Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2016
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-36286
Intrawest Resorts Holdings, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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46-3681098
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(State or Other Jurisdiction of
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(I.R.S. Employer
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Incorporation or Organization)
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Identification No.)
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1621 18th Street, Suite 300
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Denver, Colorado
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80202
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(Address of Principal Executive Offices)
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(Zip Code)
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(303) 749-8200
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(Registrant’s Telephone Number, Including Area Code)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act:
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None
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes x No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934. o Yes x No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. x Yes oNo
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes o No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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o
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Accelerated filer
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x
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Non-accelerated filer
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o
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(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the closing price of $7.82 per share as reported on the New York Stock Exchange Composite Tape on December 31, 2015 (the last business day of the registrant’s most recently completed second fiscal quarter) was $99,295,201.
As of September 2, 2016, 39,770,271 shares of the registrant’s common stock were outstanding.
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DOCUMENTS INCORPORATED BY REFERENCE
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Portions of the registrant’s Definitive Proxy Statement for its 2016 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K, to be filed within 120 days of the registrant’s fiscal year ended June 30, 2016.
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Explanatory Note
On September 8, 2016, Intrawest Resorts Holdings, Inc. (“we”, “us”, “our”, or the “Company”) filed an Annual Report on Form 10-K for the fiscal year ended June 30, 2016 (the “Original Form 10-K”). This Amendment No. 1 on Form 10-K/A (this “Amendment”) is being filed (i) to amend Part II, Item 9A of the Original Form 10-K to include the entire definition of disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (ii) to correct the certifications of the Company’s Chief Executive Officer and Chief Financial Officer, which were filed as Exhibits 31.1 and 31.2, respectively, to the Original Form 10-K, to include certain required language with respect to internal control over financial reporting which was inadvertently omitted from the Original Form 10-K. There has been no change to the financial statements included in Part II, Item 8 hereof from those included in Part II, Item 8 of the Original Form 10-K.
Except as described above, this Amendment does not modify or update the disclosures presented in the Original Form 10-K or in the previously filed exhibits to the Original Form 10-K in any way. This Amendment speaks as of the date of the Original Form 10-K and does not reflect events occurring after the filing of the Original Form 10-K. As such, this Amendment should be read in conjunction with the Original Form 10-K, as well as any other filings made by the Company with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(a) or 15(d) of the Exchange Act subsequent to the filing of the Original Form 10-K.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
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3
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Consolidated Financial Statements
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4
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5
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6
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8
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10
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Financial Statement Schedule
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45
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The Board of Directors and Stockholders
Intrawest Resorts Holdings, Inc.:
We have audited the accompanying consolidated balance sheets of Intrawest Resorts Holdings, Inc. and subsidiaries as of June 30, 2016 and 2015, and the related consolidated statements of operations and comprehensive income (loss), equity, and cash flows for each of the years in the three‑year period ended June 30, 2016. In connection with our audits of the aforementioned consolidated financial statements, we also have audited the related consolidated financial statement schedule, Schedule II - Valuation and Qualifying Accounts and Reserves, for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Intrawest Resorts Holdings, Inc. and subsidiaries as of June 30, 2016 and 2015, and the results of their operations and their cash flows for each of the years in the three‑year period ended June 30, 2016, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, Schedule II - Valuation and Qualifying Accounts and Reserves, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
/s/ KPMG LLP
Denver, Colorado
September 8, 2016
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June 30, 2016
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June 30, 2015
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Assets
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|||||||
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Current assets:
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|||||||
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Cash and cash equivalents
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$
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107,066
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$
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90,580
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Restricted cash
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12,475
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10,018
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Receivables, net of allowances of $831 and $717, respectively
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36,660
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36,176
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Inventories
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23,620
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22,913
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Prepaid expenses and other assets
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21,081
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21,701
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Current assets held for sale
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—
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23,156
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Total current assets
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200,902
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204,544
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Property, plant and equipment, net
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511,486
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527,186
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Real estate held for development
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137,283
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139,951
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Intangible assets, net
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50,226
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56,501
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Goodwill
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105,981
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106,469
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Equity method investments
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26,398
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25,394
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Other long-term assets, net
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5,529
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4,991
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Long-term assets held for sale
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—
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29,959
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Total assets
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$
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1,037,805
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$
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1,094,995
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Liabilities and Equity
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|||||||
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Current liabilities:
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|||||||
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Accounts payable and accrued liabilities
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$
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64,869
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$
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62,890
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Deferred revenue and deposits
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67,937
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62,441
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Capital lease obligations due within one year
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3,345
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3,927
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Long-term debt due within one year
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497
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6,919
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Current liabilities held for sale
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—
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9,955
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Total current liabilities
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136,648
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146,132
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Deferred revenue and deposits
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8,106
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8,909
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Long-term capital lease obligations
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35,061
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35,175
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Long-term debt
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537,295
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566,922
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Other long-term liabilities
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60,660
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60,121
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Total liabilities
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777,770
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817,259
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Commitments and contingencies (Note 14)
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Stockholders' equity:
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Preferred stock, $0.01 par value; 300,000 shares authorized; no shares issued and outstanding
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—
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—
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Common stock, $0.01 par value; 2,000,000 shares authorized; 39,736 and 45,230 shares issued and outstanding, respectively
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453
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452
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Treasury stock, at cost; 5,556 shares and 0 shares, respectively
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(50,643
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)
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—
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Additional paid-in capital
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2,900,696
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2,897,343
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Accumulated deficit
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(2,726,074
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)
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(2,766,947
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)
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Accumulated other comprehensive income
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131,920
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145,379
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Total stockholders' equity
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256,352
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276,227
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Noncontrolling interest
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3,683
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1,509
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Total equity
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260,035
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277,736
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Total liabilities and equity
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$
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1,037,805
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$
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1,094,995
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See accompanying notes to consolidated financial statements.
Consolidated Statements of Operations and Comprehensive Income (Loss)
(In thousands, except per share data)
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Year Ended June 30,
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||||||||||||
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2016
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2015
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2014
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Revenue
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$
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570,912
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$
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587,589
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$
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525,253
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Operating expenses
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474,453
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492,917
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452,202
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Depreciation and amortization
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60,123
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59,076
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55,413
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(Gain) on sale of Intrawest Resort Club Group
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(40,401
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)
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—
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—
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(Gain) loss on disposal of assets
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(1,926
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)
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(2,280
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)
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267
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Impairment of real estate and long-lived assets
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—
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—
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871
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Loss on remeasurement of equity method investment
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—
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1,454
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—
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Income from operations
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78,663
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36,422
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16,500
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||||||
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Interest income
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2,863
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4,185
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4,728
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Interest expense on third party debt
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(40,377
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)
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(43,891
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)
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(53,004
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)
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Interest expense on notes payable to affiliates
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—
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—
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(119,858
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)
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Earnings (loss) from equity method investments
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1,933
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(3,810
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)
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(271
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)
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Loss on extinguishment of debt
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—
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(676
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)
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(35,480
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)
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Other income (expense), net
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1,757
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(1,231
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)
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(986
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)
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Income (loss) before income taxes
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44,839
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(9,001
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)
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(188,371
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)
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Income tax expense (benefit)
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1,773
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(3,902
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)
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677
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Net income (loss)
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43,066
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(5,099
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)
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(189,048
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)
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Income attributable to noncontrolling interest
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2,193
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1,821
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|
369
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||||||
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Net income (loss) attributable to Intrawest Resorts Holdings, Inc.
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$
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40,873
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$
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(6,920
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)
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$
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(189,417
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)
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|||
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Weighted average shares of common stock outstanding:
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||||||||||||
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Basic
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43,236
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45,099
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43,132
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Diluted
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43,270
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45,099
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43,132
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Net income (loss) attributable to Intrawest Resorts Holdings, Inc. per share:
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||||||||||||
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Basic
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$
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0.95
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$
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(0.15
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)
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$
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(4.39
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)
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Diluted
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$
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0.94
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$
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(0.15
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)
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$
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(4.39
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)
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Consolidated Statements of Comprehensive Income (Loss)
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||||||||||||
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Net income (loss)
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$
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43,066
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$
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(5,099
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)
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$
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(189,048
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)
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|||
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Foreign currency translation adjustments
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(12,081
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)
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(54,594
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)
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(4,040
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)
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||||||
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Realized portion on cash flow hedge (net of tax of $0)
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1,195
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1,486
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3,398
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|
||||||
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Actuarial gain (loss) on pensions (net of tax of $0)
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(2,592
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)
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776
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(3,631
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)
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||||||
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Comprehensive income (loss)
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29,588
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(57,431
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)
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(193,321
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)
|
||||||
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Comprehensive income attributable to noncontrolling interest
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2,174
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|
1,833
|
|
430
|
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||||||
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Comprehensive income (loss) attributable to Intrawest Resorts Holdings, Inc.
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$
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27,414
|
|
$
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(59,264
|
)
|
$
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(193,751
|
)
|
|||
See accompanying notes to consolidated financial statements.
Consolidated Statements of Equity
(In thousands, except per share data)
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Year Ended June 30,
|
|||||||||||||
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2016
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2015
|
2014
|
|||||||||||
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Equity Attributable to Partnership
|
|
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|
||||||||||
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General Partner
|
|
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|
||||||||||
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Balance at beginning of year
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$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
||||
|
Balance at end of year
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
||||
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Limited Partners
|
|
|
|
||||||||||
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Balance at beginning of year
|
$
|
—
|
|
$
|
—
|
|
$
|
(1,174,706
|
)
|
||||
|
Net loss attributable from July 1, 2013 through December 8, 2013
|
—
|
|
—
|
|
(223,692
|
)
|
|||||||
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Contribution from affiliates
|
—
|
|
—
|
|
1,675
|
|
|||||||
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Restructuring transactions on December 9, 2013 (Note 1)
|
—
|
|
—
|
|
1,396,723
|
|
|||||||
|
Balance at end of year
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
||||
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Total equity attributable to partnership
|
—
|
|
—
|
|
—
|
|
|||||||
|
Equity attributable to shareholders of Intrawest Resorts Holdings, Inc.
|
|
|
|
||||||||||
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Number of common shares outstanding
|
|
|
|
||||||||||
|
Balance at beginning of year
|
45,230
|
|
45,026
|
|
—
|
|
|||||||
|
Restructuring transactions on December 9, 2013 (Note 1)
|
—
|
|
—
|
|
41,882
|
|
|||||||
|
Issuance of common stock in initial public offering at $12.00 per share, net of issuance costs of $9,020
|
—
|
|
—
|
|
3,125
|
|
|||||||
|
Shares issued under share-based compensation plan, net of
shares withheld for employee taxes |
62
|
|
204
|
|
19
|
|
|||||||
|
Purchases of treasury stock
|
(5,556
|
)
|
—
|
|
—
|
|
|||||||
|
Balance at end of year
|
39,736
|
|
45,230
|
|
45,026
|
|
|||||||
|
Common stock
|
|
|
|
||||||||||
|
Balance at beginning of year
|
$
|
452
|
|
$
|
450
|
|
$
|
—
|
|
||||
|
Restructuring transactions on December 9, 2013 (Note 1)
|
—
|
|
—
|
|
419
|
|
|||||||
|
Issuance of common stock in initial public offering at $12.00 per share, net of issuance costs of $9,020
|
—
|
|
—
|
|
31
|
|
|||||||
|
Shares issued under share-based compensation plan, net of
shares withheld for employee taxes |
1
|
|
2
|
|
—
|
|
|||||||
|
Balance at end of year
|
$
|
453
|
|
$
|
452
|
|
$
|
450
|
|
||||
|
Treasury stock
|
|||||||||||||
|
Balance at beginning of year
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
||||
|
Purchases of treasury stock
|
(50,643
|
)
|
—
|
|
—
|
|
|||||||
|
Balance at end of year
|
$
|
(50,643
|
)
|
$
|
—
|
|
$
|
—
|
|
||||
|
Additional paid-in capital
|
|
|
|
||||||||||
|
Balance at beginning of year
|
$
|
2,897,343
|
|
$
|
2,894,072
|
|
$
|
—
|
|
||||
|
Restructuring transactions on December 9, 2013 (Note 1)
|
—
|
|
—
|
|
2,864,320
|
|
|||||||
|
Issuance of common stock in initial public offering at $12.00 per share, net of issuance costs of $9,020
|
—
|
|
—
|
|
28,449
|
|
|||||||
|
Shares issued under share-based compensation plan, net of
shares withheld for employee taxes |
(510
|
)
|
(867
|
)
|
—
|
|
|||||||
|
Share-based compensation
|
3,863
|
|
4,138
|
|
1,303
|
|
|||||||
|
Balance at end of year
|
$
|
2,900,696
|
|
$
|
2,897,343
|
|
$
|
2,894,072
|
|
||||
See accompanying notes to consolidated financial statements.
INTRAWEST RESORTS HOLDINGS, INC.
Consolidated Statements of Equity (Continued)
(In thousands, except per share data)
|
Year Ended June 30,
|
|||||||||||||
|
2016
|
2015
|
2014
|
|||||||||||
|
Accumulated deficit
|
|||||||||||||
|
Balance at beginning of year
|
$
|
(2,766,947
|
)
|
$
|
(2,760,027
|
)
|
$
|
—
|
|
||||
|
Restructuring transactions on December 9, 2013 (Note 1)
|
—
|
|
—
|
|
(2,794,304
|
)
|
|||||||
|
Net income attributable from December 9, 2013 through June 30, 2014
|
—
|
|
—
|
|
34,277
|
|
|||||||
|
Net income (loss)
|
40,873
|
|
(6,920
|
)
|
—
|
|
|||||||
|
Balance at end of year
|
$
|
(2,726,074
|
)
|
$
|
(2,766,947
|
)
|
$
|
(2,760,027
|
)
|
||||
|
Accumulated other comprehensive income
|
|
|
|
||||||||||
|
Balance at beginning of year
|
$
|
145,379
|
|
$
|
197,723
|
|
$
|
149,387
|
|
||||
|
Restructuring transactions on December 9, 2013 (Note 1)
|
—
|
|
—
|
|
52,670
|
|
|||||||
|
Other comprehensive income (loss):
|
|
|
|
||||||||||
|
Foreign currency translation adjustments
|
(12,062
|
)
|
(54,606
|
)
|
(4,101
|
)
|
|||||||
|
Realized portion on cash flow hedge
(net of tax of $0) |
1,195
|
|
1,486
|
|
3,398
|
|
|||||||
|
Actuarial gain (loss) on pensions (net of tax of $0)
|
(2,592
|
)
|
776
|
|
(3,631
|
)
|
|||||||
|
Balance at end of year
|
$
|
131,920
|
|
$
|
145,379
|
|
$
|
197,723
|
|
||||
|
Total equity attributable to shareholders of Intrawest Resorts Holdings, Inc.
|
$
|
256,352
|
|
$
|
276,227
|
|
$
|
332,218
|
|
||||
|
Equity attributable to noncontrolling interest
|
|
|
|
||||||||||
|
Balance at beginning of year
|
$
|
1,509
|
|
$
|
(324
|
)
|
$
|
(754
|
)
|
||||
|
Net loss attributable from July 1, 2013 through December 8, 2013
|
—
|
|
—
|
|
(577
|
)
|
|||||||
|
Net income attributable from December 9, 2013 through June 30, 2014
|
—
|
|
—
|
|
946
|
|
|||||||
|
Net income attributable to noncontrolling interest
|
2,193
|
|
1,821
|
|
—
|
|
|||||||
|
Other comprehensive income (loss):
|
|
|
|
||||||||||
|
Foreign currency translation adjustments
|
(19
|
)
|
12
|
|
61
|
|
|||||||
|
Total equity attributable to noncontrolling interest
|
$
|
3,683
|
|
$
|
1,509
|
|
$
|
(324
|
)
|
||||
See accompanying notes to consolidated financial statements.
|
Year Ended June 30,
|
|||||||||||
|
2016
|
2015
|
2014
|
|||||||||
|
Cash provided by (used in):
|
|||||||||||
|
Operating activities:
|
|||||||||||
|
Net income (loss)
|
$
|
43,066
|
|
$
|
(5,099
|
)
|
$
|
(189,048
|
)
|
||
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|||||||||||
|
Depreciation and amortization
|
60,123
|
|
59,076
|
|
55,413
|
|
|||||
|
Gain on sale of Intrawest Resort Club Group
|
(40,401
|
)
|
—
|
|
—
|
|
|||||
|
Transaction costs related to sale of Intrawest Resort Club Group
|
(4,679
|
)
|
—
|
|
—
|
|
|||||
|
Impairment of real estate and long-lived assets
|
—
|
|
—
|
|
871
|
|
|||||
|
Loss on remeasurement of equity method investment
|
—
|
|
1,454
|
|
—
|
|
|||||
|
(Earnings) loss from equity method investments
|
(1,933
|
)
|
3,810
|
|
271
|
|
|||||
|
Dividends from equity method investments
|
1,162
|
|
—
|
|
1,726
|
|
|||||
|
Deferred income taxes
|
70
|
|
(3,786
|
)
|
105
|
|
|||||
|
Provision for doubtful accounts
|
434
|
|
187
|
|
1,584
|
|
|||||
|
Loss on extinguishment of debt
|
—
|
|
676
|
|
35,480
|
|
|||||
|
Amortization of deferred financing costs, facility fees, and discount
|
3,573
|
|
3,154
|
|
5,534
|
|
|||||
|
Non-cash changes to accumulated other comprehensive income
|
(1,397
|
)
|
2,262
|
|
(233
|
)
|
|||||
|
Share-based compensation
|
3,863
|
|
4,138
|
|
1,303
|
|
|||||
|
(Gain) loss on disposal of equity method investments and assets
|
(1,926
|
)
|
(2,280
|
)
|
267
|
|
|||||
|
Accrued interest on notes payable to affiliates
|
—
|
|
—
|
|
119,858
|
|
|||||
|
Funding of pension plans
|
(3,089
|
)
|
(3,011
|
)
|
(1,101
|
)
|
|||||
|
Changes in assets and liabilities, net of business acquisitions:
|
|||||||||||
|
Restricted cash
|
(2,511
|
)
|
2,392
|
|
2,170
|
|
|||||
|
Receivables
|
2,187
|
|
1,094
|
|
(420
|
)
|
|||||
|
Inventories
|
(3,182
|
)
|
(1,078
|
)
|
(5,935
|
)
|
|||||
|
Prepaid expenses and other assets
|
(116
|
)
|
2,334
|
|
(1,416
|
)
|
|||||
|
Real estate held for development
|
985
|
|
2,690
|
|
10,499
|
|
|||||
|
Accounts payable and accrued liabilities
|
3,343
|
|
(570
|
)
|
3,035
|
|
|||||
|
Deferred revenue and deposits
|
5,609
|
|
11,694
|
|
2,921
|
|
|||||
|
Net cash provided by operating activities
|
65,181
|
|
79,137
|
|
42,884
|
|
|||||
|
Investing activities:
|
|||||||||||
|
Capital expenditures
|
(51,079
|
)
|
(41,873
|
)
|
(45,242
|
)
|
|||||
|
Proceeds from sale of Intrawest Resorts Club Group
|
84,613
|
|
—
|
|
—
|
|
|||||
|
Acquisition of businesses, net of cash received
|
—
|
|
(41,467
|
)
|
(2,524
|
)
|
|||||
|
Purchase of land for development
|
—
|
|
—
|
|
(2,941
|
)
|
|||||
|
Contributions to equity method investments
|
(575
|
)
|
(4,115
|
)
|
(3,751
|
)
|
|||||
|
Distributions of capital from equity method investments
|
150
|
|
—
|
|
—
|
|
|||||
|
Proceeds from the sale of long-lived assets
|
4,340
|
|
3,436
|
|
772
|
|
|||||
|
Proceeds from insurance reimbursements
|
1,951
|
|
1,415
|
|
—
|
|
|||||
|
Net cash provided by (used in) investing activities
|
39,400
|
|
(82,604
|
)
|
(53,686
|
)
|
|||||
|
See accompanying notes to consolidated financial statements.
|
|||||||||||
INTRAWEST RESORTS HOLDINGS, INC.
Consolidated Statements of Cash Flows (Continued)
(In thousands)
|
Year Ended June 30,
|
|||||||||||
|
2016
|
2015
|
2014
|
|||||||||
|
Financing activities:
|
|||||||||||
|
Proceeds from issuance of long-term debt
|
—
|
|
59,925
|
|
534,600
|
|
|||||
|
Repayments of bank and other borrowings
|
(42,286
|
)
|
(11,323
|
)
|
(588,251
|
)
|
|||||
|
Purchase of treasury stock
|
(50,643
|
)
|
—
|
|
—
|
|
|||||
|
Net proceeds from initial public offering
|
—
|
|
—
|
|
28,480
|
|
|||||
|
Financing costs paid
|
(1,640
|
)
|
(2,773
|
)
|
(16,950
|
)
|
|||||
|
Contributions from affiliates
|
—
|
|
—
|
|
49,984
|
|
|||||
|
Net cash (used in) provided by financing activities
|
(94,569
|
)
|
45,829
|
|
7,863
|
|
|||||
|
Effect of exchange rate changes on cash
|
6,474
|
|
(7,802
|
)
|
(816
|
)
|
|||||
|
Increase (decrease) in cash and cash equivalents
|
16,486
|
|
34,560
|
|
(3,755
|
)
|
|||||
|
Cash and cash equivalents, beginning of year
|
90,580
|
|
56,020
|
|
59,775
|
|
|||||
|
Cash and cash equivalents, end of year
|
$
|
107,066
|
|
$
|
90,580
|
|
$
|
56,020
|
|
||
|
Supplemental information:
|
|||||||||||
|
Cash paid for interest
|
$
|
31,348
|
|
$
|
34,633
|
|
$
|
40,958
|
|
||
|
Cash paid for income taxes
|
$
|
2,349
|
|
$
|
1,131
|
|
$
|
279
|
|
||
|
Non-cash investing and financing activities
|
|||||||||||
|
Property, plant and equipment received not invoiced
|
$
|
1,302
|
|
$
|
2,838
|
|
$
|
—
|
|
||
|
Property, plant and equipment financed by capital lease obligations
|
$
|
270
|
|
$
|
107
|
|
$
|
19,565
|
|
||
|
Exchange of Tranche B Term Loans and Affiliate Loans for equity interest
|
$
|
—
|
|
$
|
—
|
|
$
|
1,471,627
|
|
||
See accompanying notes to consolidated financial statements.
INTRAWEST RESORTS HOLDINGS, INC.
Notes to Consolidated Financial Statements
|
Formation and Business
|
Formation of the Company
Intrawest Resorts Holdings, Inc. is a Delaware corporation that was formed on August 30, 2013, and had not, prior to the completion of the restructuring transactions in which it acquired substantially all of the assets, liabilities and operations of Intrawest Cayman L.P. (the "Partnership"), which is described below under “Restructuring”, conducted any activities other than those incident to its formation for the preparation of its initial public offering, which was consummated on February 5, 2014. The Partnership was formed on February 22, 2007 as a holding company that operated through various subsidiaries primarily engaged in the operation of mountain resorts, adventure, and real estate businesses, principally throughout North America.
Unless the context suggests otherwise, references in the notes to consolidated financial statements to the “Company”, “our”, “us”, or “we” refer to the Partnership and its consolidated subsidiaries prior to the consummation of the restructuring transactions described below under “Restructuring” and to Intrawest Resorts Holdings, Inc. and its consolidated subsidiaries after the consummation of the restructuring transactions described below under “Restructuring”.
Business Operations
The Company conducts business through three segments: Mountain, Adventure and Real Estate. The Mountain segment includes the Company's mountain resort and lodging operations at Steamboat Ski & Resort (“Steamboat”) and Winter Park Resort (“Winter Park”) in Colorado, Stratton Mountain Resort (“Stratton”) in Vermont, Snowshoe Mountain Resort (“Snowshoe”) in West Virginia, Mont Tremblant Resort (“Tremblant”) in Quebec, and Blue Mountain Ski Resort (“Blue Mountain”) in Ontario, of which the Company owned a 50.0% equity interest for all relevant periods prior to the Company's acquisition of the remaining 50.0% equity interest on September 19, 2014 (the "Blue Mountain Acquisition"). The Mountain segment derives revenue mainly from sales of lift products, lodging, ski school services, retail and rental merchandise, food and beverage, and other ancillary services.
The Adventure segment includes Canadian Mountain Holidays (“CMH”), which provides helicopter accessed skiing, mountaineering and hiking at eleven lodges in British Columbia, Canada. In support of CMH’s operations, the Company owns a fleet of 36 Bell helicopters that are also used in the off-season for fire suppression activities and other commercial uses in the United States and Canada. The Company's subsidiary, Alpine Aerotech L.P., provides helicopter maintenance, repair and overhaul services to the Company’s fleet of helicopters as well as to aircraft owned by unaffiliated third parties.
The Real Estate segment is comprised of Intrawest Hospitality Management, Inc. (“IHM”), which principally manages condominium hotel properties in Maui, Hawaii and Mammoth Lakes, California, Playground, a residential real estate sales and marketing business, the Company’s 50.0% interest in Mammoth Hospitality Management L.L.C., the Company's 57.1% economic interest in Chateau M.T. Inc. ("Chateau") and included Intrawest Resort Club Group ("IRCG"), a vacation club business, until the business was sold on January 29, 2016. The Real Estate segment is also comprised of real estate development activities and includes costs associated with these activities, such as planning activities and land carrying costs.
Restructuring
On December 9, 2013, the Company was party to a series of transactions in which the Partnership caused its indirect subsidiaries to contribute 100% of their equity interest in both Intrawest U.S. Holdings Inc., a Delaware corporation (“Intrawest U.S.”), and Intrawest ULC, an unlimited liability company organized under the laws of the Province of Alberta (“Intrawest ULC”), to an indirect subsidiary of the Company. Concurrently, $1.1 billion of notes payable to affiliates, including $723.8 million of accrued and unpaid interest thereon, were exchanged for 42,999,900 shares of the Company's common stock (or 41,881,903 shares after giving effect to the 0.974-for-1 reverse stock split) and subsequently canceled. The Company's subsidiaries were released from all obligations, including guarantor obligations, in respect of an additional $355.6 million of notes payable to affiliates (the "Third Lien Loan"), including $145.6 million of accrued and unpaid interest thereon. These transactions are collectively referred to as the “Restructuring”. The accompanying consolidated statements of operations include interest expense related to the notes payable to affiliates of $119.9 million for the year ended June 30, 2014.
INTRAWEST RESORTS HOLDINGS, INC.
Notes to Consolidated Financial Statements
The Restructuring was accounted for as a transaction among entities under common control as Intrawest Resorts Holdings, Inc. and the Partnership was and continue to be under the common control of entities managed or controlled by Fortress Investment Group, LLC, (collectively “Fortress”). After the Restructuring and the completion of the Company's initial public offering in February 2014, Fortress beneficially owned 60.1% of the voting and economic equity interest of the Company. As of June 30, 2016, Fortress beneficially owned approximately 68.0% of the Company's outstanding shares. The Company is the parent holding company of the businesses conducted by Intrawest U.S. and Intrawest ULC and their respective subsidiaries. Due to the entities being under common control, the assets, liabilities and equity contributed to the Company were recorded at their historical carrying values on the consolidated balance sheet. The accompanying consolidated statements of operations include the historical results of the Partnership combined with the results of the Company since the Restructuring. The consolidated statements of equity include $2.8 billion of accumulated net losses attributable to the partners, which were converted to and reflected as an accumulated deficit of the Company. The historical contributed capital from partners of $1.4 billion, combined with the debt to equity conversion from the Restructuring was converted to and reflected as additional paid-in capital (“APIC”). The consolidated statement of cash flows for the year ended 2014 reflects the activity of the historical Partnership balances combined with those of the Company since the Restructuring. As a result of the Restructuring, the accompanying consolidated balance sheet as of June 30, 2014 reflects the removal of approximately $4.1 million in total assets as the European operations of the Partnership were not contributed to the Company in connection with the Restructuring. In addition, the accompanying consolidated balance sheet as of June 30, 2014 reflects an additional $1.5 billion of APIC related to the conversion of the $1.1 billion of affiliate debt and the removal of the principal balance and accrued and unpaid interest of the Third Lien Loan.
|
Significant Accounting Policies
|
Basis of Presentation and Use of Estimates
The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during each reporting period. Actual results could differ from those estimates. Certain previously reported amounts have been reclassified to conform to the current period financial statement presentation.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company, its majority-owned subsidiaries and a variable interest entity ("VIE") for which the Company is the primary beneficiary. All significant intercompany transactions are eliminated in consolidation. Investments in which the Company does not have a controlling interest or is not the primary beneficiary, but over which the Company is able to exercise significant influence, are accounted for under the equity method. Under the equity method, the original cost of the investment is adjusted for the Company’s share of post-acquisition earnings or losses increased by contributions less distributions received.
The Company owns a 20.0% equity interest in Alpine Helicopters, Inc. ("Alpine Helicopters"). Alpine Helicopters employs all the pilots that fly the helicopters supporting CMH operations. Alpine Helicopters leases 100% of its helicopters from Intrawest ULC, a consolidated subsidiary of the Company, creating economic dependence and therefore giving Intrawest ULC a variable interest in Alpine Helicopters. Alpine Helicopters is a VIE for which the Company is the primary beneficiary and is consolidated in the accompanying consolidated financial statements. The remaining 80.0% equity interest in Alpine Helicopters is held by a trust for the benefit of the employees of Alpine Helicopters and is reflected as a noncontrolling interest in the accompanying consolidated financial statements. As of June 30, 2016, Alpine Helicopters had total assets of $11.5 million and total liabilities of $5.0 million.
On September 19, 2014 (the "Acquisition Date"), the Company acquired the remaining 50.0% equity interest in Blue Mountain that the Company did not already own from Blue Mountain Resorts Holdings Inc. (“Blue Mountain Holdings”) as described in Note 3, "Acquisitions and Dispositions". The accompanying consolidated financial statements reflect the Company's equity method investment in Blue Mountain prior to the Blue Mountain Acquisition and the consolidated results for the period from the Acquisition Date through June 30, 2016.
On January 29, 2016 (the "Disposition Date"), the Company, through its wholly owned indirect subsidiaries, Intrawest U.S. Holdings Inc. and Intrawest ULC, entered into a definitive agreement (the “Purchase Agreement”) to sell IRCG to Diamond Resorts Corporation (the “Purchaser”) and Diamond Resorts International, Inc. (together with the Purchaser, “Diamond”) as described in Note 3, "Acquisitions and Dispositions". The results of IRCG were included in the Company's consolidated financial statements until the Disposition Date. Subsequent to the Disposition Date, IRCG was no longer consolidated in the Company's consolidated financial statements.
INTRAWEST RESORTS HOLDINGS, INC.
Notes to Consolidated Financial Statements
Cash and Cash Equivalents
Cash and cash equivalents are held in highly liquid investments, primarily demand deposit accounts with highly rated U.S. and Canadian financial institutions, with remaining terms to maturity of three months or less at acquisition.
Restricted Cash
Restricted cash is comprised primarily of deposits to settle future claims related to self-insurance. Additionally, restricted cash includes guest lodging deposits in jurisdictions that require down payments or deposits to be retained in a trust account, and deposits to secure certain letters of credit.
Receivables
Trade receivables are recorded in the normal course of business related to the sale of products or services and presented net of an allowance for doubtful accounts. In the determination of the allowance, the Company considers specific accounts, accounts receivable aging reports, customer past repayment history, the economic environment, and other factors that could affect collectability. Write-offs are evaluated on a case by case basis.
Interest income on notes receivables is recognized on an accrual basis when earned. Interest income was $2.9 million, $4.2 million and $4.7 million for the years ended June 30, 2016, 2015 and 2014, respectively.
Inventories
Inventories consisting of retail goods, food and beverage products are recorded at the lower of cost or net realizable value, determined using the weighted-average cost method. The Company records an estimate for shrinkage and obsolete or unusable inventory. Aviation part inventories are recorded at the lower of cost or net realizable value, determined using the specific identification method.
Vacation points inventories are stated at the lower of cost or market value less cost to sell. Inventory costs are allocated to cost of point sales using a method that approximates the relative sales value method. The Company periodically reviews the carrying value of the inventory for impairment.
Property, Plant and Equipment
Property, plant and equipment is recorded at cost less accumulated depreciation less any impairment loss. Repairs and maintenance are expensed as incurred. Expenditures that improve the service capacity or extend the useful life of an asset are capitalized. When property, plant and equipment is retired or otherwise disposed of, the related gain or loss is included in operating income (loss). Depreciation is calculated using the straight-line method over the estimated useful life of each asset. The estimated useful lives of each asset category are as follows:
|
Asset Category
|
Estimated Life in Years
|
|
|
Buildings and building improvements
|
5-40
|
|
|
Ski lifts and area improvements
|
5-30
|
|
|
Automotive, helicopters and other equipment
|
2-20
|
|
|
Golf course improvements
|
20
|
|
Certain buildings, area improvements and equipment are located on leased or licensed land and are amortized over the lesser of the lease or license term or the assets' estimated useful life.
INTRAWEST RESORTS HOLDINGS, INC.
Notes to Consolidated Financial Statements
Real Estate Held for Development
Real estate held for development is recorded at the lower of cost or net realizable value. Land and infrastructure development costs include all expenditures incurred in connection with the acquisition, development and construction of real estate. These expenditures consist of all direct costs, interest on specific debt, interest on total costs financed by the Company's pooled debt and property taxes during the development period. The Company expenses costs directly related to the acquisition of new real estate properties and resort businesses. Costs incurred in connection with operating properties classified as real estate held for development, including indirect and general and administrative overhead costs, are recorded to operating expenses when incurred. Sales commission expenses are recorded in the same period that the related revenue is recorded.
Real estate held for development is reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of a particular real estate property exceeds the estimated net realizable value. The Company recorded an impairment charge of $0.6 million in the year ended June 30, 2014 primarily related to legacy and non-core operations. The Company did not incur comparable charges in either of the years ended June 30, 2016 or 2015.
Goodwill and Intangible Assets
Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination. Goodwill is not amortized, but is tested for impairment annually as of June 30th and at any time when events or circumstances suggest impairment may have occurred. The Company has reporting units with allocated goodwill in both the Mountain and Real Estate segments.
The testing for impairment consists of a comparison of the fair value of the reporting unit with its carrying amount. If the carrying amount of the reporting unit, including goodwill, exceeds the fair value, an impairment will be recognized equal to the difference between the carrying value of the reporting unit goodwill and the implied fair value of the goodwill. In testing goodwill for impairment, the Company determines the estimated fair value of its reporting units based upon a discounted future cash flow analysis.
Goodwill is the Company's only indefinite-lived intangible asset. Definite-lived intangible assets are amortized using the straight line method over the shorter of their contractual term or estimated useful lives.
The Company's major finite-lived intangible asset categories and estimated useful lives are as follows:
|
Intangible Asset Category
|
Estimated Life in Years
|
|
Permits and licenses
|
20-45
|
|
Trademarks and trade names
|
10-20
|
|
Customer relationships
|
4-8
|
|
Other
|
8-20
|
Long-lived Assets
The Company evaluates potential impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. An impairment will be recognized as the amount by which the carrying amount of a long-lived asset exceeds its fair value.
Deferred Revenue and Deposits
Deferred revenue and deposits are comprised primarily of season pass revenue, lodging and tour deposits, deposits on real estate sales and mountain club initiation deposits. Deferred revenue relating to the sale of season passes is recognized throughout the season based on historical usage patterns. Lodging and tour deposits deferred revenue is recognized when the related service is provided. Deferred revenue relating to real estate deposits is recognized upon closing of the sale or upon fulfillment of any future obligations. Deferred revenue relating to mountain club initiation deposits is recognized on a straight-line basis over the estimated life of the club.
INTRAWEST RESORTS HOLDINGS, INC.
Notes to Consolidated Financial Statements
Self-Insured Liabilities
The Company has a policy of self-insuring when the expected losses from self-insurance are low relative to the cost of purchasing third-party insurance at various deductible levels. The self-insurance program includes workers’ compensation benefits in the United States and medical, property, automobile and general liability coverage in the United States and Canada. An accrual for self-insured liabilities is recorded based on management’s best estimate of the ultimate cost to settle claims considering historical claims experience, claims filed and the advice of actuaries and plan administrators.
Liabilities for insurance-related assessments are not discounted. As of June 30, 2016 and 2015, $1.9 million and $1.6 million of the liability balances are included in accounts payable and accrued liabilities, respectively, on the consolidated balance sheets and $8.2 million and $6.5 million, respectively, are included in other long-term liabilities.
Revenue Recognition
The Company earns revenue from a variety of sources. Revenue is recognized when the following criteria have been met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the fee is fixed or determinable and the collection of funds is reasonably assured. The following describes revenue recognition for the Company's three segments:
|
(i)
|
Mountain segment revenue is derived from a wide variety of sources, including sales of lift products (including season passes), ski school operations, retail sales, equipment rentals, lodging operations and food and beverage operations. Persuasive evidence is obtained and collection of funds is assured through cash transactions or credit card validation at the point of sale. Revenue is recognized as goods are delivered or services are performed. Season pass revenue, although primarily collected prior to the ski season, is recognized in our consolidated financial statements during the ski season based on the estimated average number of visits by season pass holders in each month during the ski season, which is based on historical three-year average visitation by season pass holders at our resorts. Frequency product revenue is recognized as used, and unused portions are recognized based on the prior three-year average usage for each frequency product.
|
|
(ii)
|
Adventure segment revenue is derived from a variety of sources, primarily from all-inclusive packages for stays and tours for helicopter accessed skiing, mountaineering and hiking at Company owned and leased lodges, as well as ancillary revenue from helicopter maintenance, repair, and overhaul services, leasing, and off-season fire suppression services. Revenue is recognized as goods are delivered or services are performed. For CMH adventure vacation packages, payments in advance are recognized as revenue as goods are delivered or services are performed.
|
|
(iii)
|
The Real Estate segment earns revenue from IHM and Playground, as well as from IRCG prior to the Disposition Date. IHM generates revenue from managing rental operations at the Honua Kai Resort and Spa in Maui, Hawaii and the Westin Monache Resort in Mammoth Lakes, California. Playground earns revenue from the commissions on the sales of real estate. The Company also manages commercial real estate for owned properties and third parties. IRCG generated revenue from the sale of vacation points, management of properties for Club Intrawest, an unaffiliated, not-for-profit entity, management of a private exchange company, and income on the receivables portfolio. Vacation points revenue associated with membership in the vacation ownership business of IRCG was recognized when the purchaser paid the amount due on closing, all contract documentation had been executed and all other significant conditions of sale were met. The Company followed real estate time-sharing accounting principles, which set out specific guidelines for assessing whether the buyer’s initial and continuing investments were adequate to demonstrate a commitment to pay for the property. Such a demonstration was required for the seller of a time-sharing arrangement to recognize profit by the full accrual method. Sales were recorded upon closing when profitability could be determined and collectability could be reasonably assured. Buyers could finance a portion of the sales price through nonrecourse loans.
|
Commission revenue from brokerage operations for the Company owned real estate is included in Real Estate revenue and is recognized at the time an offer of sale is closed by the purchaser or all other contractual obligations have been satisfied. Commission revenue for third-party projects from real estate brokerage operations is included in Real Estate revenue and is recognized when the deal's listing agreement is executed.
Advertising Costs
The Company expenses advertising costs at the time such advertising occurs. Advertising costs are classified in operating expenses on the consolidated statements of operations and were $17.0 million, $17.4 million and $16.5 million for the years ended June 30, 2016, 2015 and 2014, respectively.
INTRAWEST RESORTS HOLDINGS, INC.
Notes to Consolidated Financial Statements
Income Taxes
Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between tax basis of assets and liabilities and book basis reported in the consolidated balance sheets and for operating loss and tax credit carryforwards. The change in deferred tax assets and liabilities for the period measures the deferred tax provision or benefit for the period. Effects of changes in enacted tax laws on deferred tax assets and liabilities are reflected as adjustments to the tax provision or benefit in the period of enactment. To the extent that it is considered to be more likely than not that some or all of the deferred tax assets will not be realized, a valuation allowance is provided.
The Company recognizes accrued interest related to uncertain tax positions as a component of income tax expense. Penalties, if incurred, are recorded in operating expenses in the consolidated statements of operations.
Foreign Currency
The consolidated financial statements are presented in United States dollars (“USD”). The Company’s Canadian subsidiaries generally have the Canadian dollar (“CAD”) as their functional currency.
The accounts of entities where the USD is not the functional currency are translated into USD using the exchange rate in effect at the balance sheet date for asset and liability amounts and at the monthly average rate in effect for the period for amounts included in the determination of income. Cumulative unrealized gains or losses arising from the translation of the financial position of these subsidiaries into USD are included in equity as a component of accumulated other comprehensive income (loss) (“AOCI”).
Exchange gains or losses arising from transactions that are denominated in foreign currencies into the applicable functional currency are included in the determination of income and are classified in other income (expense), net in the consolidated statements of operations.
Share-Based Compensation
On January 30, 2014, the Company’s compensation committee of the board of directors approved the terms of the 2014 Omnibus Incentive Plan (the “Plan”), which allows the Company to grant share-based compensation awards in a variety of forms such as options, stock appreciation rights, restricted stock, restricted stock units, stock bonuses, other stock-based awards and cash awards as part of the Company’s long-term incentive compensation plan.
Awards granted under the Plan generally vest based on a service condition as defined in each award. Unless otherwise determined or evidenced in an award agreement, in the event that (i) a change in control occurs, as defined in the Plan, and (ii) a participant’s employment or service is terminated without cause within 12 months following the change in control, then (a) any unvested or unexercisable portion of any award carrying a right to exercise shall become fully vested and exercisable, and (b) the restrictions, deferral limitations, payment conditions and forfeiture conditions applicable to any award will lapse and such unvested awards will be deemed fully vested and any performance conditions imposed with respect to such awards will be deemed to be fully achieved.
Compensation expense is measured based on the fair value of the award on the date of grant, net of estimated forfeitures, and is recognized as expense on a straight-line basis over the requisite service period.
Employee Benefit Plans
Substantially all of the Company’s employees are covered by Company-sponsored defined contribution plans in the U.S. and Canada. The Company’s contributions to these plans are based on a percentage of employee compensation. These plans are funded on a current basis.
In addition, certain current and former employees are covered by noncontributory defined benefit pension plans. These plans are funded in conformity with the funding requirements of applicable government regulations. Generally, benefits are based on age, years of service and level of compensation during the final years of employment. The Company accounts for these defined benefit plans by accruing its obligations under the employee benefit plans and the related costs as the underlying services are provided. The Company has frozen the plans and no further service benefits are being earned by plan participants in the defined benefit plans.
INTRAWEST RESORTS HOLDINGS, INC.
Notes to Consolidated Financial Statements
The funded status of defined benefit plans is recognized entirely on the consolidated balance sheets. The amount recognized as an asset or liability for pension and other postretirement benefit plans is measured as the difference between the benefit obligation and the fair value of plan assets. Overfunded plans are aggregated and recognized as an asset while underfunded plans are aggregated and recognized as a liability. Actuarial gains or losses and prior service costs or credits that arise during the period but are not recognized as components of net pension expense are recognized in AOCI, net of income tax effects. Actuarial gains and losses are comprised of changes in the amount of either the projected benefit obligation (for pension plans), the accumulated benefit obligation (for other postretirement plans) or differences between actual and expected return on plan assets and from changes in assumptions. The Company measures its pension assets and liabilities as of June 30th of each year.
Fair Value of Financial Instruments
Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy, which is described below, prioritizes the inputs used in measuring fair value:
|
•
|
Level 1 – Quoted prices for identical instruments in active markets.
|
|
•
|
Level 2 – Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations, in which all significant inputs are observable in active markets.
|
|
•
|
Level 3 – Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions.
|
The Company has various short-term financial instruments, including cash and cash equivalents, restricted cash, receivables, accounts payable and accrued liabilities. Due to their short-term nature, the instruments’ book value approximates fair value.
The fair value of the Senior Debt (as defined in Note 9, “Long-Term Debt”) was estimated using quoted prices for the Company's instruments in markets that are not active and was considered a Level 2 measure. The fair value of other debt obligations was estimated based on Level 3 inputs using discounted cash flow analyses based on assumptions that management believes are consistent with market participant assumptions.
The Company’s long-term debt obligations are not measured and carried at fair value on a recurring basis. The Company’s debt is initially recorded based upon historical cost. The fair value of debt does not represent the amounts that will ultimately be paid upon the maturities of the loans.
Concentration of Credit Risk
The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and restricted cash. The Company places its cash and temporary cash investments in high quality credit institutions, but these investments may be in excess of regulatory insurance limits. The Company does not enter into financial instruments for trading or speculative purposes. Concentration of credit risk with respect to trade and notes receivables is limited due to the large number of customers and small transactions associated with the Company’s consumer and retail operations and the wide variety of customers and markets in which the Company transacts business. No customer represented 10% or more of total revenue or receivables during the years ended June 30, 2016, 2015 and 2014. Where the Company provides financing, the Company performs ongoing credit evaluations of its customers and generally does not require collateral, but does require advance deposits on certain transactions.
Recent Accounting Pronouncements
In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This update replaces the incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This update is effective for interim and annual periods beginning after December 15, 2019, with a modified-retrospective approach. The Company is currently evaluating the impact that this update will have on its consolidated financial statements and related disclosures.
INTRAWEST RESORTS HOLDINGS, INC.
Notes to Consolidated Financial Statements
In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606) - Narrow-Scope Improvements and Practical Expedients ("ASU No. 2016-12"), which clarifies the guidance in Topic 606 on assessing collectability, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition. The amendments in ASU No. 2016-12 do not change the core principles of the guidance in Topic 606. This update is effective for the Company beginning July 1, 2018, the same date as the effective date and transition requirements for Topic 606. The Company is currently evaluating the impact that this update will have on its ongoing financial reporting.
In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606) - Identifying Performance Obligations and Licensing ("ASU No. 2016-10"), which clarifies the identification of performance obligations and the licensing implementation guidance in Topic 606. The amendments in ASU No. 2016-10 do not change the core principles of the guidance in Topic 606. This update is effective for the Company beginning July1, 2018, the same as the effective date and transition requirements for Topic 606. The Company is currently evaluating the impact that this update will have on its ongoing financial reporting.
In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). This update is part of the FASB's simplification initiative and is intended to simplify accounting for stock-based compensation. The guidance requires that excess tax benefits or deficiencies be recognized in income tax expense or benefit in the income statement, rather than recognized in additional paid-in capital. The guidance allows the Company to elect whether to recognize forfeitures as they occur or use an estimated forfeiture assumption in estimating the number of awards that are expected to vest. ASU 2016-09 is effective for annual periods beginning after December 15, 2016, with early adoption permitted. The Company is currently in the process of evaluating the impact that ASU 2016-09 will have on its consolidated financial statements and related disclosures.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) ("ASU 2016-02"). ASU 2016-02 supersedes existing guidance in Leases (Topic 840). The revised standard requires lessees to recognize the assets and liabilities arising from leases with lease terms greater than twelve months on the balance sheet, including those currently classified as operating leases, and to disclose key information about leasing arrangements. Lessees will be required to recognize a lease liability and a right-of-use asset on their balance sheets, while lessor accounting will remain largely unchanged. The guidance is effective for annual periods beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the impact the adoption of ASU 2016-02 will have on its consolidated financial statements and related disclosures.
In April 2015, the FASB issued ASU 2015-05, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement ("ASU 2015-05"). This update is intended to reduce diversity in practice by providing explicit guidance to customers about whether a cloud computing arrangement includes a software license. For public business entities, the guidance is effective for annual periods beginning after December 15, 2015, with early adoption permitted. The Company adopted ASU 2015-05 as of July 1, 2016 and will apply the guidance prospectively for all arrangements entered into or materially modified after July 1, 2016. The Company will include the related disclosure requirements, as applicable, in the fiscal 2017 first quarter filing.
In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis ("ASU 2015-02"). This update (i) amends the criteria for determining which entities are considered VIEs or voting interest entities, (ii) amends the criteria for evaluating fees paid to a decision maker or service provider as a variable interest, (iii) amends the effect of fee arrangements and related parties on the primary beneficiary determination, and (iv) ends the deferral previously granted to certain investment companies for application of the VIE consolidation model. The guidance is effective for public business entities for annual reporting periods beginning after December 15, 2015, with early adoption permitted. The Company adopted ASU 2015-02 as of July 1, 2016. The adoption did not have a material impact on the Company's consolidated financial statements. The Company will include the related disclosure requirements, as applicable, in the fiscal 2017 first quarter filing.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in GAAP when it becomes effective. The new standard is effective for the Company beginning July 1, 2018. In August 2015, the FASB issued a one-year deferral to the effective date with an option to permit adoption as early as the original effective date of July 1, 2017. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is currently in the process of evaluating the impact that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.
INTRAWEST RESORTS HOLDINGS, INC.
Notes to Consolidated Financial Statements
IRCG Transaction
On November 24, 2015, the Company, through Intrawest U.S. and Intrawest ULC, entered into a definitive agreement to sell IRCG, its vacation club business, to Diamond for gross proceeds of $84.6 million, which included certain purchase price adjustments (the "IRCG Transaction"). The purchase price consisted of cash consideration and the assumption of certain liabilities, including certain lease obligations and certain other continuing contractual obligations.
Upon closing the IRCG Transaction on January 29, 2016, Diamond acquired substantially all of the assets used in the operations of IRCG and all of the equity interests in certain wholly-owned subsidiaries of the Company. The accompanying consolidated balance sheet as of June 30, 2016 reflects the removal of the assets and liabilities sold in the IRCG Transaction. The IRCG Transaction resulted in a pre-tax gain of $40.4 million, which is included in the gain on sale of IRCG line item in the accompanying consolidated statement of operations for the year ended June 30, 2016. Due to the Company's net operating losses for tax purposes in the U.S. and Canada, there were no cash taxes or any impact on the effective tax rate as a result of the IRCG Transaction.
The following table shows the components of assets and liabilities of IRCG classified as held for sale in the Company's consolidated balance sheet as of June 30, 2015 (in thousands):
|
June 30, 2015
|
||||
|
Restricted cash
|
$
|
228
|
|
|
|
Receivables, net
|
6,592
|
|
||
|
Inventories
|
14,329
|
|
||
|
Other current assets
|
2,007
|
|
||
|
Property, plant and equipment, net of accumulated depreciation
|
2,071
|
|
||
|
Real estate held for development
|
3,085
|
|
||
|
Long-term receivables and other assets, net
|
24,803
|
|
||
|
Total assets classified as held for sale
|
$
|
53,115
|
|
|
|
Accounts payable and accrued liabilities
|
$
|
4,334
|
|
|
|
Deferred revenue and deposits
|
5,621
|
|
||
|
Total liabilities classified as held for sale
|
$
|
9,955
|
|
|
Prior to the IRCG Transaction, IRCG allowed deferred payment terms that exceeded one year for customers purchasing vacation points. A note receivable existed when all contract documentation had been executed. Notes receivable primarily consisted of nonrecourse installment loans. The Company performed a credit review of its notes receivable individually each reporting period to determine if an allowance for credit losses was required. As of June 30, 2015, gross notes receivable were $29.9 million, of which $5.1 million was included in current receivables on the consolidated balance sheet prior to being classified as held for sale. As of June 30, 2015, the allowance for credit losses on the notes receivable was $1.9 million, of which $0.9 million was included in current receivables on the consolidated balance sheet prior to being classified as held for sale.
Blue Mountain Acquisition
On September 19, 2014, the Company acquired the remaining 50.0% equity interest in Blue Mountain that the Company did not already own from Blue Mountain Resorts Holdings Inc. The Company has included the financial results of Blue Mountain in the accompanying condensed consolidated financial statements since the Acquisition Date. The total consideration transferred to acquire Blue Mountain was $109.6 million, which consisted of $54.8 million in cash and $54.8 million for the previously held equity interest. The valuation of the Company's previously held equity interest resulted in a loss of $1.5 million included within loss on remeasurement of equity method investment in the accompanying consolidated statements of operations for the year ended June 30, 2015.
The primary assets acquired and liabilities assumed as of the Acquisition Date included $85.8 million of property, plant and equipment, $13.8 million of accounts payable and accrued liabilities, $13.3 million of cash and cash equivalents, $8.7 million of identifiable intangibles and $13.2 million of residual goodwill. The goodwill recorded is primarily attributable to economies of scale, opportunities for synergies and any intangible assets that do not qualify for separate recognition. None of the goodwill is deductible for tax purposes.
INTRAWEST RESORTS HOLDINGS, INC.
Notes to Consolidated Financial Statements
|
Earnings (Loss) Per Share
|
Basic earnings (loss) per share ("EPS") is calculated by dividing net income (loss) attributable to the Company by the weighted average number of shares of common stock outstanding. Diluted EPS is calculated by dividing net income (loss) attributable to the Company by the weighted average number of shares of common stock outstanding, plus potentially dilutive securities. Potentially dilutive securities include unvested restricted common stock, restricted stock units, and stock options, the dilutive effect of which is calculated using the treasury stock method.
On January 12, 2016, the Company announced the commencement of a modified “Dutch auction” self-tender offer ("Tender Offer") to purchase for cash up to $50.0 million of shares of its common stock at a price per share not greater than $10.00 nor less than $9.00, less applicable withholding taxes and without interest. The Tender Offer expired on February 10, 2016. The Company purchased approximately 5.6 million shares of its common stock at a purchase price of $9.00 per share. The tendered shares were accounted for as treasury stock, at cost including $0.6 million of transaction related expenses paid to third parties, and resulted in a reduction of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted earnings per share.
As of June 30, 2016, 2015 and 2014, the effect of 1.2 million, 1.0 million and 0.1 million potentially dilutive securities, respectively, were not included in the calculation of EPS as the effect would be anti-dilutive. The calculation of basic and diluted EPS is presented below (in thousands, except per share data):
|
Year Ended June 30,
|
||||||||||||
|
2016
|
2015
|
2014
|
||||||||||
|
Basic earnings (loss) per share:
|
||||||||||||
|
Net income (loss) attributable to Intrawest Resorts Holdings, Inc.
|
$
|
40,873
|
|
$
|
(6,920
|
)
|
$
|
(189,417
|
)
|
|||
|
Weighted average common shares outstanding
|
43,236
|
|
45,099
|
|
43,132
|
|
||||||
|
Basic earnings (loss) per share
|
$
|
0.95
|
|
$
|
(0.15
|
)
|
$
|
(4.39
|
)
|
|||
|
Diluted earnings (loss) per share:
|
||||||||||||
|
Net income (loss) attributable to Intrawest Resorts Holdings, Inc.
|
$
|
40,873
|
|
$
|
(6,920
|
)
|
$
|
(189,417
|
)
|
|||
|
Weighted average common shares outstanding
|
43,236
|
|
45,099
|
|
43,132
|
|
||||||
|
Dilutive effect of share-based payment awards
|
34
|
|
—
|
|
—
|
|
||||||
|
Weighted average dilutive shares outstanding
|
43,270
|
|
45,099
|
|
43,132
|
|
||||||
|
Diluted earnings (loss) per share
|
$
|
0.94
|
|
$
|
(0.15
|
)
|
$
|
(4.39
|
)
|
|||
Current receivables
Current receivables as of June 30, 2016 and 2015 consisted of the following (in thousands):
|
June 30,
|
|||||||
|
2016
|
|
2015
|
|||||
|
Trade receivables
|
$
|
37,441
|
|
$
|
36,458
|
|
|
|
Loans, mortgages and notes receivable
|
50
|
|
435
|
|
|||
|
Allowance for doubtful accounts
|
(831
|
)
|
(717
|
)
|
|||
|
Total current receivables
|
$
|
36,660
|
|
$
|
36,176
|
|
|
INTRAWEST RESORTS HOLDINGS, INC.
Notes to Consolidated Financial Statements
Prepaid expenses and other assets
Prepaid expenses and other assets as of June 30, 2016 and 2015 consisted of the following (in thousands):
|
June 30,
|
|||||||
|
2016
|
2015
|
||||||
|
Capital spares
|
$
|
11,628
|
|
$
|
11,640
|
|
|
|
Prepaid insurance
|
4,813
|
|
5,345
|
|
|||
|
Prepaid expenses and other assets
|
4,640
|
|
4,716
|
|
|||
|
Total prepaid expenses and other assets
|
$
|
21,081
|
|
$
|
21,701
|
|
|
Accounts payable and accrued liabilities
Accounts payable and accrued liabilities as of June 30, 2016 and 2015 consisted of the following (in thousands):
|
June 30,
|
|||||||
|
2016
|
2015
|
||||||
|
Trade payables
|
$
|
48,353
|
|
$
|
52,372
|
|
|
|
Accrued liabilities
|
16,516
|
|
10,518
|
|
|||
|
Total accounts payable and accrued liabilities
|
$
|
64,869
|
|
$
|
62,890
|
|
|
Current deferred revenue and deposits
Current deferred revenue and deposits as of June 30, 2016 and 2015 consisted of the following (in thousands):
|
June 30,
|
|||||||
|
2016
|
2015
|
||||||
|
Season pass and other deferred revenue
|
$
|
42,343
|
|
$
|
39,216
|
|
|
|
Lodging and tour deposits
|
25,548
|
|
23,178
|
|
|||
|
Deposits on real estate sales
|
46
|
|
47
|
|
|||
|
Total current deferred revenue and deposits
|
$
|
67,937
|
|
$
|
62,441
|
|
|
Other long-term liabilities
Other long-term liabilities as of June 30, 2016 and 2015 consisted of the following (in thousands):
|
June 30,
|
|||||||
|
2016
|
2015
|
||||||
|
Pension liability, net of funded assets
|
$
|
33,550
|
|
$
|
33,150
|
|
|
|
Forgivable government grants
|
7,719
|
|
8,950
|
|
|||
|
Other long-term liabilities
|
19,391
|
|
18,021
|
|
|||
|
Total other long-term liabilities
|
$
|
60,660
|
|
$
|
60,121
|
|
|
INTRAWEST RESORTS HOLDINGS, INC.
Notes to Consolidated Financial Statements
Property, plant and equipment, net, including capital lease assets, as of June 30, 2016 and 2015, consisted of the following (in thousands):
|
June 30,
|
|||||||
|
2016
|
2015
|
||||||
|
Land
|
$
|
47,257
|
|
$
|
47,856
|
|
|
|
Buildings and building improvements
|
310,344
|
|
300,942
|
|
|||
|
Ski lifts and area improvements
|
276,343
|
|
272,032
|
|
|||
|
Automotive, helicopters and other equipment
|
292,776
|
|
284,271
|
|
|||
|
Golf course improvements
|
23,757
|
|
23,638
|
|
|||
|
Gross property, plant and equipment
|
950,477
|
|
928,739
|
|
|||
|
Less: accumulated depreciation
|
(438,991
|
)
|
(401,553
|
)
|
|||
|
Property, plant and equipment, net
|
$
|
511,486
|
|
$
|
527,186
|
|
|
As of June 30, 2016 and 2015, the carrying value of leased assets was $32.2 million and $31.9 million, respectively, net of accumulated amortization of $8.0 million and $6.8 million, respectively. Amortization of assets under capital leases is included in depreciation and amortization expense in the accompanying consolidated statements of operations.
Depreciation expense for property, plant and equipment for the years ended June 30, 2016, 2015 and 2014 was $55.1 million, $53.1 million and $48.9 million, respectively.
During the year ended June 30, 2014, certain asset groups related to legacy and non-core operations experienced deteriorated financial performance, reduced profitability, and forecasted future losses, which were indicators of potential impairment. The Company tested the recoverability of certain asset groups using projected future undiscounted cash flows and recorded an impairment charge of $0.2 million. There were no comparable charges in the years ended June 30, 2016 or 2015.
The Company had the following ownership interest in its equity method investments as of June 30, 2016:
|
Equity Method Affiliates
|
Ownership Interest
|
|
|
Chateau M.T. Inc.
|
49.5
|
%
|
|
Mammoth Hospitality Management, LLC
|
50.0
|
%
|
|
MMSA Investors, LLC
|
14.8
|
%
|
|
Mammoth Resorts LLC
|
14.9
|
%
|
The Company holds less than a 20% ownership interest in MMSA Investors, LLC and Mammoth Resorts LLC, (together with MMSA Investors, LLC collectively referred to herein as the "Mammoth family of resorts"); however, the equity method is used to account for these investments because the Company believes it exercises significant influence over the Mammoth family of resorts in part by holding a seat on each of the boards of directors, which have eight members and three members, respectively.
The Company holds a 49.5% voting interest in Chateau with a non-voting debt interest that can be converted to voting interest, resulting in up to a 57.1% economic interest in Chateau.
Financial information for the Company's equity method investments in the aggregate is summarized below and includes the Company's 50.0% equity investment in Blue Mountain Resorts Limited prior to the Blue Mountain Acquisition for all relevant periods presented (in thousands):
INTRAWEST RESORTS HOLDINGS, INC.
Notes to Consolidated Financial Statements
|
|
Year Ended June 30,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
Revenue
|
$
|
251,766
|
|
$
|
163,992
|
|
$
|
213,082
|
|||
|
Operating expenses
|
19,282
|
|
19,438
|
|
16,785
|
||||||
|
Gross profit
|
232,484
|
|
144,554
|
|
196,297
|
||||||
|
Income (loss) from operations
|
11,433
|
|
(21,297
|
)
|
|
(7,377
|
)
|
||||
|
Net income (loss)
|
10,443
|
|
(21,484
|
)
|
|
(7,176
|
)
|
||||
|
Income (loss) attributable to noncontrolling interest
|
8,510
|
|
(17,674
|
)
|
|
(6,905
|
)
|
||||
|
Net income (loss) attributable to Intrawest Resorts Holdings, Inc.
|
$
|
1,933
|
|
$
|
(3,810
|
)
|
|
$
|
(271
|
)
|
|
|
June 30,
|
|||||||
|
2016
|
2015
|
||||||
|
Current assets
|
$
|
110,054
|
|
$
|
45,461
|
|
|
|
Noncurrent assets
|
423,671
|
|
455,994
|
|
|||
|
Total assets
|
533,725
|
|
501,455
|
|
|||
|
Current liabilities
|
79,929
|
|
59,054
|
|
|||
|
Noncurrent liabilities
|
271,868
|
|
251,172
|
|
|||
|
Total liabilities
|
351,797
|
|
310,226
|
|
|||
|
Equity attributable to shareholders of investees
|
172,870
|
|
183,695
|
|
|||
|
Equity attributable to noncontrolling interest
|
9,058
|
|
7,534
|
|
|||
|
Total equity
|
181,928
|
|
191,229
|
|
|||
|
Intrawest Resorts Holdings, Inc. equity investment
|
$
|
26,398
|
|
$
|
25,394
|
|
|
The Company's carrying amount of its equity method investments reflects its expectation of cash to be realized from its interests in the net assets of the affiliate, taking into account the return order of equity distribution per the respective agreements. The difference between the carrying value and the underlying equity in net assets is primarily comprised of goodwill.
INTRAWEST RESORTS HOLDINGS, INC.
Notes to Consolidated Financial Statements
|
Goodwill and Intangible Assets
|
Goodwill
The goodwill balance as of June 30, 2016 and 2015 was $106.0 million and $106.5 million, respectively. Goodwill of $104.8 million and $1.2 million is included in the Mountain and Real Estate segment, respectively. Goodwill is not amortized. There is no goodwill for income tax purposes with the exception of the goodwill recorded as a result of the Blue Mountain Acquisition. This goodwill is included in the cost basis for income tax purposes. The Company did not record any impairment charges related to goodwill in the years ended June 30, 2016, 2015 and 2014.
Intangible Assets Other Than Goodwill
Finite-lived intangible assets as of June 30, 2016 and 2015 consisted of the following (in thousands):
|
June 30, 2016
|
|||||||||||
|
Cost
|
Accumulated Amortization
|
Net Book Value
|
|||||||||
|
Permits and licenses
|
$
|
12,732
|
|
$
|
4,866
|
|
$
|
7,866
|
|
||
|
Trademarks and trade names
|
73,561
|
|
33,388
|
|
40,173
|
|
|||||
|
Customer relationships
|
18,331
|
|
16,159
|
|
2,172
|
|
|||||
|
Other
|
8,906
|
|
8,891
|
|
15
|
|
|||||
|
$
|
113,530
|
|
$
|
63,304
|
|
$
|
50,226
|
|
|||
|
June 30, 2015
|
|||||||||||
|
Cost
|
Accumulated Amortization
|
Net Book Value
|
|||||||||
|
Permits and licenses
|
$
|
13,278
|
|
$
|
4,558
|
|
$
|
8,720
|
|
||
|
Trademarks and trade names
|
74,645
|
|
30,183
|
|
44,462
|
|
|||||
|
Customer relationships
|
18,987
|
|
15,700
|
|
3,287
|
|
|||||
|
Other
|
9,172
|
|
9,140
|
|
32
|
|
|||||
|
$
|
116,082
|
|
$
|
59,581
|
|
$
|
56,501
|
|
|||
Amortization expense for intangible assets for the years ended June 30, 2016, 2015 and 2014 was $5.0 million, $6.0 million and $6.5 million, respectively.
Amortization expense for intangible assets for the next five fiscal years is estimated to be as follows (in thousands):
|
2017
|
$
|
5,170
|
|
|
2018
|
5,155
|
|
|
|
2019
|
4,387
|
|
|
|
2020
|
4,174
|
|
|
|
2021
|
4,174
|
|
|
INTRAWEST RESORTS HOLDINGS, INC.
Notes to Consolidated Financial Statements
|
Long-Term Debt
|
Long-term debt, net of original issue discount ("OID") and debt issuance costs, as of June 30, 2016 and 2015 consisted of the following (in thousands):
|
June 30,
|
|||||||||
|
Maturity
|
2016
|
2015
|
|||||||
|
Senior Debt
|
2020
|
$
|
554,480
|
|
$
|
591,297
|
|
||
|
Other debt obligations
|
2016-2023
|
1,172
|
|
2,096
|
|
||||
|
Less: unamortized OID and debt issuance costs
|
(17,860
|
)
|
(19,552
|
)
|
|||||
|
Total
|
537,792
|
|
573,841
|
|
|||||
|
Less: Long-term debt due within one year
|
497
|
|
6,919
|
|
|||||
|
Total long-term debt
|
$
|
537,295
|
|
$
|
566,922
|
|
|||
Senior Debt
In conjunction with the Restructuring, one of the Company’s subsidiaries, as borrower, and several of the Company's U.S. subsidiaries, as guarantors, entered into a credit agreement (the “Credit Agreement”) with a syndicate of lenders, Goldman Sachs Bank USA, as issuing bank, and Goldman Sachs Lending Partners LLC, as administrative agent, providing for a $540.0 million term loan facility (the “Term Loan"), a $25.0 million senior secured first-lien revolving loan facility (the “Revolver”), and a $55.0 million senior secured first-lien letters of credit facility (the “LC Facility” and, together with the Term Loan and Revolver, collectively referred to herein as the “Senior Debt”). Pursuant to an Incremental Amendment to the Credit Agreement, dated September 19, 2014 (the "Incremental Amendment"), the Company borrowed an incremental $60.0 million under the Term Loan, primarily to finance the Blue Mountain Acquisition described in Note 3, "Acquisitions and Dispositions". The proceeds were also used to pay certain fees, commissions and expenses related to the Blue Mountain Acquisition and for working capital. The Incremental Amendment has the same terms and maturity date as the original Term Loan. While the Fourth Amendment resulted in certain changes to the Company's incremental borrowing capacity, the Company continues to have the ability to increase the borrowings on the Term Loan under certain circumstances and subject to certain criteria as outlined in the Fourth Amendment; so long as, after giving effect to any additional amounts borrowed, the Company remains compliant with all covenants of the Credit Agreement.
On April 29, 2015, certain of the subsidiaries of the Company that guarantee the Company’s Senior Debt executed the second amendment (the “Second Amendment”) to the Company’s existing Credit Agreement. The Second Amendment adjusted the Company’s Term Loan to reduce the applicable margin for borrowings under the Term Loan from 4.50% to 3.75% for Eurodollar rate loans. All other terms and conditions of the Second Amendment are consistent with the Credit Agreement.
On June 1, 2015, certain of the subsidiaries of the Company that guarantee the Company’s Senior Debt entered into the third amendment (the “Third Amendment”) to the Company’s existing Credit Agreement. The Third Amendment adjusted the terms of the Company's Revolver to decrease the Company's applicable margin for Eurodollar rate loans from 4.50% to 3.75%, if the total secured debt leverage ratio is greater than or equal to 4.50:1.00, and from 4.25% to 3.50% if the total secured debt leverage ratio is less than 4.50:1.00. The Third Amendment also decreased the Company's applicable margin for base rate loans from 3.50% to 2.75%, if the total secured debt leverage ratio is greater than or equal to 4.50:1.00, and from 3.25% to 2.50% if the total secured debt leverage ratio is less than 4.50:1.00. All other terms and conditions of the Third Amendment are consistent with the Credit Agreement.
On April 8, 2016, certain of the Company's subsidiaries, that are borrowers or guarantors of the Company’s Senior Debt, entered into the Fourth Amendment (the "Fourth Amendment") to the Company’s existing Credit Agreement. Upon execution of the Fourth Amendment, the Company repaid $25.0 million of Term Loan borrowings with cash on hand. The Fourth Amendment secured financial and strategic flexibility for the Company, among other items, and increased the applicable margins for base rate loans and Eurodollar rate loans under the Term Loan from 2.75% to 3.00% and from 3.75% to 4.00%, respectively.
The Term Loan has a maturity date of December 9, 2020. Borrowings under the Credit Agreement, including the Term Loan, LC Facility and Revolver, bear interest, at the Company's option, at a rate equal to either a Eurodollar rate loan or a base rate, in each case plus the applicable margin. The Term Loan currently bears interest based upon the LIBOR-based rate subject to a LIBOR floor of 1.00%. The Credit Agreement requires scheduled quarterly principal payments in the amount of $1.5 million. On January 29, 2016, the Company made an excess cash flow prepayment of $8.8 million as defined in the Credit Agreement. Due to the excess cash flow prepayment, the Company does not expect to make another scheduled principal payment until the fourth quarter of fiscal 2017.
INTRAWEST RESORTS HOLDINGS, INC.
Notes to Consolidated Financial Statements
The Company's current applicable margin is 4.00% under the Term Loan, 3.75% under the Revolver and 4.50% under the LC Facility.
The net cash proceeds from the Term Loan were reduced by an OID of 0.9%, or $5.5 million, after giving effect to the Incremental Amendment. The OID is amortized into interest expense using the effective interest method. There was $3.6 million and $4.3 million of unamortized OID remaining as of June 30, 2016 and 2015, respectively.
The Company has incurred $21.4 million of debt issuance costs in connection with the Senior Debt, which is presented as a direct reduction of the carrying value of the long-term debt on the accompanying consolidated balance sheets. These costs are amortized into interest expense using the effective interest method. There was $14.2 million and $15.2 million of unamortized costs remaining as of June 30, 2016 and 2015, respectively.
The borrower's obligations under the Credit Agreement are supported by guarantees of substantially all of the Company's material U.S. subsidiaries. The guarantees are further collateralized by mortgages and other security interests in certain properties and assets held by U.S. subsidiaries of the Company. The collateral includes both general and specific assets.
The Credit Agreement provides for affirmative and negative covenants that the Company believes are usual and customary for a senior secured credit agreement. The negative covenants restrict, among other things, the ability of the Company's subsidiaries to incur indebtedness, dispose of property, reinvest the proceeds from certain asset sales, or make investments or distributions. It also includes customary cross-default provisions with respect to certain other borrowings of the Company's subsidiaries. Additionally, the Credit Agreement requires the borrower to comply with a total secured debt leverage ratio on the last day of each fiscal quarter. The Company was in compliance with the covenants of the Credit Agreement at June 30, 2016.
The LC Facility and the Revolver each have a maturity date of December 9, 2018. The LC Facility includes fronting fees of 25 basis points and a commitment fee of 37.5 basis points on the first 15% of unutilized commitments. There were $42.8 million and $45.4 million of irrevocable standby letters of credit outstanding under the LC Facility at June 30, 2016 and 2015, respectively. The Revolver includes commitment fees of 37.5 basis points. There were no outstanding borrowings under the Revolver or draws on our outstanding letters of credit under the LC facility as of June 30, 2016 and 2015.
Other Debt Obligations
Other debt obligations include various lending agreements, including a government loan agreement and a bank loan related to employee housing. The weighted average interest rate for other debt obligations is 5.3% for the year ended June 30, 2016.
Maturities
Current maturities represent principal payments due in the next 12 months. As of June 30, 2016, the long-term debt aggregate maturities for the 12 month period ended June 30 of each of the following years are set forth below (in thousands):
|
2017
|
$
|
497
|
|
|
|
2018
|
6,131
|
|
||
|
2019
|
6,140
|
|
||
|
2020
|
6,147
|
|
||
|
2021
|
536,442
|
|
||
|
Thereafter
|
295
|
|
||
Interest Expense
The Company recorded interest expense of $40.4 million, $43.9 million, and $172.9 million in the consolidated statements of operations for the years ended June 30, 2016, 2015 and 2014, respectively, of which $3.6 million, $3.2 million, and $5.5 million, respectively, was amortization of deferred financing costs and the OID.
INTRAWEST RESORTS HOLDINGS, INC.
Notes to Consolidated Financial Statements
In October 2006, the Company entered into interest rate swap contracts to minimize the impact of changes in interest rates on its cash flows for certain of the Company’s floating bank rates and other indebtedness. The outstanding swap contracts were terminated on October 11, 2008. The fair value of the swap contracts at October 11, 2008 was a liability of $111.4 million. The remaining terminated swap liability of $0.7 million as of June 30, 2016 is recorded in AOCI and will be recognized periodically through March 31, 2017 through interest expense. The portion included in interest expense in the consolidated statements of operations for the years ended June 30, 2016, 2015 and 2014 was $1.2 million, $1.5 million, and $3.4 million, respectively.
|
Fair Value Measurements
|
As of June 30, 2016 and 2015, the fair value of cash and cash equivalents, restricted cash, net receivables and accounts payable approximated their carrying value based on the short-term nature of these instruments. Estimates of fair value may be affected by assumptions made and, accordingly, are not necessarily indicative of the amounts the Company could realize in a current market exchange.
A summary of the carrying amount and fair value of the Company's financial instruments for which there is a difference between the carrying value and fair value is as follows (in thousands):
|
June 30, 2016
|
June 30, 2015
|
|||||||||||||
|
Carrying Value
|
Fair Value
|
Carrying Value
|
Fair Value
|
|||||||||||
|
Senior Debt
|
$
|
554,480
|
|
$
|
555,173
|
|
591,297
|
|
$
|
595,362
|
|
|||
|
Other debt obligations
|
1,172
|
|
971
|
|
2,096
|
|
1,793
|
|
||||||
INTRAWEST RESORTS HOLDINGS, INC.
Notes to Consolidated Financial Statements
|
Accumulated Other Comprehensive Income (Loss)
|
Accumulated Other Comprehensive Income
The following table presents the changes in AOCI, by component, for the years ended June 30, 2016, 2015 and 2014 (in thousands):
|
Realized portion on cash flow hedge (a)
|
Actuarial loss on pensions (b)
|
Foreign currency translation adjustments
|
Total
|
|||||||||||||
|
As of June 30, 2013
|
$
|
(6,704
|
)
|
$
|
(10,453
|
)
|
$
|
166,544
|
|
$
|
149,387
|
|
||||
|
Restructuring transactions on December 9, 2013
|
—
|
|
—
|
|
52,670
|
|
52,670
|
|
||||||||
|
Other comprehensive income (loss) before reclassifications
|
—
|
|
(4,530
|
)
|
—
|
|
(4,530
|
)
|
||||||||
|
Amounts reclassified from AOCI
|
3,398
|
|
814
|
|
—
|
|
4,212
|
|
||||||||
|
Foreign currency translation adjustments
|
(41
|
)
|
85
|
|
(4,060
|
)
|
(4,016
|
)
|
||||||||
|
Net current period other comprehensive income (loss)
|
3,357
|
|
(3,631
|
)
|
48,610
|
|
48,336
|
|
||||||||
|
As of June 30, 2014
|
$
|
(3,347
|
)
|
$
|
(14,084
|
)
|
$
|
215,154
|
|
$
|
197,723
|
|
||||
|
Other comprehensive income (loss) before reclassifications
|
—
|
|
(209
|
)
|
—
|
|
(209
|
)
|
||||||||
|
Amounts reclassified from AOCI
|
1,486
|
|
985
|
|
—
|
|
2,471
|
|
||||||||
|
Foreign currency translation adjustments
|
(58
|
)
|
1,358
|
|
(55,906
|
)
|
(54,606
|
)
|
||||||||
|
Net current period other comprehensive income (loss)
|
1,428
|
|
2,134
|
|
(55,906
|
)
|
(52,344
|
)
|
||||||||
|
As of June 30, 2015
|
$
|
(1,919
|
)
|
$
|
(11,950
|
)
|
$
|
159,248
|
|
$
|
145,379
|
|
||||
|
Other comprehensive income (loss) before reclassifications
|
—
|
|
(3,409
|
)
|
—
|
|
(3,409
|
)
|
||||||||
|
Amounts reclassified from AOCI
|
1,195
|
|
817
|
|
—
|
|
2,012
|
|
||||||||
|
Foreign currency translation adjustments
|
(9
|
)
|
300
|
|
(12,353
|
)
|
(12,062
|
)
|
||||||||
|
Net current period other comprehensive income (loss)
|
1,186
|
|
(2,292
|
)
|
(12,353
|
)
|
(13,459
|
)
|
||||||||
|
As of June 30, 2016
|
$
|
(733
|
)
|
$
|
(14,242
|
)
|
$
|
146,895
|
|
$
|
131,920
|
|
||||
|
(a)
|
Amounts reclassified from AOCI are included in interest expense on third party debt in the accompanying consolidated statements of operations.
|
|
(b)
|
Amounts reclassified from AOCI are included in operating expenses in the accompanying consolidated statements of operations.
|
|
Share-Based Compensation
|
In connection with the Company’s initial public offering, 4,500,700 shares of the Company’s common stock were reserved for issuance under the Intrawest Resorts Holdings, Inc. 2014 Omnibus Incentive Plan (the "Plan") upon the exercise of awards that were or will be issued to the Company’s employees, non-employee directors, independent contractors and consultants. The Plan allows share-based compensation awards to be granted in a variety of forms including options, stock appreciation rights, restricted stock, restricted stock units, stock bonuses, other stock-based awards and cash awards. The terms and conditions of the awards granted are established by the compensation committee of the board of directors of the Company (the "Board of Directors"), who administers the Plan.
A total of 1,294,645 shares of common stock were available for future grant under the Plan at June 30, 2016.
INTRAWEST RESORTS HOLDINGS, INC.
Notes to Consolidated Financial Statements
Restricted Stock Awards
As of June 30, 2016, the Board of Directors had granted 955,809 restricted stock units to the Company’s officers and employees, and 25,000 shares of restricted stock to the Company’s non-employee directors (collectively referred to herein as the "Restricted Stock Awards"). Restricted Stock Awards generally vest ratably upon the satisfaction of a defined service condition. The restricted stock is legally outstanding upon grant subject to restrictions that lapse as the award vests. Upon vesting, each restricted stock unit is exchanged for one share of the Company’s common stock or cash, at the Company’s discretion. The grant date fair values of these awards are determined based on the closing price of the Company’s common stock on the grant date. The related compensation expense is recognized over the applicable requisite service period.
A summary of Restricted Stock Awards activity during the years ended June 30, 2016 and 2015 is as follows:
|
Number of Awards
|
Weighted Average
Grant Date Fair Value
|
|||||
|
Total unvested awards - June 30, 2014
|
784,727
|
|
$
|
11.97
|
|
|
|
Granted
|
97,470
|
|
10.26
|
|
||
|
Vested
|
(276,199
|
)
|
11.97
|
|
||
|
Forfeited
|
(269,493
|
)
|
12.00
|
|
||
|
Total unvested awards - June 30, 2015
|
336,505
|
|
$
|
11.45
|
|
|
|
Granted
|
25,000
|
|
7.82
|
|
||
|
Vested
|
(142,111
|
)
|
11.58
|
|
||
|
Forfeited
|
(41,700
|
)
|
11.78
|
|
||
|
Total unvested awards - June 30, 2016
|
177,694
|
|
$
|
10.75
|
|
|
The total fair value of Restricted Stock Awards vested for the years ended June 30, 2016 and 2015 was $1.4 million and $3.0 million, respectively.
The outstanding unvested Restricted Stock Awards at June 30, 2016 are scheduled to vest in each fiscal year as follows:
|
Vesting Date
|
Number of Awards
|
||
|
2017
|
128,464
|
|
|
|
2018
|
40,880
|
|
|
|
2019
|
8,350
|
|
|
|
Total
|
177,694
|
|
|
Stock Options
During the year ended June 30, 2015, the Board of Directors granted the Company's current Chief Executive Officer ("CEO") an option to purchase 2,700,000 shares (the "Options") under the Plan with a contractual term of 10 years. The Options have a weighted average exercise price of $11.25 and will become vested and exercisable over a three-year period, provided that the CEO remains in continuous employment with the Company. The related compensation expense is recognized over the applicable requisite service period.
The fair value of the Options was estimated at the grant date using a Black-Scholes option pricing model with the following assumptions:
|
Expected stock price volatility
|
32.5
|
%
|
|
|
Expected term (in years)
|
6.3
|
|
|
|
Risk-free interest rate
|
1.8
|
%
|
|
|
Dividend yield
|
0.0
|
%
|
|
|
Weighted average fair value per option
|
$
|
3.46
|
|
INTRAWEST RESORTS HOLDINGS, INC.
Notes to Consolidated Financial Statements
The risk-free interest rate is based on the United States Treasury yield in effect at the time of grant for zero coupon United States Treasury bonds with maturities that approximate the expected term. The Company used the simplified method to estimate the expected term as it does not have sufficient historical exercise data given its limited history of employee grants. The simplified method, permitted by the Securities and Exchange Commission ("SEC"), is calculated as the average of the vesting period and the contractual term of the options.
The expected stock price volatility is derived from historical volatilities of several public companies within industries related to the Company. The historical volatility of selected peer companies is weighted based on certain qualitative factors including size, industry, and availability of historical data and combined to produce a single volatility factor.
The outstanding unvested Options at June 30, 2016 are scheduled to vest in each fiscal year as follows:
|
Vesting Date
|
Number of Options
|
||
|
2017
|
1,350,000
|
|
|
|
2018
|
1,350,000
|
|
|
|
Total
|
2,700,000
|
|
|
Share-Based Compensation Expense
For the years ended June 30, 2016 and 2015, there was $1.6 million and $2.7 million, respectively, of compensation expense related to the Restricted Stock Awards and $2.3 million and $1.4 million, respectively, of compensation expense related to the Options. Compensation expense related to the Restricted Stock Awards and Options is included in operating expenses in the accompanying consolidated statements of operations.
As of June 30, 2016, there was $1.0 million and $3.2 million of unrecognized compensation expense related to the unvested Restricted Stock Awards and the Options, respectively, both of which are expected to be recognized over a weighted average period of approximately 1.4 years.
|
Income Taxes
|
The United States and foreign components of income tax expense (benefit) consisted of the following (in thousands):
|
Year Ended June 30,
|
|||||||||||
|
2016
|
2015
|
2014
|
|||||||||
|
United States
|
$
|
119
|
|
$
|
(1,147
|
)
|
$
|
57
|
|
||
|
Foreign
|
1,654
|
|
(2,755
|
)
|
620
|
|
|||||
|
|
$
|
1,773
|
|
$
|
(3,902
|
)
|
$
|
677
|
|
||
The components of income tax expense (benefit) from continuing operations consisted of the following (in thousands):
|
Year Ended June 30,
|
|||||||||||
|
2016
|
2015
|
2014
|
|||||||||
|
Current income taxes:
|
|||||||||||
|
United States
|
$
|
119
|
|
$
|
(1,147
|
)
|
$
|
57
|
|
||
|
Foreign
|
1,584
|
|
1,031
|
|
515
|
|
|||||
|
Total current income tax (benefit) expense
|
1,703
|
|
(116
|
)
|
572
|
|
|||||
|
Deferred income taxes:
|
|||||||||||
|
United States
|
—
|
|
—
|
|
—
|
|
|||||
|
Foreign
|
70
|
|
(3,786
|
)
|
105
|
|
|||||
|
Total deferred income tax (benefit) expense
|
70
|
|
(3,786
|
)
|
105
|
|
|||||
|
$
|
1,773
|
|
$
|
(3,902
|
)
|
$
|
677
|
|
|||
INTRAWEST RESORTS HOLDINGS, INC.
Notes to Consolidated Financial Statements
In the year ended June 30, 2016, we recognized $1.8 million of tax expense related to tax paying entities primarily in Canada. In the year ended June 30, 2015, as a result of the acquisition of the remaining 50.0% equity interest in Blue Mountain, and the subsequent restructuring of the wholly owned interest, the Company was able to reverse $3.1 million of a deferred tax liability and $0.7 million of income tax payable, both of which were reflected in the deferred tax provision.
For all years presented, the reconciliation of income taxes is calculated at the blended statutory federal rates of the United States and Canada. The reconciliation of income taxes to the actual income tax expense (benefit) is as follows (in thousands):
|
Year Ended June 30,
|
|||||||||||
|
2016
|
2015
|
2014
|
|||||||||
|
Income tax at blended statutory federal rate
|
$
|
12,618
|
|
$
|
(2,119
|
)
|
$
|
(52,141
|
)
|
||
|
State tax, net of federal benefit
|
(246
|
)
|
197
|
|
(4,296
|
)
|
|||||
|
Foreign exchange rate differential
|
6,571
|
|
26,630
|
|
2,191
|
|
|||||
|
Nondeductible impairments and expenses
|
619
|
|
634
|
|
642
|
|
|||||
|
Unrealized foreign exchange impact
|
(6,091
|
)
|
(3,928
|
)
|
(10,538
|
)
|
|||||
|
Change in tax laws and rates
|
(7,375
|
)
|
(2,080
|
)
|
(476
|
)
|
|||||
|
Change in valuation allowance
|
5,935
|
|
(21,213
|
)
|
65,295
|
|
|||||
|
Other one-time items
|
(10,258
|
)
|
(2,023
|
)
|
—
|
|
|||||
|
Income tax expense (benefit)
|
$
|
1,773
|
|
$
|
(3,902
|
)
|
$
|
677
|
|
||
There were certain one-time tax benefits that impacted the income tax provision. In the year ended June 30, 2016, $10.3 million related to tax basis differences recognized on the sale of IRCG in the U.S. and Canada. In the year ended June 30, 2015, in the U.S., there was a reversal of a previously accrued tax expense and a revised estimate of the income taxes payable, which resulted in a combined benefit of $1.3 million. In Canada, there was a reversal of $0.7 million of income taxes payable as a result of the acquisition of the remaining 50.0% equity interest in Blue Mountain and the subsequent restructuring of the wholly owned interest.
INTRAWEST RESORTS HOLDINGS, INC.
Notes to Consolidated Financial Statements
Deferred tax assets and liabilities as of June 30, 2016 and 2015 consisted of the following (in thousands):
|
June 30,
|
|||||||
|
2016
|
2015
|
||||||
|
Deferred tax assets:
|
|||||||
|
Real estate held for development
|
$
|
38,579
|
|
$
|
37,582
|
|
|
|
Loss carryforwards
|
499,229
|
|
500,485
|
|
|||
|
Differences in working capital deductions for tax and accounting purposes
|
15,905
|
|
16,113
|
|
|||
|
Bank and other indebtedness
|
4,359
|
|
2,303
|
|
|||
|
Intangible assets
|
6,507
|
|
7,189
|
|
|||
|
Investments
|
3,429
|
|
3,598
|
|
|||
|
Property, plant and equipment
|
12,988
|
|
8,273
|
|
|||
|
Other
|
14,213
|
|
18,948
|
|
|||
|
Total gross deferred tax assets
|
595,209
|
|
594,491
|
|
|||
|
Valuation allowance
|
(592,027
|
)
|
(586,092
|
)
|
|||
|
Net deferred tax assets
|
3,182
|
|
8,399
|
|
|||
|
Deferred tax liabilities
|
|||||||
|
Property, plant and equipment
|
159
|
|
3,227
|
|
|||
|
Investments
|
3,161
|
|
2,927
|
|
|||
|
Intangible assets
|
11
|
|
2,324
|
|
|||
|
Total gross deferred tax liabilities
|
3,331
|
|
8,478
|
|
|||
|
Net deferred tax liabilities
|
$
|
149
|
|
$
|
79
|
|
|
As of each of the years June 30, 2016 and 2015, net deferred tax liabilities of $0.1 million are included within other long-term liabilities on the consolidated balance sheets. The gross deferred tax liability is noncurrent and the deferred tax asset, net of the valuation allowance, is also noncurrent. There is no current deferred tax asset due to the valuation allowance.
The increase in the net deferred tax liability from fiscal 2015 to fiscal 2016 is primarily the result of certain Canadian operations. The Company has net operating loss carryforwards for income tax purposes of approximately $1,436 million and $1,465 million as of June 30, 2016 and 2015, respectively, that are available to offset future taxable income and will expire in varying amounts over the next 20 years.
The Company’s net operating loss carryforwards pertaining to federal and foreign jurisdictions will primarily expire after 2025 and consisted of the following (in thousands):
|
June 30,
|
|||||||
|
2016
|
2015
|
||||||
|
United States
|
$
|
954,351
|
|
$
|
951,713
|
|
|
|
Canada
|
481,714
|
|
513,580
|
|
|||
|
$
|
1,436,065
|
|
$
|
1,465,293
|
|
||
The Company believes that uncertainty exists with respect to the future realization of the loss carryforwards and a full valuation allowance has been established for the net operating loss carryforwards. The Company has concluded that it is not more likely than not that the benefit of these losses will be utilized prior to their expiration date.
The Company, or one of its subsidiaries, files income tax returns in the U.S. federal jurisdiction, various states, Canada federal jurisdiction and various provinces. With few exceptions, the Company is no longer subject to federal, state and local examinations by the tax authorities in most jurisdictions for years ending before June 30, 2013. There are currently no ongoing tax examinations in any of the jurisdictions in which the Company files income tax returns.
INTRAWEST RESORTS HOLDINGS, INC.
Notes to Consolidated Financial Statements
A reconciliation of unrecognized tax benefits is as follows (in thousands):
|
2016
|
2015
|
2014
|
|||||||||
|
Balance as of July 1
|
$
|
6,737
|
|
$
|
9,576
|
|
$
|
19,821
|
|
||
|
Additions based on tax positions related to the current year
|
—
|
|
—
|
|
—
|
|
|||||
|
Additions for tax positions of prior years
|
—
|
|
—
|
|
—
|
|
|||||
|
Reductions due to Restructuring
|
—
|
|
—
|
|
(293
|
)
|
|||||
|
Reductions for tax positions of prior years
|
(2,530
|
)
|
(2,839
|
)
|
(9,952
|
)
|
|||||
|
Balance as of June 30
|
$
|
4,207
|
|
$
|
6,737
|
|
$
|
9,576
|
|
||
The remaining uncertain tax benefits balance at June 30, 2016, if recognized, would only reduce net operating losses in the United States and would have no impact on the annual effective tax rate.
Included in the unrecognized tax benefits balance as of June 30, 2016 were $2.9 million of tax positions, which the Company expects will change within 12 months due to settlement or expiration of statutes of limitation.
|
Commitments and Contingencies
|
Letters of Credit
The Company issued letters of credit of $42.8 million and $45.4 million at June 30, 2016 and 2015, respectively, mainly to secure the Company's commitments under the three closed noncontributory defined benefit pension plans covering certain of the Company's former executives and self-insurance claims. These outstanding letters of credit will expire in November 2018.
Legal
The Company is involved in various lawsuits and claims arising in the ordinary course of business and others arising from legacy real estate development. These lawsuits and claims may include, among other things, claims or litigation relating to personal injury and wrongful death, allegations of violations of laws and regulations relating to real estate activities and labor and employment, intellectual property and environmental matters and commercial contract disputes. The Company operates in multiple jurisdictions and, as a result, a claim in one jurisdiction may lead to claims or regulatory penalties in other jurisdictions.
Due to the nature of the activities at the Company's mountain resorts and CMH, the Company is exposed to the risk that customers or employees may be involved in accidents during the use, operation or maintenance of our trails, lifts, helicopters and facilities. As a result, the Company is, from time to time, subject to various lawsuits and claims in the ordinary course of business related to injuries occurring at the Company's properties.
In addition, the Company's pre-2010 legacy real estate development and sales activities, combined with the significant downward shift in real estate asset values that occurred in 2007 and 2008, resulted in claims arising in the ordinary course of business being filed against the Company by owners and prospective purchasers of residences of the Company's real estate developments. In some instances, the Company has been named as a defendant in lawsuits alleging construction defects at certain of the Company's existing developments or that the Company failed to construct planned amenities. In other lawsuits, purchasers are seeking rescission of real estate purchases and/or return of deposits paid on pre-construction purchase and sale agreements. These claims are related to alleged violations of state and federal laws that require providing purchasers with disclosures mandated under the Interstate Land Sales Act and similar state laws.
The Company believes that it has adequate insurance coverage or has adequately accrued for loss contingencies for all material matters in which it believes a loss is probable and the amount of the loss is reasonably estimable. Although the ultimate outcome of claims cannot be ascertained, current pending and threatened claims are not expected to have a material adverse effect, individually or in the aggregate, on the Company's financial position, results of operations or cash flows.
INTRAWEST RESORTS HOLDINGS, INC.
Notes to Consolidated Financial Statements
Government Grants and Loans
The federal government of Canada and the provincial government of Quebec have granted financial assistance to certain subsidiaries of the Company in the form of reimbursable loans and forgivable grants for the construction of specified tourist facilities at Tremblant. The unamortized balance of forgivable government grants received is included in other long-term liabilities in the accompanying consolidated balance sheets and recorded as a reduction in depreciation expense of the related fixed asset or a reduction in cost of sales for property under development at the time a sale is recognized. Reimbursable government loans are included in long-term debt and long-term debt due within one year in the accompanying consolidated balance sheets. The reimbursable government loans have a weighted average borrowing rate of 6.4%.
Reimbursable government loans and forgivable grants as of June 30, 2016 and 2015 in CAD and USD equivalent are as follows (in thousands):
|
June 30,
|
|||||||||||||||
|
2016
|
2015
|
||||||||||||||
|
CAD
|
USD Equivalent
|
CAD
|
USD Equivalent
|
||||||||||||
|
Loans
|
$
|
241
|
|
$
|
185
|
|
$
|
1,237
|
|
$
|
992
|
|
|||
|
Grants
|
|||||||||||||||
|
Received
|
$
|
89,298
|
|
$
|
68,643
|
|
$
|
89,298
|
|
$
|
71,587
|
|
|||
|
Future advances
|
31,421
|
|
24,153
|
|
31,421
|
|
25,189
|
|
|||||||
|
Total grants
|
$
|
120,719
|
|
$
|
92,796
|
|
$
|
120,719
|
|
$
|
96,776
|
|
|||
Commitments
The following summarizes our principal contractual commitments, excluding open orders for purchases that support normal operations, as of June 30, 2016 (in thousands):
|
2017
|
2018
|
2019
|
2020
|
2021
|
Thereafter
|
Total
|
|||||||||||||||||||||
|
Debt principal and interest
|
$
|
28,654
|
|
$
|
34,229
|
|
$
|
34,614
|
|
$
|
35,333
|
|
$
|
549,618
|
|
$
|
291
|
|
$
|
682,739
|
|
||||||
|
Capital leases obligations
|
4,848
|
|
5,595
|
|
5,579
|
|
5,572
|
|
5,509
|
|
63,992
|
|
91,095
|
|
|||||||||||||
|
Operating leases
|
9,321
|
|
6,601
|
|
5,510
|
|
3,791
|
|
2,530
|
|
4,983
|
|
32,736
|
|
|||||||||||||
|
Purchase obligations and service contracts
|
4,953
|
|
2,445
|
|
913
|
|
317
|
|
—
|
|
—
|
|
8,628
|
|
|||||||||||||
|
Total commitments
|
$
|
47,776
|
|
$
|
48,870
|
|
$
|
46,616
|
|
$
|
45,013
|
|
$
|
557,657
|
|
$
|
69,266
|
|
$
|
815,198
|
|
||||||
Capital lease obligations above includes total minimum lease payments of $91.1 million and amounts representing interest of approximately $52.6 million, resulting in a present value of net minimum lease payments of $38.5 million. Capital lease obligations are primarily for equipment except for the lease of Winter Park ski resort. The Winter Park capital lease requires annual payments, a portion of which are contingent on future annual gross revenue levels. As such, the obligation associated with the contingent portion of the payments is not readily determinable and has not been recorded. The Company is contractually obligated to make certain debt service payments on behalf of Winter Park Recreational Association ("WPRA") as a requirement of the lease agreement. Subsequent to June 30, 2016, the WPRA refinanced its debt obligation resulting in the debt becoming due August 31, 2021. As a result, the Company reclassified the related portion of its capital lease obligation from short-term to long-term in the consolidated balance sheet as of June 30, 2016 as well as reflected the revised cash flow obligations in the Commitments table above.
The leases have remaining terms ranging from 1 years to 36 years and have a weighted average interest rate of 10.0%. Total interest expense related to capital leases for the years ended June 30, 2016, 2015 and 2014 was $3.1 million, $3.3 million and $2.8 million.
Total rent expense recorded in operating expenses in the accompanying consolidated statements of operations for the years ended June 30, 2016, 2015 and 2014 was $15.5 million, $15.5 million and $15.1 million, respectively.
INTRAWEST RESORTS HOLDINGS, INC.
Notes to Consolidated Financial Statements
Other
The Company holds forestry licenses and land leases with respect to certain of its resort operations. These leases expire at various times between 2017 and 2047 and provide for annual payments of approximately 2.0% of defined gross revenue. Payments for forestry licenses and land leases for the years ended June 30, 2016, 2015 and 2014 were $3.6 million, $3.1 million and $2.8 million, respectively.
|
Employee Benefit Plans
|
The Company has three closed noncontributory defined benefit pension plans, one registered and two nonregistered, covering certain of its former executives ("Executive plans"). In addition to these plans, one of the Company’s mountain resorts has two closed defined benefit pension plans covering certain employees ("Employee plans"). There are no additional service costs to the Company on any of the plans.
Benefit Obligations and Funded Status
A summary of the funded status of the Company's pension plans at June 30, 2016 and 2015 is as follows (in thousands):
|
Executive plans
|
Employee plans
|
|||||||||||||||
|
2016
|
2015
|
2016
|
2015
|
|||||||||||||
|
Change in benefit obligations:
|
||||||||||||||||
|
Benefit obligation at beginning of year:
|
$
|
34,547
|
|
$
|
40,730
|
|
$
|
11,161
|
|
$
|
11,530
|
|
||||
|
Interest cost
|
1,199
|
|
1,358
|
|
417
|
|
419
|
|
||||||||
|
Actuarial (gains) losses
|
1,981
|
|
(89
|
)
|
1,080
|
|
(36
|
)
|
||||||||
|
Benefits paid
|
(1,810
|
)
|
(2,025
|
)
|
(448
|
)
|
(752
|
)
|
||||||||
|
Foreign currency translation
|
(1,425
|
)
|
(5,427
|
)
|
—
|
|
—
|
|
||||||||
|
Benefit obligation at end of year
|
$
|
34,492
|
|
$
|
34,547
|
|
$
|
12,210
|
|
$
|
11,161
|
|
||||
|
Change in plan assets:
|
||||||||||||||||
|
Fair value of plan assets at beginning of year:
|
$
|
5,550
|
|
$
|
6,256
|
|
$
|
7,008
|
|
$
|
6,906
|
|
||||
|
Actual return of assets
|
56
|
|
91
|
|
(68
|
)
|
57
|
|
||||||||
|
Employer contributions
|
1,887
|
|
2,145
|
|
1,202
|
|
797
|
|
||||||||
|
Benefits paid
|
(1,810
|
)
|
(2,025
|
)
|
(448
|
)
|
(752
|
)
|
||||||||
|
Foreign currency translation
|
(225
|
)
|
(917
|
)
|
—
|
|
—
|
|
||||||||
|
Fair value of plan assets at end of year
|
$
|
5,458
|
|
$
|
5,550
|
|
$
|
7,694
|
|
$
|
7,008
|
|
||||
|
Funded status as of June 30:
|
||||||||||||||||
|
Fair value of plan assets
|
$
|
5,458
|
|
$
|
5,550
|
|
$
|
7,694
|
|
$
|
7,008
|
|
||||
|
Benefit obligations
|
34,492
|
|
34,547
|
|
12,210
|
|
11,161
|
|
||||||||
|
Funded status
|
$
|
(29,034
|
)
|
$
|
(28,997
|
)
|
$
|
(4,516
|
)
|
$
|
(4,153
|
)
|
||||
|
Amounts recognized in Statements of Financial Position:
|
||||||||||||||||
|
Noncurrent liabilities
|
$
|
29,034
|
|
$
|
28,997
|
|
$
|
4,516
|
|
$
|
4,153
|
|
||||
|
Net amount recognized
|
$
|
29,034
|
|
$
|
28,997
|
|
$
|
4,516
|
|
$
|
4,153
|
|
||||
|
Amounts recognized in Accumulated Other Comprehensive Income:
|
||||||||||||||||
|
Net actuarial loss
|
$
|
9,584
|
|
$
|
8,273
|
|
$
|
4,656
|
|
$
|
3,676
|
|
||||
The net liability of all pension plans is included in other long‑term liabilities on the consolidated balance sheets (see Note 5, "Supplementary Balance Sheet Information"). The accumulated benefit obligation for all pension plans was $46.7 million and $45.7 million as of June 30, 2016 and 2015, respectively.
The Company has issued letters of credit aggregating $32.5 million and $33.9 million as of June 30, 2016 and 2015, respectively, as security for its obligations under the Executive plans.
INTRAWEST RESORTS HOLDINGS, INC.
Notes to Consolidated Financial Statements
Components of Net Periodic Benefit Cost
The net periodic benefit cost of the Company's pension plans for the years ended June 30, 2016, 2015 and 2014 was as follows (in thousands):
|
Executive plans
|
Employee plans
|
||||||||||||||||||||||
|
2016
|
2015
|
2014
|
2016
|
2015
|
2014
|
||||||||||||||||||
|
Interest cost
|
$
|
1,199
|
|
$
|
1,358
|
|
$
|
1,549
|
|
$
|
417
|
|
$
|
419
|
|
$
|
442
|
|
|||||
|
Expected return on assets
|
(67
|
)
|
(93
|
)
|
(133
|
)
|
(269
|
)
|
(389
|
)
|
(382
|
)
|
|||||||||||
|
Amortization of net actuarial loss
|
381
|
|
433
|
|
305
|
|
314
|
|
346
|
|
261
|
|
|||||||||||
|
Settlement cost
|
—
|
|
—
|
|
—
|
|
123
|
|
206
|
|
248
|
|
|||||||||||
|
Net periodic benefit cost
|
$
|
1,513
|
|
$
|
1,698
|
|
$
|
1,721
|
|
$
|
585
|
|
$
|
582
|
|
$
|
569
|
|
|||||
|
Current year actuarial (gain) loss
|
$
|
1,992
|
|
$
|
(87
|
)
|
$
|
3,681
|
|
$
|
1,417
|
|
$
|
296
|
|
$
|
849
|
|
|||||
|
Foreign currency translation
|
(300
|
)
|
(1,359
|
)
|
(85
|
)
|
—
|
|
—
|
|
—
|
|
|||||||||||
|
Amortization of net actuarial loss
|
(381
|
)
|
(433
|
)
|
(305
|
)
|
(436
|
)
|
(552
|
)
|
(509
|
)
|
|||||||||||
|
Total recognized in other comprehensive income
|
$
|
1,311
|
|
$
|
(1,879
|
)
|
$
|
3,291
|
|
$
|
981
|
|
$
|
(256
|
)
|
$
|
340
|
|
|||||
|
Total recognized in net periodic cost and other comprehensive income
|
$
|
2,824
|
|
$
|
(181
|
)
|
$
|
5,012
|
|
$
|
1,566
|
|
$
|
326
|
|
$
|
909
|
|
|||||
As of June 30, 2016, there is approximately $0.9 million of previously unrecognized actuarial losses in AOCI expected to be recognized in net periodic benefit cost during fiscal year 2017. There are no prior service costs.
Assumptions
The discount rates used to determine the obligations of the Executive and Employee plans at the measurement date of June 30, 2016 were based on hypothetical yield curves using high quality corporate bonds in Canada and the U.S. The average timing of benefit payments was compared to average timing of cash flows from the long-term bonds to assess potential timing adjustments. The resulting discount rates were 3.3%, 3.8%, and 3.2% as of June 30, 2016 for the Canadian Executive plans, U.S. Executive plans, and Employee plans, respectively.
The expected long-term rate of return assumption for plan assets, for both the Executive and Employee plans, employs a building block approach based on historical markets and historical relationship between equities and fixed income investments. Current market factors are also evaluated.
The weighted average assumptions used to determine the Company's benefit obligations at June 30 were as follows:
|
Executive plans
|
Employee plans
|
||||||||||
|
2016
|
2015
|
2016
|
2015
|
||||||||
|
Discount rate
|
3.3
|
%
|
3.8
|
%
|
3.2
|
%
|
3.9
|
%
|
|||
|
Expected rate of return on plan assets
|
1.9
|
%
|
2.0
|
%
|
4.2
|
%
|
4.1
|
%
|
|||
The weighted average assumptions used to determine the Company's net periodic benefit cost for the years 2016, 2015 and 2014 were as follows:
|
Executive plans
|
Employee plans
|
||||||||||||||||
|
2016
|
2015
|
2014
|
2016
|
2015
|
2014
|
||||||||||||
|
Discount rate
|
3.8
|
%
|
3.8
|
%
|
4.3
|
%
|
3.9
|
%
|
3.8
|
%
|
4.4
|
%
|
|||||
|
Expected rate of return on plan assets
|
2.0
|
%
|
2.4
|
%
|
2.0
|
%
|
4.1
|
%
|
6.1
|
%
|
6.0
|
%
|
|||||
INTRAWEST RESORTS HOLDINGS, INC.
Notes to Consolidated Financial Statements
Plan Assets
The fair value of plan assets as of June 30, 2016, by asset category, is as follows (in thousands):
|
Fair Value Measurements Using:
|
|||||||||||
|
Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)
|
Investments Measured at Net Asset Value
|
Total
|
|||||||||
|
Executive plans:
|
|||||||||||
|
Cash and cash equivalents:
|
|||||||||||
|
Cash (1)
|
$
|
813
|
|
$
|
—
|
|
$
|
813
|
|
||
|
Restricted cash (2)
|
3,809
|
|
—
|
|
3,809
|
|
|||||
|
Investments measured at net asset value (3)
|
—
|
|
836
|
|
836
|
|
|||||
|
Executive plan total
|
$
|
4,622
|
|
$
|
836
|
|
$
|
5,458
|
|
||
|
Employee plans:
|
|||||||||||
|
Cash and cash equivalents (4)
|
$
|
305
|
|
$
|
—
|
|
305
|
|
|||
|
Investments measured at net asset value (3)
|
—
|
|
7,389
|
|
7,389
|
|
|||||
|
Employee plan total
|
$
|
305
|
|
$
|
7,389
|
|
$
|
7,694
|
|
||
The fair value of plan assets as of June 30, 2015, by asset category, is as follows (in thousands):
|
Fair Value Measurements Using:
|
|||||||||||
|
Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1)
|
Investments Measured at Net Asset Value
|
Total
|
|||||||||
|
Executive plans:
|
|||||||||||
|
Cash and cash equivalents:
|
|||||||||||
|
Cash (1)
|
$
|
739
|
|
$
|
—
|
|
$
|
739
|
|
||
|
Restricted cash (2)
|
3,850
|
|
—
|
|
3,850
|
|
|||||
|
Investments measured at net asset value (3)
|
—
|
|
961
|
|
961
|
|
|||||
|
Executive plan total
|
$
|
4,589
|
|
$
|
961
|
|
$
|
5,550
|
|
||
|
Employee plans:
|
|||||||||||
|
Cash and cash equivalents (4)
|
$
|
198
|
|
$
|
—
|
|
$
|
198
|
|
||
|
Investments measured at net asset value (3)
|
—
|
|
6,810
|
|
6,810
|
|
|||||
|
Employee plan total
|
$
|
198
|
|
$
|
6,810
|
|
$
|
7,008
|
|
||
|
(1)
|
This category is cash held in Canadian dollars used to pay benefits and the fair value is the carrying amount.
|
|
(2)
|
This category includes funds that are held in a non-interest bearing refundable tax account by the Receiver General of Canada.
|
|
(3)
|
Certain investments that are measured at fair value using the net asset value ("NAV") per share practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in the table are intended to permit reconciliation of the fair value hierarchy to total plan assets, which is presented net of the benefit obligation on the consolidated balance sheets. Within the Executive plan, investments measured at NAV include:
|
•Canadian equity pooled funds: Investments in pooled funds that invest in diversified portfolio of equity securities of Canadian companies. The funds are benchmarked against the S&P/TSX Total Return index.
INTRAWEST RESORTS HOLDINGS, INC.
Notes to Consolidated Financial Statements
Within the Employee plan, investments measured at NAV include:
•Large cap growth funds: Investments in pooled funds with the aim to achieve capital appreciation by investing primarily in equity securities of all market capitalizations, including high quality companies with larger market capitalizations. The funds are benchmarked to the Russell 1000 Value index and the Russell 3000 Growth index.
•Large cap value funds: Investments in pooled funds with the aim to achieve long-term capital appreciation by investing in the common stocks of well-established companies. The funds invest a majority of the fund’s net assets in equity securities of large capitalization companies and may also invest assets in equities of foreign issuers through ADRs and similar investments. The funds are benchmarked to the Russell 1000 Value index.
•Large cap blended funds: Investments in pooled funds with the aim to achieve capital appreciation by investing primarily in equity securities of companies that compose the S&P 500 index. The funds are benchmarked to the S&P 500 index.
•Small cap funds: Investments in pooled funds with the aim to achieve long-term capital appreciation. The funds invest a majority of the fund’s net assets in equity securities of U.S. small-cap companies and may also invest its net assets in foreign securities or derivatives including futures contracts, options and swaps and exchange traded funds. The funds are benchmarked to the Russell 2000 Growth and Value index.
•Mid cap funds: Investments in pooled funds with the aim to achieve capital appreciation by investing primarily in equity securities of companies that compose the S&P mid-cap 400 index. The funds are benchmarked to the S&P 400 mid-cap index.
•International equities: Investments in pooled funds with the aim to achieve long-term total return, principally from growth of capital. The funds invest primarily in common and preferred stocks of foreign companies, including those located in emerging market countries. The majority of the funds’ net assets are invested in stocks of international companies that fall within the market capitalization of the MSCI EAFE index. The funds are benchmarked to the MSCI EAFE index.
•Total return bond funds: Funds seeks total return, consisting of income and capital appreciation. Under normal circumstances, the funds invest at least 80% of their net assets in investment-grade bonds or fixed grade income securities, up to 25% of the funds’ total assets in asset-backed securities, and up to 20% of the funds’ total assets in U.S. dollar denominated debt securities of foreign issuers. The funds are benchmarked to the Barclays Capital U.S. Aggregate Bond index.
|
(4)
|
This category includes investments in short term U.S. denominated money market instruments of domestic and foreign issuers. The fund is benchmarked to Lipper Institutional Money Market Funds Average and the Citigroup 3-months T-bill.
|
Transfers between levels of the fair value hierarchy are recognized at the end of the fiscal year, which generally coincides with the Company's valuation process. During the years ended June 30, 2016 and 2015, there were no pension asset transfers between the levels of the fair value hierarchy.
The Executive and Employee plans employ a total return investment approach whereby a mix of equities and fixed income investments are used to maximize the long‑term return of plan assets for a prudent level of risk. Risk tolerance is established through careful consideration of plan liabilities and plan funded status. The investment portfolio contains a diversified blend of equity and fixed income investments. Furthermore, equity investments are diversified across U.S. and non‑U.S. stocks, as well as growth, value, and small and large capitalizations. Investment risk and surplus risk (i.e., plan assets minus plan liabilities) are measured and monitored on an ongoing basis through quarterly investment portfolio reviews, annual liability measurements and periodic asset/liability studies.
The asset allocation strategy varies by plan. The following table reflects the 2016 target asset allocation, as well as the actual asset allocations, by asset category, for the Company's pension plans as of June 30, 2016 and 2015:
|
2016 Target Allocation
|
Executive plans
|
2016 Target Allocation
|
Employee plans
|
||||||||||||||
|
Asset Category
|
2016
|
2015
|
2016
|
2015
|
|||||||||||||
|
Equity securities
|
3
|
%
|
4
|
%
|
4
|
%
|
40
|
%
|
41
|
%
|
43
|
%
|
|||||
|
Fixed income securities
|
12
|
%
|
11
|
%
|
13
|
%
|
57
|
%
|
55
|
%
|
54
|
%
|
|||||
|
Cash
|
84
|
%
|
85
|
%
|
83
|
%
|
3
|
%
|
4
|
%
|
3
|
%
|
|||||
Estimated Future Benefit Payments
As of June 30, 2016, the estimated undiscounted future benefit payments for the next 10 fiscal years are as follows (in thousands):
|
Executive plans
|
Employee plans
|
||||||
|
2017
|
$
|
1,880
|
|
$
|
1,405
|
|
|
|
2018
|
1,946
|
|
1,256
|
|
|||
|
2019
|
1,965
|
|
1,092
|
|
|||
|
2020
|
1,955
|
|
853
|
|
|||
|
2021
|
1,945
|
|
738
|
|
|||
|
2022 – 2026
|
9,523
|
|
3,418
|
|
|||
INTRAWEST RESORTS HOLDINGS, INC.
Notes to Consolidated Financial Statements
The estimated benefit payments above are based on the same assumptions used to measure the Company's benefit obligation as of June 30, 2016. The Company expects to contribute $2.5 million to the pension plans in fiscal year 2017.
|
Related Party Transactions
|
For the year ended June 30, 2016, the Company provided immaterial legal, tax advisory and bookkeeping services to various entities controlled by Fortress.
|
Segment Information
|
The Company currently manages and reports operating results through three segments: Mountain, Adventure and Real Estate. The Mountain segment includes the operations of the Company’s mountain resorts and related ancillary activities. The Mountain segment earns revenue from a variety of activities, including lift revenue, lodging revenue, ski school revenue, retail and rental revenue, food and beverage revenue, and other revenue. The Adventure segment generates revenue from the sale of helicopter accessed skiing, mountaineering and hiking adventure packages, and ancillary services, such as fire suppression services, leasing, and maintenance, repair and overhaul of aircraft. The Real Estate segment includes management of condominium hotel properties and real estate management, including marketing and sales activities, as well as real estate development activities. The Real Estate segment includes the results of IRCG, a vacation club business, prior to the Disposition Date.
Each of the Company’s segments offers distinctly different products and services and requires different types of management focus. As such, these segments are managed separately. In deciding how to allocate resources and assess performance, the Company’s Chief Operating Decision Maker (“CODM”) regularly evaluates the performance of the Company's segments on the basis of revenue and earnings, which are adjusted for certain items set forth in the reconciliation below, including interest, taxes, depreciation and amortization (“Adjusted EBITDA”). The Company also evaluates Adjusted EBITDA as a key compensation measure. The compensation committee of the board of directors determines the annual variable compensation for certain members of the management team based, in part, on Adjusted EBITDA. Adjusted EBITDA is useful when comparing the segment performance over various reporting periods because it removes from the operating results the impact of items that the Company's management believes do not reflect the core operating performance.
Adjusted EBITDA should not be considered an alternative to, or more meaningful than, net income (loss) or other measures of financial performance or liquidity derived in accordance with GAAP. Adjusted EBITDA may not be comparable to similarly titled measures of other companies because other entities may not calculate Adjusted EBITDA in the same manner as the Company. The Company's definition of Adjusted EBITDA is generally consistent with the definition of Consolidated EBITDA in the Credit Agreement, with exceptions related to not adjusting for recurring public company costs and foreign currency translation adjustments related to operational activities and adjusting for executive management restructuring costs.
The Company defines Adjusted EBITDA as net income (loss) attributable to Intrawest Resorts Holdings, Inc. before interest expense, net (excluding interest income earned from receivables related to IRCG operations through the Disposition Date), income tax benefit or expense and depreciation and amortization, further adjusted to exclude certain items, including, but not limited to: (i) impairments of goodwill, real estate and long-lived assets; (ii) gains and losses on asset dispositions; (iii) earnings and losses from equity method investments; (iv) gains and losses from remeasurement of equity method investments; (v) gains and losses on extinguishment of debt; (vi) other income or expense; (vii) earnings and losses attributable to noncontrolling interest; (viii) discontinued operations, net of tax; and (ix) other items, which include revenue and expenses of legacy and other non-core operations, restructuring charges and associated severance expenses, non-cash compensation and other items. For purposes of calculating Adjusted EBITDA, the Company also adds back to net income (loss) attributable to Intrawest Resorts Holdings, Inc., the pro rata share of Adjusted EBITDA related to equity method investments included within the segments and removes from Adjusted EBITDA the Adjusted EBITDA attributable to noncontrolling interests for entities consolidated within the segments. Asset information by segment, except for capital expenditures as shown in the table below, is not included in reports used by the CODM in monitoring of performance and, therefore, is not disclosed.
The accounting policies of the segments are the same as those described in Note 2, "Significant Accounting Policies". Transactions among segments are accounted for as if the sales or transfers were to third parties, or, in other words, at current market prices.
INTRAWEST RESORTS HOLDINGS, INC.
Notes to Consolidated Financial Statements
The following table presents consolidated revenue and net income (loss) reconciled to Adjusted EBITDA and Adjusted EBITDA by segment, (in thousands):
|
Year Ended June 30,
|
|||||||||||
|
2016
|
2015
|
2014
|
|||||||||
|
Revenue:
|
|||||||||||
|
Mountain
|
|||||||||||
|
Lift (1)
|
$
|
179,841
|
|
$
|
182,286
|
|
$
|
151,490
|
|
||
|
Lodging
|
60,129
|
|
57,814
|
|
42,294
|
|
|||||
|
Ski School (2)
|
30,974
|
|
33,086
|
|
28,943
|
|
|||||
|
Retail and Rental
|
51,984
|
|
56,125
|
|
45,214
|
|
|||||
|
Food and Beverage
|
57,234
|
|
56,726
|
|
46,335
|
|
|||||
|
Other
|
41,170
|
|
39,892
|
|
36,587
|
|
|||||
|
Total Mountain revenue
|
421,332
|
|
425,929
|
|
350,863
|
|
|||||
|
Adventure revenue
|
104,405
|
|
96,799
|
|
102,070
|
|
|||||
|
Real Estate revenue
|
42,433
|
|
59,274
|
|
58,530
|
|
|||||
|
Total segment revenue
|
568,170
|
|
582,002
|
|
511,463
|
|
|||||
|
Legacy, non-core and other revenue (3)
|
2,742
|
|
5,587
|
|
13,790
|
|
|||||
|
Total revenue
|
$
|
570,912
|
|
$
|
587,589
|
|
$
|
525,253
|
|
||
|
Net income (loss) attributable to Intrawest Resorts Holdings, Inc.
|
$
|
40,873
|
|
$
|
(6,920
|
)
|
$
|
(189,417
|
)
|
||
|
Legacy and other non-core expenses, net (4)
|
6,226
|
|
3,663
|
|
4,164
|
|
|||||
|
Other operating expenses (5)
|
8,074
|
|
9,789
|
|
11,200
|
|
|||||
|
Depreciation and amortization
|
60,123
|
|
59,076
|
|
55,413
|
|
|||||
|
(Gain) on sale of Intrawest Resort Club Group
|
(40,401
|
)
|
—
|
|
—
|
|
|||||
|
(Gain) loss on disposal of assets
|
(1,926
|
)
|
(2,280
|
)
|
267
|
|
|||||
|
Impairment of real estate and long-lived assets
|
—
|
|
—
|
|
871
|
|
|||||
|
Loss on remeasurement of equity method investment
|
—
|
|
1,454
|
|
—
|
|
|||||
|
Interest income, net (6)
|
(936
|
)
|
(274
|
)
|
(319
|
)
|
|||||
|
Interest expense on third party debt
|
40,377
|
|
43,891
|
|
53,004
|
|
|||||
|
Interest expense on notes payable to affiliates
|
—
|
|
—
|
|
119,858
|
|
|||||
|
(Earnings) loss from equity method investments (7)
|
(1,933
|
)
|
3,810
|
|
271
|
|
|||||
|
Pro rata share of EBITDA related to equity method investments (unaudited) (8), (9)
|
3,570
|
|
3,252
|
|
9,153
|
|
|||||
|
Adjusted EBITDA attributable to noncontrolling interest
|
(3,151
|
)
|
(2,484
|
)
|
(620
|
)
|
|||||
|
Loss on extinguishment of debt
|
—
|
|
676
|
|
35,480
|
|
|||||
|
Other (income) expense, net
|
(1,757
|
)
|
1,128
|
|
823
|
|
|||||
|
Income tax expense (benefit)
|
1,773
|
|
(3,902
|
)
|
677
|
|
|||||
|
Income attributable to noncontrolling interest
|
2,193
|
|
1,821
|
|
369
|
|
|||||
|
Total Adjusted EBITDA
|
$
|
113,105
|
|
$
|
112,700
|
|
$
|
101,194
|
|
||
|
Mountain adjusted EBITDA (8)
|
$
|
84,334
|
|
$
|
88,972
|
|
$
|
75,417
|
|
||
|
Adventure adjusted EBITDA (10)
|
22,146
|
|
13,305
|
|
16,558
|
|
|||||
|
Real Estate adjusted EBITDA (11)
|
6,625
|
|
10,423
|
|
9,219
|
|
|||||
|
Total Adjusted EBITDA
|
$
|
113,105
|
|
$
|
112,700
|
|
$
|
101,194
|
|
||
|
(1)
|
Lift revenue outside of the ski season is derived from mountain biking and sightseeing lift products.
|
INTRAWEST RESORTS HOLDINGS, INC.
Notes to Consolidated Financial Statements
|
(2)
|
Ski School revenue outside of the ski season is derived from mountain bike instruction at various resorts.
|
|
(3)
|
Legacy, non-core and other revenue represents legacy and other non-core operations that are not reviewed regularly by the CODM to assess performance and make decisions regarding the allocation of resources. It includes legacy real estate asset sales, divested non-core operations, and non-core retail revenue. Included in the year ended June 30, 2014 was $10.9 million of revenue from sales of non-core real estate held for development.
|
|
(4)
|
Legacy and other non-core expenses, net represents revenue and expenses of legacy and other non-core operations that are not reviewed regularly by the CODM to assess performance and make decisions regarding the allocation of resources. Revenue and expenses related to legacy and other non-core operations include retail operations not located at the Company’s properties and legacy litigation consisting of claims for damages related to alleged construction defects, purported disclosure violations in real estate marketing sales and documents, and allegations that the Company failed to construct planned amenities.
|
|
(5)
|
Includes costs related to the Company's initial public offering, non-cash compensation, reduction in workforce severance, executive management restructuring costs, lease payments pursuant to the lease at Winter Park and other expenses.
|
|
(6)
|
Includes interest income unrelated to IRCG financing activities.
|
|
(7)
|
Represents the losses from equity method investments, including: Chateau M.T. Inc., Mammoth Hospitality Management L.L.C., the Mammoth family of resorts, and Blue Mountain prior to the Blue Mountain Acquisition.
|
|
(8)
|
Includes the Company’s pro rata share of Adjusted EBITDA from its equity method investment in Blue Mountain prior to the Blue Mountain Acquisition. The pro rata share of Adjusted EBITDA represents the share of Adjusted EBITDA from the equity method investment based on the Company’s economic ownership percentage.
|
|
(9)
|
Includes the Company’s pro rata share of EBITDA from its equity method investments in Mammoth Hospitality Management L.L.C. and Chateau M.T. Inc. The pro rata share of Adjusted EBITDA represents the Company’s share of Adjusted EBITDA from these equity method investments based on the Company's economic ownership percentages.
|
|
(10)
|
Adventure segment Adjusted EBITDA excludes Adjusted EBITDA attributable to noncontrolling interest.
|
|
(11)
|
Real Estate segment Adjusted EBITDA includes interest income earned from receivables related to the IRCG operations in the amount of $1.9 million, $3.9 million, and $4.4 million for the years ended June 30, 2016, 2015 and 2014, respectively.
|
Capital Expenditures
The following table presents capital expenditures for each segment, reconciled to consolidated amounts for the years ended June 30, 2016, 2015 and 2014 (in thousands):
|
Year Ended June 30,
|
||||||||||||
|
2016
|
2015
|
2014
|
||||||||||
|
Capital expenditures:
|
||||||||||||
|
Mountain
|
$
|
35,285
|
|
$
|
33,004
|
|
$
|
32,707
|
|
|||
|
Adventure
|
9,994
|
|
4,425
|
|
6,891
|
|
||||||
|
Real Estate
|
307
|
|
501
|
|
772
|
|
||||||
|
Total segment capital expenditures
|
45,586
|
|
37,930
|
|
40,370
|
|
||||||
|
Corporate and other
|
5,493
|
|
3,943
|
|
4,872
|
|
||||||
|
Total capital expenditures
|
$
|
51,079
|
|
$
|
41,873
|
|
$
|
45,242
|
|
|||
Geographic Data
The Company’s revenue by geographic region for the years ended June 30, 2016, 2015 and 2014 consisted of the following (in thousands):
|
Year Ended June 30,
|
||||||||||||
|
2016
|
2015
|
2014
|
||||||||||
|
Revenue:
|
||||||||||||
|
United States
|
$
|
337,104
|
|
|
$
|
348,336
|
|
|
$
|
326,406
|
|
|
|
Canada
|
233,808
|
|
239,253
|
|
198,847
|
|
||||||
|
Total revenue
|
$
|
570,912
|
|
$
|
587,589
|
|
$
|
525,253
|
|
|||
INTRAWEST RESORTS HOLDINGS, INC.
Notes to Consolidated Financial Statements
The Company’s long-lived assets by geographic region for the years ended June 30, 2016 and 2015 consisted of the following (in thousands):
|
Year Ended June 30,
|
||||||||
|
2016
|
2015
|
|||||||
|
Long-lived assets:
|
||||||||
|
United States
|
$
|
521,328
|
|
$
|
525,941
|
|
||
|
Canada
|
283,443
|
|
304,166
|
|
||||
|
Total long-lived assets
|
$
|
804,771
|
|
$
|
830,107
|
|
||
The following tables contain selected unaudited statement of operations information for each quarter of each of the years ended June 30, 2016 and June 30, 2015 (in thousands, except per share data):
|
Three Months Ended
|
|||||||||||||||
|
June 30, 2016
|
March 31, 2016
|
December 31, 2015
|
September 30, 2015
|
||||||||||||
|
Revenue
|
$
|
65,051
|
|
$
|
315,706
|
|
$
|
103,951
|
|
$
|
86,204
|
|
|||
|
Income (loss) from operations
|
(45,339
|
)
|
181,380
|
|
(25,981
|
)
|
(31,397
|
)
|
|||||||
|
Net income (loss)
|
(58,974
|
)
|
175,476
|
|
(28,013
|
)
|
(45,423
|
)
|
|||||||
|
Net income (loss) attributable to Intrawest Resorts Holdings, Inc.
|
$
|
(59,220
|
)
|
$
|
174,470
|
|
$
|
(27,305
|
)
|
$
|
(47,072
|
)
|
|||
|
Net income (loss) attributable to Intrawest Resorts Holdings, Inc. per share:
|
|||||||||||||||
|
Basic
|
$
|
(1.49
|
)
|
$
|
4.09
|
|
$
|
(0.60
|
)
|
$
|
(1.04
|
)
|
|||
|
Diluted
|
$
|
(1.49
|
)
|
$
|
4.08
|
|
$
|
(0.60
|
)
|
$
|
(1.04
|
)
|
|||
|
Three Months Ended
|
|||||||||||||||
|
June 30, 2015
|
March 31, 2015
|
December 31, 2014
|
September 30, 2014
|
||||||||||||
|
Revenue
|
$
|
70,590
|
|
$
|
321,824
|
|
$
|
120,802
|
|
$
|
74,373
|
|
|||
|
Income (loss) from operations
|
(40,320
|
)
|
138,617
|
|
(21,961
|
)
|
(39,914
|
)
|
|||||||
|
Net income (loss)
|
(52,605
|
)
|
129,793
|
|
(32,189
|
)
|
(50,098
|
)
|
|||||||
|
Net income (loss) attributable to Intrawest Resorts Holdings, Inc.
|
$
|
(53,566
|
)
|
$
|
128,694
|
|
$
|
(31,073
|
)
|
$
|
(50,975
|
)
|
|||
|
Net income (loss) attributable to Intrawest Resorts Holdings, Inc. per share:
|
|||||||||||||||
|
Basic and diluted
|
$
|
(1.19
|
)
|
$
|
2.85
|
|
$
|
(0.69
|
)
|
$
|
(1.13
|
)
|
|||
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Annual Report on Form 10-K. Based on that evaluation, management, with the participation of the Chief Executive Officer and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures, as of the end of the period covered by this Annual Report on Form 10-K, are functioning effectively to provide reasonable assurance that the information required to be disclosed by the Company in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. A controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
Management's Report on Internal Control over Financial Reporting
The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934, as amended. Management has assessed the effectiveness of our internal control over financial reporting as of June 30, 2016 based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of June 30, 2016, the Company's internal control over financial reporting was effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Change in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) during the quarter ended June 30, 2016 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
(a) Index to Financial Statements and Financial Statement Schedules.
(1) See "Item 8. Financial Statements and Supplementary Data" for the index to the Financial Statements and Schedules.
(2) Schedule II - Valuation and Qualifying Accounts. All other schedules have been omitted because the required information is not applicable or because the information required has been included in the financial statements or notes thereto.
(3) See the Index to Exhibits immediately following the signature page of this Annual Report on Form 10-K.
Schedule II - Valuation and Qualifying Accounts and Reserves
|
Balance at Beginning of Period
|
Charged to Costs and Expenses
|
Deductions
|
Balance at End of Period
|
||||||||||||
|
(in thousands)
|
|||||||||||||||
|
2016
|
|||||||||||||||
|
Valuation Allowance on Income Taxes
|
$
|
(586,092
|
)
|
$
|
—
|
|
$
|
(5,935
|
)
|
$
|
(592,027
|
)
|
|||
|
Trade Receivable Allowances
|
(717
|
)
|
(434
|
)
|
320
|
|
(831
|
)
|
|||||||
|
Loans, Mortgages and Notes Receivable Allowance
|
(1,886
|
)
|
—
|
|
1,886
|
|
—
|
|
|||||||
|
2015
|
|||||||||||||||
|
Valuation Allowance on Income Taxes
|
$
|
(607,305
|
)
|
$
|
—
|
|
$
|
21,213
|
|
$
|
(586,092
|
)
|
|||
|
Trade Receivable Allowances
|
(3,676
|
)
|
(172
|
)
|
3,131
|
|
(717
|
)
|
|||||||
|
Loans, Mortgages and Notes Receivable Allowance
|
(2,949
|
)
|
(15
|
)
|
1,078
|
|
(1,886
|
)
|
|||||||
|
2014
|
|||||||||||||||
|
Valuation Allowance on Income Taxes
|
$
|
(1,737,756
|
)
|
$
|
—
|
|
$
|
1,130,451
|
|
$
|
(607,305
|
)
|
|||
|
Trade Receivable Allowances
|
(3,495
|
)
|
(1,307
|
)
|
1,126
|
|
(3,676
|
)
|
|||||||
|
Loans, Mortgages and Notes Receivable Allowance
|
(11,102
|
)
|
(277
|
)
|
8,430
|
|
(2,949
|
)
|
|||||||
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
Intrawest Resorts Holdings, Inc.
|
||
|
Date: November 3, 2016
|
By:
|
/s/ Travis Mayer
|
|
Travis Mayer
|
||
|
Executive Vice President, Chief Financial Officer and Treasurer
|
||
|
Principal Financial Officer
|
||
|
Date: November 3, 2016
|
By:
|
/s/ Lindsay Goszulak
|
|
Lindsay Goszulak
|
||
|
Vice President, Accounting and Corporate Controller
|
||
|
Principal Accounting Officer
|
INDEX TO EXHIBITS
|
Incorporated by Reference
|
Filed
Herewith |
Furnished
Herewith |
||||||||||
|
Exhibit
Number |
Document Description
|
Form
|
Exhibit
|
Filing Date
|
||||||||
|
2.1
|
Share Purchase Agreement, dated as of September 12, 2014, by and between Le Sommet Property Management Inc. and Blue Mountain Resorts Holdings Inc.
|
8-K
|
2.1
|
September 12, 2014
|
||||||||
|
2.2
|
Purchase Agreement, dated November 24, 2015, among Intrawest U.S. Holdings Inc., Intrawest ULC, Diamond Resorts Corporation, and Diamond Resorts International, Inc.
|
10-Q
|
2.2
|
February 3, 2016
|
||||||||
|
3.1
|
Restated Certificate of Incorporation of the Registrant
|
S-1/A
|
3.1
|
January 10, 2014
|
||||||||
|
3.2
|
Amended and Restated Bylaws of the Registrant
|
S-1/A
|
3.2
|
January 10, 2014
|
||||||||
|
10.1
|
Stockholders' Agreement, dated January 30, 2014, by and between the Registrant and Intrawest Europe Holdings S.A.R.L. and Intrawest S.A.R.L.
|
10-Q
|
10.1
|
May 13, 2014
|
||||||||
|
10.2
|
U.S. Department of Agriculture Forest Service Special Use Permit for Steamboat
|
S-1
|
10.2
|
November 12, 2013
|
||||||||
|
10.3
|
U.S. Department of Agriculture Forest Service Special Use Permit for Winter Park
|
S-1/A
|
10.3
|
January 10, 2014
|
||||||||
|
10.4 (a)
|
U.S. Department of Agriculture Forest Service Term Special Use Permit for Winter Park
|
S-1/A
|
10.4
|
January 10, 2014
|
||||||||
|
10.4 (b)
|
Amendment No. 1 to U.S. Department of Agriculture Forest Service Term Special Use Permit for Winter Park
|
S-1
|
10.5
|
November 12, 2013
|
||||||||
|
10.4 (c)
|
Amendment No. 2 to U.S. Department of Agriculture Forest Service Term Special Use Permit for Winter Park
|
S-1/A
|
10.6
|
January 10, 2014
|
||||||||
|
10.4 (d)
|
Amendment No. 3 to U.S. Department of Agriculture Forest Service Term Special Use Permit for Winter Park
|
S-1
|
10.7
|
November 12, 2013
|
||||||||
|
10.4 (e)
|
Amendment No. 4 to U.S. Department of Agriculture Forest Service Term Special Use Permit for Winter Park
|
S-1
|
10.8
|
November 12, 2013
|
||||||||
|
10.4 (f)
|
Amendment No. 5 to U.S. Department of Agriculture Forest Service Term Special Use Permit for Winter Park
|
8-K
|
10.2
|
April 30, 2015
|
||||||||
|
10.5
|
Second Amended and Restated Ground Lease Agreement, dated December 20, 2002, between Winter Park Recreational Association and the Colorado Arlberg Club
|
S-1/A
|
10.13
|
January 10, 2014
|
||||||||
|
10.6 (a)
|
Lease and Operating Agreement, dated December 23, 2002, between Winter Park Recreational Association and Intrawest/Winter Park Operations Corporation
|
S-1/A
|
10.14
|
December 16, 2013
|
||||||||
|
10.6 (b)
|
First Amendment to Lease and Operating Agreement, dated June 15, 2004, between Winter Park Recreational Association and Intrawest/Winter Park Operations Corporation
|
S-1/A
|
10.23
|
December 16, 2013
|
||||||||
|
10.6 (c)
|
Second Amendment to Lease and Operating Agreement, dated May 4, 2009, between Winter Park Recreational Association and Intrawest/Winter Park Operations Corporation
|
S-1/A
|
10.24
|
December 16, 2013
|
||||||||
|
10.6 (d)
|
Third Amendment to Lease and Operating Agreement, dated May 4, 2009, between Winter Park Recreational Association and Intrawest/Winter Park Operations Corporation
|
S-1/A
|
10.25
|
December 16, 2013
|
||||||||
|
10.6 (e)
|
Fourth Amendment to Lease and Operating Agreement, dated January 30, 2013, between Winter Park Recreational Association and Intrawest/Winter Park Operations Corporation
|
S-1/A
|
10.26
|
December 16, 2013
|
||||||||
|
10.6 (f)
|
Fifth Amendment to Lease and Operating Agreement, dated April 10, 2013, between Winter Park Recreational Association and Intrawest/Winter Park Operations Corporation
|
S-1/A
|
10.27
|
December 16, 2013
|
||||||||
|
10.6 (g)
|
Sixth Amendment to Lease and Operating Agreement, dated September 30, 2013, between Winter Park Recreational Association and Intrawest/Winter Park Operations Corporation
|
S-1/A
|
10.28
|
December 16, 2013
|
||||||||
|
10.6 (h)
|
Seventh Amendment to Lease and Operating Agreement, dated January 31, 2014, between Winter Park Recreational Association and Intrawest/Winter Park Operations Corporation
|
10-K
|
10.6 (h)
|
September 8, 2016
|
||||||||
|
10.6 (i)
|
Eighth Amendment to Lease and Operating Agreement, dated November 26, 2014, between Winter Park Recreational Association and Intrawest/Winter Park Operations Corporation
|
10-K
|
10.6 (i)
|
September 8, 2016
|
||||||||
|
10.6 (j)
|
Ninth Amendment to Lease and Operating Agreement, dated March 15, 2016, between Winter Park Recreational Association and Intrawest/Winter Park Operations Corporation
|
10-K
|
10.6 (j)
|
September 8, 2016
|
||||||||
|
10.6 (k)
|
Tenth Amendment to Lease and Operating Agreement, dated August 29, 2016, between Winter Park Recreational Association and Intrawest/Winter Park Operations Corporation
|
10-K
|
10.6 (k)
|
September 8, 2016
|
||||||||
|
10.7
|
Form of Indemnification Agreement*
|
S-1/A
|
10.16
|
January 10, 2014
|
||||||||
|
10.8
|
Form of Restricted Stock Unit Grant Agreement (CEO)*
|
S-1/A
|
10.17
|
January 21, 2014
|
||||||||
|
10.9
|
Ski Area Lease Agreement, dated January 28, 2000, between Mont Tremblant Resorts and Company, LP and the Government of Quebec
|
S-1/A
|
10.18
|
January 10, 2014
|
||||||||
|
10.10
|
Form of Intrawest Resorts Holdings, Inc. 2014 Omnibus Incentive Plan*
|
S-1/A
|
10.20
|
January 21, 2014
|
||||||||
|
10.11 (a)
|
Credit Agreement, dated December 9, 2013, among Intrawest Operations Group Holdings, LLC, Intrawest Operations Group, LLC, the lenders party thereto, Goldman Sachs Bank USA, as issuing bank, and Goldman Sachs Lending Partner, LLC, as administrative agent
|
S-1/A
|
10.22
|
December 16, 2013
|
||||||||
|
10.11 (b)
|
Incremental Amendment to Credit Agreement, dated September 19, 2014
|
8-K
|
10.1
|
September 22, 2014
|
||||||||
|
10.11 (c)
|
Second Amendment to Credit Agreement, dated April 29, 2015
|
8-K
|
10.1
|
April 30, 2015
|
||||||||
|
10.11 (d)
|
Third Amendment to Credit Agreement, dated June 1, 2015
|
8-K
|
10.1
|
June 3, 2015
|
||||||||
|
10.11 (e)
|
Fourth Amendment to Credit Agreement, dated April 8, 2016
|
8-K
|
10.1
|
April 12, 2016
|
||||||||
|
10.12
|
Form of Restricted Stock Unit Award Agreement (Other Executive Officers)*
|
S-1/A
|
10.32
|
January 21, 2014
|
||||||||
|
10.13
|
Form of Restricted Stock Agreement (Directors)*
|
S-1/A
|
10.33
|
January 21, 2014
|
||||||||
|
10.14 (a)
|
Employment Agreement, dated May 13, 2014 by and between the Registrant and Travis Mayer*
|
10-Q
|
10.2
|
November 10, 2014
|
||||||||
|
10.14 (b)
|
Amendment to Employment Agreement, dated September 11, 2014 by and between the Registrant and Travis Mayer*
|
10-Q
|
10.6
|
November 10, 2014
|
||||||||
|
10.14 (c)
|
Amendment to Employment Agreement, dated January 12, 2015 by and between the Registrant and Travis Mayer*
|
8-K
|
10.1
|
January 13, 2015
|
||||||||
|
10.15
|
Separation Agreement and General Release, dated November 20, 2014 by and between the Registrant and William A. Jensen*
|
8-K
|
10.1
|
November 21, 2014
|
||||||||
|
10.16
|
Amended and Restated Employment Agreement, dated January 1, 2015 by and between the Registrant and Thomas F. Marano*
|
10-Q
|
10.4
|
May 7, 2015
|
||||||||
|
10.17
|
Amended and Restated Employment Agreement, dated January 1, 2015 by and between the Registrant and Sky Foulkes*
|
10-Q
|
10.5
|
May 7, 2015
|
||||||||
|
10.18
|
Separation Agreement and General Release, dated March 13, 2015 by and between the Registrant and Joshua B. Goldstein*
|
10-Q
|
10.6
|
May 7, 2015
|
||||||||
|
10.19
|
Senior Leadership Team Members Flexible Time Off Policy*
|
10-Q
|
10.7
|
May 7, 2015
|
||||||||
|
10.20
|
Employment Agreement, dated June 26, 2015 by and between the Registrant and Karen Sanford*
|
10-K
|
10.51
|
September 9, 2015
|
||||||||
|
10.21 (a)
|
U.S. Department of Agriculture Forest Service Special Use Permit for Winter Park
|
10-K
|
10.21 (a)
|
September 8, 2016
|
||||||||
|
10.21 (b)
|
Amendment No. 1 to U.S. Department of Agriculture Forest Service Special Use Permit for Winter Park
|
10-K
|
10.21 (b)
|
September 8, 2016
|
||||||||
|
21.1
|
Subsidiaries of the Registrant
|
10-K
|
21.1
|
September 8, 2016
|
||||||||
|
23.1
|
Consent of KPMG LLP
|
10-K
|
23.1
|
September 8, 2016
|
||||||||
|
24.1
|
Power of Attorney
|
10-K
|
24.1
|
September 8, 2016
|
||||||||
|
Certification of Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||||||||||
|
Certification of Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||||||||||
|
Certification of Chief Executive Officer and Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 USC. Section 1350).
|
X
|
|||||||||||
|
101.INS
|
XBRL Instance Document
|
|||||||||||
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|||||||||||
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|||||||||||
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|||||||||||
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|||||||||||
|
101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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*Management contract or compensatory plan
49