Edgar Filing: VAIL RESORTS INC

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

MTN 2014.04.30 Q3

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q



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

For the quarterly period ended April 30, 2014



¨	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: 001-09614

Vail Resorts, Inc.

(Exact Name of Registrant as Specified in Its Charter)



Delaware		51-0291762
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

390 Interlocken Crescent Broomfield, Colorado		80021
(Address of Principal Executive Offices)		(Zip Code)

(303) 404-1800

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. ý Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ý Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

As of May 30, 2014, 36,180,785 shares of the registrant’s common stock were outstanding.

Table of Contents




PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements.	F-1
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	1
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	20
Item 4.	Controls and Procedures.	20

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings.	20
Item 1A.	Risk Factors.	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	21
Item 3.	Defaults Upon Senior Securities.	21
Item 4.	Mine Safety Disclosures.	21
Item 5.	Other Information.	21
Item 6.	Exhibits.	22

PART I FINANCIAL INFORMATION

Item 1. Financial Statements — Unaudited



Consolidated Condensed Balance Sheets as of April 30, 2014, July 31, 2013 and April 30, 2013						F-2
Consolidated Condensed Statements of Operations for the Three and Nine Months Ended April 30, 2014 and 2013						F-3
Consolidated Condensed Statements of Comprehensive Income for the Three and Nine Months Ended April 30, 2014 and 2013						F-4
Consolidated Condensed Statements of Cash Flows for the Nine Months Ended April 30, 2014 and 2013						F-5
Notes to Consolidated Condensed Financial Statements						F-6

F-1

Vail Resorts, Inc.

Consolidated Condensed Balance Sheets

(In thousands, except share and per share amounts)

(Unaudited)



	April 30, 2014			July 31, 2013			April 30, 2013
Assets
Current assets:
Cash and cash equivalents	$	307,431		$	138,604		$	237,735
Restricted cash	13,057			12,624			11,991
Trade receivables, net	79,815			79,037			73,733
Inventories, net	60,409			68,318			61,201
Other current assets	58,696			44,886			50,478
Total current assets	519,408			343,469			435,138
Property, plant and equipment, net (Note 6)	1,164,387			1,169,288			1,039,907
Real estate held for sale and investment	170,818			195,230			201,861
Goodwill, net	378,220			381,699			271,855
Intangible assets, net	118,507			121,344			92,039
Other assets	97,104			97,267			38,869
Total assets	$	2,448,444		$	2,308,297		$	2,079,669
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities (Note 6)	$	264,777		$	269,519		$	246,352
Income taxes payable	39,043			42,822			13,173
Long-term debt due within one year (Note 4)	879			994			518
Total current liabilities	304,699			313,335			260,043
Long-term debt (Note 4)	799,223			795,928			489,240
Other long-term liabilities (Note 6)	239,934			242,906			226,145
Deferred income taxes	183,473			118,259			201,511
Commitments and contingencies (Note 9)
Stockholders’ equity:
Preferred stock, $0.01 par value, 25,000,000 shares authorized, no shares issued and outstanding	—			—			—
Common stock, $0.01 par value, 100,000,000 shares authorized, 41,129,041, 40,903,731 and 40,861,919 shares issued, respectively	411			409			409
Additional paid-in capital	608,153			598,675			596,167
Accumulated other comprehensive loss	(101		)	(67		)	(4		)
Retained earnings	491,878			418,043			485,368
Treasury stock, at cost, 4,949,111 shares (Note 11)	(193,192		)	(193,192		)	(193,192		)
Total Vail Resorts, Inc. stockholders’ equity	907,149			823,868			888,748
Noncontrolling interests	13,966			14,001			13,982
Total stockholders’ equity (Note 2)	921,115			837,869			902,730
Total liabilities and stockholders’ equity	$	2,448,444		$	2,308,297		$	2,079,669

The accompanying Notes are an integral part of these consolidated condensed financial statements.

F-2

Vail Resorts, Inc.

Consolidated Condensed Statements of Operations

(In thousands, except per share amounts)

(Unaudited)



	Three Months Ended April 30,						Nine Months Ended April 30,
	2014			2013			2014			2013
Net revenue:
Mountain	$	460,587		$	402,017		$	909,574		$	815,670
Lodging	66,293			53,834			179,694			152,885
Real estate	16,167			13,840			29,890			39,937
Total net revenue	543,047			469,691			1,119,158			1,008,492
Segment operating expense (exclusive of depreciation and amortization shown separately below):
Mountain	233,301			207,953			601,587			536,498
Lodging	53,182			45,446			163,346			142,055
Real estate	18,445			16,996			35,682			49,349
Total segment operating expense	304,928			270,395			800,615			727,902
Other operating expense:
Depreciation and amortization	(35,588		)	(33,730		)	(105,948		)	(98,827		)
Gain (loss) on disposal of fixed assets, net	634			(224		)	(839		)	(757		)
Income from operations	203,165			165,342			211,756			181,006
Mountain equity investment income, net	665			266			1,282			799
Investment income, net	124			153			289			306
Interest expense	(16,408		)	(8,359		)	(48,745		)	(25,268		)
Income before provision for income taxes	187,546			157,402			164,582			156,843
Provision for income taxes	(69,680		)	(59,814		)	(60,953		)	(59,329		)
Net income	117,866			97,588			103,629			97,514
Net loss attributable to noncontrolling interests	80			52			204			97
Net income attributable to Vail Resorts, Inc.	$	117,946		$	97,640		$	103,833		$	97,611
Per share amounts (Note 3):
Basic net income per share attributable to Vail Resorts, Inc.	$	3.26		$	2.72		$	2.88		$	2.72
Diluted net income per share attributable to Vail Resorts, Inc.	$	3.18		$	2.66		$	2.80		$	2.66
Cash dividends declared per share	$	0.4150		$	0.2075		$	0.8300		$	0.5825

The accompanying Notes are an integral part of these consolidated condensed financial statements.

F-3

Vail Resorts, Inc.

Consolidated Condensed Statements of Comprehensive Income

(In thousands)

(Unaudited)



	Three Months Ended April 30,					Nine Months Ended April 30,
	2014		2013			2014			2013
Net income	$	117,866	$	97,588		$	103,629		$	97,514
Foreign currency translation adjustments, net of tax	85		(202		)	(34		)	251
Comprehensive income	117,951		97,386			103,595			97,765
Comprehensive loss attributable to noncontrolling interests	80		52			204			97
Comprehensive income attributable to Vail Resorts, Inc.	$	118,031	$	97,438		$	103,799		$	97,862

The accompanying Notes are an integral part of these consolidated condensed financial statements.

F-4

Vail Resorts, Inc.

Consolidated Condensed Statements of Cash Flows

(In thousands)

(Unaudited)



	Nine Months Ended April 30,
	2014			2013
Cash flows from operating activities:
Net income	$	103,629		$	97,514
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	105,948			98,827
Cost of real estate sales	22,635			30,282
Stock-based compensation expense	10,539			9,544
Deferred income taxes, net	60,953			59,329
Other non-cash income, net	(2,423		)	(5,697		)
Changes in assets and liabilities:
Trade receivables, net	(822		)	(7,354		)
Inventories, net	8,089			5,944
Investments in real estate	(601		)	(1,662		)
Accounts payable and accrued liabilities	326			12,231
Other assets and liabilities, net	(2,076		)	(7,613		)
Net cash provided by operating activities	306,197			291,345
Cash flows from investing activities:
Capital expenditures	(108,100		)	(65,461		)
Acquisition of businesses	—			(19,958		)
Other investing activities, net	920			861
Net cash used in investing activities	(107,180		)	(84,558		)
Cash flows from financing activities:
Proceeds from borrowings under long-term debt	—			96,000
Payments of long-term debt	(977		)	(96,989		)
Dividends paid	(29,998		)	(20,905		)
Other financing activities, net	732			6,778
Net cash used in financing activities	(30,243		)	(15,116		)
Effect of exchange rate changes on cash and cash equivalents	53			11
Net increase in cash and cash equivalents	168,827			191,682
Cash and cash equivalents:
Beginning of period	138,604			46,053
End of period	$	307,431		$	237,735

The accompanying Notes are an integral part of these consolidated condensed financial statements.

F-5

Vail Resorts, Inc.

Notes to Consolidated Condensed Financial Statements

(Unaudited)


1.	Organization and Business

Vail Resorts, Inc. (“Vail Resorts” or the “Parent Company”) is organized as a holding company and operates through various subsidiaries. Vail Resorts and its subsidiaries (collectively, the “Company”) currently operate in three business segments: Mountain, Lodging and Real Estate.

In the Mountain segment, the Company operates eight world-class ski resort properties at the Vail, Breckenridge, Keystone and Beaver Creek mountain resorts in Colorado; the Heavenly, Northstar, and Kirkwood mountain resorts in the Lake Tahoe area of California and Nevada; the Canyons mountain resort in Park City, Utah; and the ski areas of Afton Alps in Minnesota and Mount Brighton in Michigan ("Urban" ski areas); as well as ancillary services, primarily including ski school, dining and retail/rental operations. These resorts (with the exception of Northstar, Canyons and the Urban ski areas) operate primarily on Federal land under the terms of Special Use Permits granted by the USDA Forest Service (the “Forest Service”).

In the Lodging segment, the Company owns and/or manages a collection of luxury hotels and condominiums under its RockResorts brand, as well as other strategic lodging properties and a large number of condominiums located in proximity to the Company’s ski resorts, National Park Service (“NPS”) concessionaire properties including the Grand Teton Lodge Company (“GTLC”), which operates destination resorts in the Grand Teton National Park, Colorado Mountain Express (“CME”), a Colorado resort ground transportation company, and mountain resort golf courses.

Vail Resorts Development Company (“VRDC”), a wholly-owned subsidiary, conducts the operations of the Company’s Real Estate segment, which owns and develops real estate in and around the Company’s resort communities.

The Company’s mountain business and its lodging properties at or around the Company’s ski resorts are seasonal in nature with peak operating seasons primarily from mid-November through mid-April. The Company’s operations at its NPS concessionaire properties and its golf courses generally operate from mid-May through mid-October. The Company also has non-majority owned investments in various other entities, some of which are consolidated (see Note 7, Variable Interest Entities).


2.	Summary of Significant Accounting Policies

Basis of Presentation

Consolidated Condensed Financial Statements— In the opinion of the Company, the accompanying Consolidated Condensed Financial Statements reflect all adjustments necessary to state fairly the Company’s financial position, results of operations and cash flows for the interim periods presented. All such adjustments are of a normal recurring nature. Results for interim periods are not indicative of the results for the entire fiscal year. The accompanying Consolidated Condensed Financial Statements should be read in conjunction with the audited Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended July 31, 2013. Certain information and footnote disclosures, including significant accounting policies, normally included in fiscal year financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted. The Consolidated Condensed Balance Sheet as of July 31, 2013 was derived from audited financial statements.

Use of Estimates— 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, the disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Noncontrolling Interests in Consolidated Condensed Financial Statements— Net loss attributable to noncontrolling interests along with net income attributable to the stockholders of the Company are reported separately in the Consolidated Condensed Statement of Operations. Additionally, noncontrolling interests in the consolidated subsidiaries of the Company are reported as a separate component of equity in the Consolidated Condensed Balance Sheet, apart from the Company’s equity. The following table summarizes the changes in total stockholders’ equity (in thousands):

F-6



	For the Nine Months Ended April 30,
	2014									2013
	Vail Resorts Stockholders’ Equity			Noncontrolling Interests			Total Stockholders' Equity			Vail Resorts Stockholders’ Equity			Noncontrolling Interests			Total Stockholders' Equity
Balance, beginning of period	$	823,868		$	14,001		$	837,869		$	802,311		$	14,017		$	816,328
Net income (loss)	103,833			(204		)	103,629			97,611			(97		)	97,514
Stock-based compensation expense	10,539			—			10,539			9,544			—			9,544
Issuance of shares under share award plans, net of shares withheld for taxes	(4,797		)	—			(4,797		)	(3,832		)	—			(3,832		)
Tax benefit from share award plans	3,738			—			3,738			3,768			—			3,768
Cash dividends paid on common stock	(29,998		)	—			(29,998		)	(20,905		)	—			(20,905		)
Contributions from noncontrolling interests, net	—			169			169			—			62			62
Foreign currency translation adjustments, net of tax	(34		)	—			(34		)	251			—			251
Balance, end of period	$	907,149		$	13,966		$	921,115		$	888,748		$	13,982		$	902,730

Fair Value Instruments— The recorded amounts for cash and cash equivalents, trade receivables, other current assets, and accounts payable and accrued liabilities approximate fair value due to their short-term nature. The fair value of amounts outstanding under the Employee Housing Bonds (Note 4, Long-Term Debt) approximate book value due to the variable nature of the interest rate associated with that debt. The fair value of the 6.50% Senior Subordinated Notes due 2019 (“6.50% Notes”) (Note 4, Long-Term Debt) are based on quoted market prices (a Level 1 input). The fair value of the Canyons obligation (Note 4, Long-Term Debt) has been estimated using discounted cash flow analyses based on the discount rate established under the initial purchase accounting (Note 5, Acquisitions) (a Level 3 input). The fair value of the Company’s Industrial Development Bonds (Note 4, Long-Term Debt) and other long-term debt have been estimated using discounted cash flow analyses based on current borrowing rates for debt with similar remaining maturities and ratings (a Level 3 input). The estimated fair values of the 6.50% Notes, Canyons obligation, Industrial Development Bonds and other long-term debt as of April 30, 2014 are presented below (in thousands):



	April 30, 2014
	Carrying Value		Fair Value
6.50% Notes	$	390,000	$	409,988
Canyons obligation	$	310,472	$	310,472
Industrial Development Bonds	$	41,200	$	47,286
Other long-term debt	$	5,855	$	6,366

New Accounting Standards— In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”, which supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) 605, “Revenue Recognition”. This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The standard will be effective for the first interim period within fiscal years beginning after December 15, 2016 (the Company's 2018 first fiscal quarter), using one of two retrospective application methods. The Company is evaluating the impacts, if any, the adoption of ASU No. 2014-09 will have on the Company's financial position or results of operations.

F-7


3.	Net Income Per Common Share

Basic earnings per share (“EPS”) excludes dilution and is computed by dividing net income attributable to Vail Resorts stockholders by the weighted-average shares outstanding during the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised, resulting in the issuance of shares of common stock that would then share in the earnings of Vail Resorts. Presented below is basic and diluted EPS for the three months ended April 30, 2014 and 2013 (in thousands, except per share amounts):



	Three Months Ended April 30,
	2014				2013
	Basic		Diluted		Basic		Diluted
Net income per share:
Net income attributable to Vail Resorts	$	117,946	$	117,946	$	97,640	$	97,640
Weighted-average shares outstanding	36,159		36,159		35,911		35,911
Effect of dilutive securities	—		895		—		863
Total shares	36,159		37,054		35,911		36,774
Net income per share attributable to Vail Resorts	$	3.26	$	3.18	$	2.72	$	2.66

The Company computes the effect of dilutive securities using the treasury stock method and average market prices during the period. The number of shares issuable on the exercise of share based awards that were excluded from the calculation of diluted net income per share because the effect of their inclusion would have been anti-dilutive totaled 4,000 and 25,000 for the three months ended April 30, 2014 and 2013, respectively.

Presented below is basic and diluted EPS for the nine months ended April 30, 2014 and 2013 (in thousands, except per share amounts):



	Nine Months Ended April 30,
	2014				2013
	Basic		Diluted		Basic		Diluted
Net income per share:
Net income attributable to Vail Resorts	$	103,833	$	103,833	$	97,611	$	97,611
Weighted-average shares outstanding	36,105		36,105		35,835		35,835
Effect of dilutive securities	—		920		—		846
Total shares	36,105		37,025		35,835		36,681
Net income per share attributable to Vail Resorts	$	2.88	$	2.80	$	2.72	$	2.66

The Company computes the effect of dilutive securities using the treasury stock method and average market prices during the period. The number of shares issuable on the exercise of share based awards that were excluded from the calculation of diluted net income per share because the effect of their inclusion would have been anti-dilutive totaled 11,000 and 10,000 for the nine months ended April 30, 2014 and 2013, respectively.

During the three and nine months ended April 30, 2014, the Company paid cash dividends of $0.4150 and $0.8300 per share, respectively ($15.0 million and $30.0 million, respectively, in the aggregate). During the three and nine months ended April 30, 2013, the Company paid cash dividends of $0.2075 and $0.5825 per share, respectively ($7.5 million and $20.9 million, respectively, in the aggregate). On June 3, 2014 the Company’s Board of Directors declared a quarterly cash dividend of $0.4150 per share payable on July 8, 2014 to stockholders of record as of June 23, 2014.

F-8


4.	Long-Term Debt

Long-term debt as of April 30, 2014, July 31, 2013 and April 30, 2013 is summarized as follows (in thousands):



	Maturity (a)	April 30, 2014		July 31, 2013		April 30, 2013
Credit Facility Revolver (b)	2019	$	—	$	—	$	—
Industrial Development Bonds	2020	41,200		41,200		41,200
Employee Housing Bonds	2027-2039	52,575		52,575		52,575
6.50% Notes (c)	2019	390,000		390,000		390,000
Canyons obligation (d)	2063	310,472		306,320		—
Other	2014-2029	5,855		6,827		5,983
Total debt		800,102		796,922		489,758
Less: Current maturities (e)		879		994		518
Long-term debt		$	799,223	$	795,928	$	489,240


(a)	Maturities are based on the Company’s July 31 fiscal year end.

(b)

On March 13, 2014, The Vail Corporation, a wholly-owned subsidiary of the Company, amended and restated its senior credit facility. As part of this amendment and restatement, Vail Holdings, Inc. (“VHI”), a wholly-owned subsidiary of the Company, assumed the rights and obligations of The Vail Corporation, the former borrower under the senior credit facility. The Company continues to be a guarantor under the amended credit facility.

Key modifications to the senior credit facility included, among other things, the extension of the maturity on the revolving credit facility from January 2016 to March 2019; decreased grid pricing for interest rate margins (as of April 30, 2014, under the amended credit facility, at LIBOR plus 1.50%) and commitment fees (as of April 30, 2014, under the amended credit facility, at 0.30%); increased letter of credit availability (under the amended credit facility, to $200 million); increased swing line loan availability (under the amended credit facility, to $75 million); and the expansion of baskets for improved flexibility in the Company’s ability to incur debt, pay, prepay, redeem and repurchase unsecured debt, dispose of assets, and make investments and distributions. In addition, under the amended credit facility and subject to VHI meeting all compliance restrictions, VHI has the ability to increase availability (under the revolver or in the form of term loans) to an aggregate amount not to exceed the greater of (i) $700 million and (ii) the product of 2.75 and the trailing twelve-month Adjusted EBITDA, as defined in the Credit Agreement.

The amended credit facility is now referred to as the Sixth Amended and Restated Credit Agreement (the “Credit Agreement”) among VHI, Bank of America, N.A., as administrative agent (the “Agent”), U.S. Bank National Association and Wells Fargo Bank, National Association, as co-syndication agents, BBVA Compass, as documentation agent, Merrill Lynch Pierce, Fenner & Smith Incorporated and U.S. Bank National Association, as joint lead arrangers and joint bookrunners, Wells Fargo Securities, LLC, as joint lead arranger, and the Lenders (as defined in the Credit Agreement) party thereto, and consists of a $400 million revolving credit facility. VHI’s obligations under the Credit Agreement are guaranteed by the Company and certain of its subsidiaries and are collateralized by a pledge of all of the capital stock of VHI and substantially all of its subsidiaries (with certain additional exceptions for the pledge of the capital stock of foreign subsidiaries). The proceeds of loans made under the Credit Agreement may be used to fund the Company’s working capital needs, capital expenditures, acquisitions, investments and other general corporate purposes, including the issuance of letters of credit. The Credit Agreement matures in March 2019. Borrowings under the Credit Agreement bear interest annually at a rate of (i) LIBOR plus a margin or (ii) the Agent’s prime lending rate plus a margin. Interest rate margins may fluctuate based upon the ratio of the Company’s Net Funded Debt to Adjusted EBITDA on a trailing four-quarter basis. The Credit Agreement also includes a quarterly unused commitment fee, which is equal to a percentage determined by the Net Funded Debt to Adjusted EBITDA ratio, as each such term is defined in the Credit Agreement, times the daily amount by which the Credit Agreement commitment exceeds the total of outstanding loans and outstanding letters of credit. The unused amounts are accessible to the extent that the Net Funded Debt to Adjusted EBITDA ratio does not exceed the maximum ratio allowed at quarter-ends and the Adjusted EBITDA to interest on Funded Debt (as defined in the Credit Agreement) ratio does not fall below the minimum ratio allowed at quarter-ends. The Credit Agreement provides for affirmative and negative covenants that restrict, among other things, the Company’s ability to incur indebtedness, dispose of assets, make capital expenditures, make distributions and make investments. In addition, the Credit Agreement includes the following restrictive financial covenants: Net Funded Debt to Adjusted EBITDA ratio and Adjusted EBITDA to interest on Funded Debt ratio.

F-9

(c)

On June 5, 2014, the Company submitted a redemption notice to the trustee for its 6.50% Notes to redeem $175.0 million of the 6.50% Notes. The redemption price for the notes is 104.875%, plus accrued and unpaid interest to the redemption date of July 7, 2014. As a result, the Company expects to incur an early redemption premium of 4.875%, or approximately $8.5 million, for the portion of the principal redeemed, which will be recorded, along with a write-off of approximately $2.3 million of unamortized debt issuance costs, as a loss on extinguishment of debt in the year ending July 31, 2014. Upon completion of the partial redemption, $215.0 million of the 6.50% Notes will remain outstanding.

(d)

On May 24, 2013, VR CPC Holdings, Inc. (“VR CPC”), a wholly-owned subsidiary of the Company, entered into a transaction agreement (the "Transaction Agreement") with affiliate companies of Talisker Corporation ("Talisker") pursuant to which the parties entered into a master lease agreement (the "Lease") and certain ancillary transaction documents on May 29, 2013 related to the Canyons mountain resort (see Note 5, Acquisitions). The obligation at April 30, 2014 represents future fixed lease payments for the remaining initial lease term of 50 years (including annual increases at the floor of 2%) discounted using an interest rate of 10%, and includes accumulated accreted interest expense of $5.1 million.


(e)	Current maturities represent principal payments due in the next 12 months.

Aggregate maturities for debt outstanding as of April 30, 2014 reflected by fiscal year are as follows (in thousands):



	Total
2014	$	21
2015	867
2016	266
2017	270
2018	271
Thereafter	798,407
Total debt	$	800,102

The Company incurred gross interest expense of $16.4 million and $8.4 million for the three months ended April 30, 2014 and 2013, respectively, of which $0.5 million was amortization of deferred financing costs for both periods. The Company had no capitalized interest during the three months ended April 30, 2014 and 2013. The Company incurred gross interest expense of $48.7 million and $25.3 million for the nine months ended April 30, 2014 and 2013, respectively, of which $1.5 million was amortization of deferred financing costs for both periods. The Company had no capitalized interest during the nine months ended April 30, 2014 and 2013.


5.	Acquisitions

Canyons

In May 2013, VR CPC and Talisker entered into the Transaction Agreement, the Lease and ancillary transaction documents, pursuant to which the Company assumed the resort operations of Canyons mountain resort in Park City, Utah, which includes the ski area, property management and related amenities. Canyons is a year round mountain resort providing a comprehensive offering of recreational activities, including both snow sports and summer activities. The Lease between VR CPC and Talisker has an initial term of 50 years with six 50-year renewal options. The Lease provides for $25 million in annual fixed payments, which increase each year by an inflation linked index of the consumer price index ("CPI") less 1%, with a floor of 2% per annum. In addition, the Lease includes participating contingent payments to Talisker of 42% of the amount by which EBITDA for the resort operations, as calculated under the Lease, exceeds approximately $35 million, with such threshold amount increased by an inflation linked index and a 10% adjustment for any capital improvements or investments made under the Lease by the Company (the "Contingent Consideration"). The Parent Company has guaranteed the payments under the Lease.

The following summarizes the preliminary estimated fair values of the identifiable assets acquired and liabilities assumed at the date the transaction was effective (in thousands).

F-10



	Estimates of Fair Value at Effective Date of Transaction
Accounts receivable	$	2,187
Other current assets	1,698
Property, plant and equipment	5,475
Property, plant and equipment (under capital lease)	127,885
Deferred income tax assets, net	11,869
Intangible assets	30,700
Park City Mountain Resort ("PCMR") deposit	57,800
Goodwill	106,414
Total identifiable assets acquired	$	344,028
Accounts payable and accrued liabilities	$	6,699
Deferred revenue	1,134
Other liabilities	21,766
Canyons obligation	305,329
Contingent Consideration	9,100
Total liabilities assumed	$	344,028

The estimated fair values of assets acquired and liabilities assumed in the Canyons transaction are preliminary and are based on the information that was available as of the transaction date to estimate the fair value of assets acquired and liabilities assumed. The Company believes that information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed, but the Company is obtaining additional information necessary to finalize those fair values. Therefore, the preliminary measurements of fair value reflected are subject to change. The Company expects to finalize the valuation and complete the purchase price allocation as soon as practicable but no later than one year from the transaction date.

Land and certain improvements under the PCMR ski area was subject to litigation at the transaction date. As such, the Company has recorded a deposit ("PCMR deposit") for the potential future interests in the land and associated improvements at its estimated fair value. The excess of the aggregate fair values of assets acquired and liabilities assumed was recorded as goodwill. The goodwill recognized is attributable primarily to expected synergies, including the potential inclusion of a portion of the ski terrain of PCMR in the Lease, the assembled workforce of Canyons and other factors. The Company believes that for income tax purposes the lease payments should primarily be treated as payments of a debt obligation and that the tax basis of the goodwill is deductible. As a result, the Company recorded an adjustment to its preliminary purchase price allocation of $32.9 million, which reduced deferred income tax assets, net with a corresponding increase to goodwill and has reflected this as a retrospective adjustment as of July 31, 2013 (including the Supplemental Consolidating Condensed Balance Sheet - see Note 12, Guarantor Subsidiaries and Non-Guarantor Subsidiaries). The intangible assets have a weighted-average amortization period of approximately 50 years. The operating results of Canyons which are recorded in the Mountain and Lodging segments contributed $33.1 million and $60.9 million of net revenue, including an allocated portion of season pass revenue based on skier visits, for the three and nine months ended April 30, 2014, respectively. As of April 30, 2014, there were no changes to the Contingent Consideration liability.

The following presents the unaudited pro forma consolidated financial information of the Company as if the Canyons transaction was completed on August 1, 2012. The following unaudited pro forma financial information includes adjustments for (i) depreciation on acquired property, plant and equipment; (ii) amortization of intangible assets recorded at the date of the transaction; and (iii) interest expense relating to the Canyons obligation. This unaudited pro forma financial information is presented for informational purposes only and does not purport to be indicative of the results of future operations or the results that would have occurred had the transaction taken place on August 1, 2012 (in thousands, except per share amounts).

F-11



	Three Months Ended April 30,		Nine Months Ended April 30,
	2013		2013
Pro forma net revenue	$	498,477	$	1,059,125
Pro forma net income attributable to Vail Resorts, Inc.	$	96,499	$	80,107
Pro forma basic net income per share attributable to Vail Resorts, Inc.	$	2.69	$	2.24
Pro forma diluted net income per share attributable to Vail Resorts, Inc.	$	2.62	$	2.18


6.	Supplementary Balance Sheet Information

The composition of property, plant and equipment follows (in thousands):



	April 30, 2014			July 31, 2013			April 30, 2013
Land and land improvements	$	350,674		$	343,982		$	295,559
Buildings and building improvements	908,829			884,307			852,483
Machinery and equipment	701,825			646,102			599,199
Furniture and fixtures	273,202			259,693			254,671
Software	99,958			92,553			91,987
Vehicles	55,324			49,356			48,592
Construction in progress	19,453			49,102			27,273
Gross property, plant and equipment	2,409,265			2,325,095			2,169,764
Accumulated depreciation	(1,244,878		)	(1,155,807		)	(1,129,857		)
Property, plant and equipment, net	$	1,164,387		$	1,169,288		$	1,039,907

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



	April 30, 2014		July 31, 2013		April 30, 2013
Trade payables	$	48,406	$	61,364	$	59,515
Deferred revenue	93,135		93,759		81,092
Accrued salaries, wages and deferred compensation	35,221		27,946		28,563
Accrued benefits	25,468		19,787		24,002
Deposits	17,772		14,331		12,173
Accrued interest	13,549		8,018		13,543
Other accruals	31,226		44,314		27,464
Total accounts payable and accrued liabilities	$	264,777	$	269,519	$	246,352

The composition of other long-term liabilities follows (in thousands):



	April 30, 2014		July 31, 2013		April 30, 2013
Private club deferred initiation fee revenue	$	130,543	$	131,760	$	133,578
Unfavorable lease obligation, net	32,034		34,037		34,055
Other long-term liabilities	77,357		77,109		58,512
Total other long-term liabilities	$	239,934	$	242,906	$	226,145

F-12

7. Variable Interest Entities

The Company is the primary beneficiary of four employee housing entities (collectively, the “Employee Housing Entities”), Breckenridge Terrace, LLC, The Tarnes at BC, LLC, BC Housing, LLC and Tenderfoot Seasonal Housing, LLC, which are variable interest entities (“VIEs”), and the Company has consolidated them in its Consolidated Condensed Financial Statements. As a group, as of April 30, 2014, the Employee Housing Entities had total assets of $28.4 million (primarily recorded in property, plant and equipment, net) and total liabilities of $63.3 million (primarily recorded in long-term debt as “Employee Housing Bonds”). The Company’s lenders have issued letters of credit totaling $53.4 million under the Company's Credit Agreement related to Employee Housing Bonds. Payments under the letters of credit would be triggered in the event that one of the entities defaults on required payments. The letters of credit have no default provisions.

The Company is the primary beneficiary of Avon Partners II, LLC (“APII”), which is a VIE. APII owns commercial space and the Company currently leases substantially all of that space. APII had total assets of $4.3 million (primarily recorded in property, plant and equipment, net) and no debt as of April 30, 2014.

8. Fair Value Measurements

The Financial Accounting Standards Board issued fair value guidance that establishes how reporting entities should measure fair value for measurement and disclosure purposes. The guidance establishes a common definition of fair value applicable to all assets and liabilities measured at fair value and prioritizes the inputs into valuation techniques used to measure fair value. Accordingly, the Company uses valuation techniques which maximize the use of observable inputs and minimize the use of unobservable inputs when determining fair value. The three levels of the hierarchy are as follows:

Level 1: Inputs that reflect unadjusted quoted prices in active markets that are accessible to the Company for identical assets or liabilities;

Level 2: Inputs include quoted prices for similar assets and liabilities in active and inactive markets or that are observable for the asset or liability either directly or indirectly; and

Level 3: Unobservable inputs which are supported by little or no market activity.

The table below summarizes the Company’s cash equivalents and Contingent Consideration (see Note 5) measured at fair value (all other assets and liabilities measured at fair value are immaterial) (in thousands):

F-13




	Fair Value Measurement as of April 30, 2014
Description	Balance at April 30, 2014		Level 1		Level 2		Level 3
Description	Balance at April 30, 2014		Level 1		Level 2		Level 3
Assets:
Money Market	$	78,851	$	78,851	$	—	$	—
Commercial Paper	$	630	$	—	$	630	$	—
Certificates of Deposit	$	630	$	—	$	630	$	—

Liabilities:
Contingent Consideration (Note 5)	$	9,100	$	—	$	—	$	9,100

	Fair Value Measurement as of July 31, 2013
Description	Balance at July 31, 2013		Level 1		Level 2		Level 3
Assets:
Money Market	$	34,029	$	34,029	$	—	$	—
Commercial Paper	$	630	$	—	$	630	$	—
Certificates of Deposit	$	630	$	—	$	630	$	—

Liabilities:
Contingent Consideration (Note 5)	$	9,100	$	—	$	—	$	9,100

	Fair Value Measurement as of April 30, 2013
Description	Balance at April 30, 2013		Level 1		Level 2		Level 3
Assets:
Money Market	$	49,025	$	49,025	$	—	$	—
Commercial Paper	$	630	$	—	$	630	$	—
Certificates of Deposit	$	630	$	—	$	630	$	—

The Company’s cash equivalents are measured utilizing quoted market prices or pricing models whereby all significant inputs are either observable or corroborated by observable market data. The Company used discounted cash flow projection valuation models and Level 3 inputs to estimate the fair value of Contingent Consideration in connection with the Canyons transaction.

9. Commitments and Contingencies

Metropolitan Districts

The Company credit-enhances $8.0 million of bonds issued by Holland Creek Metropolitan District (“HCMD”) through an $8.1 million letter of credit issued under the Credit Agreement. HCMD’s bonds were issued and used to build infrastructure associated with the Company’s Red Sky Ranch residential development. The Company has agreed to pay capital improvement fees to Red Sky Ranch Metropolitan District (“RSRMD”) until RSRMD’s revenue streams from property taxes are sufficient to meet debt service requirements under HCMD’s bonds, and the Company has recorded a liability of $1.8 million primarily within “other long-term liabilities” in the accompanying Consolidated Condensed Balance Sheets, as of April 30, 2014, July 31, 2013 and April 30, 2013, respectively, with respect to the estimated present value of future RSRMD capital improvement fees. The Company estimates that it will make capital improvement fee payments under this arrangement through the year ending July 31, 2028.

Guarantees/Indemnifications

As of April 30, 2014, the Company had various other letters of credit in the amount of $58.7 million, consisting primarily of $53.4 million in support of the Employee Housing Bonds and $3.4 million for workers’ compensation and general liability deductibles related to construction and development activities.

In addition to the guarantees noted above, the Company has entered into contracts in the normal course of business which include certain indemnifications under which it could be required to make payments to third parties upon the occurrence or non-occurrence of certain future events. These indemnities include indemnities to licensees in connection with the licensees’

F-14

use of the Company’s trademarks and logos, indemnities for liabilities associated with the infringement of other parties’ technology and software products, indemnities related to liabilities associated with the use of easements, indemnities related to employment of contract workers, the Company’s use of trustees, indemnities related to the Company’s use of public lands and environmental indemnifications. The duration of these indemnities generally is indefinite and generally do not limit the future payments the Company could be obligated to make.

As permitted under applicable law, the Company and certain of its subsidiaries have agreed to indemnify their directors and officers over their lifetimes for certain events or occurrences while the officer or director is, or was, serving the Company or its subsidiaries in such a capacity. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has a director and officer insurance policy that should enable the Company to recover a portion of any future amounts paid.

Unless otherwise noted, the Company has not recorded any significant liabilities for the letters of credit, indemnities and other guarantees noted above in the accompanying Consolidated Condensed Financial Statements, either because the Company has recorded on its Consolidated Condensed Balance Sheets the underlying liability associated with the guarantee, the guarantee is with respect to the Company’s own performance and is therefore not subject to the measurement requirements as prescribed by GAAP, or because the Company has calculated the fair value of the indemnification or guarantee to be immaterial based upon the current facts and circumstances that would trigger a payment under the indemnification clause. In addition, with respect to certain indemnifications it is not possible to determine the maximum potential amount of liability under these potential obligations due to the unique set of facts and circumstances that are likely to be involved in each particular claim and indemnification provision. Historically, payments made by the Company under these obligations have not been material.

As noted above, the Company makes certain indemnifications to licensees in connection with their use of the Company’s trademarks and logos. The Company does not record any liabilities with respect to these indemnifications.

Self Insurance

The Company is self-insured for claims under its health benefit plans and for the majority of workers’ compensation claims, subject to stop loss policies. The self-insurance liability related to workers’ compensation is determined actuarially based on claims filed. The self-insurance liability related to claims under the Company’s health benefit plans is determined based on analysis of actual claims. The amounts related to these claims are included as a component of accrued benefits in accounts payable and accrued liabilities (see Note 6, Supplementary Balance Sheet Information).

Legal

The Company is a party to various lawsuits arising in the ordinary course of business. Management believes the Company has adequate insurance coverage and/or has accrued for loss contingencies for all known matters that are deemed to be probable losses and estimable. As of April 30, 2014, July 31, 2013 and April 30, 2013, the accrual for the above loss contingencies was not material individually and in the aggregate.

10. Segment Information

The Company has three reportable segments: Mountain, Lodging and Real Estate. The Mountain segment includes the operations of the Company’s ski resorts/areas and related ancillary services. The Lodging segment includes the operations of all of the Company’s owned hotels, RockResorts, NPS concessionaire properties, condominium management, CME and mountain resort golf operations. The Real Estate segment owns and develops real estate in and around the Company’s resort communities. The Company’s reportable segments, although integral to the success of each other, offer distinctly different products and services and require different types of management focus. As such, these segments are managed separately.

The Company reports its segment results using Reported EBITDA (defined as segment net revenue less segment operating expenses, plus or minus segment equity investment income or loss), which is a non-GAAP financial measure. The Company reports segment results in a manner consistent with management’s internal reporting of operating results to the chief operating decision maker (the Chief Executive Officer) for purposes of evaluating segment performance.

Reported EBITDA is not a measure of financial performance under GAAP. Items excluded from Reported EBITDA are significant components in understanding and assessing financial performance. Reported EBITDA should not be considered in isolation or as an alternative to, or substitute for, net income, net change in cash and cash equivalents or other financial statement data presented in the Consolidated Condensed Financial Statements as indicators of financial performance or liquidity. Because Reported EBITDA is not a measurement determined in accordance with GAAP and thus is susceptible to varying calculations, Reported EBITDA as presented may not be comparable to other similarly titled measures of other companies.

F-15

The Company utilizes Reported EBITDA in evaluating performance of the Company and in allocating resources to its segments. Mountain Reported EBITDA consists of Mountain net revenue less Mountain operating expense plus or minus Mountain equity investment income or loss. Lodging Reported EBITDA consists of Lodging net revenue less Lodging operating expense. Real Estate Reported EBITDA consists of Real Estate net revenue less Real Estate operating expense. All segment expenses include an allocation of corporate administrative expenses. Assets are not allocated between segments, or used to evaluate performance, except as shown in the table below.

The following table presents financial information by reportable segment which is used by management in evaluating performance and allocating resources (in thousands):



	Three Months Ended April 30,						Nine Months Ended April 30,
	2014			2013			2014			2013
Net revenue:
Lift	$	251,914		$	215,163		$	447,271		$	390,820
Ski school	62,512			53,531			109,442			95,254
Dining	42,303			37,876			82,369			74,075
Retail/rental	73,785			66,329			188,401			176,802
Other	30,073			29,118			82,091			78,719
Total Mountain net revenue	460,587			402,017			909,574			815,670
Lodging	66,293			53,834			179,694			152,885
Total Resort net revenue	526,880			455,851			1,089,268			968,555
Real estate	16,167			13,840			29,890			39,937
Total net revenue	$	543,047		$	469,691		$	1,119,158		$	1,008,492
Operating expense:
Mountain	$	233,301		$	207,953		$	601,587		$	536,498
Lodging	53,182			45,446			163,346			142,055
Total Resort operating expense	286,483			253,399			764,933			678,553
Real estate	18,445			16,996			35,682			49,349
Total segment operating expense	$	304,928		$	270,395		$	800,615		$	727,902
Mountain equity investment income, net	$	665		$	266		$	1,282		$	799
Reported EBITDA:
Mountain	$	227,951		$	194,330		$	309,269		$	279,971
Lodging	13,111			8,388			16,348			10,830
Resort	241,062			202,718			325,617			290,801
Real estate	(2,278		)	(3,156		)	(5,792		)	(9,412		)
Total Reported EBITDA	$	238,784		$	199,562		$	319,825		$	281,389

Real estate held for sale and investment	$	170,818		$	201,861		$	170,818		$	201,861

Reconciliation to net income attributable to Vail Resorts, Inc.:
Total Reported EBITDA	$	238,784		$	199,562		$	319,825		$	281,389
Depreciation and amortization	(35,588		)	(33,730		)	(105,948		)	(98,827		)
Gain (loss) on disposal of fixed assets, net	634			(224		)	(839		)	(757		)
Investment income, net	124			153			289			306
Interest expense	(16,408		)	(8,359		)	(48,745		)	(25,268		)
Income before provision for income taxes	187,546			157,402			164,582			156,843
Provision for income taxes	(69,680		)	(59,814		)	(60,953		)	(59,329		)
Net income	$	117,866		$	97,588		$	103,629		$	97,514
Net loss attributable to noncontrolling interests	80			52			204			97
Net income attributable to Vail Resorts, Inc.	$	117,946		$	97,640		$	103,833		$	97,611

F-16

11. Stock Repurchase Plan

On March 9, 2006, the Company’s Board of Directors approved the repurchase of up to 3,000,000 shares of common stock and on July 16, 2008 approved an increase of the Company’s common stock repurchase authorization by an additional 3,000,000 shares. During both the three and nine months ended April 30, 2014 and 2013, the Company did not repurchase any shares of common stock. Since inception of its stock repurchase program through April 30, 2014, the Company has repurchased 4,949,111 shares at a cost of approximately $193.2 million. As of April 30, 2014, 1,050,889 shares remained available to repurchase under the existing repurchase authorization. Shares of common stock purchased pursuant to the repurchase program will be held as treasury shares and may be used for the issuance of shares under the Company’s employee share award plan.

12. Guarantor Subsidiaries and Non-Guarantor Subsidiaries

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

Presented below is the consolidated financial information of the Parent Company, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries. Financial information for the Non-Guarantor Subsidiaries is presented in the column titled “Other Subsidiaries.” Balance sheets are presented as of April 30, 2014, July 31, 2013, and April 30, 2013. Statements of operations and statements of comprehensive income (loss) are presented for the three and nine months ended April 30, 2014 and 2013. Statements of cash flows are presented for the nine months ended April 30, 2014 and 2013. As of April 30, 2013, the Company revised its classification of advances from affiliates in the amount of $386.0 million to present it separately in the Supplemental Consolidating Condensed Balance Sheet from advances to affiliates. The Company has determined that this revision is not material to the Supplemental Consolidating Condensed Balance Sheet.

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

F-17

Supplemental Consolidating Condensed Balance Sheet

As of April 30, 2014

(in thousands)

(Unaudited)



	Parent Company		100% Owned Guarantor Subsidiaries			Other Subsidiaries			Eliminating Entries			Consolidated
Current assets:
Cash and cash equivalents	$	—	$	298,642		$	8,789		$	—		$	307,431
Restricted cash	—		11,285			1,772			—			13,057
Trade receivables, net	—		77,108			2,707			—			79,815
Inventories, net	—		60,229			180			—			60,409
Other current assets	29,217		28,961			518			—			58,696
Total current assets	29,217		476,225			13,966			—			519,408
Property, plant and equipment, net	—		1,121,251			43,136			—			1,164,387
Real estate held for sale and investment	—		170,818			—			—			170,818
Goodwill, net	—		376,491			1,729			—			378,220
Intangible assets, net	—		99,149			19,358			—			118,507
Other assets	5,274		97,136			4,154			(9,460		)	97,104
Investments in subsidiaries	2,046,019		(4,984		)	—			(2,041,035		)	—
Advances to affiliates	—		516,717			3,379			(520,096		)	—
Total assets	$	2,080,510	$	2,852,803		$	85,722		$	(2,570,591	)	$	2,448,444
Current liabilities:
Accounts payable and accrued liabilities	$	13,014	$	243,284		$	8,479		$	—		$	264,777
Income taxes payable	39,043		—			—			—			39,043
Long-term debt due within one year	—		648			231			—			879
Total current liabilities	52,057		243,932			8,710			—			304,699
Advances from affiliates	520,096		—			—			(520,096		)	—
Long-term debt	390,000		351,716			57,507			—			799,223
Other long-term liabilities	27,673		211,136			10,585			(9,460		)	239,934
Deferred income taxes	183,535		—			(62		)	—			183,473
Total Vail Resorts, Inc. stockholders’ equity (deficit)	907,149		2,046,019			(4,984		)	(2,041,035		)	907,149
Noncontrolling interests	—		—			13,966			—			13,966
Total stockholders’ equity	907,149		2,046,019			8,982			(2,041,035		)	921,115
Total liabilities and stockholders’ equity	$	2,080,510	$	2,852,803		$	85,722		$	(2,570,591	)	$	2,448,444

F-18

Supplemental Consolidating Condensed Balance Sheet

As of July 31, 2013

(in thousands)

(Unaudited)



	Parent Company		100% Owned Guarantor Subsidiaries			Other Subsidiaries			Eliminating Entries			Consolidated
Current assets:
Cash and cash equivalents	$	—	$	130,970		$	7,634		$	—		$	138,604
Restricted cash	—		10,890			1,734			—			12,624
Trade receivables, net	—		77,725			1,312			—			79,037
Inventories, net	—		68,101			217			—			68,318
Other current assets	25,190		18,475			1,221			—			44,886
Total current assets	25,190		306,161			12,118			—			343,469
Property, plant and equipment, net	—		1,124,004			45,284			—			1,169,288
Real estate held for sale and investment	—		195,230			—			—			195,230
Goodwill, net	—		379,953			1,746			—			381,699
Intangible assets, net	—		101,913			19,431			—			121,344
Other assets	6,057		96,337			4,332			(9,459		)	97,267
Investments in subsidiaries	1,861,509		(3,510		)	—			(1,857,999		)	—
Advances to affiliates	—		480,408			2,906			(483,314		)	—
Total assets	$	1,892,756	$	2,680,496		$	85,817		$	(2,350,772	)	$	2,308,297
Current liabilities:
Accounts payable and accrued liabilities	$	6,600	$	256,094		$	6,825		$	—		$	269,519
Income taxes payable	42,822		—			—			—			42,822
Long-term debt due within one year	—		775			219			—			994
Total current liabilities	49,422		256,869			7,044			—			313,335
Advances from affiliates	483,314		—			—			(483,314		)	—
Long-term debt	390,000		348,190			57,738			—			795,928
Other long-term liabilities	27,851		213,928			10,586			(9,459		)	242,906
Deferred income taxes	118,301		—			(42		)	—			118,259
Total Vail Resorts, Inc. stockholders’ equity (deficit)	823,868		1,861,509			(3,510		)	(1,857,999		)	823,868
Noncontrolling interests	—		—			14,001			—			14,001
Total stockholders’ equity	823,868		1,861,509			10,491			(1,857,999		)	837,869
Total liabilities and stockholders’ equity	$	1,892,756	$	2,680,496		$	85,817		$	(2,350,772	)	$	2,308,297

F-19

Supplemental Consolidating Condensed Balance Sheet

As of April 30, 2013

(in thousands)

(Unaudited)



	Parent Company		100% Owned Guarantor Subsidiaries			Other Subsidiaries		Eliminating Entries			Consolidated
Current assets:
Cash and cash equivalents	$	—	$	230,429		$	7,306	$	—		$	237,735
Restricted cash	—		10,894			1,097		—			11,991
Trade receivables, net	—		70,424			3,309		—			73,733
Inventories, net	—		61,014			187		—			61,201
Other current assets	28,699		20,543			1,236		—			50,478
Total current assets	28,699		393,304			13,135		—			435,138
Property, plant and equipment, net	—		993,813			46,094		—			1,039,907
Real estate held for sale and investment	—		201,861			—		—			201,861
Goodwill, net	—		270,076			1,779		—			271,855
Intangible assets, net	—		72,563			19,476		—			92,039
Other assets	6,319		37,661			4,348		(9,459		)	38,869
Investments in subsidiaries	1,885,121		(2,153		)	—		(1,882,968		)	—
Advances to affiliates	—		382,375			3,622		(385,997		)	—
Total assets	$	1,920,139	$	2,349,500		$	88,454	$	(2,278,424	)	$	2,079,669
Current liabilities:
Accounts payable and accrued liabilities	$	12,856	$	225,420		$	8,076