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Guarantor Subsidiaries And Non-Guarantor Subsidiaries | 3 Months Ended
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Oct. 31, 2012
Guarantor Subsidiaries And Non Guarantor Subsidiaries |
Guarantor Subsidiaries And Non-Guarantor Subsidiaries | 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, 2012, July 31, 2012, and October 31, 2011. Statements of operations, statements of comprehensive income (loss), and statements of cash flows are presented for the three months ended October 31, 2012 and 2011. Investments in subsidiaries are accounted for by the Parent Company and Guarantor Subsidiaries using the equity method of accounting. Net income (loss) of Guarantor and Non-Guarantor Subsidiaries is, therefore, reflected in the Parent Company’s and Guarantor Subsidiaries’ investments in and advances to (from) subsidiaries. Net income (loss) of the Guarantor and Non-Guarantor Subsidiaries is reflected in Guarantor Subsidiaries and Parent Company as equity in consolidated subsidiaries. The elimination entries eliminate investments in Other Subsidiaries and intercompany balances and transactions for consolidated reporting purposes. Supplemental Condensed Consolidating Balance Sheet As of October 31, 2012 (in thousands) (Unaudited)
|  | Parent Company |  | 100% Owned Guarantor Subsidiaries |  | Other Subsidiaries |  | Eliminating Entries |  | Consolidated
Current assets: |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | — |  |  | $ | 36,779 |  |  | $ | 7,206 |  |  | $ | — |  |  | $ | 43,985 |
Restricted cash |  | — |  |  | 13,578 |  |  | 948 |  |  | — |  |  | 14,526 |
Trade receivables, net |  | — |  |  | 26,639 |  |  | 3,082 |  |  | — |  |  | 29,721 |
Inventories, net |  | — |  |  | 84,548 |  |  | 204 |  |  | — |  |  | 84,752 |
Other current assets |  | 25,782 |  |  | 22,827 |  |  | 506 |  |  | — |  |  | 49,115 |
Total current assets |  | 25,782 |  |  | 184,371 |  |  | 11,946 |  |  | — |  |  | 222,099 |
Property, plant and equipment, net |  | — |  |  | 1,008,799 |  |  | 47,844 |  |  | — |  |  | 1,056,643 |
Real estate held for sale and investment |  | — |  |  | 227,662 |  |  | — |  |  | — |  |  | 227,662 |
Goodwill, net |  | — |  |  | 268,058 |  |  | 1,801 |  |  | — |  |  | 269,859 |
Intangible assets, net |  | — |  |  | 72,262 |  |  | 19,357 |  |  | — |  |  | 91,619 |
Other assets |  | 6,836 |  |  | 42,299 |  |  | 5,877 |  |  | (9,459 | ) |  | 45,553 |
Investments in subsidiaries |  | 1,684,088 |  |  | (1,996 | ) |  | — |  |  | (1,682,092 | ) |  | — |
Advances |  | (428,299 | ) |  | 425,366 |  |  | 2,933 |  |  | — |  |  | — |
Total assets |  | $ | 1,288,407 |  |  | $ | 2,226,821 |  |  | $ | 89,758 |  |  | $ | (1,691,551 | ) |  | $ | 1,913,435 |
Current liabilities: |  |  |  |  |  |  |  |  |  |
Accounts payable and accrued liabilities |  | $ | 12,906 |  |  | $ | 297,715 |  |  | $ | 7,637 |  |  | $ | — |  |  | $ | 318,258 |
Income taxes payable |  | 17,026 |  |  | — |  |  | — |  |  | — |  |  | 17,026 |
Long-term debt due within one year |  | — |  |  | 629 |  |  | 219 |  |  | — |  |  | 848 |
Total current liabilities |  | 29,932 |  |  | 298,344 |  |  | 7,856 |  |  | — |  |  | 336,132 |
Long-term debt |  | 390,000 |  |  | 41,787 |  |  | 57,738 |  |  | — |  |  | 489,525 |
Other long-term liabilities |  | 28,050 |  |  | 202,602 |  |  | 10,607 |  |  | (9,459 | ) |  | 231,800 |
Deferred income taxes |  | 102,054 |  |  | — |  |  | 1,495 |  |  | — |  |  | 103,549 |
Total Vail Resorts, Inc. stockholders’ equity (deficit) |  | 738,371 |  |  | 1,684,088 |  |  | (1,996 | ) |  | (1,682,092 | ) |  | 738,371 |
Noncontrolling interests |  | — |  |  | — |  |  | 14,058 |  |  | — |  |  | 14,058 |
Total stockholders’ equity |  | 738,371 |  |  | 1,684,088 |  |  | 12,062 |  |  | (1,682,092 | ) |  | 752,429 |
Total liabilities and stockholders’ equity |  | $ | 1,288,407 |  |  | $ | 2,226,821 |  |  | $ | 89,758 |  |  | $ | (1,691,551 | ) |  | $ | 1,913,435 |
Supplemental Condensed Consolidating Balance Sheet As of July 31, 2012 (in thousands)
|  | Parent Company |  | 100% Owned Guarantor Subsidiaries |  | Other Subsidiaries |  | Eliminating Entries |  | Consolidated
Current assets: |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | — |  |  | $ | 38,380 |  |  | $ | 7,673 |  |  | $ | — |  |  | $ | 46,053 |
Restricted cash |  | — |  |  | 13,300 |  |  | 984 |  |  | — |  |  | 14,284 |
Trade receivables, net |  | — |  |  | 64,185 |  |  | 1,558 |  |  | — |  |  | 65,743 |
Inventories, net |  | — |  |  | 65,673 |  |  | 200 |  |  | — |  |  | 65,873 |
Other current assets |  | 24,458 |  |  | 15,522 |  |  | 437 |  |  | — |  |  | 40,417 |
Total current assets |  | 24,458 |  |  | 197,060 |  |  | 10,852 |  |  | — |  |  | 232,370 |
Property, plant and equipment, net |  | — |  |  | 1,000,767 |  |  | 48,440 |  |  | — |  |  | 1,049,207 |
Real estate held for sale and investment |  | — |  |  | 237,668 |  |  | — |  |  | — |  |  | 237,668 |
Goodwill, net |  | — |  |  | 268,058 |  |  | 1,711 |  |  | — |  |  | 269,769 |
Intangible assets, net |  | — |  |  | 72,751 |  |  | 19,319 |  |  | — |  |  | 92,070 |
Other assets |  | 7,113 |  |  | 42,939 |  |  | 5,937 |  |  | (9,459 | ) |  | 46,530 |
Investments in subsidiaries |  | 1,775,195 |  |  | (553 | ) |  | — |  |  | (1,774,642 | ) |  | — |
Advances |  | (421,115 | ) |  | 418,001 |  |  | 3,114 |  |  | — |  |  | — |
Total assets |  | $ | 1,385,651 |  |  | $ | 2,236,691 |  |  | $ | 89,373 |  |  | $ | (1,784,101 | ) |  | $ | 1,927,614 |
Current liabilities: |  |  |  |  |  |  |  |  |  |
Accounts payable and accrued liabilities |  | $ | 6,542 |  |  | $ | 215,308 |  |  | $ | 5,688 |  |  | $ | — |  |  | $ | 227,538 |
Income taxes payable |  | 20,721 |  |  | — |  |  | — |  |  | — |  |  | 20,721 |
Long-term debt due within one year |  | — |  |  | 782 |  |  | 208 |  |  | — |  |  | 990 |
Total current liabilities |  | 27,263 |  |  | 216,090 |  |  | 5,896 |  |  | — |  |  | 249,249 |
Long-term debt |  | 390,000 |  |  | 41,817 |  |  | 57,958 |  |  | — |  |  | 489,775 |
Other long-term liabilities |  | 28,104 |  |  | 203,589 |  |  | 10,635 |  |  | (9,459 | ) |  | 232,869 |
Deferred income taxes |  | 137,973 |  |  | — |  |  | 1,420 |  |  | — |  |  | 139,393 |
Total Vail Resorts, Inc. stockholders’ equity (deficit) |  | 802,311 |  |  | 1,775,195 |  |  | (553 | ) |  | (1,774,642 | ) |  | 802,311 |
Noncontrolling interests |  | — |  |  | — |  |  | 14,017 |  |  | — |  |  | 14,017 |
Total stockholders’ equity |  | 802,311 |  |  | 1,775,195 |  |  | 13,464 |  |  | (1,774,642 | ) |  | 816,328 |
Total liabilities and stockholders’ equity |  | $ | 1,385,651 |  |  | $ | 2,236,691 |  |  | $ | 89,373 |  |  | $ | (1,784,101 | ) |  | $ | 1,927,614 |
Supplemental Condensed Consolidating Balance Sheet As of October 31, 2011 (in thousands) (Unaudited)
|  | Parent Company |  | 100% Owned Guarantor Subsidiaries |  | Other Subsidiaries |  | Eliminating Entries |  | Consolidated
Current assets: |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | — |  |  | $ | 38,060 |  |  | $ | 6,678 |  |  | $ | — |  |  | $ | 44,738 |
Restricted cash |  | — |  |  | 12,881 |  |  | 734 |  |  | — |  |  | 13,615 |
Trade receivables, net |  | — |  |  | 28,664 |  |  | 963 |  |  | — |  |  | 29,627 |
Inventories, net |  | — |  |  | 75,569 |  |  | 220 |  |  | — |  |  | 75,789 |
Other current assets |  | 30,700 |  |  | 26,744 |  |  | 378 |  |  | — |  |  | 57,822 |
Total current assets |  | 30,700 |  |  | 181,918 |  |  | 8,973 |  |  | — |  |  | 221,591 |
Property, plant and equipment, net |  | — |  |  | 1,001,793 |  |  | 48,233 |  |  | — |  |  | 1,050,026 |
Real estate held for sale and investment |  | — |  |  | 263,130 |  |  | — |  |  | — |  |  | 263,130 |
Goodwill, net |  | — |  |  | 268,058 |  |  | — |  |  | — |  |  | 268,058 |
Intangible assets, net |  | — |  |  | 73,205 |  |  | 18,155 |  |  | — |  |  | 91,360 |
Other assets |  | 7,876 |  |  | 33,739 |  |  | 4,568 |  |  | — |  |  | 46,183 |
Investments in subsidiaries |  | 1,633,628 |  |  | (4,696 | ) |  | — |  |  | (1,628,932 | ) |  | — |
Advances |  | (358,390 | ) |  | 365,244 |  |  | (6,854 | ) |  | — |  |  | — |
Total assets |  | $ | 1,313,814 |  |  | $ | 2,182,391 |  |  | $ | 73,075 |  |  | $ | (1,628,932 | ) |  | $ | 1,940,348 |
Current liabilities: |  |  |  |  |  |  |  |  |  |
Accounts payable and accrued liabilities |  | $ | 13,594 |  |  | $ | 298,661 |  |  | $ | 4,337 |  |  | $ | — |  |  | $ | 316,592 |
Income taxes payable |  | 19,568 |  |  | — |  |  | — |  |  | — |  |  | 19,568 |
Long-term debt due within one year |  | — |  |  | 855 |  |  | 208 |  |  | — |  |  | 1,063 |
Total current liabilities |  | 33,162 |  |  | 299,516 |  |  | 4,545 |  |  | — |  |  | 337,223 |
Long-term debt |  | 390,000 |  |  | 42,419 |  |  | 57,958 |  |  | — |  |  | 490,377 |
Other long-term liabilities |  | 28,104 |  |  | 206,828 |  |  | 1,343 |  |  | — |  |  | 236,275 |
Deferred income taxes |  | 99,118 |  |  | — |  |  | — |  |  | — |  |  | 99,118 |
Total Vail Resorts, Inc. stockholders’ equity (deficit) |  | 763,430 |  |  | 1,633,628 |  |  | (4,696 | ) |  | (1,628,932 | ) |  | 763,430 |
Noncontrolling interests |  | — |  |  | — |  |  | 13,925 |  |  | — |  |  | 13,925 |
Total stockholders’ equity |  | 763,430 |  |  | 1,633,628 |  |  | 9,229 |  |  | (1,628,932 | ) |  | 777,355 |
Total liabilities and stockholders’ equity |  | $ | 1,313,814 |  |  | $ | 2,182,391 |  |  | $ | 73,075 |  |  | $ | (1,628,932 | ) |  | $ | 1,940,348 |
Supplemental Condensed Consolidating Statement of Operations For the three months ended October 31, 2012 (in thousands) (Unaudited)
|  | Parent Company |  | 100% Owned Guarantor Subsidiaries |  | Other Subsidiaries |  | Eliminating Entries |  | Consolidated
Total net revenue |  | $ | — |  |  | $ | 116,004 |  |  | $ | 3,011 |  |  | $ | (2,665 | ) |  | $ | 116,350 |
Total operating expense |  | 113 |  |  | 204,358 |  |  | 4,805 |  |  | (2,627 | ) |  | 206,649 |
Loss from operations |  | (113 | ) |  | (88,354 | ) |  | (1,794 | ) |  | (38 | ) |  | (90,299 | )
Other expense, net |  | (6,610 | ) |  | (1,414 | ) |  | (335 | ) |  | 38 |  |  | (8,321 | )
Equity investment income, net |  | — |  |  | 434 |  |  | — |  |  | — |  |  | 434 |
Loss before benefit from income taxes |  | (6,723 | ) |  | (89,334 | ) |  | (2,129 | ) |  | — |  |  | (98,186 | )
Benefit from income taxes |  | 2,610 |  |  | 34,791 |  |  | 182 |  |  | — |  |  | 37,583 |
Net loss before equity in loss of consolidated subsidiaries |  | (4,113 | ) |  | (54,543 | ) |  | (1,947 | ) |  | — |  |  | (60,603 | )
Equity in loss of consolidated subsidiaries |  | (56,467 | ) |  | (1,924 | ) |  | — |  |  | 58,391 |  |  | — |
Net loss |  | (60,580 | ) |  | (56,467 | ) |  | (1,947 | ) |  | 58,391 |  |  | (60,603 | )
Net loss attributable to noncontrolling interests |  | — |  |  | — |  |  | 23 |  |  | — |  |  | 23 |
Net loss attributable to Vail Resorts, Inc. |  | $ | (60,580 | ) |  | $ | (56,467 | ) |  | $ | (1,924 | ) |  | $ | 58,391 |  |  | $ | (60,580 | )
Supplemental Condensed Consolidating Statement of Operations For the three months ended October 31, 2011 (in thousands) (Unaudited)
|  | Parent Company |  | 100% Owned Guarantor Subsidiaries |  | Other Subsidiaries |  | Eliminating Entries |  | Consolidated
Total net revenue |  | $ | — |  |  | $ | 117,034 |  |  | $ | 2,066 |  |  | $ | (2,727 | ) |  | $ | 116,373 |
Total operating expense |  | 128 |  |  | 200,266 |  |  | 3,042 |  |  | (2,689 | ) |  | 200,747 |
Loss from operations |  | (128 | ) |  | (83,232 | ) |  | (976 | ) |  | (38 | ) |  | (84,374 | )
Other expense, net |  | (6,599 | ) |  | (1,283 | ) |  | (333 | ) |  | 38 |  |  | (8,177 | )
Equity investment income, net |  | — |  |  | 430 |  |  | — |  |  | — |  |  | 430 |
Loss before benefit from income taxes |  | (6,727 | ) |  | (84,085 | ) |  | (1,309 | ) |  | — |  |  | (92,121 | )
Benefit from income taxes |  | 3,044 |  |  | 33,343 |  |  | — |  |  | — |  |  | 36,387 |
Net loss before equity in loss of consolidated subsidiaries |  | (3,683 | ) |  | (50,742 | ) |  | (1,309 | ) |  | — |  |  | (55,734 | )
Equity in loss of consolidated subsidiaries |  | (52,026 | ) |  | (1,284 | ) |  | — |  |  | 53,310 |  |  | — |
Net loss |  | (55,709 | ) |  | (52,026 | ) |  | (1,309 | ) |  | 53,310 |  |  | (55,734 | )
Net loss attributable to noncontrolling interests |  | — |  |  | — |  |  | 25 |  |  | — |  |  | 25 |
Net loss attributable to Vail Resorts, Inc. |  | $ | (55,709 | ) |  | $ | (52,026 | ) |  | $ | (1,284 | ) |  | $ | 53,310 |  |  | $ | (55,709 | )
Consolidated Condensed Statements of Comprehensive Income (Loss) For the three months ended October 31, 2012 (In thousands) (Unaudited)
|  | Parent Company |  | 100% Owned Guarantor Subsidiaries |  | Other Subsidiaries |  | Eliminating Entries |  | Consolidated
Net loss |  | $ | (60,580 | ) |  | $ | (56,467 | ) |  | $ | (1,947 | ) |  | $ | 58,391 |  |  | $ | (60,603 | )
Foreign currency translation adjustments |  | 294 |  |  | 294 |  |  | 294 |  |  | (588 | ) |  | 294 |
Comprehensive loss |  | (60,286 | ) |  | (56,173 | ) |  | (1,653 | ) |  | 57,803 |  |  | (60,309 | )
Comprehensive loss attributable to noncontrolling interests |  | — |  |  | — |  |  | 23 |  |  | — |  |  | 23 |
Comprehensive loss attributable to Vail Resorts, Inc. |  | $ | (60,286 | ) |  | $ | (56,173 | ) |  | $ | (1,630 | ) |  | $ | 57,803 |  |  | $ | (60,286 | )
Consolidated Condensed Statements of Comprehensive Income (Loss) For the three months ended October 31, 2011 (In thousands) (Unaudited)
|  | Parent Company |  | 100% Owned Guarantor Subsidiaries |  | Other Subsidiaries |  | Eliminating Entries |  | Consolidated
Net loss |  | $ | (55,709 | ) |  | $ | (52,026 | ) |  | $ | (1,309 | ) |  | $ | 53,310 |  |  | $ | (55,734 | )
Foreign currency translation adjustments |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Comprehensive loss |  | (55,709 | ) |  | (52,026 | ) |  | (1,309 | ) |  | 53,310 |  |  | (55,734 | )
Comprehensive loss attributable to noncontrolling interests |  | — |  |  | — |  |  | 25 |  |  | — |  |  | 25 |
Comprehensive loss attributable to Vail Resorts, Inc. |  | $ | (55,709 | ) |  | $ | (52,026 | ) |  | $ | (1,284 | ) |  | $ | 53,310 |  |  | $ | (55,709 | )
Supplemental Condensed Consolidating Statement of Cash Flows For the three months ended October 31, 2012 (in thousands) (Unaudited)
|  | Parent Company |  | 100% Owned Guarantor Subsidiaries |  | Other Subsidiaries |  | Consolidated
Net cash (used in) provided by operating activities |  | $ | (38,785 | ) |  | $ | 73,658 |  |  | $ | (296 | ) |  | $ | 34,577 |
Cash flows from investing activities: |  |  |  |  |  |  |  |
Capital expenditures |  | — |  |  | (35,654 | ) |  | (253 | ) |  | (35,907 | )
Other investing activities, net |  | — |  |  | 255 |  |  | — |  |  | 255 |
Net cash used in investing activities |  | — |  |  | (35,399 | ) |  | (253 | ) |  | (35,652 | )
Cash flows from financing activities: |  |  |  |  |  |  |  |
Dividends paid |  | (6,729 | ) |  | — |  |  | — |  |  | (6,729 | )
Other financing activities, net |  | 3,628 |  |  | 2,170 |  |  | (94 | ) |  | 5,704 |
Advances |  | 41,886 |  |  | (42,030 | ) |  | 144 |  |  | — |
Net cash provided by (used in) financing activities |  | 38,785 |  |  | (39,860 | ) |  | 50 |  |  | (1,025 | )
Effect of exchange rate changes on cash and cash equivalents |  | — |  |  | — |  |  | 32 |  |  | 32 |
Net decrease in cash and cash equivalents |  | — |  |  | (1,601 | ) |  | (467 | ) |  | (2,068 | )
Cash and cash equivalents: |  |  |  |  |  |  |  |
Beginning of period |  | — |  |  | 38,380 |  |  | 7,673 |  |  | 46,053 |
End of period |  | $ | — |  |  | $ | 36,779 |  |  | $ | 7,206 |  |  | $ | 43,985 |
Supplemental Condensed Consolidating Statement of Cash Flows For the three months ended October 31, 2011 (in thousands) (Unaudited)
|  | Parent Company |  | 100% Owned Guarantor Subsidiaries |  | Other Subsidiaries |  | Consolidated
Net cash (used in) provided by operating activities |  | $ | (34,685 | ) |  | $ | 73,005 |  |  | $ | 15 |  |  | $ | 38,335 |
Cash flows from investing activities: |  |  |  |  |  |  |  |
Capital expenditures |  | — |  |  | (50,893 | ) |  | (110 | ) |  | (51,003 | )
Other investing activities, net |  | — |  |  | (136 | ) |  | — |  |  | (136 | )
Net cash used in investing activities |  | — |  |  | (51,029 | ) |  | (110 | ) |  | (51,139 | )
Cash flows from financing activities: |  |  |  |  |  |  |  |
Repurchase of common stock |  | (7,869 | ) |  | — |  |  | — |  |  | (7,869 | )
Dividends paid |  | (5,429 | ) |  | — |  |  | — |  |  | (5,429 | )
Other financing activities, net |  | 994 |  |  | (292 | ) |  | (5 | ) |  | 697 |
Advances |  | 46,989 |  |  | (46,989 | ) |  | — |  |  | — |
Net cash provided by (used in) financing activities |  | 34,685 |  |  | (47,281 | ) |  | (5 | ) |  | (12,601 | )
Net decrease in cash and cash equivalents |  | — |  |  | (25,305 | ) |  | (100 | ) |  | (25,405 | )
Cash and cash equivalents: |  |  |  |  |  |  |  |
Beginning of period |  | — |  |  | 63,365 |  |  | 6,778 |  |  | 70,143 |
End of period |  | $ | — |  |  | $ | 38,060 |  |  | $ | 6,678 |  |  | $ | 44,738 |

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- Definition Describes certain required disclosures when a company guarantee's payment obligations, the parent company need not include financial statements of the subsidiary guarantor if: 1) the guarantees are full and unconditional; 2) the guarantees are joint and several; and 3) the parent's financial statement footnotes include, condensed consolidating financial information for the same periods with a separate column for: i) the parent company; ii) the guarantor subsidiaries of the parent company on a combined basis; iii) any other subsidiaries of the parent company on a combined basis; iv) consolidating adjustments; and v) the total consolidated amounts. + References No definition available. + Details
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