton, as well as the continued slump in the US lodging industry. The Company saw a decrease in both occupancy and average daily rates after the war with Iraq began. The Company has implemented rate-discounting strategies in order to mitigate the decrease in occupancy.

Real estate performed near break even, as expected, for the third fiscal quarter, as sales continued to hold strong in the affluent real estate market. Due to the timing of sales in fiscal 2003, the majority of sales were recognized in the first fiscal quarter.

In May 2003, Heavenly LP sold its retail and rental operations, including substantially all of the related assets and liabilities, to SSV for approximately $7.7 million.

In June 2003, the Company and GSSI LLC ("GSSI"), the Company's partner in the SSV joint venture, entered into amended and restated operating and management agreements with respect to SSV. The Company and GSSI formed SSV in August 1998, and GSSI was appointed manager of the entity at that time. The original management agreement, entered into in August 1998, was scheduled to terminate July 31, 2003.

Management anticipates that the continuing aftermath of the war with Iraq and related uncertainties world-wide, the continued weakness in the U.S. economy and general softness in the travel and lodging industries will continue to dampen performance for the remainder of fiscal 2003. The Company cannot predict the extent to which the effects of war with Iraq and the resulting aftermath will soften the Company's near-term financial performance. As an effort to mitigate the impacts of the war with Iraq and the weak economy, the Company has initiated another extensive cost cutting program for fiscal 2004 which the Company expects to remove at least $25 million from the permanent cost structure in fiscal 2004. The Company also plans to scale back capital expenditures for calendar 2003 to a range of $80-90 million. The Company expects to be able to realize these expenditure and expense reductions without adversely affecting guest service levels and the Company's reputation for vacation experience excellence, and without implementing Company wide layoffs. The statements provided in this section should be read in conjunction with the cautionary statement elsewhere in this document.

Presented below is more detailed comparative data regarding the Company's results of operations for the three and nine months ended April 30, 2003 versus the three and nine months ended April 30, 2002.

Results of Operations

Three Months Ended April 30, 2003 versus Three Months Ended April 30, 2002 (dollars in thousands)

Mountain operating revenue. Mountain operating revenue for the three months ended April 30, 2003 and 2002 is presented by category as follows:

 

Three Months Ended

 

 

 

Percentage

 

April 30,

 

Increase

 

Increase

 

    2003    

 

    2002    

 

(Decrease)

 

(Decrease)

 

 

 

(as restated)

 

 

 

 

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

Lift tickets

$   105,174

 

$      95,349

 

$       9,825

 

10.3%

Ski school

31,401

 

28,480

 

2,921

 

10.3%

Dining

23,757

 

21,285

 

2,472

 

11.6%

Retail/rental

36,817

 

33,722

 

3,095

 

9.2%

Other

       14,561

 

        14,407

 

            154

 

       1.1%

Total mountain operating revenue

$   211,710

 

$    193,243

 

$     18,467

 

       9.6%

 

 

 

 

 

 

 

 

Skier visits

3,105

 

2,599

 

506

 

19.5%

 

 

 

 

 

 

 

 

Effective ticket price ("ETP")

$       33.87

 

$        36.68

 

$      (2.81)

 

(7.7%)

Mountain operating revenue for the three months ended April 30, 2003 increased $18.5 million, or 9.6%, as compared to the three months ended April 30, 2002. Of this increase, $30.0 million is due to the May 2002 Heavenly acquisition. While the Heavenly acquisition increased year-over-year revenue, the Company's Colorado resorts saw a steep decrease in visitation (particularly with respect to destination guests) related to the war with Iraq, which drove a decrease in revenue across all business lines and ETP.

Mountain operating expense. Mountain operating expense for the three months ended April 30, 2003 was $118.5 million, an increase of $17.0 million, or 16.7%, compared to the three months ended April 30, 2002. This increase in mountain operating expense reflects the Heavenly acquisition, the high level of fixed costs associated with the mountain segment, which constrains the Company's ability to decrease expenses in relation to business volumes, and a slight increase in allocated corporate selling, general and administrative costs ("SG&A") due to increased medical and workers' compensation costs and executive deferred compensation.

Lodging operating revenue. Lodging operating revenue for the three months ended April 30, 2003 was $45.5 million, a decrease of $3.6 million, or 7.3%, compared to the three months ended April 30, 2002. The Company's average daily rate ("ADR") for the three months ended April 30, 2003 for its owned hotels and condominium management operations was $224.26, a decrease of $2.33 as compared to the three months ended April 30, 2002. The decrease in revenue and ADR is the result of general softness across the entire lodging industry due to the poor economy and the war with Iraq.

Lodging operating expense. Lodging operating expense for the three months ended April 30, 2003 was $33.5 million, a decrease of $1.5 million, or 4.3%, compared to the three months ended April 30, 2002. This decrease is primarily due to the decrease in revenue. However, the Company was unable to achieve cost savings commensurate with the decrease in revenue due to the Company's commitment to maintain guest service quality regardless of occupancy levels.

Lodging equity investment loss. Lodging equity investment loss was $0.4 million for the quarter ended April 30, 2003, and primarily includes the Company's proportionate share of income/loss from the hotel operations of the Ritz-Carlton, Bachelor Gulch, which opened in November 2002, through the Company's 49% investment in Bachelor Gulch Resort, LLC. The equity loss for the quarter includes depreciation expense of $0.9 million and interest expense of $0.8 million for the three months ended April 30, 2003.

Real estate revenue. Revenue from real estate operations for the three months ended April 30, 2003 was $11.9 million, an increase of $7.6 million, or 176.7%, compared to the three months ended April 30, 2002. This increase is primarily due to the mix of available real estate inventory. The three months ended April 30, 2003 include closings on the sales of two condominiums, 19 single-family lots and one parcel for development, versus closings on the sales of three single family lots in the same period of fiscal 2002.

Real estate operating expense. Real estate operating expense for the three months ended April 30, 2003 was $11.6 million, an increase of $6.1 million, or 110.9%, compared to the three months ended April 30, 2002. Real estate operating expense consists primarily of the cost of sales and related real estate commissions associated with sales of real estate. Real estate operating expense also includes the selling, general and administrative expenses associated with the Company's real estate operations and an allocation of corporate SG&A. The increase for the three months ending April 30, 2003 as compared to the three months ended April 30, 2002 is commensurate with the increase in real estate sales noted above.

Real estate equity investment income. Real estate equity investment income was $0.9 million and $0.2 million for the quarters ended April 30, 2003 and 2002, respectively, and includes both the Company's equity investment in KRED and the portion of the Company's equity investment in Bachelor Gulch Resort, LLC related to the development and sale of condominiums at the Ritz-Carlton, Bachelor Gulch. Real estate equity income for the three months ended April 30, 2003 includes the sale of 20 condominiums and one single family lot through KRED. Profits generated by KRED during the quarter ended April 30, 2002 included the sale of 10 condominiums at the River Run development. No sales of condominiums at the Ritz-Carlton, Bachelor Gulch had closed as of April 30, 2002.

Depreciation and amortization. Depreciation and amortization expense was $20.8 million, an increase of $4.2 million, or 25.3%, for the three months ended April 30, 2003 as compared to the three months ended January 31, 2002. The increase was primarily attributable to an increased fixed asset base from normal capital expenditures and the acquisition of Heavenly. The Heavenly acquisition accounts for $2.1 million of the depreciation expense increase.

Interest expense. During the three months ended April 30, 2003 and 2002 the Company recorded interest expense of $12.9 million and $9.6 million, respectively, relating primarily to the Credit Facility, Industrial Development Bonds and the Notes. The $3.3 million increase is primarily attributable to an increase in the Credit Facility borrowings due to the fiscal 2002 acquisitions.

Nine Months Ended April 30, 2003 versus Nine Months Ended April 30, 2002 (dollars in thousands)

Mountain operating revenue. Mountain operating revenue for the nine months ended April 30, 2003 and 2002 is presented by category as follows:

 

Nine Months Ended

 

 

 

Percentage

 

April 30,

 

Increase

 

Increase

 

    2003    

 

    2002    

 

(Decrease)

 

(Decrease)

 

 

 

(as restated)

 

 

 

 

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

Lift tickets

$   196,089

 

$    162,046

 

$     34,043

 

21.0%

Ski school

55,367

 

46,076

 

9,291

 

20.2%

Dining

47,413

 

40,732

 

6,681

 

16.4%

Retail/rental

94,443

 

83,155

 

11,288

 

13.6%

Other

       42,001

 

        36,611

 

         5,390

 

     14.7%

Total mountain revenue

$   435,313

 

$    368,620

 

$     66,693

 

     18.1%

 

 

 

 

 

 

 

 

Skier visits

5,728

 

4,732

 

996

 

21.0%

 

 

 

 

 

 

 

 

Effective ticket price

$       34.24

 

$        34.25

 

$       (0.01)

 

--%

Mountain revenue for the nine months ended April 30, 2003 increased $66.7 million, or 18.1%, as compared to the nine months ended April 30, 2002 primarily due to the Heavenly acquisition ($59.7 million). Excluding the incremental revenues and skier visits from Heavenly, the Company did achieve some year-over-year growth, driven by a strong early season, the opening of the new ski school outlet at the Ritz-Carlton, Bachelor Gulch and the opening of Red Sky Ranch. However, as previously noted, the war in Iraq had a dramatic impact on visitation, which stymied further growth.

Mountain operating expense. Mountain operating expense for the nine months ended April 30, 2003 was $307.7 million, an increase of $58.2 million, or 23.3%, compared to the nine months ended April 30, 2002. This is commensurate with the increase in mountain revenue for the same period and reflects a slight increase in allocated SG&A.

Lodging revenue. Lodging revenue for the nine months ended April 30, 2003 was $120.6 million, an increase of $10.4 million, or 9.4%, compared to the nine months ended April 30, 2002; ADR for the Company's owned hotels and condominiums was $195.62 for the nine months ended April 20, 2003, a decrease of $4.44 compared to the nine months ended April 30, 2002. The increase in revenue is primarily due to the inclusion of the Vail Marriott, the Lodge at Rancho Mirage and RockResorts for the full nine months ended April 30, 2003, as well as improved revenue at SRL&S due to recently completed renovations, while the decrease in ADR reflects the off-season months of the fiscal 2002 acquisitions and the Company's strategy to mitigate the drop in occupancy resulting from the war in Iraq by lowering room rates.

Lodging operating expense. Lodging operating expense for the nine months ended April 30, 2003 was $109.5 million, an increase of $14.6 million, or 15.4%, compared to the nine months ended April 30, 2002. This is due to increased revenue, increased management staffing and administrative costs associated with the formation of the RockResorts brand, golf membership costs at the Lodge at Rancho Mirage, certain administrative costs at SRL&S and reflects an increase in the allocated corporate SG&A as noted above.

Lodging equity investment loss. The equity investment loss for the nine months ended April 30, 2003 was $3.7 million and primarily represents hotel operations at the Ritz-Carlton, Bachelor Gulch. The equity loss includes depreciation expense of $1.7 million and interest expense of $2.0 million as of April 30, 2003.

Real estate revenue. Revenue from real estate operations for the nine months ended April 30, 2003 was $73.9 million, an increase of $19.5 million, or 35.8%, compared to the nine months ended April 30, 2002. This increase is primarily due to closings on the sales of 74 condominiums, 36 single-family lots, one multi-family lot and one development parcel for the nine months ending April 30, 2003, versus closings on the sales of 39 single-family lots, two multi-family lots and one condominium in the same period of fiscal 2002.

Real estate operating expense. Real estate operating expense for the nine months ended April 30, 2003 was $61.4 million, an increase of $18.1 million, or 41.8%, compared to the nine months ended April 30, 2002. Real estate operating expense consists primarily of the cost of sales and related real estate commissions associated with sales of real estate. Real estate operating expense also includes the selling, general and administrative expenses associated with the Company's real estate operations and an allocation of corporate SG&A. The increase for the nine months ended April 30, 2003 as compared to the nine months ended April 30, 2002 is commensurate with the increase in real estate sales noted above and the change in the mix of real estate products sold.

Real estate equity investment income. Real estate equity investment income for the nine months ended April 30, 2003 was $4.7 million and includes the sale of 43 condominiums and one lot through KRED and 22 residential condominium sales through the Ritz-Carlton, Bachelor Gulch. Profits generated by KRED during the nine months ended April 30, 2002 included the sale of 81 condominiums and one single-family homesite. No sales of condominiums at the Ritz-Carlton, Bachelor Gulch had closed as of April 30, 2002.

Depreciation and amortization. Depreciation and amortization expense was $58.7 million, an increase of $10.7 million, or 22.3%, for the nine months ended April 30, 2003 as compared to the nine months ended April 30, 2002. The increase was primarily attributable to an increased fixed asset base from normal capital expenditures and the acquisitions of Heavenly, Rancho Mirage, RockResorts and the Vail Marriott. The fiscal 2002 acquisitions accounted for $7.1 million of the increase in depreciation expense for the nine months ended April 30, 2003.

Interest expense. During the nine months ended April 30, 2003 and 2002 the Company recorded interest expense of $37.6 million and $27.9 million, respectively, relating primarily to the Credit Facility, the Industrial Development Bonds and the Notes. The $9.7 million increase is attributable to a full nine months interest on the $160 million 2001 Notes issued in November 2001 and an increase in Credit Facility borrowings due to the fiscal 2002 acquisitions.

 

Liquidity and Capital Resources

The Company has historically provided for operating expenditures, debt service, capital expenditures and acquisitions through a combination of cash flow from operations, short-term and long-term borrowings and sales of real estate.

Cash flows from the Company's operating activities were $185.8 million for the nine months ended April 30, 2003. Operating cash flows were comprised primarily of net income of $27.5 million for the period adjusted for non-cash depreciation and amortization expense, non-cash costs related to real estate sales and deferred club revenues.

The Company's cash flows used for investing activities were $106.5 million for the nine months ended April 30, 2003 and have historically consisted of payments for acquisitions, capital expenditures and investments in real estate. During the nine months ended April 30, 2003 capital expenditures were $76.2 million and investments in real estate were $35.5 million. The primary projects included in capital expenditures were (i) renovations and refurbishing of the Vail Marriott, (ii) acquisition of the spa at the Ritz-Carlton, Bachelor Gulch, (iii) continued development of Peak 7 and the installation of Chair 4 at Breckenridge, (iv) upgrades and improvements at Heavenly, including remodeling the California main lodge, (v) grooming fleet replacements, (vi) Keystone snowmaking upgrades, (vii) upgrades to Keystone's River Run children's ski school facility and (vii) construction of a deck at Vail's Two Elk lodge. The primary projects included in investments in real estate were (i) continued construction of the R ed Sky Ranch golf community, (ii) continued construction of the Mountain Thunder Lodge condominium project at Breckenridge, (iii) planning for the Peak 7 development at Breckenridge, (iv) development of the Vail Lionshead project and (v) planning and development of projects in and around each of the Company's resorts.

The Company estimates that it will make capital expenditures in the mountain and lodging segments of approximately $10 million to $20 million during the remainder of fiscal 2003. The primary projects are anticipated to include (i) upgrades and improvements at Heavenly, including the installation of a high-speed chairlift, (ii) snowmaking improvements at Keystone, (iii) replacement of Chair 9 at Beaver Creek with a high-speed chairlift, (iv) grooming fleet replacements, (v) mountain uniform replacements, and (vi) installation of snowmaking at Breckenridge's Peak 7. Investments in real estate during the remainder of fiscal 2003 are expected to total approximately $10 million to $20 million. The primary projects are anticipated to include (i) planning and development for the Vail Front Door project, (ii) continued development of the Red Sky Ranch golf community, (iii) planning and development involving Beaver Creek's service facilities, (iv) planning and development of projects in and around Breckenridge and Keystone and (v) planning and development of the community surrounding Jackson Hole Golf & Tennis Club. The Company plans to fund these capital expenditures and investments in real estate with cash flows from operations and borrowings under the Credit Facility.

The Company continually considers potential acquisitions of additional ski resorts, destination resorts and mid-size luxury lodging properties which can be successfully integrated into its existing operations, which will enhance the ability to attract destination guests to all of its resorts and which can benefit from the Company's capital investment and management expertise. The Company historically has funded such acquisitions through debt borrowings and cash flows from operations.

During the nine months ended April 30, 2003, the Company used $84.9 million in its financing activities consisting primarily of $84.1 million in net long-term debt repayments.

For the nine months ended April 30, 2002, cash flows provided by operating activities were $162.8 million. Cash flows used in investing activities for the same period were $171.8 million, including capital expenditures of $50.9 million, investments in real estate of $48.7 million and payments for acquisitions of $74.6 million. During the nine months ended April 30, 2002, the Company generated $34.6 million in cash from its financing activities, consisting primarily of $42.1 million net long-term debt borrowings offset by $7.6 million paid in deferred financing costs.

In June 2003, the Company entered into a new credit facility ("New Credit Facility") which provides debt financing up to an aggregate principal amount of $425 million. This New Credit Facility replaces the existing Credit Facility and consists of (i) a $325 million revolving credit facility and (ii) a $100 million term loan. The Vail Corporation is the borrower under the New Credit Facility, with Bank of America, N.A. as agent and certain other financial institutions as lenders. The Vail Corporation's obligations under the New Credit Facility are guaranteed by the Company and certain of its subsidiaries and are collateralized by a pledge of all of the capital stock of The Vail Corporation, substantially all of its subsidiaries and the Company's interest in SSV. The proceeds of the loans made under the New Credit Facility may be used to fund the Company's working capital needs, capital expenditures, acquisitions and other general corporate purposes, including the issuance of letters of credit. The revolver matures June 2007. Borrowings under the revolver bear interest annually at the Company's option at the rate of (i) LIBOR plus a margin or (ii) the agent's prime lending rate plus a margin. The revolver also includes a quarterly unused commitment fee. Interest rates on the revolver fluctuate based upon the ratio Company's total Funded Debt to Adjusted EBITDA (as defined in the New Credit Facility) on a trailing twelve-month basis. The term loan matures December 2008 and bears interest at a rate of LIBOR plus a margin. The term loan is subject to annual amortization based upon 1% per annum of the original principal amount of the term loan facility. The Company has the option to prepay the term loan at any time, however such repayments cannot subsequently be re-borrowed under the term loan facility. The New Credit Facility provides for affirmative and negative covenants that restrict, among other things, the Company's ability to incur indebtedness, incur liens, dispose of assets and make investments. In additi on, the agreement includes certain restrictive financial covenants, such as the Funded Debt to Adjusted EBITDA ratio, Senior Debt to Adjusted EBITDA ratio, Minimum Fixed Charge Coverage ratio, Minimum Net Worth and the Interest Coverage ratio (as each ratio is defined in the New Credit Facility).

The Company was in compliance with all relevant covenants in its debt instruments as of April 30, 2003. The Company expects it will meet all applicable quarterly financial tests in its debt instruments, including the New Credit Facility, through fiscal 2004. The terms of the New Credit Facility address issues associated with the implementation of FIN No. 46, previously identified in the Company's Form 10-Q filing for the second fiscal quarter of 2003. There can be no assurance that the Company will meet its financial covenants. If such covenants are not met, the Company would be required to seek a waiver or amendment from the banks participating in the New Credit Facility. While the Company anticipates that it would obtain such waiver or amendment, if any were necessary, there can be no assurance that such waiver would be granted, which could have a material adverse impact on the liquidity of the Company.

Based on current levels of operations and cash availability, management believes the Company is in a position to satisfy its current working capital, debt service, and capital expenditure requirements for at least the next twelve months, although a significant acquisition could affect the Company's liquidity position without obtaining additional sources of capital.

Contractual Obligations

As part of its ongoing operations, the Company enters into arrangements that obligate the Company to make future payments under contracts such as lease agreements and debt agreements. Debt obligations, which total $520.3 million, are currently recognized as liabilities in the Company's Consolidated Condensed Balance Sheet. Operating lease obligations, which total $41.2 million, are not recognized as liabilities in the Company's Consolidated Condensed Balance Sheet, which is in accordance with generally accepted accounting principles. A summary of the Company's contractual obligations as of April 30, 2003 is as follows:

 

Payments Due by Period (in thousands)

Contractual Obligations

Total

Less than

1 year

2-3

years

4 - 5

years

After 5

Years

Long-Term Debt

$    520,289

$    1,273

$    99,903

$        4,751

$    414,364

Operating Leases

41,192

2,099

11,183

8,521

19,389

Other Long-Term Obligations (1)

        16,800

             --

              --

                --

                --

Total Contractual Cash Obligations

$    578,281

$    3,372

$  111,086

$      13,272

$     433,753

 

 

 

 

 

 

(1)

Other long-term obligations include amounts which become due based on deficits in underlying cash flows of the various metropolitan districts as described in Note 7, Commitments and Contingencies, of the Consolidated Condensed Financial Statements. This amount has been recorded as a liability of the Company; however, the specific time period of performance is currently unknown.

Off Balance Sheet Arrangements

In addition to the above contractual obligations, as part of its ongoing operations, the Company enters into certain arrangements that obligate the Company to make future payment only upon the occurrence of a future event that will result in the Company making a cash payment (e.g. guarantee debt of a third party should the third party be unable to perform). The following commercial obligations are not recognized as liabilities in the Company's Consolidated Condensed Balance Sheet, which is in accordance with generally accepted accounting principles. A summary of the Company's other commercial commitments, including commitments associated with equity method investments as of April 30, 2003, is as follows:

 

Amount of Commitment Expiration Per Period

(in thousands)

Other Commercial Commitments

Total Amounts Committed

Less than

1 year

2-3

years

4 - 5

years

After 5

Years

Letters of Credit

$      90,620

$    1,109

$    89,466

$             45

$              --

Guarantees (2)

        13,300

           --

            --

              --

              --

Total Commercial Commitments

$    103,920

$    1,109

$    89,466

$             45

$              --

 

 

 

 

 

 

(2)

This amount represents guarantees by a third party related to the Tranche B Housing Bonds as discussed in Note 7, Commitments and Contingencies, of the Consolidated Condensed Financial Statements, which, should the third party default, the Company would be required to perform under these guarantees; however, the specific time period of performance is currently unknown.

New Accounting Pronouncements

In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations". SFAS No. 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. It applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or the normal operation of a long-lived asset, except for certain obligations of lessees. The Company adopted the provisions of SFAS No. 143 on August 1, 2002. The Company does not currently have any obligations falling under the scope of SFAS No. 143. Adoption of SFAS No. 143 did not have a significant impact on the Company's financial position or results of operations.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". SFAS No. 144 supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of", but retains the requirements of SFAS No.121 to (a) recognize an impairment loss only if the carrying amount of a long-lived asset is not recoverable from its undiscounted cash flows and (b) measure an impairment loss as the difference between the carrying amount and fair value of the asset. SFAS No. 144 removes goodwill from its scope as the impairment of goodwill is addressed pursuant to SFAS No. 142. The Company adopted the provisions of SFAS No. 144 on August 1, 2002. Adoption of SFAS No. 144 did not have a significant impact on the Company's financial position or results of operations.

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections". This Statement rescinds SFAS No. 4, "Reporting Gains and Losses from Extinguishment of Debt", SFAS No. 44, "Accounting for Intangible Assets of Motor Carriers" and SFAS No. 64, "Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements". This statement amends SFAS No. 13, "Accounting for Leases", to eliminate an inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. SFAS No. 145 is generally effective for the Company for fiscal year 2003. Adoption of SFAS No. 145 did not have a significant impact on the Company's financial position or results of operations.

In May 2002, the EITF reached consensus on EITF Issue No. 01-14, "Income Statement Characterization of Reimbursements Received for "Out-of-Pocket" Expenses Incurred". This issue requires that reimbursements received for out-of-pocket expenses incurred should be characterized as revenue in the income statement. EITF Issue No. 01-14 should be applied in financial reporting periods beginning after December 15, 2001. The Company adopted the provisions of EITF Issue 01-14 on August 1, 2002. Adoption of EITF Issue 01-14 did not have a significant impact on the Company's financial position or results of operations.

In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities". This statement requires that a liability for a cost that is associated with an exit or disposal activity be recognized when the liability is incurred. This statement nullifies the guidance of the EITF Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in Restructuring)". Under EITF No. 94-3, an entity recognized a liability for an exit cost on the date that the entity committed itself to an exit plan. SFAS No. 146 acknowledges that an entity's commitment to a plan does not, by itself, create a present obligation to other parties that meets the definition of a liability. SFAS No. 146 also establishes that fair value is the objective for the initial measurement of the liability. SFAS No. 146 is effective for exit or disposal activities initiated after December 31, 2002. Initial adoption of SFAS No. 146 did not have an impact on the Company's financial position or results of operations.

In November 2002, the FASB issued FIN No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others". This interpretation elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. It also clarifies that a guarantor is required to recognize, at inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The initial recognition and initial measurement provisions of this Interpretation are applicable on a prospective basis to guarantees issued or modified after December 31, 2002. The disclosure requirements in the interpretation are effective for financial statements of interim or annual periods ending after December 15, 2002. The Company adopted the provisions of FIN No. 45 as of January 1, 2003; initial adoption did not have a significant impact on the Company's financial posi tion or results of operations (see Note 7, Commitments and Contingencies, of the Notes to the Consolidated Condensed Financial Statements).

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure - an Amendment of FASB Statement No. 123". SFAS No. 148 amends SFAS No. 123, "Accounting for Stock-Based Compensation", by providing alternative methods of transition for an entity that voluntarily changes to the fair value based method of accounting for stock-based employee compensation. It also amends the disclosure provisions of that statement to require prominent disclosure about the effects on reported net income of an entity's accounting policy decisions with respect to stock-based employee compensation. Finally, this Statement amends APB Opinion No. 28, "Interim Financial Reporting", to require disclosure about those effects in interim financial information. SFAS No. 148 is effective for fiscal years ending after December 15, 2002 for transition guidance and annual disclosure provisions; interim disclosure provisions are effective for interim periods beginning after December 15, 2002 . Initial adoption of SFAS No. 148 did not have a significant impact on the Company's financial position or results of operations.

In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest Entities, an interpretation of ARB 51". This interpretation addresses consolidation by business enterprises of variable interest entities ("VIEs"). This new model for consolidation applies to an entity which either (1) the equity investors (if any) do not have a controlling financial interest or (2) the equity investment at risk is insufficient to finance that entity's activities without receiving additional subordinated financial support from other parties. The interpretation applies immediately to VIEs created after April 30, 2003, and to VIEs in which the Company obtains an interest after that date. The interpretation applies in the first fiscal year or interim period beginning after June 15, 2003 to VIEs in which the Company holds a variable interest acquired before February 1, 2003. The Company is currently evaluating the impact that the implementation of this interpretation will have on its financial statements (see Not e 11, Variable Interest Entities, of the Notes to the Consolidated Condensed Financial Statements).

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity". SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity; and requires that financial instruments within its scope, many of which currently are classified as equity, be classified as liabilities (or in some circumstances assets). SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the first interim period beginning after June 15, 2003. SFAS No. 150 is to be implemented by reporting the cumulative effect of a change in accounting principle for financial instruments created before the issuance of SFAS No. 150 and still existing at the beginning of the interim period of adoption. The Company is evaluating the impact SFAS No. 150 will have on its financial position or results of operations, if a ny.

Cautionary Statement

Statements in this Form 10-Q, other than statements of historical information, are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You can identify these statements by forward-looking words such as "may", "will", "expect", "plan", "intend", "anticipate", "believe", "estimate", and "continue" or similar words. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Such risks and uncertainties include, but are not limited to:

Readers are also referred to the uncertainties and risks identified in the Company's Registration Statement on Form S-4 for its Senior Subordinated exchange notes (Commission File No. 333-80621) and the Annual Report on Form 10-K for the year ended July 31, 2002.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk. The Company's exposure to market risk is limited primarily to the fluctuating interest rates associated with variable rate indebtedness. At April 30, 2003, the Company had $73.6 million of variable rate indebtedness, representing 14.1% of the Company's total debt outstanding, at an average interest rate during the three and nine months ended April 30, 2003 of 3.9% and 3.8%, respectively (see Note 4, Long-Term Debt, of the Notes to Consolidated Condensed Financial Statements). Based on the average floating rate borrowings outstanding during the three months ended April 30, 2003, a 100 basis-point change in LIBOR would have caused the Company's monthly interest expense to change by approximately $133,000.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures. The Company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") have evaluated the effectiveness of the Company's disclosure controls and procedures as of a date ("Evaluation Date") within 90 days prior to the filing of this Form 10-Q. The term "disclosure controls and procedures" means controls and other procedures established by the Company that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 (the "Act") is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company's management, including its CEO and CFO , as appropriate, to allow timely decisions regarding required disclosure. Based on such evaluation, the Company's CEO and CFO have concluded that, as of the Evaluation Date, the Company's disclosure controls and procedures are effective, subject to the limitations discussed below, in meeting the above-stated objectives.

Changes in internal controls. There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the Evaluation Date.

The Company, including its CEO and CFO, does not expect that the Company's disclosure and internal controls and procedures will prevent or detect all error and all fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

PART II  OTHER INFORMATION

Item 1.  Legal Proceedings.

In February 2003, the SEC informed the Company that it has issued a formal order of investigation with respect to the Company. The inquiry relates to the Company's previous accounting treatment for recognizing revenue on initiation fees related to the sale of memberships in private member clubs. In October 2002, after voluntary consultation with the SEC staff on the appropriate accounting, the Company restated and reissued its historical financial statements for fiscal 1999-2001, reflecting a revision in the accounting for these club initiation fees (see Note 8, Restatements, of the Notes to the Consolidated Condensed Financial Statements). The Company is fully cooperating with the SEC and expects no changes will be made as a result of this SEC inquiry to the Company's historical financial statements.

Certain subsidiaries of the Company are defendants in two related lawsuits filed in the United States District Court for the District of Wyoming. The case arises out of a carbon monoxide accident in a hotel room at the Snake River Lodge and Spa in Teton Village, Wyoming, resulting in the death of a doctor from North Carolina and the alleged injury to his wife. The accident occurred on August 2, 2001. The Snake River Lodge & Spa is 51% owned by a subsidiary of the Company. One lawsuit is a wrongful death action on behalf of the estate of the deceased, and the other lawsuit is a personal injury action on the part of his wife.

A First Amended Complaint was filed by the plaintiffs (the wife in the personal injury case, and the wife personally and on behalf of the estate of the deceased in the wrongful death suit) in both lawsuits in July 2002 naming as defendants JHL&S, LLC d/b/a/ Snake River Lodge & Spa, Teton Hospitality Services, Inc., Grand Teton Lodge Company and Vail Resorts Development Company, all subsidiaries of the Company. In May 2003, the plaintiffs dismissed the non-Company related defendants that previously had been named as defendants, a plumbing company in Jackson, Wyoming and a general contractor based in Salt Lake City.

The Complaints allege negligence and strict liability on the part of all and each of the defendants and seek damages, including exemplary and punitive damages, in amounts to be proven at trial. The Company's subsidiary defendants filed a motion in June 2003 seeking partial summary judgment to dismiss the plaintiffs' claim for punitive damages. The trials (which may be consolidated) are set to begin in late November 2003. Discovery is underway in the matters, and is scheduled to continue through mid summer 2003. The Company intends to defend the cases vigorously at trial. The Company anticipates that any damages arising out of the accident paid by the Company, excepting any amounts attributable to punitive damages, would be covered by insurance carried by the Company. However, the Company cannot predict the outcome of the cases at this time or consequently whether the outcome may be material to the Company's financial position, or results of operations or cash flows.

Item 2.  Changes in Securities and Use of Proceeds.

None.

Item 3.  Defaults Upon Senior Securities.

None.

Item 4.  Submission of Matters to a Vote of Security Holders.

None.

Item 5.  Other Information.

Temporary Suspension of Trading Under Registrant's Employee Benefit Plans.

In April 2003, the Company began a transition to a new third party administrator for its 401(k) retirement plan. The change caused a temporary suspension of the trading under the Company's Employee Benefits Plans. The Company sent the following notice on March 19, 2003 to its executive officers and directors pursuant to Rule 104(b)(2) of Regulation BTR:

NOTICE OF TRADING RESTRICTION ON VAIL RESORTS, INC. COMMON STOCK UNDER THE SARBANES-OXLEY ACT OF 2002

(March 19, 2003)

This Notice is provided to you pursuant to Section 306(a)(6) of the Sarbanes-Oxley Act of 2002. Under the Sarbanes-Oxley Act, it is unlawful for any director or executive officer of Vail Resorts, Inc., Vail Associates, Inc. or their affiliates to buy, sell, or otherwise acquire or transfer any Vail Resorts, Inc. common stock ("Vail Stock"), whether directly or indirectly, during a "blackout period" which suspends the ability of participants in the Vail Resorts 401(k) Retirement Plan (the "Plan") to made trades with respect to the Vail Resorts Common Stock Fund (the "Vail Stock Fund"). This prohibition applies to any Vail Stock that you now have or may receive in connection with your service or employment as a director or executive officer, whether or not as a participant in the Plan.

Please be on notice that a "blackout period" is going into effect during which you are prohibited by law from making the transactions in Vail Stock described above.

Duration of the Blackout Period

The blackout period will begin on April 16, 2003 and is expected to end sometime during the week of June 8, 2003. During the week of June 8, 2003, you may obtain, free of charge, information as to whether the blackout period has ended by contacting T. Rowe Price Retirement Plan Services at 1-800-922-9945.

Reason for the Blackout Period

This blackout period is necessary because the Plan is switching to a new recordkeeper/trustee. Because participants' accounts in the Plan must be reconciled and the assets transferred to the new recordkeeper/trustee in order to effect this change, the ability of Plan participants to direct any of their Plan investments, including any investments they may have in the Vail Stock Fund, must be temporarily suspended.

Plan Transactions to be Suspended During the Blackout Period

Except with respect to the Vail Stock Fund, Plan participants will be prohibited from directing any investment of their accounts for the entire duration of the blackout period (April 16, 2003 through sometime during the week of June 8, 2003). For all Plan participants other than those receiving this Notice, a one-time only opportunity to sell up to 75% of their interests in the Vail Stock Fund will be available during the blackout period (the proceeds from which must be used to purchase interests in the Plan's money market fund), except from April 23, 2003 through May 1, 2003. From April 23, 2003 through May 1, 2003, all trading of Plan investments will be suspended, including trades with respect to the Vail Stock Fund. As a recipient of this Notice, you are not permitted to take advantage of the onetime offer to sell up to 75% of your interest in the Vail Stock Fund during the blackout period because you are a director or executive officer subject to the prohibitions of the Sarbanes-Oxley Act.

Class of Equity Security Subject to the Blackout Period

The class of equity securities issued by Vail Resorts, Inc. subject to the blackout period is the $0.01 par value common stock of Vail Resorts, Inc.

Who To Contact If You Have Questions

If you have questions about the blackout period or this Notice, please contact:

Kendall Lanier, Benefits Manager

Vail Resorts

P. O. Box 7

Vail, Colorado 81658

(970) 845-2438

 

Extension of Temporary Suspension of Trading Under Registrant's Employee Benefit Plans.

To accommodate the transition to a new third party administrator for the Company's 401(k) retirement plan, the Company has extended the temporary suspension of trading under the Company's Employee Benefits Plans. The Company plans to send notice to its executive officers and directors pursuant to Rule 104(b)(2) of Regulation BTR as soon as practicable. The notice will take the same form, or substantially the same form as the following:

Important Notice Concerning Your Rights Under the Vail Resorts 401(k) Retirement Plan

June 13, 2003

In mid-March you received a notice indicating the length of the blackout involved with the transition of your Vail Resorts Plan to T. Rowe Price. Due to circumstances beyond our control, the reconciliation of the conversion has been delayed and is expected to be complete the week of June 23rd. You will receive notification once the blackout has been lifted and you again have access to your account that has converted from Ceridian.

If you have any questions concerning this notice, you should contact:

Kendall Lanier

Vail Resorts

Attn: Benefits

PO Box 7

Vail, CO 81658

970-845-2438

 

 

Item 6.  Exhibits and Reports on Form 8-K.

a)

The following exhibits are either filed herewith or, if so indicated, incorporated by reference to the documents indicated in parentheses, which have previously been filed with the Securities and Exchange Commission.

Exhibit Number

Description

Sequentially Numbered Page

3.1

Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on the Effective Date. (Incorporated by reference to Exhibit 3.1 of the Registration Statement on Form S-4 of Gillett Holdings, Inc. (Registration No 333-05341) including all amendments thereto.)

 

3.2(a)

Amended and Restated By-Laws adopted on the Effective Date. (Incorporated by reference to Exhibit 3.2 on Form 10-Q of Vail Resorts, Inc. for the quarter ended January 31, 2002, including all amendments thereto.)

 

3.2(b)

Amended and Restated By-Laws adopted on the Effective Date. (Incorporated by reference to Exhibit 3.2(b) on Form 10-Q of Vail Resorts, Inc. for the quarter ended October 31, 2002)

 

4.2(a)

Purchase Agreement, dated as of May 6, 1999 among Vail Resorts, Inc., the guarantors named on Schedule I thereto, Bear Sterns & Co. Inc., NationsBanc Montgomery Securities LLC, BT Alex. Brown Incorporated, Lehman Brothers Inc. and Salomon Smith Barney Inc. (Incorporated by reference to Exhibit 4.2 of the Registration Statement on Form S-4 of Vail Resorts, Inc. (Registration No. 333-80621) including all amendments thereto.)

 

4.2(b)

Purchase Agreement, dated as of November 16, 2001 among Vail Resorts, Inc., the guarantors named on Schedule I thereto, Deutsche Banc Alex. Brown Inc., Banc of America Securities LLC, Bear, Stearns & Co. Inc., CIBC World Markets Corp. and Fleet Securities, Inc. (Incorporated by reference to Exhibit 4.1 of the Registration Statement on Form S-4 of Vail Resorts, Inc. (Registration No. 333-76956-01) including all amendments thereto.)

 

4.3(a)

Indenture, dated as of May 11, 1999, among Vail Resorts, Inc., the guarantors named therein and the United States Trust Company of New York, as trustee. (Incorporated by reference to Exhibit 4.3 of the Registration Statement on Form S-4 of Vail Resorts, Inc. (Registration No. 333-80621) including all amendments thereto.)

 

4.3(b)

Indenture, dated as of November 21, 2001, among Vail Resorts, Inc., the guarantors named therein and The Bank of New York, as trustee. (Incorporated by reference to Exhibit 4.2 of the Registration Statement on Form S-4 of Vail Resorts, Inc. (Registration No. 333-76956-01) including all amendments thereto.)

 

4.4(a)

Form of Global Note (Included in Exhibit 4.4(a) incorporated by reference to Exhibit 4.3 of the Registration Statement on Form S-4 of Vail Resorts, Inc. (Registration No. 333-80621) including all amendments thereto.)

 

4.4(b)

Form of Global Note (Included in Exhibit 4.4(b) by reference to Exhibit 4.2 of the Registration Statement on Form S-4 of Vail Resorts, Inc. (Registration No. 333-76956-01) including all amendments thereto.)

 

4.5(a)

Registration Rights Agreement, dated as of May 11, 1999 among Vail Resorts, Inc., the guarantors signatory thereto, Bear Stearns & Co. Inc., NationsBanc Montgomery Securities LLC, BT Alex. Brown Incorporated, Lehman Brothers Inc. and Salomon Smith Barney Inc. (Incorporated by reference to Exhibit 4.5 of the Registration Statement on Form S-4 of Vail Resorts, Inc. (Registration No. 333-80621) including all amendments thereto.)

 

4.5(b)

Registration Rights Agreement dated as of November 21, 2001 among Vail Resorts, Inc., the guarantors signatory thereto, Deutsche Banc Alex. Brown Inc., Banc of America Securities LLC, Bear Stearns & Co. Inc., CIBC World Markets Corp. and Fleet Securities, Inc. (Incorporated by reference to Exhibit 4.5 of the Registration Statement on Form S-4 of Vail Resorts, Inc. (Registration No. 333-76956-01) including all amendments thereto.)

 

4.6(a)

First Supplemental Indenture, dated as of August 22, 1999, among the Company, the guarantors named therein and the United States Trust Company of New York, as trustee. (Incorporated by reference to Exhibit 4.6(a) of the Registration Statement on Form S-4 of Vail Resorts, Inc. (Registration No. 333-80621) including all amendments thereto.)

 

4.6(b)

Second Supplemental Indenture, dated as of November 16, 2001 to the Indenture dated May 11, 1999, among Vail Resorts, Inc., the guarantors therein and The Bank of New York, as successor trustee to United States Trust Company of New York. (Incorporated by reference to Exhibit 4.6(b) on Form 10-Q of Vail Resorts, Inc. for the quarter ended January 31, 2002, including all amendments thereto.)

 

4.6(c)

Third Supplemental Indenture, dated as of January 16, 2001, to the Indenture dated May 11, 1999, among Vail Resorts, Inc., the guarantors therein and the Bank of New York, as successor trustee to the United States Trust Company of New York. (Incorporated by reference to Exhibit 4.6(c) on Form 10-Q of Vail Resorts, Inc. for the quarter ended January 31, 2002, including all amendments thereto.)

 

4.6(d)

First Supplemental Indenture, dated as of January 16, 2001, to the Indenture dated November 21, 2001, among Vail Resorts Inc., the guarantors therein and The Bank of New York, as trustee. (Incorporated by reference to Exhibit 4.3 of the registration statement on Form S-4 of Gillett Holdings, Inc. (Registration No. 33-52854) including all amendments thereto.)

 

4.6(e)

Fourth Supplemental Indenture, dated as of October 18, 2002, to the Indenture dated May 11, 1999, among Vail Resorts, Inc., the guarantors therein and the Bank of New York, as successor trustee to the United States Trust Company of New York. (Incorporated by reference to Exhibit 4.6(e) on Form 10-Q of Vail Resorts, Inc. for the quarter ended October 31, 2002.)

 

4.6(f)

Second Supplemental Indenture, dates as of October 18, 2002, to the Indenture dated November 21, 2001, among Vail Resorts Inc., the guarantors therein and the Bank of New York, as trustee. (Incorporated by reference to Exhibit 4.6(f) on Form 10-Q of Vail Resorts, Inc. for the quarter ended October 31, 2002.)

 

10.1

Management Agreement by and between Beaver Creek Resort Company of Colorado and Vail Associates, Inc. (Incorporated by reference to Exhibit 10.1 of the Registration Statement on Form S-4 of Gillett Holdings, Inc. (Registration No. 33-52854) including all amendments thereto.)

 

10.2

Forest Service Term Special Use Permit for Beaver Creek ski area. (Incorporated by reference to Exhibit 10.2 of the Registration Statement on Form S-4 of Gillett Holdings, Inc. (Registration No. 33-52854) including all amendments thereto.)

 

10.3

Forest Service Special Use Permit for Beaver Creek ski area. (Incorporated by reference to Exhibit 10.3 of the Registration Statement on Form S-4 of Gillett Holdings, Inc. (Registration No. 33-52854) including all amendments thereto.)

 

10.4

Forest Service Unified Permit for Vail ski area. (Incorporated by reference to Exhibit 10.4 of the Registration Statement on Form S-4 of Gillett Holdings, Inc. (Registration No. 33-52854) including all amendments thereto.)

 

10.11

1993 Stock Option Plan of Gillett Holdings, Inc. (Incorporated by reference to Exhibit 10.20 of the report on Form 10-K of Gillett Holdings, Inc. for the period from October 9, 1992 through September 30, 1993.)

 

10.12(a)

Employment Agreement dated October 30, 2001 by and between RockResorts International, LLC and Edward Mace. (Incorporated by reference to Exhibit 10.21 of the report on Form 10-K of Vail Resorts, Inc. for the year ended July 31, 2002.)

 

10.12(b)

Addendum to the Employment Agreement dated October 30, 2001 by and between RockResorts International, LLC and Edward Mace. (Incorporated by reference to Exhibit 10.21 of the report on Form 10-K of Vail Resorts, Inc. for the year ended July 31, 2002.)

 

10.13(a)

Employment Agreement dated October 1, 2000 by and between Vail Resorts, Inc., Vail Associates, Inc. and Andrew P. Daly. (Incorporated by reference to Exhibit 10.13 of the report on Form 10-K of Vail Resorts, Inc. for the year ended July 31, 2001.)

 

10.13(b)

Separation Agreement dated October 31, 2002 by and between Vail Resorts, Inc., Vail Associates, Inc. and Andrew P. Daly. (Incorporated by reference to Exhibit 10.13(b) on Form 10-Q of Vail Resorts, Inc. for the quarter ended October 31, 2002.)

 

10.14(a)

Employment Agreement dated July 29, 1996 between Vail Resorts, Inc. and Adam M. Aron. (Incorporated by reference to Exhibit 10.21 of the report on Form S-2/A of Vail Resorts, Inc. (Registration # 333-5341) including all amendments thereto.)

 

10.14(b)

Amendment to the Employment Agreement dated May 1, 2001 between Vail Resorts, Inc. and Adam M. Aron. (Incorporated by reference to Exhibit 10.14(b) of the report on form 10-K of Vail Resorts, Inc. for the year ended July 31, 2001.)

 

10.15(a)

Shareholder Agreement among Vail Resorts, Inc., Ralston Foods, Inc., and Apollo Ski Partners, L.P. dated January 3, 1997. (Incorporated by reference to Exhibit 2.4 of the report on Form 8-K of Vail Resorts, Inc. dated January 8, 1997.)

 

10.15(b)

First Amendment to the Shareholder Agreement dated as of November 1, 1999, among Vail Resorts, Inc., Ralcorp Holdings, Inc. (f/k/a Ralston Foods, Inc.) and Apollo Ski Partners, L.P. (Incorporated by reference to Exhibit 10.17(b) of the report on Form 10-Q of Vail Resorts, Inc. for the quarter ended January 31, 2000.)

 

10.16

1996 Stock Option Plan (Incorporated by reference from the Company's Registration Statement on Form S-3, File No. 333-5341).

 

10.17

2002 Long Term Incentive and Share Award Plan. (Incorporated by reference to Exhibit 10.17 on Form 10-Q of Vail Resorts, Inc. for the quarter ended October 31, 2002.)

 

10.18(a)

Sports and Housing Facilities Financing Agreement between the Vail Corporation (d/b/a "Vail Associates, Inc.") and Eagle County, Colorado, dated April 1, 1998. (Incorporated by reference to Exhibit 10 of the report on Form 10-Q of Vail Resorts, Inc. for the quarter ended April 30, 1998.)

 

10.18(b)

Trust Indenture dated as of April 1, 1998 securing Sports and Housing Facilities Revenue Refunding Bonds by and between Eagle County, Colorado and U.S. Bank, N.A., as Trustee. (Incorporated by reference to Exhibit 10.1 of the report on Form 10-Q of Vail Resorts, Inc. for the quarter ended April 30, 1998.)

 

10.19

Third Amended and Restated Revolving Credit and Term Loan Agreement among The Vail Corporation (d/b/a "Vail Associates, Inc."), Borrower, Bank of America, N.A., Agent, and the other lenders party thereto dated as of June 10, 2003.

22

10.22

Employment Agreement dated October 28, 1996 by and between Vail Resorts, Inc. and James P. Donohue. (Incorporated by reference to Exhibit 10.24 of the report on Form 10-Q of Vail Resorts, Inc. for the quarter ended October 31, 1999.)

 

10.23

Vail Resorts, Inc. 1999 Long Term Incentive and Share Award Plan. (Incorporated by reference to the Company's registration statement on Form S-8, File No. 333-32320.)

 

10.24

Vail Resorts Deferred Compensation Plan effective as of October 1, 2000. (Incorporated by reference to Exhibit 10.23 of the report on Form 10-K of Vail Resorts, Inc. for the fiscal year ended July 31, 2000.)

 

21

Subsidiaries of Vail Resorts, Inc. (Incorporated by reference to Exhibit 21 of the report on Form 10-K of Vail Resorts, Inc. for the fiscal year ended July 31, 2001.)

 

23.1

Consent of Independent Accountants for report dated October 28, 2002 for Vail Resorts, Inc. (Incorporated by reference to Exhibit 23.1 of the report on Form 10-K of Vail Resorts, Inc. for the year ended July 31, 2002.)

 

99.1

Forest Service Unified Permit for Heavenly ski area. (Incorporated by reference to Exhibit 99.1 of the report on Form 10-Q of Vail Resorts, Inc. for the quarter ended April 30, 2002.)

 

99.2(a)

Forest Service Unified Permit for Keystone ski area. (Incorporated by reference to Exhibit 99.2(a) on Form 10-Q of Vail Resorts, Inc. for the quarter ended October 31, 2002.)

 

99.2(b)

Amendment to Forest Service Unified Permit for Keystone ski area. (Incorporated by reference to Exhibit 99.2(b) on Form 10-Q of Vail Resorts, Inc. for the quarter ended October 31, 2002.)

 

99.3(a)

Forest Service Unified Permit for Breckenridge ski area. (Incorporated by reference to Exhibit 99.3(a) on Form 10-Q of Vail Resorts, Inc. for the quarter ended October 31, 2002.)

 

99.3(b)

Amendment to Forest Service Unified Permit for Breckenridge ski area. (Incorporated by reference to Exhibit 99.3(b) on Form 10-Q of Vail Resorts, Inc. for the quarter ended October 31, 2002.)

 

99.4(a)

Forest Service Unified Permit for Beaver Creek ski area. (Incorporated by reference to Exhibit 99.4(a) on Form 10-Q of Vail Resorts, Inc. for the quarter ended October 31, 2002.)

 

99.4(b)

Exhibits to Forest Service Unified Permit for Beaver Creek ski area. (Incorporated by reference to Exhibit 99.4(b) on Form 10-Q of Vail Resorts, Inc. for the quarter ended October 31, 2002.)

 

99.5(a)

Forest Service Unified Permit for Vail ski area. (Incorporated by reference to Exhibit 99.5(a) on Form 10-Q of Vail Resorts, Inc. for the quarter ended October 31, 2002.)

 

99.5(b)

Exhibits to Forest Service Unified Permit for Vail ski area. (Incorporated by reference to Exhibit 99.5(b) on Form 10-Q of Vail Resorts, Inc. for the quarter ended October 31, 2002.)

 

99.5(c)

Amendment to Forest Service Unified Permit for Vail ski area. (Incorporated by reference to Exhibit 99.5(c) on Form 10-Q of Vail Resorts, Inc. for the quarter ended October 31, 2002.)

 

99.6

Certification of Adam Aron and James Donohue Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

21

 

b)

Reports on Form 8-K

The Company filed a Current Report on Form 8-K, dated February 13, 2003, regarding the Company's press release dated as of the same day.

 

 

 

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 on June 13, 2003.

Vail Resorts, Inc.

 

 

By:

/s/ James P. Donohue

 

James P. Donohue

 

Senior Vice President and

 

Chief Financial Officer

 

 

Dated:

June 13, 2003

 

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

 

I, Adam M. Aron, certify that:

1.

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

2.

Based on my knowledge, this quarterly 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 quarterly report; and

3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;

4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

 

a)

designed such disclosure controls and procedures 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 quarterly report is being prepared;

 

b)

evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

 

c)

presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

 

a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

 

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.

The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

 

Date: June 13, 2003

        /s/ ADAM M. ARON        

Adam M. Aron

Chairman of the Board and

Chief Executive Officer

 

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

 

I, James P. Donohue, certify that:

1.

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

2.

Based on my knowledge, this quarterly 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 quarterly report; and

3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;

4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

 

a)

designed such disclosure controls and procedures 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 quarterly report is being prepared;

 

b)

evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

 

c)

presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

 

a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

 

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.

The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

 

Date: June 13, 2003

        /s/ JAMES P. DONOHUE        

James P. Donohue

Senior Vice President and

Chief Financial Officer