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Guarantor Subsidiaries And Non-Guarantor Subsidiaries | 12 Months Ended
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Jul. 31, 2013
Guarantor Subsidiaries And Non Guarantor Subsidiaries |
Guarantor Subsidiaries And Non Guarantor Subsidiaries Text Block | 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 July 31, 2013 and 2012. Statements of operations, statements of comprehensive income and statements of cash flows are presented for the years ended July 31, 2013, 2012 and 2011. As of July 31, 2012, the Company revised its classification of advances from affiliates in the amount of $421.1 million to present it separately in the Supplemental Condensed Consolidating Balance Sheet from advances to affiliates. The Company has determined that this revision is not material to the Supplemental Condensed Consolidating 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 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 July 31, 2013 (in thousands)
| Parent Company | 100% Owned Guarantor Subsidiaries | Other Subsidiaries | Eliminating Entries | Consolidated
Current assets: |  |  |  |  |
Cash and cash equivalents | $ | — |  | $ | 130,970 |  | $ | 7,634 |  | $ | — |  | $ | 138,604 |
Restricted cash | — |  | 10,890 |  | 1,734 |  | — |  | 12,624 |
Trade receivables, net | — |  | 77,725 |  | 1,312 |  | — |  | 79,037 |
Inventories, net | — |  | 68,101 |  | 217 |  | — |  | 68,318 |
Other current assets | 25,190 |  | 18,475 |  | 1,221 |  | — |  | 44,886 |
Total current assets | 25,190 |  | 306,161 |  | 12,118 |  | — |  | 343,469 |
Property, plant and equipment, net | — |  | 1,124,004 |  | 45,284 |  | — |  | 1,169,288 |
Real estate held for sale and investment | — |  | 195,230 |  | — |  | — |  | 195,230 |
Goodwill, net | — |  | 347,078 |  | 1,746 |  | — |  | 348,824 |
Intangible assets, net | — |  | 101,913 |  | 19,431 |  | — |  | 121,344 |
Other assets | 6,057 |  | 96,337 |  | 4,332 |  | (9,459 | ) | 97,267 |
Investments in subsidiaries | 1,861,509 |  | (3,510 | ) | — |  | (1,857,999 | ) | — |
Advances to affiliates | — |  | 513,283 |  | 2,906 |  | (516,189 | ) | — |
Total assets | $ | 1,892,756 |  | $ | 2,680,496 |  | $ | 85,817 |  | $ | (2,383,647 | ) | $ | 2,275,422 |
Current liabilities: |  |  |  |  |
Accounts payable and accrued liabilities | $ | 6,600 |  | $ | 256,094 |  | $ | 6,825 |  | $ | — |  | $ | 269,519 |
Income taxes payable | 42,822 |  | — |  | — |  | — |  | 42,822 |
Long-term debt due within one year | — |  | 775 |  | 219 |  | — |  | 994 |
Total current liabilities | 49,422 |  | 256,869 |  | 7,044 |  | — |  | 313,335 |
Advances from affiliates | 516,189 |  | — |  | — |  | (516,189 | ) | — |
Long-term debt | 390,000 |  | 348,190 |  | 57,738 |  | — |  | 795,928 |
Other long-term liabilities | 27,851 |  | 213,928 |  | 10,586 |  | (9,459 | ) | 242,906 |
Deferred income taxes | 85,426 |  | — |  | (42 | ) | — |  | 85,384 |
Total Vail Resorts, Inc. stockholders’ equity | 823,868 |  | 1,861,509 |  | (3,510 | ) | (1,857,999 | ) | 823,868 |
Noncontrolling interests | — |  | — |  | 14,001 |  | — |  | 14,001 |
Total stockholders’ equity | 823,868 |  | 1,861,509 |  | 10,491 |  | (1,857,999 | ) | 837,869 |
Total liabilities and stockholders’ equity | $ | 1,892,756 |  | $ | 2,680,496 |  | $ | 85,817 |  | $ | (2,383,647 | ) | $ | 2,275,422 |
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 to affiliates | — |  | 418,001 |  | 3,114 |  | (421,115 | ) | — |
Total assets | $ | 1,806,766 |  | $ | 2,236,691 |  | $ | 89,373 |  | $ | (2,205,216 | ) | $ | 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 |
Advances from affiliates | 421,115 |  | — |  | — |  | (421,115 | ) | — |
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 | 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 | $ | 1,806,766 |  | $ | 2,236,691 |  | $ | 89,373 |  | $ | (2,205,216 | ) | $ | 1,927,614 |
Supplemental Condensed Consolidating Statement of Operations For the year ended July 31, 2013 (in thousands)
| Parent Company | 100% Owned Guarantor Subsidiaries | Other Subsidiaries | Eliminating Entries | Consolidated
Total net revenue | $ | — |  | $ | 1,114,952 |  | $ | 18,127 |  | $ | (12,282 | ) | $ | 1,120,797 |
Total operating expense | 516 |  | 1,014,314 |  | 21,144 |  | (12,130 | ) | 1,023,844 |
(Loss) income from operations | (516 | ) | 100,638 |  | (3,017 | ) | (152 | ) | 96,953 |
Other expense, net | (26,411 | ) | (11,023 | ) | (1,333 | ) | 152 |  | (38,615 | )
Equity investment income, net | — |  | 891 |  | — |  | — |  | 891 |
(Loss) income before benefit (provision) for income taxes | (26,927 | ) | 90,506 |  | (4,350 | ) | — |  | 59,229 |
Benefit (provision) for income taxes | 9,901 |  | (31,974 | ) | 454 |  | — |  | (21,619 | )
Net (loss) income before equity in income (loss) of consolidated subsidiaries | (17,026 | ) | 58,532 |  | (3,896 | ) | — |  | 37,610 |
Equity in income (loss) of consolidated subsidiaries | 54,769 |  | (3,763 | ) | — |  | (51,006 | ) | — |
Net income (loss) | 37,743 |  | 54,769 |  | (3,896 | ) | (51,006 | ) | 37,610 |
Net loss attributable to noncontrolling interests | — |  | — |  | 133 |  | — |  | 133 |
Net income (loss) attributable to Vail Resorts, Inc. | $ | 37,743 |  | $ | 54,769 |  | $ | (3,763 | ) | $ | (51,006 | ) | $ | 37,743 |
Supplemental Condensed Consolidating Statement of Operations For the year ended July 31, 2012 (in thousands)
| Parent Company | 100% Owned Guarantor Subsidiaries | Other Subsidiaries | Eliminating Entries | Consolidated
Total net revenue | $ | — |  | $ | 1,020,847 |  | $ | 14,997 |  | $ | (11,450 | ) | $ | 1,024,394 |
Total operating expense | 181 |  | 959,038 |  | 17,142 |  | (11,298 | ) | 965,063 |
(Loss) income from operations | (181 | ) | 61,809 |  | (2,145 | ) | (152 | ) | 59,331 |
Other expense, net | (26,520 | ) | (5,372 | ) | (1,377 | ) | 152 |  | (33,117 | )
Equity investment income, net | — |  | 878 |  | — |  | — |  | 878 |
(Loss) income before benefit (provision) for income taxes | (26,701 | ) | 57,315 |  | (3,522 | ) | — |  | 27,092 |
Benefit (provision) for income taxes | 10,968 |  | (21,669 | ) | — |  | — |  | (10,701 | )
Net (loss) income before equity in income (loss) of consolidated subsidiaries | (15,733 | ) | 35,646 |  | (3,522 | ) | — |  | 16,391 |
Equity in income (loss) of consolidated subsidiaries | 32,186 |  | (3,460 | ) | — |  | (28,726 | ) | — |
Net income (loss) | 16,453 |  | 32,186 |  | (3,522 | ) | (28,726 | ) | 16,391 |
Net loss attributable to noncontrolling interests | — |  | — |  | 62 |  | — |  | 62 |
Net income (loss) attributable to Vail Resorts, Inc. | $ | 16,453 |  | $ | 32,186 |  | $ | (3,460 | ) | $ | (28,726 | ) | $ | 16,453 |
Supplemental Condensed Consolidating Statement of Operations For the year ended July 31, 2011 (in thousands)
| Parent Company | 100% Owned Guarantor Subsidiaries | Other Subsidiaries | Eliminating Entries | Consolidated
Total net revenue | $ | — |  | $ | 1,166,706 |  | $ | 12,212 |  | $ | (11,872 | ) | $ | 1,167,046 |
Total operating expense | 522 |  | 1,070,054 |  | 13,718 |  | (11,720 | ) | 1,072,574 |
(Loss) income from operations | (522 | ) | 96,652 |  | (1,506 | ) | (152 | ) | 94,472 |
Other expense, net | (34,244 | ) | (4,908 | ) | (1,294 | ) | 152 |  | (40,294 | )
Equity investment income, net | — |  | 1,342 |  | — |  | — |  | 1,342 |
(Loss) income before benefit (provision) for income taxes | (34,766 | ) | 93,086 |  | (2,800 | ) | — |  | 55,520 |
Benefit (provision) for income taxes | 14,235 |  | (35,333 | ) | — |  | — |  | (21,098 | )
Net (loss) income before equity in income (loss) of consolidated subsidiaries | (20,531 | ) | 57,753 |  | (2,800 | ) | — |  | 34,422 |
Equity in income (loss) of consolidated subsidiaries | 55,020 |  | (2,733 | ) | — |  | (52,287 | ) | — |
Net income (loss) | 34,489 |  | 55,020 |  | (2,800 | ) | (52,287 | ) | 34,422 |
Net loss attributable to noncontrolling interests | — |  | — |  | 67 |  | — |  | 67 |
Net income (loss) attributable to Vail Resorts, Inc. | $ | 34,489 |  | $ | 55,020 |  | $ | (2,733 | ) | $ | (52,287 | ) | $ | 34,489 |
Supplemental Condensed Consolidating Statement of Comprehensive Income (Loss) For the year ended July 31, 2013 (in thousands)
| Parent Company | 100% Owned Guarantor Subsidiaries | Other Subsidiaries | Eliminating Entries | Consolidated
Net income (loss) | $ | 37,743 |  | $ | 54,769 |  | $ | (3,896 | ) | $ | (51,006 | ) | $ | 37,610 |
Foreign currency translation adjustments, net of tax | 188 |  | 188 |  | 188 |  | (376 | ) | 188 |
Comprehensive income (loss) | 37,931 |  | 54,957 |  | (3,708 | ) | (51,382 | ) | 37,798 |
Comprehensive loss attributable to noncontrolling interests | — |  | — |  | 133 |  | — |  | 133 |
Comprehensive income (loss) attributable to Vail Resorts, Inc. | $ | 37,931 |  | $ | 54,957 |  | $ | (3,575 | ) | $ | (51,382 | ) | $ | 37,931 |
Supplemental Condensed Consolidating Statement of Comprehensive Income (Loss) For the year ended July 31, 2012 (in thousands)
| Parent Company | 100% Owned Guarantor Subsidiaries | Other Subsidiaries | Eliminating Entries | Consolidated
Net income (loss) | $ | 16,453 |  | $ | 32,186 |  | $ | (3,522 | ) | $ | (28,726 | ) | $ | 16,391 |
Foreign currency translation adjustments, net of tax | (255 | ) | (255 | ) | (255 | ) | 510 |  | (255 | )
Comprehensive income (loss) | 16,198 |  | 31,931 |  | (3,777 | ) | (28,216 | ) | 16,136 |
Comprehensive loss attributable to noncontrolling interests | — |  | — |  | 62 |  | — |  | 62 |
Comprehensive income (loss) attributable to Vail Resorts, Inc. | $ | 16,198 |  | $ | 31,931 |  | $ | (3,715 | ) | $ | (28,216 | ) | $ | 16,198 |
Supplemental Condensed Consolidating Statement of Comprehensive Income (Loss) For the year ended July 31, 2011 (in thousands)
| Parent Company | 100% Owned Guarantor Subsidiaries | Other Subsidiaries | Eliminating Entries | Consolidated
Net income (loss) | $ | 34,489 |  | $ | 55,020 |  | $ | (2,800 | ) | $ | (52,287 | ) | $ | 34,422 |
Foreign currency translation adjustments, net of tax | — |  | — |  | — |  | — |  | — |
Comprehensive income (loss) | 34,489 |  | 55,020 |  | (2,800 | ) | (52,287 | ) | 34,422 |
Comprehensive loss attributable to noncontrolling interests | — |  | — |  | 67 |  | — |  | 67 |
Comprehensive income (loss) attributable to Vail Resorts, Inc. | $ | 34,489 |  | $ | 55,020 |  | $ | (2,733 | ) | $ | (52,287 | ) | $ | 34,489 |
Supplemental Condensed Consolidating Statement of Cash Flows For the year ended July 31, 2013 (in thousands)
| Parent Company | 100% Owned Guarantor Subsidiaries | Other Subsidiaries | Consolidated
Net cash (used in) provided by operating activities | $ | (2,845 | ) | $ | 225,434 |  | $ | (166 | ) | $ | 222,423 |
Cash flows from investing activities: |  |  |  |
Capital expenditures | — |  | (94,041 | ) | (905 | ) | (94,946 | )
Acquisition of businesses | — |  | (19,958 | ) | — |  | (19,958 | )
Proceeds from sale of real property | — |  | 11,090 |  | — |  | 11,090 |
Other investing activities, net | — |  | (4,344 | ) | (80 | ) | (4,424 | )
Net cash used in investing activities | — |  | (107,253 | ) | (985 | ) | (108,238 | )
Cash flows from financing activities: |  |  |  |
Proceeds from borrowings under other long-term debt | — |  | 96,000 |  | — |  | 96,000 |
Payments of other long-term debt | — |  | (96,803 | ) | (208 | ) | (97,011 | )
Dividends paid | (28,362 | ) | — |  | — |  | (28,362 | )
Other financing activities, net | 4,565 |  | 2,177 |  | 841 |  | 7,583 |
Advances from (to) affiliates | 26,642 |  | (26,867 | ) | 225 |  | — |
Net cash provided by (used in) financing activities | 2,845 |  | (25,493 | ) | 858 |  | (21,790 | )
Effect of exchange rate changes on cash and cash equivalents | — |  | (98 | ) | 254 |  | 156 |
Net increase (decrease) in cash and cash equivalents | — |  | 92,590 |  | (39 | ) | 92,551 |
Cash and cash equivalents: |  |  |  |
Beginning of period | — |  | 38,380 |  | 7,673 |  | 46,053 |
End of period | $ | — |  | $ | 130,970 |  | $ | 7,634 |  | $ | 138,604 |
Supplemental Condensed Consolidating Statement of Cash Flows For the year ended July 31, 2012 (in thousands)
| Parent Company | 100% Owned Guarantor Subsidiaries | Other Subsidiaries | Consolidated
Net cash (used in) provided by operating activities | $ | (6,789 | ) | $ | 191,831 |  | $ | 377 |  | $ | 185,419 |
Cash flows from investing activities: |  |  |  |
Capital expenditures | — |  | (132,025 | ) | (600 | ) | (132,625 | )
Acquisition of business | — |  | (24,311 | ) | 832 |  | (23,479 | )
Other investing activities, net | — |  | 150 |  | — |  | 150 |
Net cash (used in) provided by investing activities | — |  | (156,186 | ) | 232 |  | (155,954 | )
Cash flows from financing activities: |  |  |  |
Proceeds from borrowings under other long-term debt | — |  | 56,000 |  | — |  | 56,000 |
Payments of other long-term debt | — |  | (56,855 | ) | (197 | ) | (57,052 | )
Repurchases of common stock | (30,365 | ) | — |  | — |  | (30,365 | )
Dividends paid | (24,249 | ) | — |  | — |  | (24,249 | )
Other financing activities, net | 1,637 |  | 400 |  | 107 |  | 2,144 |
Advances from (to) affiliates | 59,766 |  | (60,175 | ) | 409 |  | — |
Net cash provided by (used in) financing activities | 6,789 |  | (60,630 | ) | 319 |  | (53,522 | )
Effect of exchange rate changes on cash and cash equivalents | — |  | — |  | (33 | ) | (33 | )
Net (decrease) increase in cash and cash equivalents | — |  | (24,985 | ) | 895 |  | (24,090 | )
Cash and cash equivalents: |  |  |  |
Beginning of period | — |  | 63,365 |  | 6,778 |  | 70,143 |
End of period | $ | — |  | $ | 38,380 |  | $ | 7,673 |  | $ | 46,053 |
Supplemental Condensed Consolidating Statement of Cash Flows For the year ended July 31, 2011 (in thousands)
| Parent Company | 100% Owned Guarantor Subsidiaries | Other Subsidiaries | Consolidated
Net cash (used in ) provided by operating activities | $ | (2,659 | ) | $ | 268,602 |  | $ | 1,344 |  | $ | 267,287 |
Cash flows from investing activities: |  |  |  |
Capital expenditures | — |  | (95,568 | ) | (72 | ) | (95,640 | )
Acquisition of business | — |  | (62,344 | ) | — |  | (62,344 | )
Other investing activities, net | — |  | (204 | ) | — |  | (204 | )
Net cash used in investing activities | — |  | (158,116 | ) | (72 | ) | (158,188 | )
Cash flows from financing activities: |  |  |  |
Proceeds from borrowings under other long-term debt | — |  | 189,000 |  | — |  | 189,000 |
Payments of other long-term debt | — |  | (226,674 | ) | (187 | ) | (226,861 | )
Proceeds from borrowings under the 6.50% Notes | 390,000 |  | — |  | — |  | 390,000 |
Payment of tender of 6.75% Notes | (390,000 | ) | — |  | — |  | (390,000 | )
Payment of financing costs | (9,331 | ) | (3,069 | ) | — |  | (12,400 | )
Dividends paid | (5,411 | ) | — |  | — |  | (5,411 | )
Other financing activities, net | 1,319 |  | (1,055 | ) | 1,707 |  | 1,971 |
Advances | 16,082 |  | (16,638 | ) | 556 |  | — |
Net cash provided by (used in) financing activities | 2,659 |  | (58,436 | ) | 2,076 |  | (53,701 | )
Net increase in cash and cash equivalents | — |  | 52,050 |  | 3,348 |  | 55,398 |
Cash and cash equivalents: |  |  |  |
Beginning of period | — |  | 11,315 |  | 3,430 |  | 14,745 |
End of period | $ | — |  | $ | 63,365 |  | $ | 6,778 |  | $ | 70,143 |

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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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