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Long-Term Debt | 3 Months Ended
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Oct. 31, 2020
Debt Disclosure [Abstract] |
Long-Term Debt | Long-Term Debt Long-term debt, net as of October 31, 2020, July 31, 2020 and October 31, 2019 is summarized as follows (in thousands):
|  | Maturity |  | October 31, 2020 |  | July 31, 2020 |  | October 31, 2019
Vail Holdings Credit Agreement term loan (a) |  | 2024 |  | $ | 1,187,500 |  |  | $ | 1,203,125 |  |  | $ | 1,250,000 |
Vail Holdings Credit Agreement revolver (a) |  | 2024 |  | — |  |  | — |  |  | 190,000 |
6.25% Notes |  | 2025 |  | 600,000 |  |  | 600,000 |  |  | — |
Whistler Credit Agreement revolver (b) |  | 2024 |  | 72,778 |  |  | 58,236 |  |  | 37,962 |
EPR Secured Notes (c) |  | 2034-2036 |  | 114,162 |  |  | 114,162 |  |  | 114,162 |
EB-5 Development Notes |  | 2021 |  | 51,500 |  |  | 51,500 |  |  | 52,000 |
Employee housing bonds |  | 2027-2039 |  | 52,575 |  |  | 52,575 |  |  | 52,575 |
Canyons obligation |  | 2063 |  | 347,481 |  |  | 346,034 |  |  | 341,704 |
Other |  | 2020-2033 |  | 18,115 |  |  | 18,616 |  |  | 19,583 |
Total debt |  |  |  | 2,444,111 |  |  | 2,444,248 |  |  | 2,057,986 |
Less: Unamortized premiums, discounts and debt issuance costs |  |  |  | (7,457 | ) |  | (6,551 | ) |  | (10,878 | )
Less: Current maturities (d) |  |  |  | 63,707 |  |  | 63,677 |  |  | 63,807 |
Long-term debt, net |  |  |  | $ | 2,387,861 |  |  | $ | 2,387,122 |  |  | $ | 2,005,057 |
(a) | On April 28, 2020, Vail Holdings, Inc. (“VHI”), certain subsidiaries of the Company, as guarantors, Bank of America, N.A., as administrative agent, and certain Lenders entered into a Third Amendment to the Vail Holdings Credit Agreement (the “Third Amendment”). Pursuant to the Third Amendment, among other terms, VHI is exempt from complying with the Vail Holdings Credit Agreement’s maximum leverage ratio and minimum interest coverage ratio financial maintenance covenants for each of the fiscal quarters ending July 31, 2020 through January 31, 2022 (unless VHI makes a one-time irrevocable election to terminate such exemption period prior to such date) (such period, the “Financial Covenants Temporary Waiver Period”), after which VHI will again be required to comply with such covenants starting with the fiscal quarter ending April 30, 2022 (or such earlier fiscal quarter as elected by VHI).
In addition, VHI is required to comply with a monthly minimum liquidity test (liquidity is defined as unrestricted cash and temporary cash investments of VHI and its restricted subsidiaries and available commitments under the Vail Holdings Credit Agreement revolver) of not less than $150.0 million, during the period that began July 31, 2020 and ending on the date VHI delivers a compliance certificate for the Company and its subsidiaries’ first fiscal quarter following the end of the Financial Covenants Temporary Waiver Period. During the Financial Covenants Temporary Waiver Period, borrowings under the Vail Holdings Credit Agreement, including the term loan facility, bear interest annually at LIBOR plus 2.50% and, for amounts in excess of $400.0 million, LIBOR is subject to a floor of 0.75%. In addition, pursuant to the Third Amendment, the amount by which the Company is able to increase availability (under the revolver or in the form of term loans) was increased to an aggregate principal amount not to exceed the greater of (i) $2.25 billion and (ii) the product of 3.25 and the trailing four-quarter Adjusted EBITDA (as defined in the Credit Agreement). As of October 31, 2020, the Vail Holdings Credit Agreement consists of a $500.0 million revolving credit facility and a $1.2 billion outstanding term loan facility. The term loan facility is subject to quarterly amortization of principal of approximately $15.6 million (which began in January 2020), in equal installments, for a total of 5% of principal payable in each year and the final payment of all amounts outstanding, plus accrued and unpaid interest due in September 2024. The proceeds of the loans made under the Vail Holdings Credit Agreement may be used to fund the Company’s working capital needs, capital expenditures, acquisitions, investments and other general corporate purposes, including the issuance of letters of credit, subject to the Financial Covenants Temporary Waiver Period limitations. Borrowings under the Vail Holdings Credit Agreement, including the term loan facility, bear interest annually at LIBOR plus 2.50% as of October 31, 2020 (2.65% for the first $400.0 million of borrowings, and for amounts in excess of $400.0 million for which LIBOR is subject to a floor of 0.75% during the Financial Covenants Temporary Waiver Period, 3.25%). Other than as impacted by the provisions in place during the Financial Covenants Temporary Waiver Period, interest rate margins may fluctuate based upon the ratio of the Company’s Net Funded Debt to Adjusted EBITDA on a trailing four-quarter basis. The Vail Holdings Credit Agreement also includes a quarterly unused commitment fee, which is equal to a percentage determined by the Net Funded Debt to Adjusted EBITDA ratio, as each such term is defined in the Vail Holdings Credit Agreement, multiplied by the daily amount by which the Vail Holdings Credit Agreement commitment exceeds the total of outstanding loans and outstanding letters of credit (0.4% as of October 31, 2020).
(b) | Whistler Mountain Resort Limited Partnership (“Whistler LP”) and Blackcomb Skiing Enterprises Limited Partnership (“Blackcomb LP”), together “The WB Partnerships,” are party to a credit agreement, dated as of November 12, 2013 (as amended, the “Whistler Credit Agreement”), by and among Whistler LP, Blackcomb LP, certain subsidiaries of Whistler LP and Blackcomb LP party thereto as guarantors (the “Whistler Subsidiary Guarantors”), the financial institutions party thereto as lenders and The Toronto-Dominion Bank, as administrative agent. The Whistler Credit Agreement consists of a C$300.0 million revolving credit facility. As of October 31, 2020, all borrowings under the Whistler Credit Agreement were made in Canadian dollars and by way of the issuance of bankers’ acceptances plus 2.25% (approximately 2.77% as of October 31, 2020). The Whistler Credit Agreement also includes a quarterly unused commitment fee based on the Consolidated Total Leverage Ratio, which as of October 31, 2020 is equal to 0.5063% per annum.
(c) | On September 24, 2019, in conjunction with the acquisition of Peak Resorts (see Note 6, Acquisitions), the Company assumed various secured borrowings (the “EPR Secured Notes”) under the master credit and security agreements and other related agreements, as amended, (collectively, the “EPR Agreements”) with EPT Ski Properties, Inc. and its affiliates (“EPR”). The EPR Secured Notes include the following:
i. | The Alpine Valley Secured Note. The $4.6 million Alpine Valley Secured Note provides for interest payments through its maturity on December 1, 2034. As of October 31, 2020, interest on this note accrued at a rate of 11.21%.
ii. | The Boston Mills/Brandywine Secured Note. The $23.3 million Boston Mills/Brandywine Secured Note provides for interest payments through its maturity on December 1, 2034. As of October 31, 2020, interest on this note accrued at a rate of 10.91%.
iii. | The Jack Frost/Big Boulder Secured Note. The $14.3 million Jack Frost/Big Boulder Secured Note provides for interest payments through its maturity on December 1, 2034. As of October 31, 2020, interest on this note accrued at a rate of 10.91%.
iv. | The Mount Snow Secured Note. The $51.1 million Mount Snow Secured Note provides for interest payments through its maturity on December 1, 2034. As of October 31, 2020, interest on this note accrued at a rate of 11.78%.
v. | The Hunter Mountain Secured Note. The $21.0 million Hunter Mountain Secured Note provides for interest payments through its maturity on January 5, 2036. As of October 31, 2020, interest on this note accrued at a rate of 8.57%.
In addition, Peak Resorts is required to maintain a debt service reserve account which amounts are applied to fund interest payments and other amounts due and payable to EPR. As of October 31, 2020 the Company had funded the EPR debt service reserve account in an amount equal to approximately $2.1 million, which was included in other current assets in the Company’s Consolidated Balance Sheet.
(d) | Current maturities represent principal payments due in the next 12 months.
Aggregate maturities of debt outstanding as of October 31, 2020 reflected by fiscal year (August 1 through July 31) are as follows (in thousands):
| Total
2021 (November 2020 through July 2021) | $ | 53,699 |
2022 | 115,195 |
2023 | 63,740 |
2024 | 63,796 |
2025 | 1,626,662 |
Thereafter | 521,019 |
Total debt | $ | 2,444,111 |
The Company recorded gross interest expense of $35.4 million and $22.7 million for the three months ended October 31, 2020 and 2019, respectively, of which $0.7 million and $0.4 million, respectively, was amortization of deferred financing costs. The Company was in compliance with all of its financial and operating covenants required to be maintained under its debt instruments for all periods presented. In connection with the Company’s acquisition of Whistler Blackcomb in October 2016, VHI funded a portion of the purchase price through an intercompany loan to Whistler Blackcomb of $210.0 million, which was effective as of November 1, 2016, and requires foreign currency remeasurement to Canadian dollars, the functional currency for Whistler Blackcomb. As a result, foreign currency fluctuations associated with the loan are recorded within the Company’s results of operations. The Company recognized approximately $0.5 million and $0.4 million, respectively, of non-cash foreign currency gains on the intercompany loan to Whistler Blackcomb for the three months ended October 31, 2020 and 2019 on the Company’s Consolidated Condensed Statements of Operations.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 + Details
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