Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Mar. 31, 2016 | May. 03, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Intrawest Resorts Holdings, Inc. | |
Entity Central Index Key | 1,587,755 | |
Current Fiscal Year End Date | --06-30 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 39,733,198 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 176,000 | $ 90,580 |
Restricted cash | 13,556 | 10,018 |
Receivables, net of allowances of $883 and $717 | 31,992 | 36,176 |
Other current assets | 46,382 | 44,614 |
Current assets held for sale | 0 | 23,156 |
Total current assets | 267,930 | 204,544 |
Property, plant and equipment, net of accumulated depreciation of $428,073 and $401,552 | 517,245 | 527,186 |
Real estate held for development | 138,723 | 139,951 |
Intangible assets, net of accumulated amortization of $62,197 and $59,581 | 51,508 | 56,501 |
Goodwill | 106,014 | 106,469 |
Other long-term assets, net of accumulated amortization of $1,521 and $1,364 | 33,852 | 30,385 |
Long-term assets held for sale | 0 | 29,959 |
Total assets | 1,115,272 | 1,094,995 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 81,853 | 62,890 |
Deferred revenue and deposits | 44,251 | 62,441 |
Capital lease obligations due within one year | 19,642 | 3,927 |
Long-term debt due within one year | 1,022 | 6,919 |
Current liabilities held for sale | 0 | 9,955 |
Total current liabilities | 146,768 | 146,132 |
Long-term capital lease obligations | 17,939 | 35,175 |
Long-term debt | 563,261 | 566,922 |
Other long-term liabilities | 65,218 | 69,030 |
Total liabilities | $ 793,186 | $ 817,259 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity: | ||
Preferred stock, $0.01 par value; 300,000 shares authorized; 0 issued and outstanding, respectively | $ 0 | $ 0 |
Common stock, $0.01 par value; 2,000,000 shares authorized; 39,736 and 45,230 shares outstanding, respectively | 453 | 452 |
Treasury stock, at cost; 5,556 shares and 0 shares, respectively | (50,325) | 0 |
Additional paid-in capital | 2,899,920 | 2,897,343 |
Accumulated deficit | (2,666,825) | (2,766,947) |
Accumulated other comprehensive income | 135,446 | 145,379 |
Total Intrawest Resorts Holdings, Inc. stockholders' equity | 318,669 | 276,227 |
Noncontrolling interest | 3,417 | 1,509 |
Total stockholders' equity | 322,086 | 277,736 |
Total liabilities and stockholders' equity | $ 1,115,272 | $ 1,094,995 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Current assets: | ||
Receivables, allowance | $ 883 | $ 717 |
Property, plant and equipment, accumulated depreciation | 428,073 | 401,552 |
Intangible assets, accumulated amortization | 62,197 | 59,581 |
Other long-term assets, allowance | $ 1,521 | $ 1,364 |
Stockholders' equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 300,000 | 300,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 2,000,000 | 2,000,000 |
Common stock, shares outstanding (in shares) | 39,736 | 45,230 |
Treasury stock (in shares) | 5,556 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Statements of Operations | ||||
Revenue | $ 315,706 | $ 321,824 | $ 505,861 | $ 516,999 |
Operating expenses | 157,909 | 169,523 | 378,231 | 395,864 |
Depreciation and amortization | 15,264 | 14,767 | 44,802 | 44,065 |
(Gain) on sale of Intrawest Resort Club Group | (40,481) | 0 | (40,481) | 0 |
Loss (gain) on disposal of assets | 1,634 | (1,083) | (693) | (1,126) |
Loss on remeasurement of equity method investment | 0 | 0 | 0 | 1,454 |
Income from operations | 181,380 | 138,617 | 124,002 | 76,742 |
Interest expense, net | (9,860) | (10,731) | (28,478) | (30,547) |
Earnings (loss) from equity method investments | 5,401 | 2,452 | 4,019 | (305) |
Other income (expense), net | (1,184) | (315) | 4,026 | (770) |
Income before income taxes | 175,737 | 130,023 | 103,569 | 45,120 |
Income tax expense (benefit) | 261 | 230 | 1,529 | (2,386) |
Net income | 175,476 | 129,793 | 102,040 | 47,506 |
Income attributable to noncontrolling interest | 1,006 | 1,099 | 1,918 | 860 |
Net income attributable to Intrawest Resorts Holdings, Inc. | $ 174,470 | $ 128,694 | $ 100,122 | $ 46,646 |
Weighted average shares of common stock outstanding: | ||||
Basic (in shares) | 42,705 | 45,143 | 44,395 | 45,071 |
Diluted (in shares) | 42,735 | 45,143 | 44,423 | 45,144 |
Net income attributable to Intrawest Resorts Holdings, Inc. per share: | ||||
Basic (in dollars per share) | $ 4.09 | $ 2.85 | $ 2.26 | $ 1.03 |
Diluted (in dollars per share) | $ 4.08 | $ 2.85 | $ 2.25 | $ 1.03 |
Statements of Comprehensive Income (Loss) | ||||
Net income | $ 175,476 | $ 129,793 | $ 102,040 | $ 47,506 |
Income attributable to noncontrolling interest | 1,006 | 1,099 | 1,918 | 860 |
Net income attributable to Intrawest Resorts Holdings, Inc. | 174,470 | 128,694 | 100,122 | 46,646 |
Other comprehensive income (loss), net of tax of $0 | 20,428 | (28,228) | (9,943) | (57,072) |
Other comprehensive income (loss) income attributable to noncontrolling interest | 205 | 22 | (10) | 16 |
Other comprehensive income (loss) attributable to Intrawest Resorts Holdings, Inc. | 20,223 | (28,250) | (9,933) | (57,088) |
Comprehensive income (loss), net of tax | 195,904 | 101,565 | 92,097 | (9,566) |
Comprehensive income attributable to noncontrolling interest | 1,211 | 1,121 | 1,908 | 876 |
Comprehensive income (loss) attributable to Intrawest Resorts Holdings, Inc. | $ 194,693 | $ 100,444 | $ 90,189 | $ (10,442) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Statements of Comprehensive Income (Loss) | ||||
Other comprehensive income (loss), tax | $ 0 | $ 0 | $ 0 | $ 0 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Operating activities: | ||
Net income | $ 102,040 | $ 47,506 |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 44,802 | 44,065 |
Gain on sale of Intrawest Resort Club Group | (40,481) | 0 |
Funding of pension plans | (2,855) | (2,646) |
Other non-cash expense, net | 1,822 | 4,577 |
Changes in assets and liabilities, net of business acquisitions: | ||
Inventories | (3,577) | 266 |
Receivables | 5,080 | 8,516 |
Accounts payable and accrued liabilities | 18,830 | 13,909 |
Deferred revenue and deposits | (17,393) | (8,495) |
Other assets and liabilities, net | (5,306) | (2,478) |
Net cash provided by operating activities | 102,962 | 105,220 |
Investing activities: | ||
Capital expenditures | (40,876) | (34,521) |
Proceeds from sale of Intrawest Resort Club Group | 84,613 | 0 |
Acquisitions, net of cash received | 0 | (41,467) |
Other investing activities, net | 5,186 | (634) |
Net cash provided by (used in) investing activities | 48,923 | (76,622) |
Financing activities: | ||
Proceeds from issuance of long-term debt | 0 | 59,925 |
Repayments of bank and other borrowings | (16,329) | (7,787) |
Purchase of stock for treasury | (50,325) | 0 |
Financing costs paid | 0 | (1,234) |
Net cash (used in) provided by financing activities | (66,654) | 50,904 |
Effect of exchange rate changes on cash | 189 | (1,819) |
Increase (decrease) in cash and cash equivalents | 85,420 | 77,683 |
Cash and cash equivalents, beginning of period | 90,580 | 56,020 |
Cash and cash equivalents, end of period | 176,000 | 133,703 |
Supplemental information: | ||
Cash paid for interest | 23,595 | 26,441 |
Non-cash investing and financing activities: | ||
Property, plant and equipment received but not paid | 7,876 | 0 |
Property, plant and equipment financed by capital lease obligations | $ 0 | $ 107 |
Formation and Business
Formation and Business | 9 Months Ended |
Mar. 31, 2016 | |
Formation and Business [Abstract] | |
Formation and Business | 1. Formation and Business Intrawest Resorts Holdings, Inc. (together with its subsidiaries, collectively referred to herein as the "Company") is a Delaware corporation that was formed on August 30, 2013 as a holding company that operates various subsidiaries primarily engaged in the operation of mountain resorts, adventure businesses, and real estate activities, throughout North America. The Company conducts business through three segments: Mountain, Adventure and Real Estate. The Mountain segment includes the Company's mountain resorts and lodging operations at Steamboat Ski & Resort and Winter Park Resort (“Winter Park”) in Colorado, Stratton Mountain Resort in Vermont, Snowshoe Mountain Resort in West Virginia, Mont Tremblant Resort (“Tremblant”) in Quebec, and Blue Mountain Ski Resort (“Blue Mountain”) in Ontario, of which the Company owned a 50.0% equity interest prior to the Company's acquisition of the remaining 50.0% equity interest on September 19, 2014 (the "Blue Mountain Acquisition"), as further described in Note 3, "Acquisitions and Dispositions". The Mountain segment derives revenue mainly from sales of lift products, lodging, ski school services, retail and rental merchandise, food and beverage, and other ancillary services. The Adventure segment includes Canadian Mountain Holidays (“CMH”), which provides helicopter accessed skiing, mountaineering and hiking at eleven lodges in British Columbia. In support of CMH’s operations, the Company owns a fleet of Bell helicopters that are also used in the off-season for fire suppression activities and other commercial uses primarily in the United States and Canada. The Company's subsidiary, Alpine Aerotech L.P., provides helicopter maintenance, repair and overhaul services to the Company’s fleet of helicopters as well as to aircraft owned by unaffiliated third parties. The Real Estate segment is comprised of real estate management, marketing and sales businesses, real estate planning and development activities and land carrying costs. The Company manages, markets and/or sells real estate through Intrawest Hospitality Management, Inc. (“IHM”), which principally manages condominium hotel properties in Maui, Hawaii and Mammoth Lakes, California, and Playground, a residential real estate sales and marketing business, as well as the Company’s 50.0% interest in Mammoth Hospitality Management L.L.C. and 57.1% economic interest in Chateau M.T. Inc. The Real Estate segment includes the results of the Intrawest Resort Club Group (“IRCG”) division, a vacation club business, until the business was sold on January 29, 2016 as further described in Note 3, "Acquisitions and Dispositions". |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2016 | |
Significant Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Basis of Presentation and Use of Estimates The accompanying condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information. Accordingly, these statements do not include all of the information and notes required for complete financial statements prepared in accordance with GAAP. In management's opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. These results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company, its majority-owned subsidiaries and a variable interest entity (“VIE”) for which the Company is the primary beneficiary. All significant intercompany transactions are eliminated in consolidation. Investments in which the Company does not have a controlling interest or is not the primary beneficiary, but over which the Company is able to exercise significant influence, are accounted for under the equity method. Under the equity method, the original cost of the investment is adjusted for the Company’s share of post-acquisition earnings or losses increased by contributions less distributions received. The Company owns a 20.0% equity interest in Alpine Helicopters Inc. (“Alpine Helicopters”). Alpine Helicopters employs all the pilots that fly the helicopters supporting CMH operations. Alpine Helicopters leases 100% of its helicopters from Intrawest ULC, a consolidated subsidiary of the Company, creating economic dependence and therefore giving Intrawest ULC a variable interest in Alpine Helicopters. Alpine Helicopters is a VIE for which the Company is the primary beneficiary and is consolidated in the accompanying condensed consolidated financial statements. The remaining 80.0% equity interest in Alpine Helicopters is held by the employees of Alpine Helicopters and is reflected as a noncontrolling interest in the accompanying condensed consolidated financial statements. As of March 31, 2016 , Alpine Helicopters had total assets of $11.5 million and total liabilities of $5.3 million. On January 29, 2016, (the "Disposition Date"), the Company sold substantially all of the assets used in the operations of IRCG and all of the equity interests in certain wholly-owned subsidiaries of IRCG to Diamond Resorts Corporation and Diamond Resorts International, Inc. (together with Diamond Resorts Corporation, “Diamond”), as described in Note 3, “ Acquisitions and Dispositions ” (the "IRCG Transaction"). In accordance with applicable accounting guidance, the disposal did not qualify for discontinued operations presentation and, therefore, the accompanying condensed consolidated financial statements reflect the consolidation of the results of IRCG in the fiscal year until the Disposition Date and the removal of the related assets and liabilities as of the Disposition Date. The accompanying condensed consolidated balance sheet as of June 30, 2015 presents the assets and liabilities related to the IRCG Transaction as assets held for sale. The IRCG division was a part of the Real Estate segment. On September 19, 2014 (the “Acquisition Date”), the Company acquired the remaining 50.0% equity interest in Blue Mountain that the Company did not already own from Blue Mountain Resorts Holdings Inc., as described in Note 3, “ Acquisitions and Dispositions ”. The accompanying condensed consolidated financial statements reflect the Company's equity method investment in Blue Mountain prior to the Blue Mountain Acquisition and the consolidated results for periods subsequent to the Acquisition Date. Fair Value of Financial Instruments As of March 31, 2016 and June 30, 2015 , the fair value of cash and cash equivalents, restricted cash, net receivables and accounts payable approximated their carrying value based on the short-term nature of these instruments. Estimates of fair value may be affected by assumptions made and, accordingly, are not necessarily indicative of the amounts the Company could realize in a current market exchange. The fair value of the Senior Debt (as defined in Note 6, “Long-Term Debt”) was estimated using quoted prices for the Company's instruments in markets that are not active and was considered a Level 2 measure. The fair value of other debt obligations was estimated based on Level 3 inputs using discounted cash flow analyses based on assumptions that management believes are consistent with market participant assumptions. March 31, 2016 June 30, 2015 Carrying Value Fair Value Carrying Value Fair Value Senior Debt $ 562,366 $ 579,118 $ 571,745 $ 595,362 Other debt obligations 1,917 1,669 2,096 1,793 Recent Accounting Pronouncements In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). This update is part of the FASB's simplification initiative and is intended to simplify accounting for stock-based compensation. The guidance requires that excess tax benefits or deficiencies be recognized in income tax expense or benefit in the income statement, rather than recognized in additional paid-in capital. The guidance allows the Company to elect whether to recognize forfeitures as they occur or use an estimated forfeiture assumption in estimating the number of awards that are expected to vest. ASU 2016-09 is effective for annual periods beginning after December 15, 2016, with early adoption permitted. The Company is currently in the process of evaluating the impact that ASU 2016-09 will have on its consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) ("ASU 2016-02"). ASU 2016-02 supersedes existing guidance in ases (Topic 840) . The revised standard requires lessees to recognize the assets and liabilities arising from leases with lease terms greater than twelve months on the balance sheet, including those currently classified as operating leases, and to disclose key information about leasing arrangements. Lessees will be required to recognize a lease liability and a right-of-use asset on their balance sheets, while lessor accounting will remain largely unchanged. The guidance is effective for annual periods beginning after December 15, 2018, with early adoption permitted. The Company is currently In April 2015, the FASB issued ASU 2015-05, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement ("ASU 2015-05"). This update is intended to reduce diversity in practice by providing explicit guidance to customers about whether a cloud computing arrangement includes a software license. For public business entities, the guidance is effective for annual periods beginning after December 15, 2015, with early adoption permitted. The Company has not yet selected a transition method and is currently in the process of evaluating the impact that ASU 2015-05 will have on its consolidated financial statements and related disclosures. In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis ("ASU 2015-02"). This update (i) amends the criteria for determining which entities are considered VIEs or voting interest entities, (ii) amends the criteria for evaluating fees paid to a decision maker or service provider as a variable interest, (iii) amends the effect of fee arrangements and related parties on the primary beneficiary determination, and (iv) ends the deferral previously granted to certain investment companies for application of the VIE consolidation model. The guidance is effective for public business entities for annual reporting periods beginning after December 15, 2015, with early adoption permitted. The Company is currently in the process of evaluating the impact that ASU 2015-02 will have on its consolidated financial statements and related disclosures. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) |
Acquisitions and Dispositions
Acquisitions and Dispositions | 9 Months Ended |
Mar. 31, 2016 | |
Acquisitions and Dispositions [Abstract] | |
Acquisitions and Dispositions | 3. Acquisitions and Dispositions On November 24, 2015, the Company, through its wholly owned indirect subsidiaries, Intrawest U.S. Holdings, Inc. and Intrawest ULC, entered into a definitive agreement to sell IRCG, its vacation club business, to Diamond for gross proceeds of $84.6 million , which includes certain purchase price adjustments . The purchase price consisted of cash consideration and the assumption of certain liabilities, including certain lease obligations and certain other continuing contractual obligations. Upon closing the IRCG Transaction on January 29, 2016, Diamond acquired substantially all of the assets used in the operations of IRCG and all of the equity interests in certain wholly-owned subsidiaries of the Company. The accompanying condensed consolidated balance sheet as of March 31, 2016 reflects the removal of the assets and liabilities sold in the IRCG Transaction. The IRCG Transaction resulted in a pre-tax gain of $40.5 million , which is included in the gain on sale of IRCG line item in the accompanying condensed consolidated statement of operations as of March 31, 2016. Due to the Company's net operating losses for tax purposes in the US and Canada, there were no cash taxes or any impact on the effective tax rate as a result of the IRCG Transaction. The following table shows the components of assets and liabilities of IRCG classified as held for sale in the Company's condensed consolidated balance sheet as of June 30, 2015 (in thousands): Fiscal Year End June 30, 2015 Restricted cash $ 228 Receivables, net 6,592 Other current assets 16,336 Property, plant and equipment, net of accumulated depreciation 2,071 Real estate held for development 3,085 Other long-term assets, net 24,803 Total assets classified as held for sale $ 53,115 Accounts payable and accrued liabilities $ 4,334 Deferred revenue and deposits 5,621 Total liabilities classified as held for sale $ 9,955 On September 19, 2014 , the Company acquired the remaining 50.0% equity interest in Blue Mountain that the Company did not already own from Blue Mountain Resorts Holdings Inc. The Company has included the financial results of Blue Mountain in the accompanying condensed consolidated financial statements since the Acquisition Date. The total consideration transferred to acquire Blue Mountain was $109.6 million, which consisted of $54.8 million in cash and $54.8 million for the previously held equity interest. The valuation of the Company’s previously held equity interest resulted in a loss of $1.5 million included within loss on remeasurement of equity method investment in the accompanying condensed consolidated statements of operations for the nine months ended March 31, 2015 . The primary assets acquired and liabilities assumed as of the Acquisition Date included $85.8 million of property, plant and equipment, $13.8 million of accounts payable and accrued liabilities, $13.3 million of cash and cash equivalents, $8.7 million of identifiable intangibles and $13.2 million of residual goodwill. The goodwill recorded is primarily attributable to economies of scale, opportunities for synergies and any intangible assets that do not qualify for separate recognition. None of the goodwill is deductible for tax purposes. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 9 Months Ended |
Mar. 31, 2016 | |
Earnings (Loss) Per Share [Abstract] | |
Earnings (Loss) Per Share | 4. Earnings (Loss) Per Share Basic earnings (loss) per share ("EPS") is calculated by dividing net income (loss) attributable to the Company by the weighted average number of shares of common stock outstanding. Diluted EPS is calculated by dividing net income (loss) attributable to the Company by the weighted average number of shares of common stock outstanding, plus potentially dilutive securities. Potentially dilutive securities include unvested restricted common stock, restricted stock units, and stock options, the dilutive effect of which is calculated using the treasury stock method. On January 12, 2016, the Company announced the commencement of a modified “Dutch auction” self-tender offer ("Tender Offer") to purchase for cash up to $50.0 million of shares of its common stock at a price per share not greater than $10.00 nor less than $9.00, less applicable withholding taxes and without interest. The Tender Offer expired on February 10, 2016. The Company purchased approximately 5.6 million shares of its common stock at a purchase price of $9.00 per share. The tendered shares were accounted for as treasury stock, at cost including $0.3 million of transaction related expenses paid to third parties, and resulted in a reduction of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted earnings per share. For the three months ended March 31, 2016 and 2015, 1.7 million and 1.3 million share based payment awards, respectively, was not included in the calculation of EPS as the effect would be anti-dilutive. For the nine months ended March 31, 2016 and 2015, 1.4 million and 1.1 million share based payment awards, respectively, was not included in the calculation of EPS as the effect would be anti-dilutive. The calculation of basic and diluted EPS is presented below (in thousands, except per share data). Three Months Ended March 31, Nine Months Ended March 31, 2016 2015 2016 2015 Basic EPS Net income attributable to Intrawest Resorts Holdings, Inc. $ 174,470 $ 128,694 $ 100,122 $ 46,646 Weighted average common shares outstanding 42,705 45,143 44,395 45,071 Basic EPS $ 4.09 $ 2.85 $ 2.26 $ 1.03 Diluted EPS Net income attributable to Intrawest Resorts Holdings, Inc. $ 174,470 $ 128,694 $ 100,122 $ 46,646 Weighted average common shares outstanding 42,705 45,143 44,395 45,071 Dilutive effect of stock awards 30 — 28 73 Weighted average dilutive shares outstanding 42,735 45,143 44,423 45,144 Diluted EPS $ 4.08 $ 2.85 $ 2.25 $ 1.03 |
Supplementary Balance Sheet Inf
Supplementary Balance Sheet Information | 9 Months Ended |
Mar. 31, 2016 | |
Supplementary Balance Sheet Information [Abstract] | |
Supplementary Balance Sheet Information | 5. Supplementary Balance Sheet Information Current receivables Current receivables as of March 31, 2016 and June 30, 2015 consisted of the following (in thousands): March 31, 2016 Fiscal Year End June 30, 2015 Trade receivables $ 32,808 $ 36,458 Loans, mortgages and notes receivable 67 435 Allowance for doubtful accounts (883 ) (717 ) Total current receivables $ 31,992 $ 36,176 Other current assets Other current assets as of March 31, 2016 and June 30, 2015 consisted of the following (in thousands): March 31, 2016 Fiscal Year End June 30, 2015 Inventories $ 23,713 $ 22,913 Capital spares 12,844 11,640 Prepaid insurance 5,035 5,345 Other prepaid expenses and current assets 4,790 4,716 Total other current assets $ 46,382 $ 44,614 Other long-term assets, net Other long-term assets, net as of March 31, 2016 and June 30, 2015 consisted of the following (in thousands): March 31, 2016 Fiscal Year End June 30, 2015 Equity method investments $ 28,738 $ 25,394 Long-term receivables 1,551 1,508 Other long-term assets 3,563 3,483 Total other long-term assets, net $ 33,852 $ 30,385 Accounts payable and accrued liabilities Accounts payable and accrued liabilities as of March 31, 2016 and June 30, 2015 consisted of the following (in thousands): March 31, 2016 Fiscal Year End June 30, 2015 Trade payables $ 69,575 $ 52,372 Accrued liabilities 12,278 10,518 Total accounts payable and accrued liabilities $ 81,853 $ 62,890 Current deferred revenue and deposits Current deferred revenue and deposits as of March 31, 2016 and June 30, 2015 consisted of the following (in thousands): March 31, 2016 Fiscal Year End June 30, 2015 Season pass and other deferred revenue $ 24,750 $ 39,216 Lodging and tour deposits 19,455 23,178 Deposits on real estate sales 46 47 Total current deferred revenue and deposits $ 44,251 $ 62,441 Other long-term liabilities Other long-term liabilities as of March 31, 2016 and June 30, 2015 consisted of the following (in thousands): March 31, 2016 Fiscal Year End June 30, 2015 Pension liability, net of funded assets $ 30,715 $ 33,150 Forgivable government grants 7,950 8,950 Deferred revenue and deposits 8,442 8,909 Other long-term liabilities, net 18,111 18,021 Total other long-term liabilities $ 65,218 $ 69,030 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Mar. 31, 2016 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | 6. Long-Term Debt Long-term debt as of March 31, 2016 and June 30, 2015 consisted of the following (in thousands): Maturity March 31, 2016 Fiscal Year End June 30, 2015 Senior Debt 2020 $ 562,366 $ 571,745 Other debt obligations 2016-2023 1,917 2,096 Total 564,283 573,841 Less: Long-term debt due within one year 1,022 6,919 Total long-term debt $ 563,261 $ 566,922 Senior Debt In December 2013, one of the Company’s subsidiaries, as borrower, and several of the Company's U.S. subsidiaries, as guarantors, entered into a credit agreement (the “Credit Agreement”) with a syndicate of lenders, Goldman Sachs Bank USA, as issuing bank, and Goldman Sachs Lending Partners LLC, as administrative agent, providing for a $540.0 million term loan facility (the “Term Loan"), a $25.0 million senior secured first-lien revolving loan facility (the “Revolver”), and a $55.0 million senior secured first-lien letters of credit facility (the “LC Facility” and, together with the Term Loan and Revolver, collectively referred to herein as the “Senior Debt”). Pursuant to an Incremental Amendment to the Credit Agreement, dated September 19, 2014 (the "Incremental Amendment"), the Company borrowed an incremental $60.0 million under the Term Loan, primarily to finance the Blue Mountain Acquisition described in Note 3, "Acquisitions and Dispositions". The proceeds were also used to pay certain fees, commissions and expenses related to the Blue Mountain Acquisition and for working capital purposes. The Incremental Amendment has the same terms and maturity date as the original Term Loan. The Company has the ability to increase the size of the Term Loan under certain circumstances by an aggregate amount of up to $40.0 million, so long as, after giving effect to any additional amounts borrowed, the Company remains compliant with all covenants of the Credit Agreement. On January 29, 2016, the Company made an excess cash flow prepayment of $8.8 million as defined in the Credit Agreement . Pursuant to the Fourth Amendment to the Credit Agreement (the "Fourth Amendment"), effective April 8, 2016, the Company made an additional prepayment of principal on the Term Loan with cash on hand of $25.0 million, as further described in Note 11, "Subsequent Events". The Term Loan has a maturity date of December 9, 2020. Borrowings under the Credit Agreement, including the Term Loan, LC Facility and Revolver, bear interest, at the Company's option, at a rate equal to either an adjusted LIBOR rate or a base rate, in each case plus the applicable margin. The Term Loan currently bears interest based upon the LIBOR-based rate with a LIBOR floor of 1.0%. The Credit Agreement requires quarterly principal payments in the amount of $1.5 million. As of March 31, 2016, the Company's applicable margin was 3.75% under the Term Loan and Revolver and 4.50% under the LC Facility. Pursuant to the Fourth Amendment, the applicable margin for borrowings on the Term Loan was increased for base rate loans and Euro dollar rate loans from 2.75% to 3.00% and from 3.75% to 4.00%, respectively. The net cash proceeds from the Term Loan were reduced by an original issue discount ("OID") of 0.9%, or $5.5 million, after giving effect to the Incremental Amendment. The OID is amortized into interest expense using the effective interest method. There was $3.8 million and $4.3 million of unamortized OID remaining as of March 31, 2016 and June 30, 2015 , respectively. The Company has incurred $19.7 million of debt issuance costs in connection with the Senior Debt, which together with the OID is presented as a direct reduction of the carrying value of the long-term debt on the accompanying condensed consolidated balance sheets. These costs are amortized into interest expense using the effective interest method. There was $13.3 million and $15.2 million of unamortized costs remaining as of March 31, 2016 and June 30, 2015 , respectively. The borrower's obligations under the Credit Agreement are supported by guarantees of substantially all of the Company's material U.S. subsidiaries. The guarantees are further collateralized by mortgages and other security interests in certain properties and assets held by U.S. subsidiaries of the Company. The collateral includes both general and specific assets. The Credit Agreement provides for affirmative and negative covenants that the Company believes are usual and customary for a senior secured credit agreement. The negative covenants restrict, among other things, the ability of the Company's subsidiaries to incur indebtedness, dispose of property, or make investments or distributions. The Credit Agreement also includes customary cross-default provisions with respect to certain other borrowings of the Company's subsidiaries. The Company was in compliance with the applicable covenants of the Credit Agreement as of March 31, 2016 . The LC Facility and the Revolver each have a maturity date of December 9, 2018. The LC Facility includes fronting fees of 25 basis points and a commitment fee of 37.5 basis points on the first 15% of unutilized commitments. There were $42.6 million and $45.4 million of irrevocable standby letters of credit outstanding under the LC Facility at March 31, 2016 and June 30, 2015 , respectively. The Revolver includes commitment fees of 37.5 basis points. There were no outstanding borrowings under the Revolver at either March 31, 2016 or June 30, 2015 . Other Debt Obligations Other debt obligations include various lending agreements, including a government loan agreement and a bank loan related to employee housing. The weighted average interest rate for other debt obligations was 5.5% for the nine months ended March 31, 2016 . Maturities Current maturities represent principal payments due in the next 12 months. After giving effect to the $25.0 million principal prepayment made upon execution of the Fourth Amendment on April 8, 2016, the long-term debt aggregate maturities for the 12 month periods ending March 31, for each of the following years are set forth below (in thousands): 2017 $ 1,022 2018 128 2019 135 2020 142 2021 554,630 Thereafter 341 Interest Expense The Company recorded interest expense of $10.2 million and $11.7 million in the accompanying condensed consolidated statements of operations for the three months ended March 31, 2016 and 2015 , respectively, of which $0.9 million and $0.8 million , respectively, was amortization of deferred financing costs and the OID. The Company recorded interest expense of $30.6 million and $33.7 million in the accompanying condensed consolidated statements of operations for the nine months ended March 31, 2016 and 2015 , respectively, of which $2.6 million and $2.3 million was amortization of deferred financing costs and the OID for the nine months ended March 31, 2016 and 2015 , respectively. In October 2006, the Company entered into interest rate swap contracts to minimize the impact of changes in interest rates on its cash flows for certain of the Company’s floating bank rates and other indebtedness. The outstanding swap contracts were terminated on October 11, 2008. The fair value of the swap contracts at October 11, 2008 was a liability of $111.4 million. The remaining deferred losses of $1.0 million as of March 31, 2016 related to the terminated swap liability are recorded in accumulated other comprehensive income ("AOCI") and will be recognized periodically through March 31, 2017 through interest expense. The portion included in interest expense, net in the accompanying condensed consolidated statements of operations for the three and nine months ended March 31, 2016 was $0.3 million and $0.9 million , respectively, and for the three and nine months ended March 31, 2015 was $0.6 million and $1.5 million , respectively. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income and Other Comprehensive Income | 9 Months Ended |
Mar. 31, 2016 | |
Accumulated Other Comprehensive Income and Other Comprehensive Income [Abstract] | |
Accumulated Other Comprehensive Income and Other Comprehensive Income | 7. Accumulated Other Comprehensive Income and Other Comprehensive Income Accumulated Other Comprehensive Income The following table presents the changes in AOCI, by component, for the nine months ended March 31, 2016 and 2015 (in thousands): Realized portion on cash flow hedge Actuarial loss on pensions Foreign currency translation adjustments Total As of June 30, 2014 $ (3,347 ) $ (14,084 ) $ 215,154 $ 197,723 Amounts reclassified from AOCI 1,458 (589 ) — 869 Foreign currency translation adjustments (942 ) 2,661 (59,676 ) (57,957 ) Net current period other comprehensive income (loss) 516 2,072 (59,676 ) (57,088 ) As of March 31, 2015 $ (2,831 ) $ (12,012 ) $ 155,478 $ 140,635 As of June 30, 2015 $ (1,918 ) $ (11,949 ) $ 159,246 $ 145,379 Amounts reclassified from AOCI 918 519 — 1,437 Foreign currency translation adjustments (8 ) 315 (11,677 ) (11,370 ) Net current period other comprehensive income (loss) 910 834 (11,677 ) (9,933 ) As of March 31, 2016 $ (1,008 ) $ (11,115 ) $ 147,569 $ 135,446 Other Comprehensive Income (Loss) Other comprehensive income (loss) is derived from adjustments to reflect i) foreign currency translation adjustments, ii) realized portion of a cash flow hedge, and iii) actuarial gain (loss) on pensions. The components of other comprehensive income (loss) for the three and nine months ended March 31, 2016 and 2015 are as follows (in thousands): Three Months Ended March 31, Nine Months Ended March 31, 2016 2015 2016 2015 Foreign currency translation adjustments $ 19,946 $ (27,870 ) $ (11,380 ) $ (57,941 ) Realized portion of cash flow hedge (a) 312 631 918 1,458 Actuarial gain (loss) on pensions (b) 170 (989 ) 519 (589 ) Other comprehensive income (loss), net of tax of $0 $ 20,428 $ (28,228 ) $ (9,943 ) $ (57,072 ) (a) Amounts reclassified out of AOCI are included in interest expense in the accompanying condensed consolidated statements of operations. (b) Amounts reclassified out of AOCI are included in operating expenses in the accompanying condensed consolidated statements of operations. |
Income Taxes
Income Taxes | 9 Months Ended |
Mar. 31, 2016 | |
Income Taxes [Abstract] | |
Income Taxes | 8. Income Taxes The Company’s quarterly provision for income taxes is calculated using an estimated annual effective tax rate for the period, adjusted for discrete items that occurred within the period presented. The consolidated income tax provision attributable to the Company was a $0.3 million expense and a $1.5 million expense for the three and nine months ended March 31, 2016, respectively, and a $0.2 million expense and a $2.4 million benefit for the three and nine months ended March 31, 2015, respectively. These amounts represent an effective tax rate of 0.1% and 1.5% for the three and nine months ended March 31, 2016, respectively; and an effective tax rate of 0.2% and (5.4)% for the three and nine months ended March 31, 2015, respectively. The $1.5 million expense for the nine months ended March 31, 2016 primarily relates to taxable Canadian helicopter operations. The net $2.4 million tax benefit for the nine months ended March 31, 2015 is comprised of $0.7 million of tax expense related to taxable Canadian helicopter operations and a $3.1 million tax benefit. The one-time $3.1 million tax benefit was due to a restructuring, in association with the Blue Mountain Acquisition, which enabled the Company to utilize a portion of its Canadian deferred tax assets resulting in a corresponding release of the valuation allowance. The federal blended |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Letters of Credit The Company issued letters of credit of $42.6 million and $45.4 million as of March 31, 2016 and June 30, 2015 , respectively, mainly to secure the Company's commitments under the three closed noncontributory defined benefit pension plans covering certain of the Company's former executives and self-insurance claims. These outstanding letters of credit will expire in November 2018. Legal The Company is involved in various lawsuits and claims arising in the ordinary course of business and others arising from legacy real estate development. These lawsuits and claims may include, among other things, claims or litigation relating to personal injury and wrongful death, allegations of violations of laws and regulations relating to real estate activities and labor and employment, intellectual property and environmental matters and commercial contract disputes. The Company operates in multiple jurisdictions and, as a result, a claim in one jurisdiction may lead to claims or regulatory penalties in other jurisdictions. Due to the nature of the activities at the Company's mountain resorts and CMH, the Company is exposed to the risk that customers or employees may be involved in accidents during the use, operation or maintenance of its trails, lifts, helicopters and facilities. As a result, the Company is, from time to time, subject to various lawsuits and claims in the ordinary course of business related to injuries occurring at the Company's properties. In addition, the Company's pre-2010 legacy real estate development and sales activities, combined with the significant downward shift in real estate asset values that occurred in 2007 and 2008, resulted in claims arising in the ordinary course of business being filed against the Company by owners and prospective purchasers of residences of the Company's real estate developments. In some instances, the Company has been named as a defendant in lawsuits alleging construction defects at certain of the Company's existing developments or that the Company failed to construct planned amenities. In other lawsuits, purchasers are seeking rescission of real estate purchases and/or return of deposits paid on pre-construction purchase and sale agreements. These claims are related to alleged violations of state and federal laws. The Company believes that it has adequate insurance coverage or has adequately accrued for loss contingencies for all material matters in which it believes a loss is probable and the amount of the loss is reasonably estimable. Although the ultimate outcome of claims cannot be ascertained, current pending and threatened claims are not expected to have a material adverse effect, individually or in the aggregate, on the Company's financial position, results of operations or cash flows. However, regardless of their merits or their ultimate outcomes, such matters are costly, divert management’s attention and may affect the Company's reputation, even if resolved in the Company's favor. Government Grants and Loans The federal government of Canada and the provincial government of Quebec have granted financial assistance to certain subsidiaries of the Company in the form of reimbursable loans and forgivable grants for the construction of specified tourist facilities at Tremblant. The unamortized balance of forgivable government grants received is included in other long-term liabilities in the accompanying condensed consolidated balance sheets and recorded as a reduction in depreciation expense of the related fixed asset or a reduction in cost of sales for property under development at the time a sale is recognized. Reimbursable government loans are included in long-term debt and long-term debt due within one year in the accompanying condensed consolidated balance sheets. The reimbursable government loans have a weighted average borrowing rate of 6.1%. Reimbursable government loans and forgivable grants as of March 31, 2016 and June 30, 2015 in Canadian dollars ("CAD") and U.S. dollar ("USD") equivalent are as follows (in thousands): March 31, 2016 Fiscal Year End June 30, 2015 CAD USD Equivalent CAD USD Equivalent Loans $ 1,168 $ 901 $ 1,237 $ 992 Grants Received 89,298 68,844 89,298 71,587 Future advances 31,421 24,224 31,421 25,189 Total grants $ 120,719 $ 93,068 $ 120,719 $ 96,776 Capital Leases Capital lease obligations are primarily for equipment except for the lease of the Winter Park ski resort. The Winter Park capital lease requires annual payments, a portion of which are contingent on future annual gross revenue levels. As such, the obligation associated with the contingent portion of the payments is not readily determinable and has not been recorded . The Company is contractually obligated to make certain debt service payments on behalf of Winter Park Recreational Association as a requirement of the capital lease agreement. Amortization of assets under capital leases is included in depreciation and amortization expense in the accompanying condensed consolidated statements of operations. The capital leases have a weighted average remaining term of 36 years and a weighted average interest rate of 10.0%. Other The Company holds forestry licenses and land leases with respect to certain of its resort operations. These licenses and leases expire at various times between 2017 and 2047 and provide for annual payments of approximately 2.0% of defined gross revenue. Payments for forestry licenses and land leases were $2.3 million and $2.2 million for the three months ended March 31, 2016 and 2015 , respectively, and $3.3 million and $3.0 million for the nine months ended March 31, 2016 and 2015 |
Segment Information
Segment Information | 9 Months Ended |
Mar. 31, 2016 | |
Segment Information [Abstract] | |
Segment Information | 10. Segment Information The Company currently manages and reports operating results through three segments: Mountain, Adventure and Real Estate. The Mountain segment includes the operations of the Company’s mountain resorts and related ancillary activities. The Mountain segment earns revenue from a variety of activities, including lift revenue, lodging revenue, ski school revenue, retail and rental revenue, food and beverage revenue, and other revenue. The Adventure segment generates revenue from the sale of helicopter accessed skiing, mountaineering and hiking adventure packages, and ancillary services, such as fire suppression services, leasing, and maintenance, repair and overhaul of aircraft. The Real Estate segment includes the management of condominium hotel properties and real estate management, including marketing and sales activities, real estate development activities, and a vacation club business through the Disposition Date, as described in Note 3, "Acquisitions and Dispositions". Each of the Company’s segments offers distinctly different products and services and requires different types of management focus. As such, these segments are managed separately. In deciding how to allocate resources and assess performance, the Company’s Chief Operating Decision Maker (“CODM”) regularly evaluates the performance of the Company's segments on the basis of revenue and earnings, which are adjusted for certain items set forth in the reconciliation below, including interest, taxes, depreciation and amortization (“Adjusted EBITDA”). The Company also evaluates Adjusted EBITDA as a key compensation measure. The compensation committee of the board of directors determines the annual variable compensation for certain members of the management team based, in part, on Adjusted EBITDA. Adjusted EBITDA is useful when comparing the segment performance over various reporting periods because it removes from the operating results the impact of items that the Company's management believes do not reflect the Company's core operating performance. Adjusted EBITDA should not be considered an alternative to, or more meaningful than, net income (loss) or other measures of financial performance or liquidity derived in accordance with GAAP. Adjusted EBITDA may not be comparable to similarly titled measures of other companies because other entities may not calculate Adjusted EBITDA in the same manner as the Company. The Company's definition of Adjusted EBITDA is generally consistent with the definition of Consolidated EBITDA in the Credit Agreement, with exceptions related to not adjusting for recurring public company costs and foreign currency adjustments related to operational activities and adjusting for executive management restructuring costs. The Company defines Adjusted EBITDA as net income (loss) attributable to Intrawest Resorts Holdings, Inc. before interest expense, net (excluding interest income earned from receivables related to IRCG operations), income tax benefit or expense and depreciation and amortization, further adjusted to exclude certain items, including, but not limited to: (i) impairments of goodwill, real estate and long-lived assets; (ii) gains and losses on asset dispositions; (iii) earnings and losses from equity method investments; (iv) gains and losses from remeasurement of equity method investments; (v) gains and losses on extinguishment of debt; (vi) other income or expense; (vii) earnings and losses attributable to noncontrolling interest; (viii) discontinued operations, net of tax; and (ix) other items, which include revenue and expenses of legacy and other non-core operations, restructuring charges and associated severance expenses, non-cash compensation and other items. For purposes of calculating Adjusted EBITDA, the Company also adds back to net income (loss) attributable to Intrawest Resorts Holdings, Inc. the pro rata share of Adjusted EBITDA related to equity method investments included within the segments and removes from Adjusted EBITDA the Adjusted EBITDA attributable to noncontrolling interests for entities consolidated within the segments. Asset information by segment, except for capital expenditures as shown in the table below, is not included in reports used by the CODM in the monitoring of performance and, therefore, is not disclosed. The accounting policies of the segments are the same as those described in Note 2, "Significant Accounting Policies". Transactions among segments are accounted for as if the sales or transfers were to third parties, or, in other words, at current market prices. The following tables present segment revenue reconciled to consolidated revenue and net income (loss) attributable to the Company reconciled to Adjusted EBITDA and Adjusted EBITDA by segment, (in thousands): Three Months Ended March 31, Nine Months Ended March 31, 2016 2015 2016 2015 Revenue: Mountain Lift (1) $ 134,813 $ 133,550 $ 170,754 $ 173,091 Lodging 23,910 25,065 50,776 48,538 Ski School (2) 22,775 23,391 30,046 31,762 Retail and Rental 29,581 30,599 48,234 51,796 Food and Beverage 30,792 31,426 50,762 50,294 Other 13,486 14,061 33,979 33,579 Total Mountain revenue 255,357 258,092 384,551 389,060 Adventure revenue 48,835 44,579 85,465 77,437 Real Estate revenue 9,973 17,635 33,190 47,858 Total segment revenue 314,165 320,306 503,206 514,355 Legacy, non-core and other revenue (3) 1,541 1,518 2,655 2,644 Total revenue $ 315,706 $ 321,824 $ 505,861 $ 516,999 Net income attributable to Intrawest Resorts Holdings, Inc. $ 174,470 $ 128,694 $ 100,122 $ 46,646 Legacy and other non-core expenses, net (4) 16 837 4,458 2,744 Other operating expenses (5) 2,601 2,464 5,153 7,462 Depreciation and amortization 15,264 14,767 44,802 44,065 (Gain) on sale of Intrawest Resort Club Group (40,481 ) — (40,481 ) — Loss (gain) on disposal of assets 1,634 (1,083 ) (693 ) (1,126 ) Loss on remeasurement of equity method investment — — — 1,454 Interest income, net (6) (99 ) (84 ) (235 ) (172 ) Interest expense 10,208 11,742 30,639 33,723 (Earnings) loss from equity method investments (7) (5,401 ) (2,452 ) (4,019 ) 305 Pro rata share of Adjusted EBITDA related to equity method investments (8) (9) 2,119 1,386 3,664 3,337 Adjusted EBITDA attributable to noncontrolling interest (1,486 ) (1,420 ) (2,619 ) (1,160 ) Other (income) expense, net (10) 1,184 211 (4,026 ) 666 Income tax expense (benefit) 261 230 1,529 (2,386 ) Income attributable to noncontrolling interest 1,006 1,099 1,918 860 Total Adjusted EBITDA $ 161,296 $ 156,391 $ 140,212 $ 136,418 Mountain Adjusted EBITDA (8) $ 136,704 $ 135,721 $ 110,781 $ 114,194 Adventure Adjusted EBITDA (11) 21,246 15,449 22,616 12,767 Real Estate Adjusted EBITDA (12) 3,346 5,221 6,815 9,457 Total Adjusted EBITDA $ 161,296 $ 156,391 $ 140,212 $ 136,418 (1) Lift revenue outside of the ski season is derived primarily from mountain biking and sightseeing lift products. (2) Ski School revenue outside of the ski season is derived primarily from mountain bike instruction at various resorts. (3) Legacy, non-core and other revenue represents legacy and other non-core operations that are not reviewed regularly by the CODM to assess performance and make decisions regarding the allocation of resources. It includes legacy real estate asset sales, divested non-core operations, and non-core retail revenue. (4) Legacy and other non-core expenses, net represents revenue and expenses of legacy and other non-core operations that are not reviewed regularly by the CODM to assess performance and make decisions regarding the allocation of resources. Revenue and expenses related to legacy and other non-core operations include retail operations not located at the Company’s properties and legacy litigation consisting of claims for damages related to alleged construction defects, purported disclosure violations in real estate marketing sales and documents, and allegations that the Company failed to construct planned amenities. (5) Includes costs related to non-cash compensation, reduction in workforce severance, lease payments pursuant to the lease at Winter Park and other expenses. (6) Includes interest income unrelated to IRCG financing activities. (7) Represents the income (losses) from equity method investments, including: Chateau M.T. Inc., Mammoth Hospitality Management L.L.C., the Mammoth family of resorts, and Blue Mountain prior to the Blue Mountain Acquisition. (8) Includes the Company’s pro rata share of Adjusted EBITDA from its equity method investment in Blue Mountain prior to the Blue Mountain Acquisition. The pro rata share of Adjusted EBITDA represents the share of Adjusted EBITDA from the equity method investment based on the Company’s economic ownership percentage. (9) Includes the Company’s pro rata share of Adjusted EBITDA from its equity method investments in Mammoth Hospitality Management L.L.C. and Chateau M.T. Inc. The pro rata share of Adjusted EBITDA represents the Company’s share of Adjusted EBITDA from these equity method investments based on the Company's economic ownership percentages. (10) Includes litigation settlement gains (losses), acquisition-related expenses, and other expenses. (11) Adventure segment Adjusted EBITDA excludes Adjusted EBITDA attributable to noncontrolling interest. (12) Real Estate segment Adjusted EBITDA includes interest income earned from receivables related to the IRCG operations until the Disposition Date, in the amount of $0.3 million and $0.9 million for the three months ended March 31, 2016 and 2015 , respectively and $1.9 million and $3.0 million for the nine months ended March 31, 2016 and 2015 , respectively. Capital Expenditures The following table presents capital expenditures for each segment, reconciled to consolidated amounts for each of the three and nine months ended March 31, 2016 and 2015 (in thousands): Three Months Ended March 31, Nine Months Ended March 31, 2016 2015 2016 2015 Capital expenditures: Mountain $ 5,106 $ 1,696 $ 30,021 $ 27,687 Adventure 1,350 645 5,675 3,419 Real Estate 41 18 279 245 Total segment capital expenditures 6,497 2,359 35,975 31,351 Corporate and other 1,848 471 4,901 3,170 Total capital expenditures $ 8,345 $ 2,830 $ 40,876 $ 34,521 Geographic Data The Company’s revenue by geographic region for each of the three and nine months ended March 31, 2016 and 2015 consisted of the following (in thousands): Three Months Ended March 31, Nine Months Ended March 31, 2016 2015 2016 2015 Revenue: United States $ 201,415 $ 201,516 $ 307,758 $ 313,838 Canada 114,291 120,308 198,103 203,161 Total revenue $ 315,706 $ 321,824 $ 505,861 $ 516,999 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events Amendment to Credit Agreement On April 8, 2016, certain of the Company's subsidiaries, that are borrowers or guarantors of the Company’s Senior Debt, entered into the Fourth Amendment to the Company’s existing Credit Agreement. All capitalized terms used in connection with discussion of the Fourth Amendment but not therein defined have the meaning assigned to them in the Credit Agreement and/or the Fourth Amendment. Upon execution of the Fourth Amendment, the Company repaid $25.0 million of Term Loan borrowings with cash on hand. The Fourth Amendment, among other items, increased the applicable margins for base rate loans and Euro dollar rate loans under the Term Loan from 2.75% to 3.00% and from 3.75% to 4.00%, respectively. Additionally, solely for purposes of calculating the permissible amount of Incremental Term Loan borrowings, the amount of Unrestricted Cash to be deducted from the Company’s Total Secured Debt was reduced to amounts in excess of $65.0 million, instead of amounts in excess of $40.0 million. The Fourth Amendment also modified the former requirement that the Net Cash Proceeds from any disposition of Company property be used solely to reinvest in assets useful in the Company’s business or to repay the amounts due under the Company’s Term Loan so that the Net Cash Proceeds received from the sale of certain specified assets may now also be used by the Company for other purposes, including for Restricted Payments, subject to the satisfaction of certain conditions described therein. Additionally, the Fourth Amendment amended Section 6.1 of the Credit Agreement by deleting the proviso thereto in its entirety, which provided that the Company was not subject to the financial covenant defined therein when the outstanding amount of the Revolving Loans plus the Swing Line Loans plus the Revolving Facility Letter of Credit Usage was less than 30% of the aggregate Revolving Commitments. Pursuant to the Fourth Amendment, the Company will now be subject to the financial covenant defined therein on the last day of each Test Period. The Fourth Amendment also revised the definition of “Permitted Acquisition” so that after an acquisition instead of requiring Pro Forma Compliance with a Total Secured Debt Leverage Ratio of 5.50:1:00 or a ratio that is no higher than before the Permitted Acquisition, it now requires Pro Forma Compliance with a Total Gross Debt Leverage Ratio of 5.50:1.00. Additionally, the definition was further amended to require that any acquisition must be in a substantially related business. Issuance of Special Use Permit On April 28, 2016 the United States Department of Agriculture Forest Service and the City and County of Denver, through the Winter Park Recreational Association, executed a new United States Department of Agriculture Forest Service Special Use Permit (the “Special Use Permit”). As a result of the Special Use Permit, Winter Park Resort, through its exclusive lease and operating agreements and amendments thereto, with Winter Park Recreational Association, may operate and maintain a four-season resort located at Winter Park, Colorado. The Special Use Permit is valid until April 29, 2056, 40 years from the date of issuance. |
Significant Accounting Polici18
Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2016 | |
Significant Accounting Policies [Abstract] | |
Basis of Presentation and Use of Estimates | Basis of Presentation and Use of Estimates The accompanying condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X for interim financial information. Accordingly, these statements do not include all of the information and notes required for complete financial statements prepared in accordance with GAAP. In management's opinion, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. These results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the full year. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company, its majority-owned subsidiaries and a variable interest entity (“VIE”) for which the Company is the primary beneficiary. All significant intercompany transactions are eliminated in consolidation. Investments in which the Company does not have a controlling interest or is not the primary beneficiary, but over which the Company is able to exercise significant influence, are accounted for under the equity method. Under the equity method, the original cost of the investment is adjusted for the Company’s share of post-acquisition earnings or losses increased by contributions less distributions received. The Company owns a 20.0% equity interest in Alpine Helicopters Inc. (“Alpine Helicopters”). Alpine Helicopters employs all the pilots that fly the helicopters supporting CMH operations. Alpine Helicopters leases 100% of its helicopters from Intrawest ULC, a consolidated subsidiary of the Company, creating economic dependence and therefore giving Intrawest ULC a variable interest in Alpine Helicopters. Alpine Helicopters is a VIE for which the Company is the primary beneficiary and is consolidated in the accompanying condensed consolidated financial statements. The remaining 80.0% equity interest in Alpine Helicopters is held by the employees of Alpine Helicopters and is reflected as a noncontrolling interest in the accompanying condensed consolidated financial statements. As of March 31, 2016 , Alpine Helicopters had total assets of $11.5 million and total liabilities of $5.3 million. On January 29, 2016, (the "Disposition Date"), the Company sold substantially all of the assets used in the operations of IRCG and all of the equity interests in certain wholly-owned subsidiaries of IRCG to Diamond Resorts Corporation and Diamond Resorts International, Inc. (together with Diamond Resorts Corporation, “Diamond”), as described in Note 3, “ Acquisitions and Dispositions ” (the "IRCG Transaction"). In accordance with applicable accounting guidance, the disposal did not qualify for discontinued operations presentation and, therefore, the accompanying condensed consolidated financial statements reflect the consolidation of the results of IRCG in the fiscal year until the Disposition Date and the removal of the related assets and liabilities as of the Disposition Date. The accompanying condensed consolidated balance sheet as of June 30, 2015 presents the assets and liabilities related to the IRCG Transaction as assets held for sale. The IRCG division was a part of the Real Estate segment. On September 19, 2014 (the “Acquisition Date”), the Company acquired the remaining 50.0% equity interest in Blue Mountain that the Company did not already own from Blue Mountain Resorts Holdings Inc., as described in Note 3, “ Acquisitions and Dispositions ”. The accompanying condensed consolidated financial statements reflect the Company's equity method investment in Blue Mountain prior to the Blue Mountain Acquisition and the consolidated results for periods subsequent to the Acquisition Date. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments As of March 31, 2016 and June 30, 2015 , the fair value of cash and cash equivalents, restricted cash, net receivables and accounts payable approximated their carrying value based on the short-term nature of these instruments. Estimates of fair value may be affected by assumptions made and, accordingly, are not necessarily indicative of the amounts the Company could realize in a current market exchange. The fair value of the Senior Debt (as defined in Note 6, “Long-Term Debt”) was estimated using quoted prices for the Company's instruments in markets that are not active and was considered a Level 2 measure. The fair value of other debt obligations was estimated based on Level 3 inputs using discounted cash flow analyses based on assumptions that management believes are consistent with market participant assumptions. March 31, 2016 June 30, 2015 Carrying Value Fair Value Carrying Value Fair Value Senior Debt $ 562,366 $ 579,118 $ 571,745 $ 595,362 Other debt obligations 1,917 1,669 2,096 1,793 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). This update is part of the FASB's simplification initiative and is intended to simplify accounting for stock-based compensation. The guidance requires that excess tax benefits or deficiencies be recognized in income tax expense or benefit in the income statement, rather than recognized in additional paid-in capital. The guidance allows the Company to elect whether to recognize forfeitures as they occur or use an estimated forfeiture assumption in estimating the number of awards that are expected to vest. ASU 2016-09 is effective for annual periods beginning after December 15, 2016, with early adoption permitted. The Company is currently in the process of evaluating the impact that ASU 2016-09 will have on its consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) ("ASU 2016-02"). ASU 2016-02 supersedes existing guidance in ases (Topic 840) . The revised standard requires lessees to recognize the assets and liabilities arising from leases with lease terms greater than twelve months on the balance sheet, including those currently classified as operating leases, and to disclose key information about leasing arrangements. Lessees will be required to recognize a lease liability and a right-of-use asset on their balance sheets, while lessor accounting will remain largely unchanged. The guidance is effective for annual periods beginning after December 15, 2018, with early adoption permitted. The Company is currently In April 2015, the FASB issued ASU 2015-05, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement ("ASU 2015-05"). This update is intended to reduce diversity in practice by providing explicit guidance to customers about whether a cloud computing arrangement includes a software license. For public business entities, the guidance is effective for annual periods beginning after December 15, 2015, with early adoption permitted. The Company has not yet selected a transition method and is currently in the process of evaluating the impact that ASU 2015-05 will have on its consolidated financial statements and related disclosures. In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis ("ASU 2015-02"). This update (i) amends the criteria for determining which entities are considered VIEs or voting interest entities, (ii) amends the criteria for evaluating fees paid to a decision maker or service provider as a variable interest, (iii) amends the effect of fee arrangements and related parties on the primary beneficiary determination, and (iv) ends the deferral previously granted to certain investment companies for application of the VIE consolidation model. The guidance is effective for public business entities for annual reporting periods beginning after December 15, 2015, with early adoption permitted. The Company is currently in the process of evaluating the impact that ASU 2015-02 will have on its consolidated financial statements and related disclosures. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) |
Significant Accounting Polici19
Significant Accounting Policies (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Significant Accounting Policies [Abstract] | |
Carrying Value and Fair Value of Financial Instruments | The fair value of other debt obligations was estimated based on Level 3 inputs using discounted cash flow analyses based on assumptions that management believes are consistent with market participant assumptions. March 31, 2016 June 30, 2015 Carrying Value Fair Value Carrying Value Fair Value Senior Debt $ 562,366 $ 579,118 $ 571,745 $ 595,362 Other debt obligations 1,917 1,669 2,096 1,793 |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Acquisitions and Dispositions [Abstract] | |
Assets and Liabilities of IRCG Classified as Held for Sale | The following table shows the components of assets and liabilities of IRCG classified as held for sale in the Company's condensed consolidated balance sheet as of June 30, 2015 (in thousands): Fiscal Year End June 30, 2015 Restricted cash $ 228 Receivables, net 6,592 Other current assets 16,336 Property, plant and equipment, net of accumulated depreciation 2,071 Real estate held for development 3,085 Other long-term assets, net 24,803 Total assets classified as held for sale $ 53,115 Accounts payable and accrued liabilities $ 4,334 Deferred revenue and deposits 5,621 Total liabilities classified as held for sale $ 9,955 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Earnings (Loss) Per Share [Abstract] | |
Calculation of Basic and Diluted EPS | The calculation of basic and diluted EPS is presented below (in thousands, except per share data). Three Months Ended March 31, Nine Months Ended March 31, 2016 2015 2016 2015 Basic EPS Net income attributable to Intrawest Resorts Holdings, Inc. $ 174,470 $ 128,694 $ 100,122 $ 46,646 Weighted average common shares outstanding 42,705 45,143 44,395 45,071 Basic EPS $ 4.09 $ 2.85 $ 2.26 $ 1.03 Diluted EPS Net income attributable to Intrawest Resorts Holdings, Inc. $ 174,470 $ 128,694 $ 100,122 $ 46,646 Weighted average common shares outstanding 42,705 45,143 44,395 45,071 Dilutive effect of stock awards 30 — 28 73 Weighted average dilutive shares outstanding 42,735 45,143 44,423 45,144 Diluted EPS $ 4.08 $ 2.85 $ 2.25 $ 1.03 |
Supplementary Balance Sheet I22
Supplementary Balance Sheet Information (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Supplementary Balance Sheet Information [Abstract] | |
Current Receivables | Current receivables as of March 31, 2016 and June 30, 2015 consisted of the following (in thousands): March 31, 2016 Fiscal Year End June 30, 2015 Trade receivables $ 32,808 $ 36,458 Loans, mortgages and notes receivable 67 435 Allowance for doubtful accounts (883 ) (717 ) Total current receivables $ 31,992 $ 36,176 |
Other Current Assets | Other current assets as of March 31, 2016 and June 30, 2015 consisted of the following (in thousands): March 31, 2016 Fiscal Year End June 30, 2015 Inventories $ 23,713 $ 22,913 Capital spares 12,844 11,640 Prepaid insurance 5,035 5,345 Other prepaid expenses and current assets 4,790 4,716 Total other current assets $ 46,382 $ 44,614 |
Other Long-Term Assets, Net | Other long-term assets, net as of March 31, 2016 and June 30, 2015 consisted of the following (in thousands): March 31, 2016 Fiscal Year End June 30, 2015 Equity method investments $ 28,738 $ 25,394 Long-term receivables 1,551 1,508 Other long-term assets 3,563 3,483 Total other long-term assets, net $ 33,852 $ 30,385 |
Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities as of March 31, 2016 and June 30, 2015 consisted of the following (in thousands): March 31, 2016 Fiscal Year End June 30, 2015 Trade payables $ 69,575 $ 52,372 Accrued liabilities 12,278 10,518 Total accounts payable and accrued liabilities $ 81,853 $ 62,890 |
Current Deferred Revenue and Deposits | Current deferred revenue and deposits as of March 31, 2016 and June 30, 2015 consisted of the following (in thousands): March 31, 2016 Fiscal Year End June 30, 2015 Season pass and other deferred revenue $ 24,750 $ 39,216 Lodging and tour deposits 19,455 23,178 Deposits on real estate sales 46 47 Total current deferred revenue and deposits $ 44,251 $ 62,441 |
Other Long-Term Liabilities | Other long-term liabilities as of March 31, 2016 and June 30, 2015 consisted of the following (in thousands): March 31, 2016 Fiscal Year End June 30, 2015 Pension liability, net of funded assets $ 30,715 $ 33,150 Forgivable government grants 7,950 8,950 Deferred revenue and deposits 8,442 8,909 Other long-term liabilities, net 18,111 18,021 Total other long-term liabilities $ 65,218 $ 69,030 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | Long-term debt as of March 31, 2016 and June 30, 2015 consisted of the following (in thousands): Maturity March 31, 2016 Fiscal Year End June 30, 2015 Senior Debt 2020 $ 562,366 $ 571,745 Other debt obligations 2016-2023 1,917 2,096 Total 564,283 573,841 Less: Long-term debt due within one year 1,022 6,919 Total long-term debt $ 563,261 $ 566,922 |
Long-Term Debt Aggregate Maturities | Current maturities represent principal payments due in the next 12 months. After giving effect to the $25.0 million principal prepayment made upon execution of the Fourth Amendment on April 8, 2016, the long-term debt aggregate maturities for the 12 month periods ending March 31, for each of the following years are set forth below (in thousands): 2017 $ 1,022 2018 128 2019 135 2020 142 2021 554,630 Thereafter 341 |
Accumulated Other Comprehensi24
Accumulated Other Comprehensive Income and Other Comprehensive Income (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Accumulated Other Comprehensive Income and Other Comprehensive Income [Abstract] | |
Changes in Accumulated Other Comprehensive Income | The following table presents the changes in AOCI, by component, for the nine months ended March 31, 2016 and 2015 (in thousands): Realized portion on cash flow hedge Actuarial loss on pensions Foreign currency translation adjustments Total As of June 30, 2014 $ (3,347 ) $ (14,084 ) $ 215,154 $ 197,723 Amounts reclassified from AOCI 1,458 (589 ) — 869 Foreign currency translation adjustments (942 ) 2,661 (59,676 ) (57,957 ) Net current period other comprehensive income (loss) 516 2,072 (59,676 ) (57,088 ) As of March 31, 2015 $ (2,831 ) $ (12,012 ) $ 155,478 $ 140,635 As of June 30, 2015 $ (1,918 ) $ (11,949 ) $ 159,246 $ 145,379 Amounts reclassified from AOCI 918 519 — 1,437 Foreign currency translation adjustments (8 ) 315 (11,677 ) (11,370 ) Net current period other comprehensive income (loss) 910 834 (11,677 ) (9,933 ) As of March 31, 2016 $ (1,008 ) $ (11,115 ) $ 147,569 $ 135,446 |
Other Comprehensive Income (Loss) | The components of other comprehensive income (loss) for the three and nine months ended March 31, 2016 and 2015 are as follows (in thousands): Three Months Ended March 31, Nine Months Ended March 31, 2016 2015 2016 2015 Foreign currency translation adjustments $ 19,946 $ (27,870 ) $ (11,380 ) $ (57,941 ) Realized portion of cash flow hedge (a) 312 631 918 1,458 Actuarial gain (loss) on pensions (b) 170 (989 ) 519 (589 ) Other comprehensive income (loss), net of tax of $0 $ 20,428 $ (28,228 ) $ (9,943 ) $ (57,072 ) (a) Amounts reclassified out of AOCI are included in interest expense in the accompanying condensed consolidated statements of operations. (b) Amounts reclassified out of AOCI are included in operating expenses in the accompanying condensed consolidated statements of operations. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies [Abstract] | |
Reimbursable Government Loans and Forgivable Grants | Reimbursable government loans and forgivable grants as of March 31, 2016 and June 30, 2015 in Canadian dollars ("CAD") and U.S. dollar ("USD") equivalent are as follows (in thousands): March 31, 2016 Fiscal Year End June 30, 2015 CAD USD Equivalent CAD USD Equivalent Loans $ 1,168 $ 901 $ 1,237 $ 992 Grants Received 89,298 68,844 89,298 71,587 Future advances 31,421 24,224 31,421 25,189 Total grants $ 120,719 $ 93,068 $ 120,719 $ 96,776 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Segment Information [Abstract] | |
Consolidated Revenue | Three Months Ended March 31, Nine Months Ended March 31, 2016 2015 2016 2015 Revenue: Mountain Lift (1) $ 134,813 $ 133,550 $ 170,754 $ 173,091 Lodging 23,910 25,065 50,776 48,538 Ski School (2) 22,775 23,391 30,046 31,762 Retail and Rental 29,581 30,599 48,234 51,796 Food and Beverage 30,792 31,426 50,762 50,294 Other 13,486 14,061 33,979 33,579 Total Mountain revenue 255,357 258,092 384,551 389,060 Adventure revenue 48,835 44,579 85,465 77,437 Real Estate revenue 9,973 17,635 33,190 47,858 Total segment revenue 314,165 320,306 503,206 514,355 Legacy, non-core and other revenue (3) 1,541 1,518 2,655 2,644 Total revenue $ 315,706 $ 321,824 $ 505,861 $ 516,999 (1) Lift revenue outside of the ski season is derived primarily from mountain biking and sightseeing lift products. (2) Ski School revenue outside of the ski season is derived primarily from mountain bike instruction at various resorts. (3) Legacy, non-core and other revenue represents legacy and other non-core operations that are not reviewed regularly by the CODM to assess performance and make decisions regarding the allocation of resources. It includes legacy real estate asset sales, divested non-core operations, and non-core retail revenue. |
Net Income Reconciled to Adjusted EBITDA | Net income attributable to Intrawest Resorts Holdings, Inc. $ 174,470 $ 128,694 $ 100,122 $ 46,646 Legacy and other non-core expenses, net (4) 16 837 4,458 2,744 Other operating expenses (5) 2,601 2,464 5,153 7,462 Depreciation and amortization 15,264 14,767 44,802 44,065 (Gain) on sale of Intrawest Resort Club Group (40,481 ) — (40,481 ) — Loss (gain) on disposal of assets 1,634 (1,083 ) (693 ) (1,126 ) Loss on remeasurement of equity method investment — — — 1,454 Interest income, net (6) (99 ) (84 ) (235 ) (172 ) Interest expense 10,208 11,742 30,639 33,723 (Earnings) loss from equity method investments (7) (5,401 ) (2,452 ) (4,019 ) 305 Pro rata share of Adjusted EBITDA related to equity method investments (8) (9) 2,119 1,386 3,664 3,337 Adjusted EBITDA attributable to noncontrolling interest (1,486 ) (1,420 ) (2,619 ) (1,160 ) Other (income) expense, net (10) 1,184 211 (4,026 ) 666 Income tax expense (benefit) 261 230 1,529 (2,386 ) Income attributable to noncontrolling interest 1,006 1,099 1,918 860 Total Adjusted EBITDA $ 161,296 $ 156,391 $ 140,212 $ 136,418 Mountain Adjusted EBITDA (8) $ 136,704 $ 135,721 $ 110,781 $ 114,194 Adventure Adjusted EBITDA (11) 21,246 15,449 22,616 12,767 Real Estate Adjusted EBITDA (12) 3,346 5,221 6,815 9,457 Total Adjusted EBITDA $ 161,296 $ 156,391 $ 140,212 $ 136,418 (4) Legacy and other non-core expenses, net represents revenue and expenses of legacy and other non-core operations that are not reviewed regularly by the CODM to assess performance and make decisions regarding the allocation of resources. Revenue and expenses related to legacy and other non-core operations include retail operations not located at the Company’s properties and legacy litigation consisting of claims for damages related to alleged construction defects, purported disclosure violations in real estate marketing sales and documents, and allegations that the Company failed to construct planned amenities. (5) Includes costs related to non-cash compensation, reduction in workforce severance, lease payments pursuant to the lease at Winter Park and other expenses. (6) Includes interest income unrelated to IRCG financing activities. (7) Represents the income (losses) from equity method investments, including: Chateau M.T. Inc., Mammoth Hospitality Management L.L.C., the Mammoth family of resorts, and Blue Mountain prior to the Blue Mountain Acquisition. (8) Includes the Company’s pro rata share of Adjusted EBITDA from its equity method investment in Blue Mountain prior to the Blue Mountain Acquisition. The pro rata share of Adjusted EBITDA represents the share of Adjusted EBITDA from the equity method investment based on the Company’s economic ownership percentage. (9) Includes the Company’s pro rata share of Adjusted EBITDA from its equity method investments in Mammoth Hospitality Management L.L.C. and Chateau M.T. Inc. The pro rata share of Adjusted EBITDA represents the Company’s share of Adjusted EBITDA from these equity method investments based on the Company's economic ownership percentages. (10) Includes litigation settlement gains (losses), acquisition-related expenses, and other expenses. (11) Adventure segment Adjusted EBITDA excludes Adjusted EBITDA attributable to noncontrolling interest. (12) Real Estate segment Adjusted EBITDA includes interest income earned from receivables related to the IRCG operations until the Disposition Date, in the amount of $0.3 million and $0.9 million for the three months ended March 31, 2016 and 2015 , respectively and $1.9 million and $3.0 million for the nine months ended March 31, 2016 and 2015 , respectively. |
Capital Expenditures | The following table presents capital expenditures for each segment, reconciled to consolidated amounts for each of the three and nine months ended March 31, 2016 and 2015 (in thousands): Three Months Ended March 31, Nine Months Ended March 31, 2016 2015 2016 2015 Capital expenditures: Mountain $ 5,106 $ 1,696 $ 30,021 $ 27,687 Adventure 1,350 645 5,675 3,419 Real Estate 41 18 279 245 Total segment capital expenditures 6,497 2,359 35,975 31,351 Corporate and other 1,848 471 4,901 3,170 Total capital expenditures $ 8,345 $ 2,830 $ 40,876 $ 34,521 |
Revenue by Geographic Region | The Company’s revenue by geographic region for each of the three and nine months ended March 31, 2016 and 2015 consisted of the following (in thousands): Three Months Ended March 31, Nine Months Ended March 31, 2016 2015 2016 2015 Revenue: United States $ 201,415 $ 201,516 $ 307,758 $ 313,838 Canada 114,291 120,308 198,103 203,161 Total revenue $ 315,706 $ 321,824 $ 505,861 $ 516,999 |
Formation and Business (Details
Formation and Business (Details) | 9 Months Ended | |
Mar. 31, 2016SegmentLodge | Sep. 19, 2014 | |
Formation and Business [Abstract] | ||
Number of segments | Segment | 3 | |
Canadian Mountain Holidays [Member] | ||
Formation and Business [Abstract] | ||
Number of lodges | Lodge | 11 | |
Blue Mountain [Member] | ||
Formation and Business [Abstract] | ||
Original ownership interest percentage | 50.00% | |
Percentage of equity interest acquired | 50.00% | |
Mammoth Hospitality Management L.L.C. [Member] | ||
Formation and Business [Abstract] | ||
Ownership interest percentage | 50.00% | |
Chateau M.T. Inc. [Member] | ||
Formation and Business [Abstract] | ||
Economic interest percentage | 57.10% |
Significant Accounting Polici28
Significant Accounting Policies (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Mar. 31, 2016 | Jun. 30, 2015 | Sep. 19, 2014 | |
Alpine Helicopters [Member] | |||
Principles of Consolidation [Abstract] | |||
Ownership interest in VIE | 20.00% | ||
Percentage of helicopters leased from consolidated subsidiary | 100.00% | ||
Noncontrolling interest held by employees | 80.00% | ||
Total assets | $ 11,500 | ||
Total liabilities | 5,300 | ||
Carrying Value [Member] | Senior Debt [Member] | |||
Fair Value of Financial Instruments [Abstract] | |||
Long-term debt | 562,366 | $ 571,745 | |
Carrying Value [Member] | Other Debt Obligations [Member] | |||
Fair Value of Financial Instruments [Abstract] | |||
Long-term debt | 1,917 | 2,096 | |
Fair Value [Member] | Senior Debt [Member] | |||
Fair Value of Financial Instruments [Abstract] | |||
Long-term debt | 579,118 | 595,362 | |
Fair Value [Member] | Other Debt Obligations [Member] | |||
Fair Value of Financial Instruments [Abstract] | |||
Long-term debt | $ 1,669 | $ 1,793 | |
Blue Mountain [Member] | |||
Principles of Consolidation [Abstract] | |||
Percentage of equity interest acquired | 50.00% |
Acquisitions and Dispositions29
Acquisitions and Dispositions (Details) - USD ($) $ in Thousands | Sep. 19, 2014 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Nov. 24, 2015 | Jun. 30, 2015 |
IRCG Transaction [Abstract] | |||||||
Gain on sale of IRCG | $ 40,481 | $ 0 | $ 40,481 | $ 0 | |||
Consideration Transferred [Abstract] | |||||||
Loss on remeasurement of equity method investment | 0 | $ 0 | 0 | (1,454) | |||
Net Assets Acquired [Abstract] | |||||||
Goodwill | $ 106,014 | 106,014 | $ 106,469 | ||||
IRCG [Member] | |||||||
IRCG Transaction [Abstract] | |||||||
Gross proceeds for sale of IRCG | $ 84,613 | ||||||
Gain on sale of IRCG | $ 40,481 | ||||||
Components of Assets and Liabilities Classified as Held for Sale [Abstract] | |||||||
Restricted cash | 228 | ||||||
Receivables, net | 6,592 | ||||||
Other current assets | 16,336 | ||||||
Property, plant and equipment, net of accumulated depreciation | 2,071 | ||||||
Real estate held for development | 3,085 | ||||||
Other long-term assets, net | 24,803 | ||||||
Total assets classified as held for sale | 53,115 | ||||||
Accounts payable and accrued liabilities | 4,334 | ||||||
Deferred revenue and deposits | 5,621 | ||||||
Total liabilities classified as held for sale | $ 9,955 | ||||||
Blue Mountain [Member] | |||||||
Blue Mountain Acquisition [Abstract] | |||||||
Percentage of equity interest acquired | 50.00% | ||||||
Consideration Transferred [Abstract] | |||||||
Total consideration transferred | $ 109,600 | ||||||
Cash paid for purchase price | 54,800 | ||||||
Fair value of previously held equity interest on date of acquisition | 54,800 | ||||||
Loss on remeasurement of equity method investment | $ (1,454) | ||||||
Net Assets Acquired [Abstract] | |||||||
Property, plant and equipment | 85,800 | ||||||
Accounts payable and accrued liabilities | 13,800 | ||||||
Cash and cash equivalents | 13,300 | ||||||
Intangibles | 8,700 | ||||||
Goodwill | 13,200 | ||||||
Goodwill deductible for tax purposes | $ 0 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Jan. 12, 2016 | |
Earnings (Loss) Per Share [Abstract] | |||||
Treasury shares acquired (in shares) | 5,600 | ||||
Treasury stock price per shares (in dollars per share) | $ 9 | ||||
Stock issuance costs | $ 300 | ||||
Anti-dilutive stock awards not included in calculation of EPS (in shares) | 1,700 | 1,300 | 1,400 | 1,100 | |
Basic EPS [Abstract] | |||||
Net income attributable to Intrawest Resorts Holdings, Inc. | $ 174,470 | $ 128,694 | $ 100,122 | $ 46,646 | |
Weighted average common shares outstanding (in shares) | 42,705 | 45,143 | 44,395 | 45,071 | |
Basic EPS (in dollars per share) | $ 4.09 | $ 2.85 | $ 2.26 | $ 1.03 | |
Diluted EPS [Abstract] | |||||
Net income attributable to Intrawest Resorts Holdings, Inc. | $ 174,470 | $ 128,694 | $ 100,122 | $ 46,646 | |
Weighted average common shares outstanding (in shares) | 42,705 | 45,143 | 44,395 | 45,071 | |
Dilutive effect of stock awards (in shares) | 30 | 0 | 28 | 73 | |
Weighted average dilutive shares outstanding (in shares) | 42,735 | 45,143 | 44,423 | 45,144 | |
Diluted EPS (in dollars per share) | $ 4.08 | $ 2.85 | $ 2.25 | $ 1.03 | |
Tender Offer [Member] | |||||
Earnings (Loss) Per Share [Abstract] | |||||
Approved share repurchase offer | $ 50,000 | ||||
Tender Offer [Member] | Maximum [Member] | |||||
Earnings (Loss) Per Share [Abstract] | |||||
Purchase price per share (in dollars per share) | $ 10 | ||||
Tender Offer [Member] | Minimum [Member] | |||||
Earnings (Loss) Per Share [Abstract] | |||||
Purchase price per share (in dollars per share) | $ 9 |
Supplementary Balance Sheet I31
Supplementary Balance Sheet Information, Current Receivables (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Current Receivables [Abstract] | ||
Trade receivables | $ 32,808 | $ 36,458 |
Loans, mortgages and notes receivable | 67 | 435 |
Allowance for doubtful accounts | (883) | (717) |
Total current receivables | $ 31,992 | $ 36,176 |
Supplementary Balance Sheet I32
Supplementary Balance Sheet Information, Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Other Current Assets [Abstract] | ||
Inventories | $ 23,713 | $ 22,913 |
Capital spares | 12,844 | 11,640 |
Prepaid insurance | 5,035 | 5,345 |
Other prepaid expenses and current assets | 4,790 | 4,716 |
Total other current assets | $ 46,382 | $ 44,614 |
Supplementary Balance Sheet I33
Supplementary Balance Sheet Information, Other Long-Term Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Other Long-Term Assets, Net [Abstract] | ||
Equity method investments | $ 28,738 | $ 25,394 |
Long-term receivables | 1,551 | 1,508 |
Other long-term assets | 3,563 | 3,483 |
Total other long-term assets, net | $ 33,852 | $ 30,385 |
Supplementary Balance Sheet I34
Supplementary Balance Sheet Information, Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Accounts Payable and Accrued Liabilities [Abstract] | ||
Trade payables | $ 69,575 | $ 52,372 |
Accrued liabilities | 12,278 | 10,518 |
Total accounts payable and accrued liabilities | $ 81,853 | $ 62,890 |
Supplementary Balance Sheet I35
Supplementary Balance Sheet Information, Current Deferred Revenue and Deposits (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Current Deferred Revenue and Deposits [Abstract] | ||
Season pass and other deferred revenue | $ 24,750 | $ 39,216 |
Lodging and tour deposits | 19,455 | 23,178 |
Deposits on real estate sales | 46 | 47 |
Total current deferred revenue and deposits | $ 44,251 | $ 62,441 |
Supplementary Balance Sheet I36
Supplementary Balance Sheet Information, Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Jun. 30, 2015 |
Other Long-Term Liabilities [Abstract] | ||
Pension liability, net of funded assets | $ 30,715 | $ 33,150 |
Forgivable government grants | 7,950 | 8,950 |
Deferred revenue and deposits | 8,442 | 8,909 |
Other long-term liabilities, net | 18,111 | 18,021 |
Total other long-term liabilities | $ 65,218 | $ 69,030 |
Long-Term Debt, Long-Term Debt
Long-Term Debt, Long-Term Debt (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2016 | Jun. 30, 2015 | |
Long-Term Debt [Abstract] | ||
Long-term debt | $ 564,283 | $ 573,841 |
Less: Long-term debt due within one year | 1,022 | 6,919 |
Total long-term debt | $ 563,261 | 566,922 |
Senior Debt [Member] | ||
Long-Term Debt [Abstract] | ||
Maturity | 2,020 | |
Long-term debt | $ 562,366 | 571,745 |
Other Debt Obligations [Member] | ||
Long-Term Debt [Abstract] | ||
Long-term debt | $ 1,917 | $ 2,096 |
Other Debt Obligations [Member] | Minimum [Member] | ||
Long-Term Debt [Abstract] | ||
Maturity | 2,016 | |
Other Debt Obligations [Member] | Maximum [Member] | ||
Long-Term Debt [Abstract] | ||
Maturity | 2,023 |
Long-Term Debt, Senior Debt and
Long-Term Debt, Senior Debt and Other Debt Obligations (Details) $ in Millions | Apr. 08, 2016USD ($) | Jan. 29, 2016USD ($) | Sep. 19, 2014USD ($) | Mar. 31, 2016USD ($)Subsidiary | Jun. 30, 2015USD ($) | Dec. 31, 2013USD ($) |
Senior Debt [Abstract] | ||||||
Unamortized debt issuance costs | $ 13.3 | $ 15.2 | ||||
Letters of credit outstanding | 42.6 | 45.4 | ||||
Credit Agreement [Member] | ||||||
Senior Debt [Abstract] | ||||||
Prepayment of principal | $ 8.8 | |||||
Debt issuance costs | $ 19.7 | |||||
Credit Agreement [Member] | Term Loan [Member] | ||||||
Senior Debt [Abstract] | ||||||
Number of subsidiaries listed as borrower on the agreement | Subsidiary | 1 | |||||
Term loan | $ 540 | |||||
Additional borrowing capacity | $ 40 | |||||
Maturity date | Dec. 9, 2020 | |||||
Frequency of principal payments | Quarterly | |||||
Principal payments | $ 1.5 | |||||
Margin rate | 3.75% | |||||
Original issue discount percentage | 0.90% | |||||
Original issue discount | $ 5.5 | |||||
Unamortized original issue discount | $ 3.8 | 4.3 | ||||
Credit Agreement [Member] | Term Loan [Member] | LIBOR [Member] | Minimum [Member] | ||||||
Senior Debt [Abstract] | ||||||
Interest rate floor | 1.00% | |||||
Credit Agreement [Member] | Revolving Loan Facility [Member] | ||||||
Senior Debt [Abstract] | ||||||
Maximum borrowing capacity | 25 | |||||
Maturity date | Dec. 9, 2018 | |||||
Margin rate | 3.75% | |||||
Commitment fee | 0.375% | |||||
Borrowings outstanding | $ 0 | 0 | ||||
Credit Agreement [Member] | Letters of Credit Facility [Member] | ||||||
Senior Debt [Abstract] | ||||||
Maximum borrowing capacity | $ 55 | |||||
Maturity date | Dec. 9, 2018 | |||||
Margin rate | 4.50% | |||||
Fronting fees | 0.25% | |||||
Commitment fee | 0.375% | |||||
Percentage of unutilized commitments charged fronting fees and commitment fee | 15.00% | |||||
Letters of credit outstanding | $ 42.6 | $ 45.4 | ||||
Incremental Amendment [Member] | Term Loan [Member] | ||||||
Senior Debt [Abstract] | ||||||
Proceeds from incremental borrowings | $ 60 | |||||
Fourth Amendment [Member] | Subsequent Event [Member] | ||||||
Senior Debt [Abstract] | ||||||
Prepayment of principal | $ 25 | |||||
Fourth Amendment [Member] | Term Loan [Member] | Base Rate [Member] | ||||||
Senior Debt [Abstract] | ||||||
Margin rate | 2.75% | |||||
Fourth Amendment [Member] | Term Loan [Member] | Base Rate [Member] | Subsequent Event [Member] | ||||||
Senior Debt [Abstract] | ||||||
Margin rate | 3.00% | |||||
Fourth Amendment [Member] | Term Loan [Member] | Euro Dollar [Member] | ||||||
Senior Debt [Abstract] | ||||||
Margin rate | 3.75% | |||||
Fourth Amendment [Member] | Term Loan [Member] | Euro Dollar [Member] | Subsequent Event [Member] | ||||||
Senior Debt [Abstract] | ||||||
Margin rate | 4.00% | |||||
Other Debt Obligations [Member] | ||||||
Other Debt Obligations [Abstract] | ||||||
Weighted average interest rate | 5.50% |
Long-Term Debt, Maturities (Det
Long-Term Debt, Maturities (Details) - USD ($) $ in Thousands | Apr. 08, 2016 | Mar. 31, 2016 |
Long-Term Debt Aggregate Maturities [Abstract] | ||
2,017 | $ 1,022 | |
2,018 | 128 | |
2,019 | 135 | |
2,020 | 142 | |
2,021 | 554,630 | |
Thereafter | $ 341 | |
Fourth Amendment [Member] | Subsequent Event [Member] | ||
Long-Term Debt Aggregate Maturities [Abstract] | ||
Prepayment of principal | $ 25,000 |
Long-Term Debt, Interest Expens
Long-Term Debt, Interest Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Oct. 11, 2008 | |
Interest Expense [Abstract] | |||||
Interest expense | $ 10.2 | $ 11.7 | $ 30.6 | $ 33.7 | |
Amortization of deferred financing costs | 0.9 | 0.8 | 2.6 | 2.3 | |
Interest Rate Swap [Member] | |||||
Interest Expense [Abstract] | |||||
Fair value of swap contracts | (1) | (1) | $ 111.4 | ||
Interest Rate Swap [Member] | Interest Expense, Net [Member] | |||||
Interest Expense [Abstract] | |||||
Deferred losses amortized from AOCI into interest expense | $ 0.3 | $ 0.6 | $ 0.9 | $ 1.5 |
Accumulated Other Comprehensi41
Accumulated Other Comprehensive Income and Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | ||
Accumulated Other Comprehensive Income, Net of Tax [Roll Forward] | |||||
Beginning balance | $ 276,227 | ||||
Net current period other comprehensive income (loss) | $ 20,223 | $ (28,250) | (9,933) | $ (57,088) | |
Ending balance | 318,669 | 318,669 | |||
Other Comprehensive Income (Loss) [Abstract] | |||||
Foreign currency translation adjustments | 19,946 | (27,870) | (11,380) | (57,941) | |
Realized portion of cash flow hedge | [1] | 312 | 631 | 918 | 1,458 |
Actuarial gain (loss) on pensions | [2] | 170 | (989) | 519 | (589) |
Other comprehensive income (loss), net of tax of $0 | 20,428 | (28,228) | (9,943) | (57,072) | |
Other comprehensive income, tax | 0 | 0 | 0 | 0 | |
Accumulated Other Comprehensive Income [Member] | |||||
Accumulated Other Comprehensive Income, Net of Tax [Roll Forward] | |||||
Beginning balance | 145,379 | 197,723 | |||
Amounts reclassified from AOCI | 1,437 | 869 | |||
Foreign currency translation adjustments | (11,370) | (57,957) | |||
Net current period other comprehensive income (loss) | (9,933) | (57,088) | |||
Ending balance | 135,446 | 140,635 | 135,446 | 140,635 | |
Realized Portion on Cash Flow Hedge [Member] | |||||
Accumulated Other Comprehensive Income, Net of Tax [Roll Forward] | |||||
Beginning balance | (1,918) | (3,347) | |||
Amounts reclassified from AOCI | 918 | 1,458 | |||
Foreign currency translation adjustments | (8) | (942) | |||
Net current period other comprehensive income (loss) | 910 | 516 | |||
Ending balance | (1,008) | (2,831) | (1,008) | (2,831) | |
Actuarial Loss on Pensions [Member] | |||||
Accumulated Other Comprehensive Income, Net of Tax [Roll Forward] | |||||
Beginning balance | (11,949) | (14,084) | |||
Amounts reclassified from AOCI | 519 | (589) | |||
Foreign currency translation adjustments | 315 | 2,661 | |||
Net current period other comprehensive income (loss) | 834 | 2,072 | |||
Ending balance | (11,115) | (12,012) | (11,115) | (12,012) | |
Foreign Currency Translation Adjustments [Member] | |||||
Accumulated Other Comprehensive Income, Net of Tax [Roll Forward] | |||||
Beginning balance | 159,246 | 215,154 | |||
Amounts reclassified from AOCI | 0 | 0 | |||
Foreign currency translation adjustments | (11,677) | (59,676) | |||
Net current period other comprehensive income (loss) | (11,677) | (59,676) | |||
Ending balance | $ 147,569 | $ 155,478 | $ 147,569 | $ 155,478 | |
[1] | Amounts reclassified out of AOCI are included in interest expense in the accompanying condensed consolidated statements of operations. | ||||
[2] | Amounts reclassified out of AOCI are included in operating expenses in the accompanying condensed consolidated statements of operations. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Income Taxes [Abstract] | ||||
Income tax expense (benefit) | $ 261 | $ 230 | $ 1,529 | $ (2,386) |
Effective tax rate | 0.10% | 0.20% | 1.50% | (5.40%) |
Tax expense related to Canadian helicopter operations | $ 1,500 | $ 700 | ||
One-time tax benefit due to restructuring | $ (3,100) | |||
Federal blended statutory rate | 31.00% | 31.60% | 30.10% | 32.60% |
Commitments and Contingencies43
Commitments and Contingencies (Details) CAD in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Mar. 31, 2016USD ($)Plan | Mar. 31, 2015USD ($) | Mar. 31, 2016CAD | Jun. 30, 2015USD ($) | Jun. 30, 2015CAD | |
Letters of Credit [Abstract] | |||||||
Letters of credit outstanding | $ 42,600 | $ 42,600 | $ 45,400 | ||||
Number of closed noncontributory defined benefit pension plans | Plan | 3 | ||||||
Government Grants and Loans [Abstract] | |||||||
Weighted average borrowing rate of government loans | 6.10% | 6.10% | 6.10% | ||||
Loans | $ 901 | $ 901 | CAD 1,168 | 992 | CAD 1,237 | ||
Grants - Received | 68,844 | 68,844 | 89,298 | 71,587 | 89,298 | ||
Grants - Future advances | 24,224 | 24,224 | 31,421 | 25,189 | 31,421 | ||
Total grants | 93,068 | $ 93,068 | CAD 120,719 | $ 96,776 | CAD 120,719 | ||
Capital Leases [Abstract] | |||||||
Weighted average remaining term | 36 years | ||||||
Weighted average interest rate | 10.00% | ||||||
Other [Abstract] | |||||||
Percentage of defined gross revenue | 2.00% | ||||||
Payments for forestry licenses and land leases | $ 2,300 | $ 2,200 | $ 3,300 | $ 3,000 |
Segment Information, Revenue fo
Segment Information, Revenue for Reportable Segments (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Mar. 31, 2016USD ($)Segment | Mar. 31, 2015USD ($) | ||
Segment Information [Abstract] | |||||
Number of reportable segments | Segment | 3 | ||||
Revenue [Abstract] | |||||
Revenue | $ 315,706 | $ 321,824 | $ 505,861 | $ 516,999 | |
Reportable Segment [Member] | |||||
Revenue [Abstract] | |||||
Revenue | 314,165 | 320,306 | 503,206 | 514,355 | |
Reportable Segment [Member] | Mountain [Member] | |||||
Revenue [Abstract] | |||||
Revenue | 255,357 | 258,092 | 384,551 | 389,060 | |
Reportable Segment [Member] | Mountain [Member] | Lift [Member] | |||||
Revenue [Abstract] | |||||
Revenue | [1] | 134,813 | 133,550 | 170,754 | 173,091 |
Reportable Segment [Member] | Mountain [Member] | Lodging [Member] | |||||
Revenue [Abstract] | |||||
Revenue | 23,910 | 25,065 | 50,776 | 48,538 | |
Reportable Segment [Member] | Mountain [Member] | Ski School [Member] | |||||
Revenue [Abstract] | |||||
Revenue | [2] | 22,775 | 23,391 | 30,046 | 31,762 |
Reportable Segment [Member] | Mountain [Member] | Retail and Rental [Member] | |||||
Revenue [Abstract] | |||||
Revenue | 29,581 | 30,599 | 48,234 | 51,796 | |
Reportable Segment [Member] | Mountain [Member] | Food and Beverage [Member] | |||||
Revenue [Abstract] | |||||
Revenue | 30,792 | 31,426 | 50,762 | 50,294 | |
Reportable Segment [Member] | Mountain [Member] | Other [Member] | |||||
Revenue [Abstract] | |||||
Revenue | 13,486 | 14,061 | 33,979 | 33,579 | |
Reportable Segment [Member] | Adventure [Member] | |||||
Revenue [Abstract] | |||||
Revenue | 48,835 | 44,579 | 85,465 | 77,437 | |
Reportable Segment [Member] | Real Estate [Member] | |||||
Revenue [Abstract] | |||||
Revenue | 9,973 | 17,635 | 33,190 | 47,858 | |
Legacy, Non-core and Other Revenue [Member] | |||||
Revenue [Abstract] | |||||
Revenue | [3] | $ 1,541 | $ 1,518 | $ 2,655 | $ 2,644 |
[1] | Lift revenue outside of the ski season is derived primarily from mountain biking and sightseeing lift products. | ||||
[2] | Ski School revenue outside of the ski season is derived primarily from mountain bike instruction at various resorts. | ||||
[3] | Legacy, non-core and other revenue represents legacy and other non-core operations that are not reviewed regularly by the CODM to assess performance and make decisions regarding the allocation of resources. It includes legacy real estate asset sales, divested non-core operations, and non-core retail revenue. |
Segment Information, Net Income
Segment Information, Net Income Reconciled to Adjusted EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | ||
Segment Information [Abstract] | |||||
Net income attributable to Intrawest Resorts Holdings, Inc. | $ 174,470 | $ 128,694 | $ 100,122 | $ 46,646 | |
Depreciation and amortization | 15,264 | 14,767 | 44,802 | 44,065 | |
(Gain) on sale of Intrawest Resort Club Group | (40,481) | 0 | (40,481) | 0 | |
Loss (gain) on disposal of assets | 1,634 | (1,083) | (693) | (1,126) | |
Loss on remeasurement of equity method investment | 0 | 0 | 0 | 1,454 | |
(Earnings) loss from equity method investments | (5,401) | (2,452) | (4,019) | 305 | |
Other (income) expense, net | 1,184 | 315 | (4,026) | 770 | |
Income tax expense (benefit) | 261 | 230 | 1,529 | (2,386) | |
Income attributable to noncontrolling interest | 1,006 | 1,099 | 1,918 | 860 | |
Total Adjusted EBITDA | 161,296 | 156,391 | 140,212 | 136,418 | |
Reportable Segment [Member] | Mountain [Member] | |||||
Segment Information [Abstract] | |||||
Total Adjusted EBITDA | [1] | 136,704 | 135,721 | 110,781 | 114,194 |
Reportable Segment [Member] | Adventure [Member] | |||||
Segment Information [Abstract] | |||||
Total Adjusted EBITDA | [2] | 21,246 | 15,449 | 22,616 | 12,767 |
Reportable Segment [Member] | Real Estate [Member] | |||||
Segment Information [Abstract] | |||||
Total Adjusted EBITDA | [3] | 3,346 | 5,221 | 6,815 | 9,457 |
Reportable Segment [Member] | Real Estate [Member] | IRCG Operations [Member] | |||||
Segment Information [Abstract] | |||||
Interest income, net | (300) | (900) | (1,900) | (3,000) | |
Reconciling Item [Member] | |||||
Segment Information [Abstract] | |||||
Legacy and other non-core expenses, net | [4] | 16 | 837 | 4,458 | 2,744 |
Other operating expenses | [5] | 2,601 | 2,464 | 5,153 | 7,462 |
Depreciation and amortization | 15,264 | 14,767 | 44,802 | 44,065 | |
(Gain) on sale of Intrawest Resort Club Group | (40,481) | 0 | (40,481) | 0 | |
Loss (gain) on disposal of assets | 1,634 | (1,083) | (693) | (1,126) | |
Loss on remeasurement of equity method investment | 0 | 0 | 0 | 1,454 | |
Interest income, net | [6] | (99) | (84) | (235) | (172) |
Interest expense | 10,208 | 11,742 | 30,639 | 33,723 | |
(Earnings) loss from equity method investments | [7] | (5,401) | (2,452) | (4,019) | 305 |
Pro rata share of Adjusted EBITDA related to equity method investments | [1],[8] | 2,119 | 1,386 | 3,664 | 3,337 |
Adjusted EBITDA attributable to noncontrolling interest | (1,486) | (1,420) | (2,619) | (1,160) | |
Other (income) expense, net | [9] | 1,184 | 211 | (4,026) | 666 |
Income tax expense (benefit) | 261 | 230 | 1,529 | (2,386) | |
Income attributable to noncontrolling interest | $ 1,006 | $ 1,099 | $ 1,918 | $ 860 | |
[1] | Includes the Company's pro rata share of Adjusted EBITDA from its equity method investment in Blue Mountain prior to the Blue Mountain Acquisition. The pro rata share of Adjusted EBITDA represents the share of Adjusted EBITDA from the equity method investment based on the Company's economic ownership percentage. | ||||
[2] | Adventure segment Adjusted EBITDA excludes Adjusted EBITDA attributable to noncontrolling interest. | ||||
[3] | Real Estate segment Adjusted EBITDA includes interest income earned from receivables related to the IRCG operations until the Disposition Date, in the amount of $0.3 million and $0.9 million for the three months ended March 31, 2016 and 2015, respectively and $1.9 million and $3.0 million for the nine months ended March 31, 2016 and 2015, respectively. | ||||
[4] | Legacy and other non-core expenses, net represents revenue and expenses of legacy and other non-core operations that are not reviewed regularly by the CODM to assess performance and make decisions regarding the allocation of resources. Revenue and expenses related to legacy and other non-core operations include retail operations not located at the Company's properties and legacy litigation consisting of claims for damages related to alleged construction defects, purported disclosure violations in real estate marketing sales and documents, and allegations that the Company failed to construct planned amenities. | ||||
[5] | Includes costs related to non-cash compensation, reduction in workforce severance, lease payments pursuant to the lease at Winter Park and other expenses. | ||||
[6] | Includes interest income unrelated to IRCG financing activities. | ||||
[7] | Represents the income (losses) from equity method investments, including: Chateau M.T. Inc., Mammoth Hospitality Management L.L.C., the Mammoth family of resorts, and Blue Mountain prior to the Blue Mountain Acquisition. | ||||
[8] | Includes the Company's pro rata share of Adjusted EBITDA from its equity method investments in Mammoth Hospitality Management L.L.C. and Chateau M.T. Inc. The pro rata share of Adjusted EBITDA represents the Company's share of Adjusted EBITDA from these equity method investments based on the Company's economic ownership percentages. | ||||
[9] | Includes litigation settlement gains (losses), acquisition-related expenses, and other expenses. |
Segment Information, Capital Ex
Segment Information, Capital Expenditures (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Capital Expenditures [Abstract] | ||||
Total capital expenditures | $ 8,345 | $ 2,830 | $ 40,876 | $ 34,521 |
Reportable Segment [Member] | ||||
Capital Expenditures [Abstract] | ||||
Total capital expenditures | 6,497 | 2,359 | 35,975 | 31,351 |
Reportable Segment [Member] | Mountain [Member] | ||||
Capital Expenditures [Abstract] | ||||
Total capital expenditures | 5,106 | 1,696 | 30,021 | 27,687 |
Reportable Segment [Member] | Adventure [Member] | ||||
Capital Expenditures [Abstract] | ||||
Total capital expenditures | 1,350 | 645 | 5,675 | 3,419 |
Reportable Segment [Member] | Real Estate [Member] | ||||
Capital Expenditures [Abstract] | ||||
Total capital expenditures | 41 | 18 | 279 | 245 |
Corporate and Other [Member] | ||||
Capital Expenditures [Abstract] | ||||
Total capital expenditures | $ 1,848 | $ 471 | $ 4,901 | $ 3,170 |
Segment Information, Geographic
Segment Information, Geographic Data (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Geographical Data [Abstract] | ||||
Revenue | $ 315,706 | $ 321,824 | $ 505,861 | $ 516,999 |
Reportable Geographical Component [Member] | United States [Member] | ||||
Geographical Data [Abstract] | ||||
Revenue | 201,415 | 201,516 | 307,758 | 313,838 |
Reportable Geographical Component [Member] | Canada [Member] | ||||
Geographical Data [Abstract] | ||||
Revenue | $ 114,291 | $ 120,308 | $ 198,103 | $ 203,161 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Millions | Apr. 08, 2016 | Jan. 29, 2016 | Mar. 31, 2016 |
Issuance of Special Use Permit [Abstract] | |||
Term of Special Use Permit from date of issuance | 40 years | ||
Credit Agreement [Member] | |||
Amendment to Credit Agreement [Abstract] | |||
Prepayment of principal | $ 8.8 | ||
Total Secured Debt Leverage Ratio | 5.5 | ||
Credit Agreement [Member] | Revolving Loan Facility [Member] | |||
Amendment to Credit Agreement [Abstract] | |||
Margin rate | 3.75% | ||
Credit Agreement [Member] | Revolving Loan Facility [Member] | Maximum [Member] | |||
Amendment to Credit Agreement [Abstract] | |||
Percentage of amount outstanding required to comply with total secured debt leverage ratio | 30.00% | ||
Credit Agreement [Member] | Term Loan [Member] | |||
Amendment to Credit Agreement [Abstract] | |||
Margin rate | 3.75% | ||
Unrestricted cash | $ 40 | ||
Credit Agreement [Member] | Term Loan [Member] | Subsequent Event [Member] | |||
Amendment to Credit Agreement [Abstract] | |||
Unrestricted cash | $ 65 | ||
Fourth Amendment [Member] | Subsequent Event [Member] | |||
Amendment to Credit Agreement [Abstract] | |||
Prepayment of principal | $ 25 | ||
Total Gross Debt Leverage Ratio | 5.5 | ||
Fourth Amendment [Member] | Term Loan [Member] | Base Rate [Member] | |||
Amendment to Credit Agreement [Abstract] | |||
Margin rate | 2.75% | ||
Fourth Amendment [Member] | Term Loan [Member] | Base Rate [Member] | Subsequent Event [Member] | |||
Amendment to Credit Agreement [Abstract] | |||
Margin rate | 3.00% | ||
Fourth Amendment [Member] | Term Loan [Member] | Euro Dollar [Member] | |||
Amendment to Credit Agreement [Abstract] | |||
Margin rate | 3.75% | ||
Fourth Amendment [Member] | Term Loan [Member] | Euro Dollar [Member] | Subsequent Event [Member] | |||
Amendment to Credit Agreement [Abstract] | |||
Margin rate | 4.00% |