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Vail Resorts 10-Q 2014
MTN 2014.10.31 Q1


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 October 31, 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.
 
Large accelerated filer
 
ý
  
Accelerated filer
 
¨
 
 
 
 
Non-accelerated filer
 
¨  (Do not check if a smaller reporting company)
  
Smaller reporting company
 
¨
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 December 3, 2014, 36,316,202 shares of the registrant’s common stock were outstanding.




Table of Contents
 




PART I FINANCIAL INFORMATION
Item 1. Financial Statements — Unaudited
 

F-1





Vail Resorts, Inc.
Consolidated Condensed Balance Sheets
(In thousands, except share and per share amounts)
(Unaudited)
 
 
 
October 31, 2014
 
July 31, 2014
 
October 31, 2013
Assets
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
Cash and cash equivalents
 
$
29,840

 
$
44,406

 
$
114,225

Restricted cash
 
13,282

 
13,181

 
12,403

Trade receivables, net
 
36,137

 
95,977

 
37,551

Inventories, net
 
88,279

 
67,183

 
89,531

Other current assets
 
64,452

 
54,299

 
57,334

Total current assets
 
231,990

 
275,046

 
311,044

Property, plant and equipment, net (Note 6)
 
1,295,530

 
1,147,990

 
1,185,513

Real estate held for sale and investment
 
170,182

 
157,858

 
188,205

Goodwill, net
 
456,892

 
378,148

 
379,500

Intangible assets, net
 
144,098

 
117,523

 
120,489

Other assets
 
42,176

 
97,284

 
97,998

Total assets
 
$
2,340,868

 
$
2,173,849

 
$
2,282,749

Liabilities and Stockholders’ Equity
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
Accounts payable and accrued liabilities (Note 6)
 
$
390,270

 
$
289,218

 
$
369,551

Income taxes payable
 
31,604

 
33,966

 
39,946

Long-term debt due within one year (Note 4)
 
1,022

 
1,022

 
1,003

Total current liabilities
 
422,896

 
324,206

 
410,500

Long-term debt (Note 4)
 
819,238

 
625,600

 
797,062

Other long-term liabilities (Note 6)
 
255,186

 
260,681

 
240,725

Deferred income taxes
 
84,862

 
128,562

 
75,910

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, 41,264,761, 41,152,800 and 41,072,903 shares issued, respectively
 
413

 
412

 
411

Additional paid-in capital
 
615,680

 
612,322

 
600,215

Accumulated other comprehensive loss
 
(339
)
 
(199
)
 
(56
)
Retained earnings
 
322,163

 
401,500

 
337,178

Treasury stock, at cost, 4,949,111 shares (Note 11)
 
(193,192
)
 
(193,192
)
 
(193,192
)
Total Vail Resorts, Inc. stockholders’ equity
 
744,725

 
820,843

 
744,556

Noncontrolling interests
 
13,961

 
13,957

 
13,996

Total stockholders’ equity (Note 2)
 
758,686

 
834,800

 
758,552

Total liabilities and stockholders’ equity
 
$
2,340,868

 
$
2,173,849

 
$
2,282,749

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 October 31,
 
2014
 
2013
Net revenue:
 
 
 
Mountain
$
60,386

 
$
57,331

Lodging
58,493

 
57,214

Real estate
9,383

 
8,846

Total net revenue
128,262

 
123,391

Segment operating expense (exclusive of depreciation and amortization shown separately below):
 
 
 
Mountain
131,952

 
124,774

Lodging
57,754

 
56,905

Real estate
11,614

 
9,231

Total segment operating expense
201,320

 
190,910

Other operating (expense) income:
 
 
 
Depreciation and amortization
(35,969
)
 
(34,156
)
Gain on litigation settlement (Note 5)
16,400

 

Change in fair value of contingent consideration (Note 8)
4,550

 

Loss on disposal of fixed assets, net
(755
)
 
(429
)
Loss from operations
(88,832
)
 
(102,104
)
Mountain equity investment income, net
325

 
603

Investment (loss) income, net
(26
)
 
95

Interest expense
(13,568
)
 
(16,098
)
Loss before benefit from income taxes
(102,101
)
 
(117,504
)
Benefit from income taxes
37,777

 
44,067

Net loss
(64,324
)
 
(73,437
)
Net loss attributable to noncontrolling interests
48

 
61

Net loss attributable to Vail Resorts, Inc.
$
(64,276
)
 
$
(73,376
)
Per share amounts (Note 3):
 
 
 
Basic net loss per share attributable to Vail Resorts, Inc.
$
(1.77
)
 
$
(2.04
)
Diluted net loss per share attributable to Vail Resorts, Inc.
$
(1.77
)
 
$
(2.04
)
Cash dividends declared per share
$
0.4150

 
$
0.2075

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



F-3




Vail Resorts, Inc.
Consolidated Condensed Statements of Comprehensive Income (Loss)
(In thousands)
(Unaudited)

 
 
Three Months Ended October 31,
 
 
2014
 
2013
Net loss
 
$
(64,324
)
 
$
(73,437
)
Foreign currency translation adjustments, net of tax
 
(140
)
 
11

Comprehensive loss
 
(64,464
)
 
(73,426
)
Comprehensive loss attributable to noncontrolling interests
 
48

 
61

Comprehensive loss attributable to Vail Resorts, Inc.
 
$
(64,416
)
 
$
(73,365
)
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)
 
 
 
Three Months Ended October 31,
 
 
2014
 
2013
Cash flows from operating activities:
 
 
 
 
Net loss
 
$
(64,324
)
 
$
(73,437
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
 
Depreciation and amortization
 
35,969

 
34,156

Cost of real estate sales
 
7,015

 
6,713

Stock-based compensation expense
 
4,201

 
3,492

Deferred income taxes, net
 
(37,777
)
 
(44,067
)
Change in fair value of contingent consideration
 
(4,550
)
 

Gain on litigation settlement
 
(16,400
)
 

Park City litigation settlement payment
 
(10,000
)
 

Other non-cash income, net
 
(1,614
)
 
(1,611
)
Changes in assets and liabilities:
 
 
 
 
Trade receivables, net
 
61,016

 
43,818

Inventories, net
 
(20,733
)
 
(21,032
)
Accounts payable and accrued liabilities
 
81,156

 
82,105

Other assets and liabilities, net
 
(9,480
)
 
(13,791
)
Net cash provided by operating activities
 
24,479

 
16,346

Cash flows from investing activities:
 
 
 
 
Capital expenditures
 
(27,756
)
 
(33,804
)
Acquisition of business
 
(182,500
)
 

Other investing activities, net
 
629

 
100

Net cash used in investing activities
 
(209,627
)
 
(33,704
)
Cash flows from financing activities:
 
 
 
 
Proceeds from borrowings under long-term debt
 
213,000

 

Payments of long-term debt
 
(30,253
)
 

Dividends paid
 
(15,061
)
 
(7,489
)
Other financing activities, net
 
2,912

 
445

Net cash provided by (used in) financing activities
 
170,598

 
(7,044
)
Effect of exchange rate changes on cash and cash equivalents
 
(16
)
 
23

Net decrease in cash and cash equivalents
 
(14,566
)
 
(24,379
)
Cash and cash equivalents:
 
 
 
 
Beginning of period
 
44,406

 
138,604

End of period
 
$
29,840

 
$
114,225

 
 
 
 
 
Non-cash investing and financing activities:
 
 
 
 
Accrued capital expenditures
 
$
10,419

 
$
12,947

Capital expenditures under long-term financing
 
$
9,492

 
$

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”) operate in three business segments: Mountain, Lodging and Real Estate.
In the Mountain segment, the Company operates nine world-class mountain 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 and Park City Mountain Resort ("Park City" acquired on September 11, 2014) in 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 (except for Northstar, Canyons, Park City 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 mountain 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 mountain 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 fiscal year ended July 31, 2014. 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, 2014 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.

Canyons Retrospective Adjustment— During the fiscal year ended July 31, 2014, the Company recorded a measurement period adjustment to its Canyons preliminary purchase price allocation of $32.9 million which reduced deferred income tax assets, net with a corresponding increase to goodwill and reflected this as a retrospective adjustment as of July 31, 2013. As such, the October 31, 2013 Consolidated Condensed Balance Sheet reflects this retrospective adjustment (including the Supplemental Consolidating Condensed Balance Sheet - see Note 12, Guarantor Subsidiaries and Non-Guarantor Subsidiaries).


F-6



Noncontrolling Interests in Consolidated Condensed Financial Statements— Net loss attributable to noncontrolling interests along with net loss 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):
 
 
 
For the Three Months Ended October 31,
 
 
2014
 
2013
 
 
Vail Resorts
Stockholders’
Equity
 
Noncontrolling
Interests
 
Total
Stockholders' Equity
 
Vail Resorts
Stockholders’
Equity
 
Noncontrolling
Interests
 
Total
Stockholders' Equity
Balance, beginning of period
 
$
820,843

 
$
13,957

 
$
834,800

 
$
823,868

 
$
14,001

 
$
837,869

Net loss
 
(64,276
)
 
(48
)
 
(64,324
)
 
(73,376
)
 
(61
)
 
(73,437
)
Stock-based compensation expense
 
4,201

 

 
4,201

 
3,492

 

 
3,492

Issuance of shares under share award plans, net of shares withheld for taxes
 
(3,186
)
 

 
(3,186
)
 
(4,793
)
 

 
(4,793
)
Tax benefit from share award plans
 
2,344

 

 
2,344

 
2,843

 

 
2,843

Cash dividends paid on common stock
 
(15,061
)
 

 
(15,061
)
 
(7,489
)
 

 
(7,489
)
Contributions from noncontrolling interests, net
 

 
52

 
52

 

 
56

 
56

Foreign currency translation adjustments, net of tax
 
(140
)
 

 
(140
)
 
11

 

 
11

Balance, end of period
 
$
744,725

 
$
13,961

 
$
758,686

 
$
744,556

 
$
13,996

 
$
758,552


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 Credit Facility Revolver and 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”) are based on quoted market prices (a Level 1 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, Industrial Development Bonds and other long-term debt as of October 31, 2014 are presented below (in thousands):
 
 
 
October 31, 2014
 
 
Carrying
Value
 
Fair
Value
6.50% Notes
 
$
215,000

 
$
223,600

Industrial Development Bonds
 
$
41,200

 
$
45,690

Other long-term debt
 
$
14,424

 
$
14,804


New Accounting Standards— In May 2014, the Financial Accounting Standards Board (“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,

F-7



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.

 
3.
Net Loss Per Common Share
Basic earnings per share (“EPS”) excludes dilution and is computed by dividing net loss 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 October 31, 2014 and 2013 (in thousands, except per share amounts):
 
 
 
Three Months Ended October 31,
 
 
2014
 
2013
 
 
Basic
 
Diluted
 
Basic
 
Diluted
Net loss per share:
 
 
 
 
 
 
 
 
Net loss attributable to Vail Resorts
 
$
(64,276
)
 
$
(64,276
)
 
$
(73,376
)
 
$
(73,376
)
Weighted-average shares outstanding
 
36,249

 
36,249

 
36,026

 
36,026

Effect of dilutive securities
 

 

 

 

Total shares
 
36,249

 
36,249

 
36,026

 
36,026

Net loss per share attributable to Vail Resorts
 
$
(1.77
)
 
$
(1.77
)
 
$
(2.04
)
 
$
(2.04
)

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 excluded from the calculation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive totaled 1.7 million and 1.5 million for the three months ended October 31, 2014 and 2013, respectively.

The Company paid dividends of $0.4150 per share and $0.2075 per share ($15.1 million and $7.5 million in the aggregate) during the three months ended October 31, 2014 and 2013, respectively. On December 5, 2014 the Company’s Board of Directors declared a quarterly cash dividend of $0.4150 per share payable on January 12, 2015 to stockholders of record as of December 29, 2014.
 

4.
Long-Term Debt
Long-term debt as of October 31, 2014July 31, 2014 and October 31, 2013 is summarized as follows (in thousands):
 
 
 
Maturity (a)
 
October 31, 2014
 
July 31, 2014
 
October 31, 2013
Credit Facility Revolver
 
2019
 
$
183,000

 
$

 
$

Industrial Development Bonds
 
2020
 
41,200

 
41,200

 
41,200

Employee Housing Bonds
 
2027-2039
 
52,575

 
52,575

 
52,575

6.50% Notes
 
2019
 
215,000

 
215,000

 
390,000

Canyons obligation
 
2063
 
313,258

 
311,858

 
307,706

Other
 
2015-2029
 
15,227

 
5,989

 
6,584

Total debt
 
 
 
820,260

 
626,622

 
798,065

Less: Current maturities (b)
 
 
 
1,022

 
1,022

 
1,003

Long-term debt
 
 
 
$
819,238

 
$
625,600

 
$
797,062

 
(a)
Maturities are based on the Company’s July 31 fiscal year end.
(b)
Current maturities represent principal payments due in the next 12 months.


F-8



Aggregate maturities for debt outstanding as of October 31, 2014 reflected by fiscal year are as follows (in thousands):
 
 
Total
2015
$
778

2016
257

2017
270

2018
271

2019
398,286

Thereafter
420,398

Total debt
$
820,260

 
 
The Company incurred gross interest expense of $13.6 million and $16.1 million for the three months ended October 31, 2014 and 2013, respectively, of which $0.4 million and $0.5 million, respectively, were amortization of deferred financing costs. The Company had no capitalized interest during the three months ended October 31, 2014 and 2013.
 
5.
Acquisition

Park City Mountain Resort
On September 11, 2014, VR CPC Holdings, Inc. ("VR CPC"), a wholly-owned subsidiary of the Company, and Greater Park City Company, Powdr Corp., Greater Properties, Inc., Park Properties, Inc., and Powdr Development Company (collectively, “Park City Sellers”) entered into a Purchase and Sale Agreement (the “Purchase Agreement”) providing for the acquisition of substantially all of the assets related to Park City in Park City, Utah. The cash purchase price was $182.5 million, subject to certain post-closing adjustments. The Company funded the cash purchase price through borrowings under the revolver portion of its existing credit facility.

As provided under the Purchase Agreement, the Company acquired the property, assets and operations of Park City, which includes the ski area and related amenities, from Park City Sellers and assumed leases of certain realty, acquired certain assets, and assumed certain liabilities of Park City Sellers relating to Park City. In addition to the Purchase Agreement, the parties settled the ongoing litigation related to the validity of a lease of certain land owned by Talisker Land Holdings, LLC under the ski terrain of Park City (the "Park City Litigation"). In connection with settling the Park City Litigation, the Company recorded a non-cash gain of $16.4 million in the Mountain segment for the three months ended October 31, 2014. The gain on litigation settlement represents the estimated fair value of the rents (including damages and interest) due the Company from the Park City Sellers for their use of land and improvements from the Canyons transaction date of May 29, 2013 to the Park City acquisition date. Additionally, the Company assigned a fair value of $10.1 million to the settlement of the Park City Litigation that applied to the period prior to the Canyons transaction. The combined fair value of the Park City Litigation settlement of $26.5 million was determined by applying market capitalization rates to the estimated fair market value of the land and improvements, plus an estimate of statutory damages and interest. The estimated fair value of the Park City Litigation settlement was not received in cash, but was instead reflected as part of the cash price negotiated for the Park City acquisition. Accordingly, the estimated fair value of the Park City Litigation settlement was included in the total consideration for the acquisition of Park City. Under an agreement entered into in conjunction with the Canyons transaction, the Company made a $10.0 million payment to Talisker in the three months ended October 31, 2014, resulting from the settlement of the Park City Litigation.

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-9



 
Estimates of Fair Value at Effective Date of Transaction
Accounts receivable
$
1,343

Other assets
3,259

Property, plant and equipment
76,563

Deferred income tax assets, net
7,444

Real estate held for sale and investment
20,000

Intangible assets
27,800

Goodwill
78,857

Total identifiable assets acquired
$
215,266

Accounts payable and accrued liabilities
$
1,955

Deferred revenue
4,361

Total liabilities assumed
$
6,316

Total purchase price
$
208,950


The estimated fair values of assets acquired and liabilities assumed in the acquisition of Park City are preliminary and are based on the information that was available as of the acquisition 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 acquisition date.

The excess of the purchase price over the aggregate fair values of assets acquired and liabilities assumed was recorded as goodwill. The goodwill recognized is attributable primarily to expected synergies, the assembled workforce of Park City and other factors. The majority of goodwill is expected to be deductible for income tax purposes. The intangible assets consist of trademarks, water rights, and customer lists. The intangible assets have a weighted-average amortization period of approximately 46 years. The operating results of Park City, which are recorded in the Mountain segment, contributed $0.8 million of net revenue for the three months ended October 31, 2014. The Company has recognized $0.9 million of transaction related expenses in Mountain operating expense in the Consolidated Statements of Operations for the three months ended October 31, 2014.

Certain land and improvements in the Park City ski area (excluding the base area) was part of the Talikser leased premises to Park City and was subject to the on-going Park City Litigation as of the Canyons transaction date, and as such, was recorded as a deposit ("Park City Deposit") for the potential future interests in the land and associated improvements at its estimated fair value in conjunction with the Canyons transaction. Upon settlement of the Park City Litigation, the land and improvements associated with the Talisker leased premises became subject to the Canyons lease, and as a result, the Company reclassified the Park City Deposit to the respective assets within property, plant and equipment in the three months ended October 31, 2014. The inclusion of the land and certain land improvements that was subject to the Park City Litigation and now included in the Canyons lease requires no additional consideration from the Company to Talisker, but the financial contribution from the operations of Park City will be included as part of the calculation of EBITDA for the resort operations, and as a result, factor into the participating contingent payments (see Note 8, Fair Value Measurements). The majority of the assets acquired under the Park City acquisition, although not under lease, are subject to the terms and conditions of the Canyons lease.

The following presents the unaudited pro forma consolidated financial information of the Company as if the acquisition of Park City was completed on August 1, 2013. 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; (iii) related-party land leases; and (iv) transaction and business integration related costs. 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, 2013 (in thousands, except per share amounts).


F-10



 
 
Three Months Ended
October 31,
 
 
2014
2013
Pro forma net revenue
 
$
130,298

$
126,192

Pro forma net loss attributable to Vail Resorts, Inc.
 
$
(64,267
)
$
(76,898
)
Pro forma basic net loss per share attributable to Vail Resorts, Inc.
 
$
(1.77
)
$
(2.13
)

6.
Supplementary Balance Sheet Information
The composition of property, plant and equipment follows (in thousands):
 
 
October 31, 2014
 
July 31, 2014
 
October 31, 2013
Land and land improvements
 
$
409,060

 
$
348,328

 
$
343,971

Buildings and building improvements
 
948,932

 
907,280

 
885,054

Machinery and equipment
 
731,782

 
700,745

 
647,856

Furniture and fixtures
 
268,536

 
269,209

 
262,334

Software
 
98,899

 
98,653

 
93,188

Vehicles
 
55,788

 
55,724

 
49,789

Construction in progress
 
74,996

 
31,487

 
88,490

Gross property, plant and equipment
 
2,587,993

 
2,411,426

 
2,370,682

Accumulated depreciation
 
(1,292,463
)
 
(1,263,436
)
 
(1,185,169
)
Property, plant and equipment, net
 
$
1,295,530

 
$
1,147,990

 
$
1,185,513

The composition of accounts payable and accrued liabilities follows (in thousands): 
 
 
October 31, 2014
 
July 31, 2014
 
October 31, 2013
Trade payables
 
$
94,035

 
$
71,823

 
$
100,125

Deferred revenue
 
198,133

 
110,566

 
166,705

Accrued salaries, wages and deferred compensation
 
18,379

 
29,833

 
16,857

Accrued benefits
 
20,046

 
21,351

 
18,135

Deposits
 
14,614

 
15,272

 
12,972

Accrued interest
 
8,595

 
5,429

 
13,447

Other accruals
 
36,468

 
34,944

 
41,310

Total accounts payable and accrued liabilities
 
$
390,270

 
$
289,218

 
$
369,551


F-11



The composition of other long-term liabilities follows (in thousands):
 
 
October 31, 2014
 
July 31, 2014
 
October 31, 2013
Private club deferred initiation fee revenue
 
$
127,879

 
$
128,824

 
$
130,108

Unfavorable lease obligation, net
 
30,817

 
31,338

 
33,369

Other long-term liabilities
 
96,490

 
100,519

 
77,248

Total other long-term liabilities
 
$
255,186

 
$
260,681

 
$
240,725

The changes in the net carrying amount of goodwill allocated between the Company's segments for the three months ended October 31, 2014 are as follows (in thousands):
 
Mountain
Lodging
Goodwill, net
Balance at July 31, 2014
$
310,249

$
67,899

$
378,148

Acquisition
78,857


78,857

Effects of changes in foreign currency exchange rates
(113
)

(113
)
Balance at October 31, 2014
$
388,993

$
67,899

$
456,892


 
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 October 31, 2014, the Employee Housing Entities had total assets of $27.3 million (primarily recorded in property, plant and equipment, net) and total liabilities of $64.1 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 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 October 31, 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 measured at fair value (all other assets and liabilities measured at fair value are immaterial) (in thousands):
 

F-12



 
 
 
 
 
 
 
 
 
 
 
 
 
Fair Value Measurement as of October 31, 2014
 
Description
 
Balance at October 31, 2014
 
Level 1
 
Level 2
 
Level 3
 
 
Assets:
 
 
 
 
 
 
 
 
 
Money Market
 
$
8,391

 
$
8,391

 
$

 
$

 
Commercial Paper
 
$
1,770

 
$

 
$
1,770

 
$

 
Certificates of Deposit
 
$
3,530

 
$

 
$
3,530

 
$

 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
Contingent Consideration
 
$
6,000

 
$

 
$

 
$
6,000

 
 
 
 
 
 
 
Fair Value Measurement as of July 31, 2014
 
Description
 
Balance at July 31, 2014
 
Level 1
 
Level 2
 
Level 3
 
Assets:
 
 
 
 
 
 
 
 
 
Money Market
 
$
9,022

 
$
9,022

 
$

 
$

 
Commercial Paper
 
$
630

 
$

 
$
630

 
$

 
Certificates of Deposit
 
$
880

 
$

 
$
880

 
$

 
 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
Contingent Consideration
 
$
10,500

 
$

 
$

 
$
10,500

 
 
 
 
 
 
 
Fair Value Measurement as of October 31, 2013
 
Description
 
Balance at October 31, 2013
 
Level 1
 
Level 2
 
Level 3
 
Assets:
 
 
 
 
 
 
 
 
 
Money Market
 
$
9,023

 
$
9,023

 
$

 
$

 
Commercial Paper
 
$
630

 
$

 
$
630

 
$

 
Certificates of Deposit
 
$
630

 
$

 
$
630

 
$

 
 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
Contingent Consideration
 
$
9,100

 
$

 
$

 
$
9,100


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 changes in Contingent Consideration during the three months ended October 31, 2014 and 2013 were as follows:

 
2014
2013
Balance at July 31,
$
10,500

$
9,100

Change in fair value
(4,500
)

Balance at October 31,
$
6,000

$
9,100


The lease for Canyons provides for participating contingent payments to Talisker of 42% of the amount by which EBITDA for the resort operations, as calculated under the lease, exceed 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 fair value of Contingent Consideration includes the resort operations of Park City in the calculation of EBITDA on which participating contingent payments are made, and increases the EBITDA threshold before which participating contingent payments are made equal to 10% of the purchase price paid by the Company, plus future capital expenditures. The Company estimated the fair value of the Contingent Consideration payments using an option pricing valuation model. Key assumptions included a discount rate of 11.5%, volatility of 20.0%, and credit risk of 3.0%. The model also incorporates assumptions for EBITDA and capital expenditures which are unobservable inputs and thus are considered Level 3 inputs. As Contingent Consideration is classified as a liability, the liability is remeasured to fair value at each reporting date until the contingency is resolved. During the three months ended October 31, 2014, the Company recorded a decrease of

F-13



$4.5 million in the estimated fair value of the participating contingent payments, and recorded the related gain in loss from operations. The estimated fair value of the contingent consideration is $6.0 million as of October 31, 2014 and this liability is recorded in other long-term liabilities in the Consolidated Balance Sheets.

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 October 31, 2014July 31, 2014 and October 31, 2013, respectively, with respect to the estimated present value of future RSRMD capital improvement fees. The Company estimates it will make capital improvement fee payments under this arrangement through the year ending July 31, 2029.

Guarantees/Indemnifications
As of October 31, 2014, the Company had various other letters of credit for $58.9 million, consisting primarily of $53.4 million in to support 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’ 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 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 for their use of the Company's trademarks and logos. The Company does not record any liabilities with respect to these indemnifications.

Self Insurance

F-14



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 deemed to be probable losses and estimable. As of October 31, 2014July 31, 2014 and October 31, 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 mountain resorts and ski 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, plus gain on litigation settlement), 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 (loss), 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.

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 plus gain on litigation settlement. 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.

F-15



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 October 31,
 
2014
 
2013
Net revenue:
 
 
 
Lift
$

 
$

Ski school

 

Dining
8,039

 
7,464

Retail/rental
29,473

 
28,900

Other
22,874

 
20,967

Total Mountain net revenue
60,386

 
57,331

Lodging
58,493

 
57,214

Total Resort net revenue
118,879

 
114,545

Real estate
9,383

 
8,846

Total net revenue
$
128,262

 
$
123,391

Operating expense:
 
 
 
Mountain
$
131,952

 
$
124,774

Lodging
57,754

 
56,905

Total Resort operating expense
189,706

 
181,679

Real estate
11,614

 
9,231

Total segment operating expense
$
201,320

 
$
190,910

Gain on litigation settlement
$
16,400

 
$

Mountain equity investment income, net
$
325

 
$
603

Reported EBITDA:
 
 
 
Mountain
$
(54,841
)
 
$
(66,840
)
Lodging
739

 
309

Resort
(54,102
)
 
(66,531
)
Real estate
(2,231
)
 
(385
)
Total Reported EBITDA
$
(56,333
)
 
$
(66,916
)
 
 
 
 
Real estate held for sale and investment
$
170,182

 
$
188,205

 
 
 
 
Reconciliation to net loss attributable to Vail Resorts, Inc.:
 
 
 
Total Reported EBITDA
$
(56,333
)
 
$
(66,916
)
Depreciation and amortization
(35,969
)
 
(34,156
)
Change in fair value of contingent consideration
4,550

 

Loss on disposal of fixed assets, net
(755
)
 
(429
)
Investment (loss) income, net
(26
)
 
95

Interest expense
(13,568
)
 
(16,098
)
Loss before benefit from income taxes
(102,101
)
 
(117,504
)
Benefit from income taxes
37,777

 
44,067

Net loss
$
(64,324
)
 
$
(73,437
)
Net loss attributable to noncontrolling interests
48

 
61

Net loss attributable to Vail Resorts, Inc.
$
(64,276
)
 
$
(73,376
)


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 the three months ended October 31, 2014 and 2013, the Company did not repurchase any shares of common

F-16



stock. Since inception of its stock repurchase program through October 31, 2014, the Company has repurchased 4,949,111 shares at a cost of approximately $193.2 million. As of October 31, 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 October 31, 2014, July 31, 2014, and October 31, 2013. Statements of operations and statements of comprehensive income (loss) are presented for the three months ended October 31, 2014 and 2013. Statements of cash flows are presented for the three months ended October 31, 2014 and 2013. As of October 31, 2013, the Company revised its classification of advances to Parent in the amount of $492.6 million to properly present it as contra equity in the Supplemental Consolidating Condensed Balance Sheet from advances to Parent within total assets. The Company has determined that this revision is not material to the Supplemental Consolidating Condensed Balance Sheet.
Investments in subsidiaries are accounted for by the Parent Company and Guarantor Subsidiaries using the equity method of accounting. Net income (loss) of Guarantor 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 October 31, 2014
(in thousands)
(Unaudited)
 
 
 
Parent
Company
 
100%
Owned
Guarantor
Subsidiaries
 
Other
Subsidiaries
 
Eliminating
Entries
 
Consolidated
Current assets:
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$

 
$
20,598

 
$
9,242

 
$

 
$
29,840

Restricted cash
 

 
11,304

 
1,978

 

 
13,282

Trade receivables, net
 

 
33,241

 
2,896

 

 
36,137

Inventories, net
 

 
88,079

 
200

 

 
88,279

Other current assets
 
30,857

 
33,256

 
339

 

 
64,452

Total current assets
 
30,857

 
186,478

 
14,655

 

 
231,990

Property, plant and equipment, net
 

 
1,254,155

 
41,375

 

 
1,295,530

Real estate held for sale and investment
 

 
170,182

 

 

 
170,182

Goodwill, net
 

 
455,348

 
1,544

 

 
456,892

Intangible assets, net
 

 
124,901

 
19,197

 

 
144,098

Other assets
 
2,617

 
45,551

 
3,988

 
(9,980
)
 
42,176

Investments in subsidiaries
 
1,882,979

 
(8,865
)
 

 
(1,874,114
)
 

Advances to affiliates
 

 

 
2,448

 
(2,448
)
 

Total assets
 
$
1,916,453

 
$
2,227,750

 
$
83,207

 
$
(1,886,542
)
 
$
2,340,868

Current liabilities:
 
 
 
 
 
 
 
 
 
 
Accounts payable and accrued liabilities
 
$
7,267

 
$
373,235

 
$
9,768

 
$

 
$
390,270

Income taxes payable
 
31,604

 

 

 

 
31,604

Long-term debt due within one year
 

 
778

 
244

 

 
1,022

Total current liabilities
 
38,871

 
374,013

 
10,012

 

 
422,896

Advances from affiliates
 
783,910

 
2,448

 

 
(786,358
)
 

Long-term debt
 
215,000

 
546,975

 
57,263

 

 
819,238

Other long-term liabilities
 
48,875

 
205,245

 
11,046

 
(9,980
)
 
255,186

Deferred income taxes
 
85,072

 

 
(210
)
 

 
84,862

Total Vail Resorts, Inc. stockholders’ equity (deficit)
 
744,725

 
1,882,979

 
(8,865
)
 
(1,874,114
)
 
744,725

Advances to Parent
 

 
(783,910
)
 

 
783,910

 

Noncontrolling interests
 

 

 
13,961

 

 
13,961

Total stockholders’ equity
 
744,725

 
1,099,069

 
5,096

 
(1,090,204
)
 
758,686

Total liabilities and stockholders’ equity
 
$
1,916,453

 
$
2,227,750

 
$
83,207

 
$
(1,886,542
)
 
$
2,340,868



F-18



Supplemental Consolidating Condensed Balance Sheet
As of July 31, 2014
(in thousands)
(Unaudited)
 
 
 
Parent
Company
 
100%
Owned
Guarantor
Subsidiaries
 
Other
Subsidiaries
 
Eliminating
Entries
 
Consolidated
Current assets:
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$

 
$
35,070

 
$
9,336

 
$

 
$
44,406

Restricted cash
 

 
11,321

 
1,860

 

 
13,181

Trade receivables, net
 

 
94,390

 
1,587

 

 
95,977

Inventories, net
 

 
66,988

 
195

 

 
67,183

Other current assets
 
29,249

 
24,736

 
314

 

 
54,299

Total current assets
 
29,249

 
232,505

 
13,292

 

 
275,046

Property, plant and equipment, net
 

 
1,105,830

 
42,160

 

 
1,147,990

Real estate held for sale and investment
 

 
157,858

 

 

 
157,858

Goodwill, net
 

 
376,491

 
1,657

 

 
378,148

Intangible assets, net
 

 
98,227

 
19,296

 

 
117,523

Other assets
 
2,762

 
100,365

 
4,137

 
(9,980
)
 
97,284

Investments in subsidiaries
 
1,945,001

 
(7,188
)
 

 
(1,937,813
)
 

Advances to affiliates
 

 

 
2,621

 
(2,621
)
 

Total assets
 
$
1,977,012

 
$
2,064,088

 
$
83,163

 
$
(1,950,414
)
 
$
2,173,849

Current liabilities:
 
 
 
 
 
 
 
 
 
 
Accounts payable and accrued liabilities
 
$
3,803

 
$
277,738

 
$
7,677

 
$

 
$
289,218

Income taxes payable
 
33,966

 

 

 

 
33,966

Long-term debt due within one year
 

 
791

 
231

 

 
1,022

Total current liabilities
 
37,769

 
278,529

 
7,908

 

 
324,206

Advances from affiliates
 
725,839

 
2,621

 

 
(728,460
)
 

Long-term debt
 
215,000

 
353,093

 
57,507

 

 
625,600

Other long-term liabilities
 
48,875

 
210,683

 
11,103

 
(9,980
)
 
260,681

Deferred income taxes
 
128,686

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