SEC Info  
  Home     Search     My Interests     Help     Sign In     Please Sign In  

Vail Resorts Inc · 10-K405 · For 7/31/01

Filed On 10/29/01   ·   SEC File 1-09614   ·   Accession Number 812011-1-500015

  in   Show  and 
  As Of               Filer                 Filing     As/For/On Docs:Pgs

10/29/01  Vail Resorts Inc                  10-K405     7/31/01    4:81

Annual Report -- [X] Reg. S-K Item 405   ·   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405     Fy'01 Vail Resorts, Inc. Form 10-K                  HTML    621K 
 2: EX-10.13    Ex 10.13 Daly Employment Agreement                  HTML     39K 
 3: EX-10.14(B)  Ex 10.14(B) Aron Employment Agreement              HTML     36K 
 4: EX-21       Ex 21 Subsidiaries of Vail Resorts, Inc.            HTML     21K 


10-K405   ·   Fy'01 Vail Resorts, Inc. Form 10-K
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page
"Part I
"Item 1. Business
"Resort segment
"Real Estate segment
"The Technology segment
"Item 2. Properties
"Item 3. Legal Proceedings
"Item 4. Submission of Matters to a Vote of Security Holders
"Part Ii
"Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
"Item 6. Selected Financial Data
"Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
"Fiscal year ended July 31, 2001 versus fiscal year ended July 31, 2000
"Fiscal year ended July 31, 2000 versus fiscal year ended July 31, 1999
"Risks and Uncertainties
"Changes in the Competitive Environment of the Ski and Resort Industries, General Business and Economic Conditions, the Weather and Other Factors
"Cautionary Statement
"Item 7A. Quantitative and Qualitative Disclosures About Market Risk
"Item 8. Financial Statements and Supplementary Data
"F-1
"Consolidated Financial Statements
"Report of Independent Public Accountants
"F-2
"Consolidated Balance Sheets
"F-3
"Consolidated Statements of Operations
"F-4
"Consolidated Statements of Stockholders' Equity
"F-5
"Consolidated Statements of Cash Flows
"F-6
"Notes to the Consolidated Financial Statements
"Notes to Consolidated Financial Statements
"F-7
"Summary of Significant Accounting Policies (Note 2)
"Note 3
"Note 4 of the Notes to Consolidated Financial Statements
"Note 4
"Note 5
"Note 7
"Note 9
"Note 10, Segment Information
"Note 11
"Note 12
"Note 13 of the Notes to Consolidated Financial Statements for Selected Quarterly Financial Data
"Note 16, Subsequent Events
"Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
"Part Iii
"Item 10. Directors and Executive Officers of the Registrant
"Item 11. Executive Compensation
"Item 12. Security Ownership of Certain Beneficial Owners and Management
"Item 13. Certain Relationships and Related Transactions
"Part Iv
"Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

This is an EDGAR HTML document rendered as filed.  [ Alternative Formats ]


  UNITED STATES  

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K. --ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

[X]

Annual Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of 1934

[Fee Required]

 

For the fiscal year ended

July 31, 2001                                                                                                                           

[   ]

Transition Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of 1934

[No Fee Required]

 

 

 

For the transition period from

                                                                       to                                                             

 

 

Commission File Number:

  1-9614                                                                                                                                

           Vail Resorts, Inc.            

(Exact name of registrant as specified in its charter)

                                Delaware                                

 

                                51-0291762                                

(State or other jurisdiction of

 

(I.R.S. Employer

Incorporation or organization)

 

Identification No.)

 

 

 

           Post Office Box 7 Vail, Colorado           

 

                              81658                              

(Address of principal executive offices)

 

(Zip Code)

 

 

 

(Registrant's telephone number, including area code)

                                                 (970) 476-5601                             

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

Title of each class:

 

Name of each exchange on which registered:

             Common Stock, $0.01 par value             

 

                  New York Stock Exchange                  

 

 

 

Securities registered pursuant to Section 12(g) of the Act:

                                                                                          None.                                                                                          

(Title of class)

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

 

 

[X]

Yes

[   ]

No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K. [X]

The aggregate market value of the common stock held by non-affiliates of the registrant was approximately $459.7 million on October 16, 2001, and was calculated using the per share closing price thereof on the New York Stock Exchange Composite Tape. As of October 16, 2001, 35,131,655 shares were issued and outstanding, of which 7,439,834 shares were Class A Common Stock and 27,691,821 shares were Common Stock.

DOCUMENTS INCORPORATED BY REFERENCE

 

The Proxy Statement for the Annual Meeting of Shareholders to be held January 9, 2002 is incorporated by reference herein into Part III, Items 10 through 13.

Table of Contents

PART I

 

 

Item 1.    Business.

2

Item 2.    Properties.

8

Item 3.    Legal Proceedings.

9

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

10

 

 

PART II

 

 

 

Item 5.    Market for Registrant's Common Equity and Related Stockholder Matters.

10

Item 6.    Selected Financial Data.

11

Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations.

13

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

22

Item 8.    Financial Statements and Supplementary Data.

F-1

Item 9.    Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

23

 

 

PART III

 

 

 

Item 10.  Directors and Executive Officers of the Registrant.

23

Item 11.  Executive Compensation.

23

Item 12.  Security Ownership of Certain Beneficial Owners and Management.

23

Item 13.  Certain Relationships and Related Transactions.

23

 

 

PART IV

 

 

 

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K.

23

 PART I

 ITEM 1.  BUSINESS

General

Vail Resorts, Inc. was organized as a holding company in 1997 and operates through various subsidiaries (collectively, the "Company"). The Company is one of the leading resort operators in North America. The Company's operations are grouped into three segments, Resort, Real Estate, and Technology, which represented approximately 94%, 6%, and less than 1%, respectively, of the Company's revenues for the 2001 fiscal year. The Company's Resort segment owns and operates five resort properties which provide a comprehensive resort experience throughout the year to a diverse clientele with an attractive demographic profile. The Company's Real Estate segment develops, buys and sells real estate in and around the Company's resort communities. The Technology segment is engaged in the development and sale of technology-based products and services for the hospitality and resort industries. Financial information by segment is presented in Note 10, Segment Information, of the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this report.

In October 2001, the Company announced that the Company had entered into an agreement with Olympus Real Estate Partners ("Olympus"), a private investment fund, to acquire a majority interest in Rockresorts International LLC ("Rockresorts"), a luxury resort hotel management company, and had secured management contracts on Olympus' five resort hotels across the United States. The Company also announced that it had entered into a contract to acquire The Ritz-Carlton, Rancho Mirage from Olympus. The hotel will be renamed The Lodge at Rancho Mirage and will be managed by Rockresorts. Additionally, Vail Resorts announced that five of its existing hotels, currently managed as independent properties, will be re-branded and managed by Rockresorts. Both transactions are scheduled to close on November 1, 2001. See Note 16, Subsequent Events, of the Notes to the Consolidated Financials Statements included in Part I, Item 8 of this report for more detailed information on the transactions.

 Resort Segment

The Company's portfolio of resorts currently includes:

Our resorts derive revenue through a comprehensive package of amenities available to guests, including lift ticket sales, ski and snowboard lesson packages, a large inventory of resort accommodations, retail and equipment rental outlets, a variety of dining venues, meeting and event planning services, private club operations, and other recreational activities such as golf, tennis, horseback riding, guided fishing, float trips, and on-mountain activities centers. In addition to providing extensive guest amenities, the Company also engages in commercial leasing of restaurant, retail and other commercial space, real estate brokerage services, and extensive licensing and sponsorship activities with other brand-name companies.

Vail, Beaver Creek, Breckenridge and Keystone, all located within Colorado, are year-round mountain resorts offering a full complement of on- and off-snow activities, including skiing, snowboarding, telemark skiing, skiboarding, snowshoeing, tubing, thrill sledding, mountain biking, golf, and many other activities. GTLC is an exclusively summer destination resort with operations within Grand Teton National Park in Wyoming and a golf and tennis club located outside the park. The Company also owns a 51% interest in Snake River Lodge & Spa ("SRL&S"), a year-round lodging property located at the base of the Jackson Hole ski area in Teton Village which is operated by GTLC.

There are approximately 800 ski areas in North America and approximately 490 in the United States, ranging from small ski area operations which service day skiers to large resorts which attract both day skiers and destination resort guests looking for a comprehensive vacation experience. Our ski resorts appeal to both day skiers and destination guests due to the resorts' proximity to Colorado's Front Range (Denver/Colorado Springs metropolitan areas), accessibility from Denver International Airport, Vail/Eagle County Airport and Colorado Springs Airport, and the wide range of amenities available at each resort. Colorado has approximately 26 ski areas, eight of which are classified by Colorado Ski Country USA as "Front Range Destination Resorts", catering to both the Front Range and destination skier markets. The Company's ski resorts accounted for approximately 69% of total Colorado skier visits in the Front Range Destination Resort market for the 2000/01 ski season.

The primary ski industry statistic for measuring performance is "skier visit", defined as one person using a ski area for all or any part of a day or night, and includes both paid and complimentary access. During the 2000/01 ski season, combined skier visits for all North American ski areas were approximately 75.1 million, U.S. skier visits approximated 57.3 million, and Colorado ski areas recorded approximately 11.5 million skier visits. The Company's four ski resorts had 5.0 million total skier visits during the 2000/01 ski season, representing an approximate 43% share of total Colorado skier visits, an approximate 8.7% share of U.S. skier visits, and an approximate 6.6% share of the North American market's skier visits. Skier visits at the Company's four ski resorts increased 8.3% from the 1999/2000 season to the 2000/01 season.

The ski resort industry has undergone a period of consolidation in recent years, as the cost of capital improvements and infrastructure required to remain competitive has increased. As a result, the 2000/01 season marked the lowest number of operating resorts in the U.S. in at least 19 seasons. Despite this consolidation, the industry remains highly fragmented, as no single resort operator accounted for more than 10% of the United States' 57.3 million skier visits during the 2000/01 season. However, we believe that the consolidation trend will continue, and as such we will continue to selectively review and pursue those acquisition opportunities which we believe will provide attractive investment returns.

The ski resort industry is highly competitive. The Company competes with other ski areas in Colorado, the United States, and worldwide, as well as other non-ski vacation destinations for guests. The Company's major U.S. competitors include ski resorts in Utah, Lake Tahoe, New England and other major Colorado ski areas including the Aspen area resorts, Copper Mountain, Crested Butte, Steamboat Springs, Telluride and Winter Park. Ski resorts compete for skiers in a variety of categories, including terrain, challenge, grooming, service, lifts, accessibility, value, weather/snow and on- and off-mountain amenities. Our resorts consistently rank in the top 20 resorts in North America according to industry surveys.

Our ski resorts are highly competitive in all categories with respect to attracting day skiers and destination guests for the following reasons:

We promote our resorts through an extensive marketing and sales program, which includes direct print media advertising in ski industry and lifestyle publications, direct marketing to a targeted audience, promotional programs, loyalty programs which reward frequent guests, and sales and marketing directed at attracting groups, corporate meetings, and convention business. Additionally, we market directly to many of our guests through our websites, which provide visitors with information regarding each of our resorts, including services and amenities, reservations information and virtual tours (nothing contained on the websites shall be deemed incorporated herein). We continue to enhance our website and Internet capabilities, which will provide the opportunity to improve our overall guest experience and more successfully market our resorts as use of the Internet grows as a vacation-planning tool.

Ski resort operations are highly seasonal in nature, with a typical ski season beginning in early November and running through late April. In an effort to counter-balance the concentration of revenues in the winter months, we offer many non-ski season attractions, such as golf, tennis, guided fishing, and float trips. In addition, we have established ourselves as a leader in the growing sport of mountain biking; Vail hosted the 2001 World Mountain Biking Championships in September 2001.

In addition to summer operations at the ski resorts, the Company owns and operates GTLC, the Company's first resort with a predominantly summer operating season. GTLC is based in the Jackson Hole Valley in Wyoming and operates within Grand Teton National Park (the "Park") under a concessionaire contract with the National Park Service. GTLC also owns and operates Jackson Hole Golf & Tennis Club ("JHG&TC"), which is located outside of the park. In addition, GTLC operates SRL&S, located in Teton Village at the base of the Jackson Hole ski area. The Company has a 51% ownership interest in SRL&S. GTLC's operations within the Park and JHG&TC have operating seasons that generally run from mid-May to mid-October; operations are closed during the winter months due to lack of facility winterization features. However, SRL&S operates year-round due to its desirable location in Teton Village, proximate to the Jackson Hole ski area, Grand Teton National Park, and the town of Jackson, Wyoming.

There are over 375 areas within the National Park System covering more than 84 million acres across the United States and its territories. Of the over 375 areas, approximately 55 are classified as National Parks. There are more than 500 National Park Service concessionaires, ranging from small privately held businesses to large corporate conglomerates. The National Park Service uses "recreation visits" to measure visitations within the National Park System. In calendar 2000, areas designated as National Parks received over 66 million recreation visits. Grand Teton National Park ("the Park"), which spans approximately 310,000 acres, had 2.6 million recreation visits during calendar 2000, or approximately 4% of total National Park recreation visits. Four concessionaires provide accommodations within the Park, including GTLC. GTLC offers three lodging options within the Park: Jackson Lake Lodge, a full-service 385-room resort with conference facilities which can accommodate up to 650 people; the Jenny Lake Lodge, a small, rustically elegant retreat with 37 cabins; and Colter Bay Village, a family-oriented facility with 166 log cabins, 66 tent cabins, and a 112-space RV park. GTLC offers dining options as extensive as its lodging options, with cafeterias, casual eateries, and fine-dining establishments. GTLC's resorts provide a wide array of activities for guests to enjoy, including cruises on Jackson Lake, boat rentals, horseback riding, guided fishing, float trips, golf and guided park tours. Because of the extensive amenities offered as well as the tremendous popularity of the National Park System, GTLC's resorts within the Park operate near full capacity during their operating season.

Jackson Hole Golf & Tennis Club is open to both members and non-members. The 18-hole golf course, designed by Robert Trent Jones, Jr., is rated number one in Wyoming by Golf Digest magazine. There are less than 50 golf courses in the state of Wyoming, and only two in the Jackson Hole area. In addition, the tennis facility offers six tennis courts.

The Company acquired a 51% ownership interest in SRL&S in December 2000. Located in Teton Village at the base of the Jackson Hole ski area, SRL&S has 95 deluxe hotel rooms and 75 luxury condominium bedrooms. The property also features a fine dining restaurant, meeting and conference space, and a new 8,000 square foot indoor/outdoor pool complex. In addition, a 10,000 square foot spa and fitness center is currently under construction and scheduled for completion during the 2001/02 ski season.

 Real Estate Segment

The Company has extensive holdings of real property at our resorts throughout Summit and Eagle Counties in Colorado and in the Jackson Hole Valley in Wyoming. Our real estate operations include the planning, oversight, marketing, infrastructure improvement and development of the Company's real property holdings. In addition to the substantial cash flow generated from real estate sales, these development activities benefit the Company's resort operations through (1) the creation of additional resort lodging which is available to our guests, (2) the ability to control the architectural theming of our resorts, (3) the creation of unique facilities and venues (primarily restaurant and retail operations) which provide us with the opportunity to create new sources of recurring revenue and (4) the expansion of our property management and brokerage operations, which are the preferred providers of these services for all developments on our land.

In order to facilitate the development and sale of our real estate holdings, Vail Resorts Development Company ("VRDC"), a wholly owned subsidiary of the Company, also invests in mountain improvements, such as ski lifts, snowmaking equipment and trail construction. While these mountain improvements enhance the value of the real estate held for sale (for example, by providing ski-in/ski-out accessibility), they also benefit resort operations. In most cases, VRDC seeks to minimize our exposure to development risks and maximize the long-term value of our real property holdings by selling developed and entitled land to third party developers for cash payments prior to the commencement of construction, while retaining approval of the development plans as well as an interest in the developer's profit. We also typically retain the option to purchase at cost any retail/commercial space created in a development. We are able to secure these benefits from third-party developers because of the high property values and strong demand associated with property in close proximity to our mountain resort facilities.

VRDC's principal activities include (1) the sale of single-family homesites to individual purchasers, (2) the sale of certain land parcels to third-party developers for condominium, townhome, cluster home, lodge and mixed use developments, (3) the zoning, planning and marketing of new resort communities (such as Beaver Creek, Bachelor Gulch Village and Arrowhead), (4) arranging for the construction of the necessary roads, utilities and mountain infrastructure for new resort communities, (5) the development of certain mixed-use condominium projects which are integral to resort operations (such as properties located at a main base facility) and (6) the purchase of selected strategic land parcels, which we believe can augment our existing land holdings or resort operations.

Our current development activities are focused on (1) continued development of the Red Sky Ranch residential golf community near Beaver Creek, which will eventually feature 87 single-family homesites surrounding two championship 18-hole golf courses, (2) preparing for the redevelopment of the Lionshead base area and other land holdings located within the Town of Vail, (3) initial planning and development of the Breckenridge Master Plan, which was announced in September 2000 and includes the Mountain Thunder Lodge condominium project, (4) infrastructure development for the Mountain Road project at Arrowhead near Beaver Creek, and (5) additional planning and development projects in and around each of the Company's resorts.

 Technology Segment

The Technology segment is engaged in the development and sale of technology-based products and services for the hospitality and resort industries, and includes the operations of Resort Technology Partners, LLC ("RTP"), which develops and sells, among other products, a comprehensive proprietary point-of-sale system tailored to the needs of resort companies. The Company acquired a 51% ownership interest in RTP in March 2001.

In addition, the Technology segment includes the Company's 49% equity investment in Lowther Ltd., a joint venture with Datalex plc, a leading provider of e-business solutions for the global travel industry. Lowther Ltd. is focused on the development of next-generation central reservations technology for reservation, distribution, and Customer Relationship Management software for the Company's resorts as well as a plan to market the technology to the global leisure travel industry. The Company anticipates that the "beta" version of the software will be installed and ready for use in the 2002/03 ski season.

Employees

We currently employ approximately 6,200 year-round and 7,000 seasonal employees. Approximately 1% of the seasonal employees are unionized. We consider our employee relations to be good.

 

Regulation and Legislation

We have been granted the right to use federal land as the site for ski lifts and trails and related activities, under the terms of permits with the United States Forest Service. The Forest Service has the right to review and approve the location, design and construction of improvements in the permit area and many operational matters. While virtually all of the skiable terrain on Vail Mountain, Breckenridge, and Keystone is located on Forest Service land, a significant portion of the skiable terrain on Beaver Creek Mountain, primarily in the Bachelor Gulch and Arrowhead Mountain areas, is located on Company-owned land.

In July 1999, the U.S. Army Corps of Engineers alleged that certain road construction which we undertook as part of the Blue Sky Basin expansion involved discharges of fill material into wetlands in violation of the Clean Water Act. A subsequent review confirmed that the wetland impact involved approximately seven-tenths of one acre, although subsequent judicial decisions under the Clean Water Act may reduce the extent of the jurisdictional impact. In August 1999, three organizations and one individual collectively notified us and the federal agencies that if the alleged violations were not remedied within 60 days, they intended to file a citizen enforcement action under the Clean Water Act. No action has been filed to date. Under the Clean Water Act, unauthorized discharges of fill can give rise to administrative, civil and criminal enforcement actions seeking monetary penalties and injunctive relief, including removal of the unauthorized fill. In October 1999, the Environmental Protection Agency, the lead enforcement agency in this matter, ordered us to stabilize the road temporarily and restore the wetland in the summer of 2000. (EPA--Region VIII, Docket No. CWA-8-2000-01). The Company has completed the restoration work on the wetland impact (subject to future monitoring requirements), pursuant to our restoration plan approved by the EPA. The EPA is considering enforcement action, and although we cannot guarantee a particular result, we do not anticipate that a material fine will be levied. The Company and the EPA have discussed the possibility of settlement of the matter without enforcement proceedings, but no mutually agreeable resolution has yet been reached.

In August 1998, we received the approval of the Forest Service to develop a chairlift, other skier facilities and associated skiing terrain on Peak 7 and a teaching chairlift, two new ski trails and additional snowmaking on Peak 9, all located at Breckenridge. As part of that process, certain federal agencies expressed concern about the analysis of potential future development on private land that the Company owns at the base of Peak 7. In response to an administrative appeal of the Forest Service approval decision by certain individuals and groups, the Regional Forester upheld the approval of the Peak 7 and 9 projects in November 1998. The Forest Service subsequently reviewed our proposed changes to develop gondola access to the Peak 7 base area and to move the lower terminal of the lift servicing the terrain and base area from public lands to private land owned by the Company. Based on an interdisciplinary review of the proposed changes, the Forest Service determined in September 2000 that the new information and changes to the proposal did not require an update or revision of the 1998 Environmental Assessment or decision notice. The U.S. Army Corps of Engineers considered the development of the base facilities on private land and the ski area improvements on public land as combined actions and issued one permit for the combined projects. The permit contains strict conditions related to the permissible impact to wetlands connected with the real estate project. Part of the trail and mountain improvements on Peak 7 have been completed and the new trails will be open for skiing for the 2001/02 ski season, although the trails will not be directly served by new chairlift access until the 2002/03 ski season. In September 2000, we submitted to the Town of Breckenridge a revised master plan development application for the private land development at the base of Peaks 7 and 8. The review process by the Town of Breckenridge is continuing.

We have also sought approval from the Forest Service and other agencies to develop chairlifts, associated skiing terrain, and snowmaking in Jones Gulch, which is located within the current Keystone permit area. This development will be the subject of an environmental review, and work continues in this effort. Other agencies will conduct related reviews. The initial issues include the potential effect of the expansion on wildlife and water quality, and it is possible that the future resolution of these issues could affect whether, in what form, and under what conditions the project is approved. In December 1998, the U.S. Army Corps of Engineers notified Keystone that it had preliminarily determined that the wetlands permit for Keystone's snowmaking diversion limits such diversions to 550 acre-feet annually. We requested that the permit be modified to allow Keystone to withdraw up to 1,350 acre-feet annually for snowmaking and in April 2000, the U.S. Army Corps of Engineers approved our request, subject to certain conditions which we believe can be satisfied. In March 2000, we announced that Keystone and the Forest Service would conduct a joint water quality study of snowmaking at Keystone. The study was completed and indicated that levels of tested metals were well within water quality standards.

In the spring of 2000, the Company submitted a proposal to the Forest Service concerning additional snowmaking at Vail Mountain and race facility expansion at Golden Peak. The Company withdrew this proposal in lieu of plans to make a new proposal, expected in early 2002, to combine the snowmaking and race expansion with a new master development plan for Vail Mountain. In addition, the Company submitted a separate proposal to the U.S. Forest Service concerning a proposed Beaver Creek gondola, a portion of which would cross public lands on Beaver Creek Mountain within our existing permit boundaries. Analysis is ongoing, but decision-making relating to the public lands issues related to the gondola proposal will not take place until completion of the Forest Service revision of the White River Forest Plan. The White River Forest Plan was expected to be completed sometime this year, but has not yet occurred.

Our resort operations require permits and approvals from certain federal, state, and local authorities, in addition to the Forest Service and U.S. Army Corps of Engineers approvals discussed above. In particular, our operations are subject to environmental laws and regulations, and compliance with such laws and regulations may require expenditures or modifications of our development plans and operations in a manner that could have a detrimental effect on us. There can be no assurance that new applications of existing laws, regulations, and policies, or changes in such laws, regulations, and policies, will not occur in a manner that could have a detrimental effect to us, or that material permits, licenses, or approvals will not be terminated, non-renewed or renewed on terms or interpreted in ways that are materially less favorable to us. Although we believe that we will be successful in implementing our development plans and operations in ways satisfactory to us, no assurance can be given that any particular permits and approvals will be obtained or upheld on judicial review.

The permits originally granted by the Forest Service were (1) Term Special Use Permits granted for 30-year terms, but which may be terminated upon 30 days written notice by the Forest Service if it determines that the public interest requires such termination and (2) Special Use Permits that are terminable at will by the Forest Service. In November 1986, a new law was enacted providing that Term Special Use Permits and Special Use Permits may be combined into a unified single Term Special Use Permit that can be issued for up to 40 years. Vail Mountain operates under a unified permit for the use of 12,950 acres that expires October 31, 2031. Breckenridge operates under a Term Special Use Permit for the use of 3,156 acres that expires on December 31, 2029. Keystone operates under a Term Special Use Permit for the use of 5,571 acres that expires on December 31, 2032. After combining two prior permits covering the Beaver Creek property, the Beaver Creek Mountain Resort now operates under a Term Special Use Permit for the use of 2,695 acres that expires on December 31, 2038. The Forest Service can terminate most of these permits if it determines that termination is required in the public interest. However, to our knowledge, no recreational Special Use Permit or Term Special Use Permit for any major ski resort then in operation has ever been terminated by the Forest Service over the opposition of the permitee.

For use of our permits, we pay a fee to the Forest Service ranging from 1.5% to 4.25% of sales occurring on Forest Service land. Included in the calculation are sales from, among other things, lift tickets, ski school lessons, food and beverages, rental equipment and retail merchandise sales.

GTLC operates three resort properties within Grand Teton National Park under a concession contract with the National Park Service. The concession contract expires at the end of 2002, at which time the contract renewal will be subject to a competitive bidding process under the final rules promulgated earlier this year to implement the concession provisions of the National Park Omnibus Management Act of 1998. The renewal provision of the new regulation is less favorable to the existing concessionaire than the comparable provision under the old regulation. These final rules were challenged in lawsuits filed recently by or on behalf of one or more existing concessionaire(s). The concessionaire(s) have appealed an adverse ruling at the U.S. District Court level, and a decision on the appeal is expected sometime in 2002. The Company was not a party to the original lawsuit and is not a party to the appeal. Although we cannot predict or guarantee the outcome of the rules or our prospects for renewal, we currently anticipate we will be well positioned to obtain the renewal of the contract on satisfactory terms. Under the final rules, should we not receive the renewal of the concession contract, we would be compensated for the value of our "possessory interest" in the assets of the three resort properties operated under the concession contract, which is generally defined as the reconstruction cost of such assets less depreciation.

 

ITEM 2. PROPERTIES.

The following table sets forth the principal properties owned or leased by the Company (all properties are used in the Resort segment, except where the use indicated is "real estate held for sale or development", which is used in the Real Estate segment):

                        Location                        

 

           Ownership           

 

                                              Use                                              

Arrowhead Mountain 

 

Owned

 

Ski trails and ski resort operations, including ski lifts, buildings and other improvements, commercial space, real estate held for sale or development

Avon

 

Owned

 

Real estate held for sale or development

Avon

 

Owned

 

Warehouse and commercial facility

Bachelor Gulch Village  

 

Owned

 

Ski resort operations, including ski lifts, buildings and other improvements, commercial space, real estate held for sale or development

Beaver Creek Mountain 

 

Owned

 

Ski resort operations, including ski lifts, buildings and other improvements, commercial space, real estate held for sale or development

Beaver Creek Mountain (2,695 acres)

 

Term Special Use Permit

 

Ski trails

Beaver Creek Resort 

 

Owned

 

Golf course, commercial space, employee housing and residential spaces

Breckenridge Mountain

 

Owned

 

Ski resort operations, including ski lifts, buildings and other improvements, commercial space, real estate held for sale or development

Breckenridge Mountain (3,156 acres)

 

Term Special Use Permit

 

Ski trails

Colter Bay Village

 

Concessionaire contract

 

Lodging and resort operations, dining

Great Divide Lodge

 

Owned

 

Lodging, dining and conference facilities

Inn at Beaver Creek

 

Owned

 

Lodging, dining and conference facilities

Inn at Keystone

 

Owned

 

Lodging, dining and conference facilities

Jackson Hole Golf and Tennis Club

 

Owned

 

Lodging, golf course, tennis facilities, dining, conference facilities, real estate held for sale or development

Jackson Lake Lodge

 

Concessionaire contract

 

Lodging and resort operations, dining, conference facilities

Jenny Lake Lodge

 

Concessionaire contract

 

Lodging and resort operations, dining

Keystone Conference Center

 

Owned

 

Conference facility

Keystone Lodge

 

Owned

 

Lodging and resort operations

Keystone Mountain

 

Owned

 

Ski resort operations, including ski lifts, buildings and other improvements, commercial space

Keystone Mountain (5,571 acres)

 

Term Special Use Permit

 

Ski trails

Keystone Ranch

 

Owned

 

Golf course and restaurant facilities

Keystone Resort

 

Owned

 

Resort operations, dining, commercial space, conference facilities, real estate held for sale or development

Red Sky Ranch

 

Owned

 

Golf course under construction and real estate held for sale and development

River Course at Keystone

 

Owned

 

Golf course and club

Seasons at Avon

 

Leased

 

Corporate offices

Ski Tip Lodge

 

Owned

 

Lodging and dining facilities

Snake River Lodge & Spa

 

51%-owned

 

Lodging, dining, conference and spa facilities

The Lodge at Vail

 

Owned

 

Lodging, dining and conference facilities, real estate held for sale or development

The Ritz-Carlton, Bachelor Gulch

 

49%-owned

 

Lodging, dining, conference and spa facilities

Vail Mountain 

 

Owned

 

Ski resort operations, including ski lifts, buildings and other improvements, commercial space

Vail Mountain (12,590 acres)

 

Term Special Use Permit

 

Ski trails

Village at Breckenridge

 

Owned

 

Lodging, dining, conference facilities and commercial space

SSV Properties

 

51.2%-owned

 

Over 80 retail stores for recreational products

The Vail Mountain and Beaver Creek Mountain Forest Service Permits are encumbered as security under the Eagle County Industrial Development Bonds.

 ITEM 3.  LEGAL PROCEEDINGS.

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

In late July 1999, the U.S. Army Corps of Engineers alleged that certain road construction we undertook as part of the Blue Sky Basin expansion involved discharges of fill material into wetlands in violation of the Clean Water Act. A subsequent review confirmed that the wetland impact involved approximately seven-tenths of one acre, although subsequent judicial decisions under the Clean Water Act may reduce the extent of the jurisdictional impact. In August 1999, three organizations and one individual collectively notified us and the federal agencies that if the alleged violations are not remedied within 60 days, they intended to file a citizen enforcement action under the Clean Water Act. No action has been filed to date. Under the Clean Water Act, unauthorized discharges of fill can give rise to administrative, civil and criminal enforcement actions seeking monetary penalties and injunctive relief, including removal of the unauthorized fill. In October 1999, the Environmental Protection Agency, the lead enforcement agency in this matter, ordered us to stabilize the road temporarily and restore the wetland in the summer of 2000. (EPA--Region VIII, Docket No. CWA-8-2000-01). The Company has completed the restoration work on the wetland impact (subject to future monitoring requirements), pursuant to our restoration plan approved by the EPA. The EPA is considering enforcement action, and although we cannot guarantee a particular result, we do not anticipate that a material fine will be levied. The Company and the EPA have discussed the possibility of settlement of the matter without enforcement proceedings, but no mutually agreeable resolution has yet been reached.

 ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

 

PART II

 ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The Company's Common Stock is traded on the New York Stock Exchange under the symbol "MTN". The Company's Class A Common Stock is not listed on any exchange and is not publicly traded. Class A Common Stock is convertible into Common Stock. As of October 16, 2001, 35,131,655 shares of common stock were issued and outstanding, of which 7,439,834 shares were Class A Common Stock held by approximately three holders and 27,691,821 shares were Common Stock held by approximately 4,500 holders.

Other than a rights distribution in October 1996 which gave each stockholder of record the right to receive $2.44 per share of Common Stock held, the Company has never paid nor declared a cash dividend on its Common Stock or Class A Common Stock. The declaration of cash dividends in the future will depend on the Company's earnings, financial condition and capital needs and on other factors deemed relevant by the Board of Directors at that time. It is the current policy of the Company's Board of Directors to retain earnings to finance the operations and expansion of the Company's business, and the Company does not anticipate paying any cash dividends on its shares of Common Stock or Class A Common Stock in the foreseeable future.

The following table sets forth, for the fiscal years ended July 31, 2001 and 2000, and quarters indicated (ended October 31, January 31, April 30, and July 31) the range of high and low per share sale prices of Vail Resorts, Inc. Common Stock as reported on the New York Stock Exchange Composite Tape.

 

Vail Resorts

 

Common Stock

 

    High    

 

    Low    

Year Ended July 31, 2001

 

 

 

 

1st Quarter

$ 21.88

 

$ 17.31

 

2nd Quarter

24.75

 

21.06

 

3rd Quarter

24.20

 

18.40

 

4th Quarter

22.00

 

18.40

 

 

 

 

Year Ended July 31, 2000

 

 

 

 

1st Quarter

$ 23.50

 

$ 17.06

 

2nd Quarter

23.13

 

15.06

 

3rd Quarter

19.63

 

14.75

 

4th Quarter

18.38

 

15.13

 ITEM 6.  SELECTED FINANCIAL DATA.

The following table presents selected historical consolidated financial data of the Company for the periods indicated. The financial data for the fiscal years ended July 31, 2001, 2000 and 1999, the ten-month fiscal period ended July 31, 1998 and fiscal year ended September 30, 1997 are derived from the consolidated financial statements of the Company, which have been audited by Arthur Andersen LLP, independent accountants, and should be read in conjunction with those statements and related notes thereto and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained elsewhere in this Form 10-K. The unaudited pro forma financial data for the twelve months ended July 31, 1998 and 1997 are restated to reflect the Company's change in fiscal year and assume that the acquisition of Breckenridge and Keystone and the Company's initial public offering occurred on August 1, 1996, rather than the actual January 3, 1997 acquisition date and February 4, 1997 initial public offering date. In addition, the unaudited pro forma financial data below exclude the operations of the Arapahoe Basin resort, which the Company divested during fiscal 1997 pursuant to a consent decree with the U.S. Department of Justice. The pro forma results are not necessarily indicative of the results that would have been achieved nor are they necessarily indicative of future results of operations. The data presented below are in thousands, except per share amounts and percentages.

 

 

 

 

 

 

 

 

Ten-Month

 

Pro Forma

 

 

Fiscal Year

Fiscal Period

Twelve Months

Fiscal Year

 

 

Ended

 

Ended

 

Ended

 

Ended

 

 

July 31,

 

July 31,

 

July 31,

 

September 30,

 

 

     2001     

 

     2000     

 

     1999     

 

     1998     

 

     1998     

 

   1997(2)   

 

   1997(1)   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Statement of Operations Data:

 

 

 

 

 

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Resort

 

$  520,762

 

$  499,415

 

$  431,788

 

$    336,547

 

$  350,498

 

$ 292,127

 

$   259,038

 

Real estate

 

35,243

 

51,684

 

43,912

 

73,722

 

84,177

 

74,356

 

71,485

 

Technology

 

        3,274

 

        1,960

 

              --

 

                  --

 

              --

 

              --

 

              --

 

Total revenue

 

559,279

 

553,059

 

475,700

 

410,269

 

434,675

 

366,483

 

330,523

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Resort

 

402,662

 

386,637

 

345,687

 

222,201

 

244,432

 

204,724

 

177,378

 

Real estate

 

22,971

 

42,066

 

34,386

 

62,619

 

74,057

 

64,646

 

66,307

 

Technology

 

5,046

 

1,676

 

--

 

--

 

--

 

--

 

--

 

Depreciation and amortization

 

      65,167

 

      61,435

 

      53,256

 

        36,838

 

      42,965

 

      37,997

 

       34,044

 

Total operating expenses

 

    495,846

 

    491,814

 

    433,329

 

      321,658

 

    361,454

 

    307,367

 

     277,729

Income from operations

 

63,433

 

61,245

 

42,371

 

88,611

 

73,221

 

59,116

 

52,794

Net income

 

18,700

 

15,338

 

12,791

 

41,018

 

30,073

 

25,966

 

19,698

Diluted net income per common share

 

$        0.53

 

$        0.44

 

$        0.37

 

$         1.18

 

$        0.87

 

$      0.75

 

$        0.64

Other Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Resort

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Resort EBITDA (3)

 

$  118,100

 

$  112,778

 

$    86,101

 

$   114,346

 

$  106,066

 

$  87,403

 

$   81,660

 

Resort EBITDA margin

 

22.7%

 

22.6%

 

19.9%

 

34.0%

 

30.3%

 

29.9%

 

31.5%

 

Skier visits(4)

 

4,975

 

4,595

 

4,606

 

4,717

 

4,717

 

4,890

 

4,273

 

Resort revenue per skier visit(7)

 

$      98.65

 

$    102.35

 

$      91.16

 

$       71.35

 

$     74.31

 

$    59.74

 

$     60.62

Real Estate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate operating income(5)

 

12,272

 

9,618

 

9,526

 

11,103

 

10,120

 

9,710

 

5,178

 

Real estate held for sale and investment(6)

 

159,177

 

147,172

 

152,508

 

138,916

 

138,916

 

155,672

 

154,925

Technology

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Technology operating income (loss)

 

(1,772)

 

284

 

--

 

--

 

--

 

--

 

--

Balance Sheet Data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

1,180,965

 

1,127,818

 

1,089,239

 

912,122

 

912,122

 

814,816

 

855,949

 

Long-term debt (including current maturities)

 

388,380

 

394,235

 

398,186

 

284,014

 

284,014

 

236,347

 

265,062

 

Stockholders' equity

 

$  519,171

 

$  493,755

 

$  476,775

 

$   462,624

 

$  462,624

 

$  417,187

 

$ 405,666

(footnotes appear on following page)

Footnotes to Selected Financial Data:

(1)

The financial data for the fiscal year ended September 30, 1997 includes the results of operations of Keystone and Breckenridge for the 270-day period from the date of acquisiti