Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Sep. 30, 2016 | Nov. 01, 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 | 39,770,271 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2016 | Jun. 30, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 116,280 | $ 107,066 |
Restricted cash | 12,288 | 12,475 |
Receivables, net of allowances of $931 and $831 | 25,791 | 36,660 |
Inventories | 27,355 | 23,620 |
Other current assets | 21,169 | 21,081 |
Total current assets | 202,883 | 200,902 |
Property, plant and equipment, net of accumulated depreciation of $450,241 and $438,991 | 510,700 | 511,486 |
Real estate held for development | 136,972 | 137,283 |
Intangible assets, net of accumulated amortization of $64,305 and $63,304 | 48,732 | 50,226 |
Goodwill | 105,887 | 105,981 |
Other long-term assets, net of accumulated amortization of $1,594 and $1,560 | 30,185 | 31,927 |
Total assets | 1,035,359 | 1,037,805 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 80,462 | 64,869 |
Deferred revenue and deposits | 95,152 | 67,937 |
Capital lease obligations due within one year | 3,573 | 3,345 |
Long-term debt due within one year | 1,998 | 497 |
Total current liabilities | 181,185 | 136,648 |
Long-term capital lease obligations | 34,705 | 35,061 |
Long-term debt | 536,671 | 537,295 |
Other long-term liabilities | 67,870 | 68,766 |
Total liabilities | 820,431 | 777,770 |
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; 39,762 and 39,736 shares outstanding, respectively | 453 | 453 |
Treasury stock, at cost; 5,556 shares and 5,556 shares, respectively | (50,643) | (50,643) |
Additional paid-in capital | 2,901,516 | 2,900,696 |
Accumulated deficit | (2,770,470) | (2,726,074) |
Accumulated other comprehensive income | 130,134 | 131,920 |
Total Intrawest Resorts Holdings, Inc. stockholders' equity | 210,990 | 256,352 |
Noncontrolling interest | 3,938 | 3,683 |
Total stockholders' equity | 214,928 | 260,035 |
Total liabilities and stockholders' equity | $ 1,035,359 | $ 1,037,805 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Sep. 30, 2016 | Jun. 30, 2016 |
Current assets: | ||
Receivables, allowance | $ 931 | $ 831 |
Property, plant and equipment, accumulated depreciation | 450,241 | 438,991 |
Intangible assets, accumulated amortization | 64,305 | 63,304 |
Other long term assets, accumulated amortization | $ 1,594 | $ 1,560 |
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) | 39,762 | 39,736 |
Treasury stock (in shares) | 5,556 | 5,556 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Statements of Operations | ||
Revenue | $ 80,479 | $ 86,204 |
Operating expenses | 98,069 | 103,248 |
Depreciation and amortization | 15,170 | 15,042 |
Gain on disposal of assets | (341) | (689) |
Loss from operations | (32,419) | (31,397) |
Interest expense, net | (9,838) | (9,233) |
Loss from equity method investments | (1,388) | (3,084) |
Other income, net | 475 | 78 |
Loss before income taxes | (43,170) | (43,636) |
Income tax expense | 939 | 1,787 |
Net loss | (44,109) | (45,423) |
Income attributable to noncontrolling interest | 287 | 1,619 |
Net loss attributable to Intrawest Resorts Holdings, Inc. | $ (44,396) | $ (47,042) |
Weighted average shares of common stock outstanding: | ||
Basic and diluted (in shares) | 39,762 | 45,230 |
Net loss attributable to Intrawest Resorts Holdings, Inc. per share: | ||
Basic and diluted (in dollars per share) | $ (1.12) | $ (1.04) |
Statements of Comprehensive Income (Loss) | ||
Net loss | $ (44,109) | $ (45,423) |
Income attributable to noncontrolling interest | 287 | 1,619 |
Net loss attributable to Intrawest Resorts Holdings, Inc. | (44,396) | (47,042) |
Other comprehensive loss, net of tax of $0 | (1,818) | (21,992) |
Other comprehensive loss attributable to noncontrolling interest | (32) | (156) |
Other comprehensive loss attributable to Intrawest Resorts Holdings, Inc. | (1,786) | (21,836) |
Comprehensive loss, net of tax of $0 | (45,927) | (67,415) |
Comprehensive income attributable to noncontrolling interest | 255 | 1,463 |
Comprehensive loss attributable to Intrawest Resorts Holdings, Inc. | $ (46,182) | $ (68,878) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Statements of Comprehensive Income (Loss) | ||
Other comprehensive loss, tax | $ 0 | $ 0 |
Comprehensive loss, tax | $ 0 | $ 0 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Operating activities: | ||
Net loss | $ (44,109) | $ (45,423) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 15,170 | 15,042 |
Loss from equity investments and impairments | 1,388 | 3,084 |
Other non-cash expense, net | 1,729 | 1,588 |
Changes in assets and liabilities | ||
Inventories | (3,867) | (4,423) |
Receivables | 10,672 | 10,524 |
Accounts payable and accrued liabilities | 12,894 | 11,966 |
Deferred revenue and deposits | 27,233 | 24,060 |
Other assets and liabilities, net | (120) | (405) |
Net cash provided by operating activities | 20,990 | 16,013 |
Investing activities: | ||
Capital expenditures | (10,348) | (9,789) |
Other investing activities, net | 582 | 193 |
Net cash used in investing activities | (9,766) | (9,596) |
Financing activities: | ||
Repayments of bank and other borrowings | (1,342) | (2,174) |
Financing costs paid | (227) | 0 |
Net cash used in financing activities | (1,569) | (2,174) |
Effect of exchange rate changes on cash | (441) | (2,802) |
Increase in cash and cash equivalents | 9,214 | 1,441 |
Cash and cash equivalents, beginning of period | 107,066 | 90,580 |
Cash and cash equivalents, end of period | 116,280 | 92,021 |
Supplemental information: | ||
Cash paid for interest | 7,861 | 7,939 |
Cash paid for tax | 472 | 415 |
Non-cash investing and financing activities: | ||
Property, plant and equipment received but not paid | 4,534 | 2,403 |
Additions in property, plant and equipment financed by capital lease obligations | $ 423 | $ 0 |
Formation and Business
Formation and Business | 3 Months Ended |
Sep. 30, 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 resort and lodging operations at Steamboat Ski & Resort (“Steamboat”) and Winter Park Resort (“Winter Park”) in Colorado, Stratton Mountain Resort (“Stratton”) in Vermont, Snowshoe Mountain Resort (“Snowshoe”) in West Virginia, Mont Tremblant Resort (“Tremblant”) in Quebec, and Blue Mountain Ski Resort (“Blue Mountain”) in Ontario. 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 from eleven lodges in British Columbia, Canada. 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 Intrawest Hospitality Management, Inc. (“IHM”), which principally manages condominium hotel properties including Honua Kai Resort and Spa in Maui, Hawaii and the Westin Monache Resort in Mammoth Lakes, California, Playground, a residential real estate sales and marketing business, the Company’s 50.0% interest in Mammoth Hospitality Management L.L.C., the Company's 57.1% economic interest in Chateau M.T. Inc. ("Chateau"), and formerly included Intrawest Resort Club Group ("IRCG"), a vacation club business, which was sold on January 29, 2016 ("the Disposition Date"). The Real Estate segment is also comprised of real estate development activities and includes costs associated with these activities, such as planning activities and land carrying costs. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Sep. 30, 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 were 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, the financial 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. During the quarter ended September 30, 2016, the Company reassessed all non-wholly owned subsidiaries in accordance with the new guidance issued in Accounting Standards Update (“ASU”) No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis (“ASU 2015-02”) and determined that no changes to consolidation methods were needed. 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's 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 September 30, 2016 , Alpine Helicopters had total assets of $12.0 million and total liabilities of $5.1 million . On January 29, 2016, 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 statements of operations and comprehensive income (loss) reflect the consolidation of the results of IRCG in the prior fiscal year. Prior to the Deposition Date, IRCG was a part of the Real Estate segment. Fair Value of Financial Instruments As of September 30, 2016 and June 30, 2016 , 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, “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. September 30, 2016 June 30, 2016 Carrying Value Fair Value Carrying Value Fair Value Senior Debt $ 554,480 $ 558,812 $ 554,480 $ 555,173 Other debt obligations 1,141 949 1,172 971 Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . This update replaces the incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This update is effective for interim and annual periods beginning after December 15, 2019, with a modified-retrospective approach. The Company is currently evaluating the impact that this update will have on its consolidated financial statements and related disclosures. In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606) - Narrow-Scope Improvements and Practical Expedients ("ASU 2016-12"), which clarifies the guidance in Topic 606 on assessing collectability, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition. The amendments in ASU No. 2016-12 do not change the core principles of the guidance in Topic 606. This update is effective for the Company beginning July 1, 2018, the same date as the effective date and transition requirements for Topic 606. The Company is currently evaluating the impact that this update will have on its ongoing financial reporting. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606) - Identifying Performance Obligations and Licensing ("ASU 2016-10"), which clarifies the identification of performance obligations and the licensing implementation guidance in Topic 606. The amendments in ASU 2016-10 do not change the core principles of the guidance in Topic 606. This update is effective for the Company beginning July 1, 2018, the same as the effective date and transition requirements for Topic 606. The Company is currently evaluating the impact that this update will have on its ongoing financial reporting. In March 2016, the FASB issued 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 adopted this guidance prospectively for the year beginning on July 1, 2016. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02") . ASU 2016-02 supersedes existing guidance in Leases (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 evaluating the impact the adoption of ASU 2016-02 will have on its consolidated financial statements and related disclosures. In April 2015, the FASB issued ASU No. 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 adopted ASU 2015-05 as of July 1, 2016 and will apply the guidance prospectively for all arrangements entered into or materially modified after July 1, 2016. The Company adopted this guidance prospectively for the fiscal year beginning on July 1, 2016. There was no impact to the Company's condensed consolidated financial statements upon the adoption. In February 2015, the FASB issued ASU No. 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 adopted this guidance for the year beginning on July 1, 2016. With the adoption the Company reassessed all non-wholly owned subsidiaries and determined that no changes to consolidation methods were needed. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) |
Acquisitions and Dispositions
Acquisitions and Dispositions | 3 Months Ended |
Sep. 30, 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 included 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 IRCG Transaction resulted in a pre-tax gain of $40.5 million , which was included in the gain on sale of IRCG line item in the consolidated statement of operations accompanying the Company's Annual Report on Form 10-K for the year ended June 30, 2016 filed with the SEC on September 8, 2016 |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 3 Months Ended |
Sep. 30, 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. Due to the Company's reported net loss for each of the three months ended September 30, 2016 and 2015 , the effect of $0.5 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 September 30, 2016 2015 Basic and Diluted EPS Net loss attributable to Intrawest Resorts Holdings, Inc. $ (44,396 ) $ (47,042 ) Weighted average common shares outstanding 39,762 45,230 Basic and diluted EPS $ (1.12 ) $ (1.04 ) |
Supplementary Balance Sheet Inf
Supplementary Balance Sheet Information | 3 Months Ended |
Sep. 30, 2016 | |
Supplementary Balance Sheet Information [Abstract] | |
Supplementary Balance Sheet Information | 5. Supplementary Balance Sheet Information Current receivables Current receivables as of September 30, 2016 and June 30, 2016 consisted of the following (in thousands): September 30, 2016 Fiscal Year End June 30, 2016 Trade receivables $ 26,699 $ 37,441 Loans, mortgages and notes receivable 23 50 Allowance for doubtful accounts (931 ) (831 ) Total current receivables $ 25,791 $ 36,660 Other current assets Other current assets as of September 30, 2016 and June 30, 2016 consisted of the following (in thousands): September 30, 2016 Fiscal Year End June 30, 2016 Capital spares 12,317 11,628 Prepaid insurance 3,260 4,813 Other prepaid expenses and current assets 5,592 4,640 Total other current assets $ 21,169 $ 21,081 Other long-term assets, net Other long-term assets, net as of September 30, 2016 and June 30, 2016 consisted of the following (in thousands): September 30, 2016 Fiscal Year End June 30, 2016 Equity method investments $ 24,989 $ 26,398 Long-term receivables 1,499 1,541 Other long-term assets 3,697 3,988 Total other long-term assets, net $ 30,185 $ 31,927 Accounts payable and accrued liabilities Accounts payable and accrued liabilities as of September 30, 2016 and June 30, 2016 consisted of the following (in thousands): September 30, 2016 Fiscal Year End June 30, 2016 Trade payables $ 62,868 $ 48,353 Accrued liabilities 17,594 16,516 Total accounts payable and accrued liabilities $ 80,462 $ 64,869 Current deferred revenue and deposits Current deferred revenue and deposits as of September 30, 2016 and June 30, 2016 consisted of the following (in thousands): September 30, 2016 Fiscal Year End June 30, 2016 Season pass and other deferred revenue $ 68,586 $ 42,343 Lodging and tour deposits 26,521 25,548 Deposits on real estate sales 45 46 Total current deferred revenue and deposits $ 95,152 $ 67,937 Other long-term liabilities Other long-term liabilities as of September 30, 2016 and June 30, 2016 consisted of the following (in thousands): September 30, 2016 Fiscal Year End June 30, 2016 Pension liability, net of funded assets $ 33,556 $ 33,550 Forgivable government grants 7,460 7,719 Deferred revenue and deposits 7,871 8,106 Other long-term liabilities, net 18,983 19,391 Total other long-term liabilities $ 67,870 $ 68,766 |
Debt
Debt | 3 Months Ended |
Sep. 30, 2016 | |
Debt [Abstract] | |
Debt | 6. Debt The Company's total borrowings as of September 30, 2016 and June 30, 2016 consisted of the following (in thousands): Maturity September 30, 2016 Fiscal Year End June 30, 2016 Senior Debt 2020 $ 554,480 $ 554,480 Other debt obligations 2016-2023 1,141 1,172 Less: unamortized original issue discount ("OID") and debt issuance costs (16,952 ) (17,860 ) Total 538,669 537,792 Less: Long-term debt due within one year 1,998 497 Total long-term debt $ 536,671 $ 537,295 Senior Debt The Company’s credit agreement, dated as of December 9,2013 (as amended, the “Credit Agreement”), provides 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, and continues to have the ability to increase the borrowings on the Term Loan under certain circumstances and subject to certain criteria; so long as, after giving effect to any additional amounts borrowed, the Company remains compliant with all covenants contained in the Credit Agreement. There were $42.0 million and $42.8 million of irrevocable standby letters of credit outstanding under the LC Facility at September 30, 2016 and June 30, 2016 , respectively. There were no outstanding borrowings under the Revolver or draws on our outstanding letters of credit under the LC facility as of September 30, 2016 and June 30, 2016 . The Company was in compliance with the applicable covenants contained in the Credit Agreement as of September 30, 2016 . 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 5.3% for the three months ended September 30, 2016 . Maturities Current maturities represent principal payments due in the next 12 months. As of September 30, the long-term debt aggregate maturities for the 12 month periods ending September 30, for each of the following years are set forth below (in thousands): 2017 $ 1,998 2018 6,134 2019 6,141 2020 6,149 2021 534,935 Thereafter 264 Interest Expense The Term Loan bears interest based upon the LIBOR-based rate subject to a LIBOR floor of 1.00%. As of September 30, 2016 , the applicable margin was 4.00% under the Term Loan, 3.50% under the Revolver and 4.50% under the LC Facility. On October 14, 2016, certain of the subsidiaries of the Company, that guarantee the Senior Debt, entered into the fifth amendment (the “Fifth Amendment”) to the Credit Agreement. The Fifth Amendment decreased the applicable margin for base rate loans and Eurodollar rate loans under the Term Loan from 3.00% to 2.50% and from 4.00% to 3.50%, respectively. Additionally, the Fifth Amendment decreased the applicable margin for base rate loans and Eurodollar rate loans under the Revolver. The applicable margin for base rate loans under the Revolver decreased from 2.75% to 2.50%, if the total secured debt leverage ratio is greater than or equal to 4.50:1.00, and from 2.50% to 2.25% if the total secured debt leverage ratio is less than 4.50:1.00. The applicable margin for Eurodollar rate loans under the Revolver decreased from 3.75% to 3.50%, if the total secured debt leverage ratio is greater than or equal to 4.50:1.00, and from 3.50% to 3.25% if the total secured debt leverage ratio is less than 4.50:1.00. The Company recorded interest expense of $9.9 million and $10.2 million in the accompanying condensed consolidated statements of operations for the three months ended September 30, 2016 and 2015 , respectively, of which $0.9 million and $0.8 million , respectively, was amortization of deferred financing costs and the OID. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income and Other Comprehensive Income | 3 Months Ended |
Sep. 30, 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 (Loss) The following table presents the changes in accumulated other comprehensive income (loss) ("AOCI"), by component, for the three months ended September 30, 2016 and 2015 (in thousands): Realized portion on cash flow hedge Actuarial loss on pensions Foreign currency translation adjustments Total As of June 30, 2015 $ (1,919 ) $ (11,950 ) $ 159,248 $ 145,379 Amounts reclassified from AOCI 303 186 — 489 Foreign currency translation adjustments (4 ) 536 (22,857 ) (22,325 ) Net current period other comprehensive income (loss) 299 722 (22,857 ) (21,836 ) As of September 30, 2015 $ (1,620 ) $ (11,228 ) $ 136,391 $ 123,543 As of June 30, 2016 $ (733 ) $ (14,242 ) $ 146,895 $ 131,920 Amounts reclassified from AOCI 198 226 — 424 Foreign currency translation adjustments — 71 (2,281 ) (2,210 ) Net current period other comprehensive income (loss) 198 297 (2,281 ) (1,786 ) As of September 30, 2016 $ (535 ) $ (13,945 ) $ 144,614 $ 130,134 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 months ended September 30, 2016 and 2015 are as follows (in thousands): Three Months Ended September 30, 2016 2015 Foreign currency translation adjustments $ (2,242 ) $ (22,481 ) Realized portion of cash flow hedge (a) 198 303 Actuarial gain (loss) on pensions (b) 226 186 Other comprehensive loss, net of tax of $0 (1,818 ) (21,992 ) Other comprehensive loss attributable to noncontrolling interest, net of tax of $0 (32 ) (156 ) Other comprehensive loss attributable to Intrawest Resorts Holdings, Inc., net of tax of $0 $ (1,786 ) $ (21,836 ) (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 | 3 Months Ended |
Sep. 30, 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 $0.9 million expense for the three months ended September 30, 2016 and a $1.8 million expense for the three months ended September 30, 2015 , primarily relating to taxable Canadian helicopter operations. These amounts represent an effective tax rate of (2.2)% and (4.1)% for the three months ended September 30, 2016 and 2015 , respectively. The federal blended statutory rate for the three months ended September 30, 2016 and 2015 was 33.3% and 32.9% , respectively. The effective tax rates for the periods presented differ from the federal blended statutory rates due to changes in the recorded valuation allowances for entities in the United States and Canada. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Letters of Credit The Company issued letters of credit of $42.0 million and $42.8 million as of September 30, 2016 and June 30, 2016 , 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 alleging 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 6.4% . Reimbursable government loans and forgivable grants as of September 30, 2016 and June 30, 2016 in Canadian dollars ("CAD") and the U.S. dollar ("USD") equivalent are as follows (in thousands): September 30, 2016 Fiscal Year Ended June 30, 2016 CAD USD Equivalent CAD USD Equivalent Loans $ 241 $ 183 $ 241 $ 185 Grants Received 89,298 68,078 89,298 68,643 Future advances 31,421 23,954 31,421 24,153 Total grants $ 120,719 $ 92,032 $ 120,719 $ 92,796 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 35 years and a weighted average interest rate of 9.9% . Other The Company holds certain forestry licenses and land leases with respect to its resort operations at Steamboat and Winter Park. These licenses and leases expire between 2047 and 2056 and provide for annual payments based on a percentage of sales that range between 1.5% and 4.0% of such sales. Payments for forestry licenses and land leases were $0.1 million for each of the three months ended September 30, 2016 and 2015 |
Segment Information
Segment Information | 3 Months Ended |
Sep. 30, 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 reviews 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 September 30, 2016 2015 Revenue: Mountain Lift (1) $ 4,750 $ 4,005 Lodging 16,961 15,319 Ski School (2) 672 610 Retail and Rental 7,604 7,458 Food and Beverage 10,353 9,632 Other 13,654 12,734 Total Mountain revenue 53,994 49,758 Adventure revenue 17,946 24,263 Real Estate revenue 8,279 11,812 Total segment revenue 80,219 85,833 Legacy, non-core and other revenue (3) 260 371 Total revenue $ 80,479 $ 86,204 Net loss attributable to Intrawest Resorts Holdings, Inc. $ (44,396 ) $ (47,042 ) Legacy and other non-core expenses, net (4) 803 2,351 Other operating expenses (5) 2,108 1,151 Depreciation and amortization 15,170 15,042 Gain on disposal of assets (341 ) (689 ) Interest income (6) (70 ) (71 ) Interest expense 9,908 10,162 Loss from equity method investments (7) 1,388 3,084 Pro rata share of Adjusted EBITDA related to equity method investments (8) 1,120 692 Adjusted EBITDA attributable to noncontrolling interest (370 ) (2,162 ) Other income, net (9) (475 ) (78 ) Income tax expense 939 1,787 Loss attributable to noncontrolling interest 287 1,619 Total Adjusted EBITDA $ (13,929 ) $ (14,154 ) Mountain Adjusted EBITDA (8) $ (18,073 ) $ (20,787 ) Adventure Adjusted EBITDA (10) 2,145 4,860 Real Estate Adjusted EBITDA (11) 1,999 1,773 Total Adjusted EBITDA $ (13,929 ) $ (14,154 ) (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 losses from equity method investments, including: Chateau M.T. Inc., Mammoth Hospitality Management L.L.C., and the Mammoth family of resorts. (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 foreign currency transaction gains (losses), litigation settlement gains (losses), acquisition-related expenses, and other expenses. (10) Adventure segment Adjusted EBITDA excludes Adjusted EBITDA attributable to noncontrolling interest. (11) Real Estate segment Adjusted EBITDA includes interest income earned from receivables related to the IRCG operations until the Disposition Date, in the amount of $0.9 million for the three months ended September 30, 2015. Capital Expenditures The following table presents capital expenditures for each segment, reconciled to consolidated amounts for each of the three months ended September 30, 2016 and 2015 (in thousands): Three Months Ended September 30, 2016 2015 Capital expenditures: Mountain $ 5,808 $ 7,630 Adventure 3,385 1,345 Real Estate 117 123 Total segment capital expenditures 9,310 9,098 Corporate and other 1,038 691 Total capital expenditures $ 10,348 $ 9,789 Geographic Data The Company’s revenue by geographic region for each of the three months ended September 30, 2016 and 2015 consisted of the following (in thousands): Three Months Ended September 30, 2016 2015 Revenue: United States $ 37,765 $ 39,021 Canada 42,714 47,183 Total revenue $ 80,479 $ 86,204 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events Amendment to Credit Agreement On October 14, 2016 , certain of the subsidiaries of the Company, that guarantee the Company’s Senior Debt, entered into the Fifth Amendment to the Credit Agreement. The Fifth Amendment decreased the applicable margin for base rate loans and Eurodollar rate loans under the Term Loan from 3.00% to 2.50% and from 4.00% to 3.50%, respectively. Additionally, the Fifth Amendment decreased the applicable margin for base rate loans and Eurodollar rate loans under the Revolver. The applicable margin for base rate loans under the Revolver decreased from 2.75% to 2.50%, if the total secured debt leverage ratio is greater than or equal to 4.50:1.00, and from 2.50% to 2.25% if the total secured debt leverage ratio is less than 4.50:1.00. The applicable margin for Eurodollar rate loans under the Revolver decreased from 3.75% to 3.50%, if the total secured debt leverage ratio is greater than or equal to 4.50:1.00, and from 3.50% to 3.25% if the total secured debt leverage ratio is less than 4.50:1.00. |
Significant Accounting Polici18
Significant Accounting Policies (Policies) | 3 Months Ended |
Sep. 30, 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 were 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, the financial 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. During the quarter ended September 30, 2016, the Company reassessed all non-wholly owned subsidiaries in accordance with the new guidance issued in Accounting Standards Update (“ASU”) No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis (“ASU 2015-02”) and determined that no changes to consolidation methods were needed. 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's 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 September 30, 2016 , Alpine Helicopters had total assets of $12.0 million and total liabilities of $5.1 million . On January 29, 2016, 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 statements of operations and comprehensive income (loss) reflect the consolidation of the results of IRCG in the prior fiscal year. Prior to the Deposition Date, IRCG was a part of the Real Estate segment. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments As of September 30, 2016 and June 30, 2016 , 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, “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. September 30, 2016 June 30, 2016 Carrying Value Fair Value Carrying Value Fair Value Senior Debt $ 554,480 $ 558,812 $ 554,480 $ 555,173 Other debt obligations 1,141 949 1,172 971 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . This update replaces the incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This update is effective for interim and annual periods beginning after December 15, 2019, with a modified-retrospective approach. The Company is currently evaluating the impact that this update will have on its consolidated financial statements and related disclosures. In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606) - Narrow-Scope Improvements and Practical Expedients ("ASU 2016-12"), which clarifies the guidance in Topic 606 on assessing collectability, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition. The amendments in ASU No. 2016-12 do not change the core principles of the guidance in Topic 606. This update is effective for the Company beginning July 1, 2018, the same date as the effective date and transition requirements for Topic 606. The Company is currently evaluating the impact that this update will have on its ongoing financial reporting. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606) - Identifying Performance Obligations and Licensing ("ASU 2016-10"), which clarifies the identification of performance obligations and the licensing implementation guidance in Topic 606. The amendments in ASU 2016-10 do not change the core principles of the guidance in Topic 606. This update is effective for the Company beginning July 1, 2018, the same as the effective date and transition requirements for Topic 606. The Company is currently evaluating the impact that this update will have on its ongoing financial reporting. In March 2016, the FASB issued 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 adopted this guidance prospectively for the year beginning on July 1, 2016. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02") . ASU 2016-02 supersedes existing guidance in Leases (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 evaluating the impact the adoption of ASU 2016-02 will have on its consolidated financial statements and related disclosures. In April 2015, the FASB issued ASU No. 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 adopted ASU 2015-05 as of July 1, 2016 and will apply the guidance prospectively for all arrangements entered into or materially modified after July 1, 2016. The Company adopted this guidance prospectively for the fiscal year beginning on July 1, 2016. There was no impact to the Company's condensed consolidated financial statements upon the adoption. In February 2015, the FASB issued ASU No. 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 adopted this guidance for the year beginning on July 1, 2016. With the adoption the Company reassessed all non-wholly owned subsidiaries and determined that no changes to consolidation methods were needed. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in GAAP when it becomes effective. The new standard is effective for the Company beginning July 1, 2018. In August 2015, the FASB issued a one-year deferral to the effective date with an option to permit adoption as early as the original effective date of July 1, 2017. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is currently in the process of evaluating the impact that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. |
Significant Accounting Polici19
Significant Accounting Policies (Tables) | 3 Months Ended |
Sep. 30, 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. September 30, 2016 June 30, 2016 Carrying Value Fair Value Carrying Value Fair Value Senior Debt $ 554,480 $ 558,812 $ 554,480 $ 555,173 Other debt obligations 1,141 949 1,172 971 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 3 Months Ended |
Sep. 30, 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 September 30, 2016 2015 Basic and Diluted EPS Net loss attributable to Intrawest Resorts Holdings, Inc. $ (44,396 ) $ (47,042 ) Weighted average common shares outstanding 39,762 45,230 Basic and diluted EPS $ (1.12 ) $ (1.04 ) |
Supplementary Balance Sheet I21
Supplementary Balance Sheet Information (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Supplementary Balance Sheet Information [Abstract] | |
Current Receivables | Current receivables as of September 30, 2016 and June 30, 2016 consisted of the following (in thousands): September 30, 2016 Fiscal Year End June 30, 2016 Trade receivables $ 26,699 $ 37,441 Loans, mortgages and notes receivable 23 50 Allowance for doubtful accounts (931 ) (831 ) Total current receivables $ 25,791 $ 36,660 |
Other Current Assets | Other current assets as of September 30, 2016 and June 30, 2016 consisted of the following (in thousands): September 30, 2016 Fiscal Year End June 30, 2016 Capital spares 12,317 11,628 Prepaid insurance 3,260 4,813 Other prepaid expenses and current assets 5,592 4,640 Total other current assets $ 21,169 $ 21,081 |
Other Long-Term Assets, Net | Other long-term assets, net as of September 30, 2016 and June 30, 2016 consisted of the following (in thousands): September 30, 2016 Fiscal Year End June 30, 2016 Equity method investments $ 24,989 $ 26,398 Long-term receivables 1,499 1,541 Other long-term assets 3,697 3,988 Total other long-term assets, net $ 30,185 $ 31,927 |
Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities as of September 30, 2016 and June 30, 2016 consisted of the following (in thousands): September 30, 2016 Fiscal Year End June 30, 2016 Trade payables $ 62,868 $ 48,353 Accrued liabilities 17,594 16,516 Total accounts payable and accrued liabilities $ 80,462 $ 64,869 |
Current Deferred Revenue and Deposits | Current deferred revenue and deposits as of September 30, 2016 and June 30, 2016 consisted of the following (in thousands): September 30, 2016 Fiscal Year End June 30, 2016 Season pass and other deferred revenue $ 68,586 $ 42,343 Lodging and tour deposits 26,521 25,548 Deposits on real estate sales 45 46 Total current deferred revenue and deposits $ 95,152 $ 67,937 |
Other Long-Term Liabilities | Other long-term liabilities as of September 30, 2016 and June 30, 2016 consisted of the following (in thousands): September 30, 2016 Fiscal Year End June 30, 2016 Pension liability, net of funded assets $ 33,556 $ 33,550 Forgivable government grants 7,460 7,719 Deferred revenue and deposits 7,871 8,106 Other long-term liabilities, net 18,983 19,391 Total other long-term liabilities $ 67,870 $ 68,766 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Debt [Abstract] | |
Long-Term Debt | The Company's total borrowings as of September 30, 2016 and June 30, 2016 consisted of the following (in thousands): Maturity September 30, 2016 Fiscal Year End June 30, 2016 Senior Debt 2020 $ 554,480 $ 554,480 Other debt obligations 2016-2023 1,141 1,172 Less: unamortized original issue discount ("OID") and debt issuance costs (16,952 ) (17,860 ) Total 538,669 537,792 Less: Long-term debt due within one year 1,998 497 Total long-term debt $ 536,671 $ 537,295 |
Long-Term Debt Aggregate Maturities | As of September 30, the long-term debt aggregate maturities for the 12 month periods ending September 30, for each of the following years are set forth below (in thousands): 2017 $ 1,998 2018 6,134 2019 6,141 2020 6,149 2021 534,935 Thereafter 264 |
Accumulated Other Comprehensi23
Accumulated Other Comprehensive Income and Other Comprehensive Income (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Accumulated Other Comprehensive Income and Other Comprehensive Income [Abstract] | |
Changes in Accumulated Other Comprehensive Income (Loss) | The following table presents the changes in accumulated other comprehensive income (loss) ("AOCI"), by component, for the three months ended September 30, 2016 and 2015 (in thousands): Realized portion on cash flow hedge Actuarial loss on pensions Foreign currency translation adjustments Total As of June 30, 2015 $ (1,919 ) $ (11,950 ) $ 159,248 $ 145,379 Amounts reclassified from AOCI 303 186 — 489 Foreign currency translation adjustments (4 ) 536 (22,857 ) (22,325 ) Net current period other comprehensive income (loss) 299 722 (22,857 ) (21,836 ) As of September 30, 2015 $ (1,620 ) $ (11,228 ) $ 136,391 $ 123,543 As of June 30, 2016 $ (733 ) $ (14,242 ) $ 146,895 $ 131,920 Amounts reclassified from AOCI 198 226 — 424 Foreign currency translation adjustments — 71 (2,281 ) (2,210 ) Net current period other comprehensive income (loss) 198 297 (2,281 ) (1,786 ) As of September 30, 2016 $ (535 ) $ (13,945 ) $ 144,614 $ 130,134 |
Other Comprehensive Income (Loss) | The components of other comprehensive income (loss) for the three months ended September 30, 2016 and 2015 are as follows (in thousands): Three Months Ended September 30, 2016 2015 Foreign currency translation adjustments $ (2,242 ) $ (22,481 ) Realized portion of cash flow hedge (a) 198 303 Actuarial gain (loss) on pensions (b) 226 186 Other comprehensive loss, net of tax of $0 (1,818 ) (21,992 ) Other comprehensive loss attributable to noncontrolling interest, net of tax of $0 (32 ) (156 ) Other comprehensive loss attributable to Intrawest Resorts Holdings, Inc., net of tax of $0 $ (1,786 ) $ (21,836 ) (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) | 3 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies [Abstract] | |
Reimbursable Government Loans and Forgivable Grants | Reimbursable government loans and forgivable grants as of September 30, 2016 and June 30, 2016 in Canadian dollars ("CAD") and the U.S. dollar ("USD") equivalent are as follows (in thousands): September 30, 2016 Fiscal Year Ended June 30, 2016 CAD USD Equivalent CAD USD Equivalent Loans $ 241 $ 183 $ 241 $ 185 Grants Received 89,298 68,078 89,298 68,643 Future advances 31,421 23,954 31,421 24,153 Total grants $ 120,719 $ 92,032 $ 120,719 $ 92,796 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Sep. 30, 2016 | |
Segment Information [Abstract] | |
Consolidated Revenue | 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 September 30, 2016 2015 Revenue: Mountain Lift (1) $ 4,750 $ 4,005 Lodging 16,961 15,319 Ski School (2) 672 610 Retail and Rental 7,604 7,458 Food and Beverage 10,353 9,632 Other 13,654 12,734 Total Mountain revenue 53,994 49,758 Adventure revenue 17,946 24,263 Real Estate revenue 8,279 11,812 Total segment revenue 80,219 85,833 Legacy, non-core and other revenue (3) 260 371 Total revenue $ 80,479 $ 86,204 (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 (Loss) Reconciled to Adjusted EBITDA | Net loss attributable to Intrawest Resorts Holdings, Inc. $ (44,396 ) $ (47,042 ) Legacy and other non-core expenses, net (4) 803 2,351 Other operating expenses (5) 2,108 1,151 Depreciation and amortization 15,170 15,042 Gain on disposal of assets (341 ) (689 ) Interest income (6) (70 ) (71 ) Interest expense 9,908 10,162 Loss from equity method investments (7) 1,388 3,084 Pro rata share of Adjusted EBITDA related to equity method investments (8) 1,120 692 Adjusted EBITDA attributable to noncontrolling interest (370 ) (2,162 ) Other income, net (9) (475 ) (78 ) Income tax expense 939 1,787 Loss attributable to noncontrolling interest 287 1,619 Total Adjusted EBITDA $ (13,929 ) $ (14,154 ) Mountain Adjusted EBITDA (8) $ (18,073 ) $ (20,787 ) Adventure Adjusted EBITDA (10) 2,145 4,860 Real Estate Adjusted EBITDA (11) 1,999 1,773 Total Adjusted EBITDA $ (13,929 ) $ (14,154 ) (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 losses from equity method investments, including: Chateau M.T. Inc., Mammoth Hospitality Management L.L.C., and the Mammoth family of resorts. (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 foreign currency transaction gains (losses), litigation settlement gains (losses), acquisition-related expenses, and other expenses. (10) Adventure segment Adjusted EBITDA excludes Adjusted EBITDA attributable to noncontrolling interest. (11) Real Estate segment Adjusted EBITDA includes interest income earned from receivables related to the IRCG operations until the Disposition Date, in the amount of $0.9 million for the three months ended September 30, 2015. |
Capital Expenditures | The following table presents capital expenditures for each segment, reconciled to consolidated amounts for each of the three months ended September 30, 2016 and 2015 (in thousands): Three Months Ended September 30, 2016 2015 Capital expenditures: Mountain $ 5,808 $ 7,630 Adventure 3,385 1,345 Real Estate 117 123 Total segment capital expenditures 9,310 9,098 Corporate and other 1,038 691 Total capital expenditures $ 10,348 $ 9,789 |
Revenue by Geographic Region | The Company’s revenue by geographic region for each of the three months ended September 30, 2016 and 2015 consisted of the following (in thousands): Three Months Ended September 30, 2016 2015 Revenue: United States $ 37,765 $ 39,021 Canada 42,714 47,183 Total revenue $ 80,479 $ 86,204 |
Formation and Business (Details
Formation and Business (Details) | 3 Months Ended |
Sep. 30, 2016SegmentLodge | |
Formation and Business [Abstract] | |
Number of segments | Segment | 3 |
Canadian Mountain Holidays [Member] | |
Formation and Business [Abstract] | |
Number of lodges | Lodge | 11 |
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 Polici27
Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2016 | Jun. 30, 2016 | |
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 | $ 12,000 | |
Total liabilities | 5,100 | |
Carrying Value [Member] | Senior Debt [Member] | ||
Fair Value of Financial Instruments [Abstract] | ||
Long-term debt | 554,480 | $ 554,480 |
Carrying Value [Member] | Other Debt Obligations [Member] | ||
Fair Value of Financial Instruments [Abstract] | ||
Long-term debt | 1,141 | 1,172 |
Fair Value [Member] | Senior Debt [Member] | ||
Fair Value of Financial Instruments [Abstract] | ||
Long-term debt | 558,812 | 555,173 |
Fair Value [Member] | Other Debt Obligations [Member] | ||
Fair Value of Financial Instruments [Abstract] | ||
Long-term debt | $ 949 | $ 971 |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Details) - IRCG [Member] - USD ($) $ in Millions | 12 Months Ended | |
Jun. 30, 2016 | Nov. 24, 2015 | |
IRCG Transaction [Abstract] | ||
Gross proceeds for sale of IRCG | $ 84.6 | |
Gain on sale of IRCG | $ 40.4 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Earnings (Loss) Per Share [Abstract] | ||
Anti-dilutive share-based payment awards not included in calculation of EPS | $ 500 | $ 1,100 |
Basic and Diluted EPS [Abstract] | ||
Net loss attributable to Intrawest Resorts Holdings, Inc. | $ (44,396) | $ (47,042) |
Weighted average common shares outstanding (in shares) | 39,762 | 45,230 |
Basic and Diluted EPS (in dollars per share) | $ (1.12) | $ (1.04) |
Supplementary Balance Sheet I30
Supplementary Balance Sheet Information, Current Receivables (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Jun. 30, 2016 |
Current Receivables [Abstract] | ||
Trade receivables | $ 26,699 | $ 37,441 |
Loans, mortgages and notes receivable | 23 | 50 |
Allowance for doubtful accounts | (931) | (831) |
Total current receivables | $ 25,791 | $ 36,660 |
Supplementary Balance Sheet I31
Supplementary Balance Sheet Information, Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Jun. 30, 2016 |
Other Current Assets [Abstract] | ||
Capital spares | $ 12,317 | $ 11,628 |
Prepaid insurance | 3,260 | 4,813 |
Other prepaid expenses and current assets | 5,592 | 4,640 |
Total other current assets | $ 21,169 | $ 21,081 |
Supplementary Balance Sheet I32
Supplementary Balance Sheet Information, Other Long-Term Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Jun. 30, 2016 |
Other Long-Term Assets, Net [Abstract] | ||
Equity method investments | $ 24,989 | $ 26,398 |
Long-term receivables | 1,499 | 1,541 |
Other long-term assets | 3,697 | 3,988 |
Total other long-term assets, net | $ 30,185 | $ 31,927 |
Supplementary Balance Sheet I33
Supplementary Balance Sheet Information, Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Jun. 30, 2016 |
Accounts Payable and Accrued Liabilities [Abstract] | ||
Trade payables | $ 62,868 | $ 48,353 |
Accrued liabilities | 17,594 | 16,516 |
Total accounts payable and accrued liabilities | $ 80,462 | $ 64,869 |
Supplementary Balance Sheet I34
Supplementary Balance Sheet Information, Current Deferred Revenue and Deposits (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Jun. 30, 2016 |
Current Deferred Revenue and Deposits [Abstract] | ||
Season pass and other deferred revenue | $ 68,586 | $ 42,343 |
Lodging and tour deposits | 26,521 | 25,548 |
Deposits on real estate sales | 45 | 46 |
Total current deferred revenue and deposits | $ 95,152 | $ 67,937 |
Supplementary Balance Sheet I35
Supplementary Balance Sheet Information, Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Jun. 30, 2016 |
Other Long-Term Liabilities [Abstract] | ||
Pension liability, net of funded assets | $ 33,556 | $ 33,550 |
Forgivable government grants | 7,460 | 7,719 |
Deferred revenue and deposits | 7,871 | 8,106 |
Other long-term liabilities, net | 18,983 | 19,391 |
Total other long-term liabilities | $ 67,870 | $ 68,766 |
Debt, Long-Term Debt (Details)
Debt, Long-Term Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2016 | Jun. 30, 2016 | |
Long-Term Debt [Abstract] | ||
Total | $ 538,669 | $ 537,792 |
Less: Long-term debt due within one year | 1,998 | 497 |
Total long-term debt | $ 536,671 | 537,295 |
Senior Debt [Member] | ||
Long-Term Debt [Abstract] | ||
Maturity | 2,020 | |
Total | $ 554,480 | 554,480 |
Other Debt Obligations [Member] | ||
Long-Term Debt [Abstract] | ||
Less: unamortized original issue discount ("OID") and debt issuance costs | (16,952) | (17,860) |
Total | $ 1,141 | $ 1,172 |
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 |
Debt, Senior Debt and Other Deb
Debt, Senior Debt and Other Debt Obligations (Details) - USD ($) $ in Millions | Sep. 19, 2014 | Sep. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2013 |
Senior Debt [Abstract] | ||||
Letters of credit outstanding | $ 42 | $ 42.8 | ||
Credit Agreement [Member] | Term Loan [Member] | ||||
Senior Debt [Abstract] | ||||
Term loan | $ 540 | |||
Credit Agreement [Member] | Revolver [Member] | ||||
Senior Debt [Abstract] | ||||
Maximum borrowing capacity | 25 | |||
Borrowings outstanding | 0 | 0 | ||
Credit Agreement [Member] | LC Facility [Member] | ||||
Senior Debt [Abstract] | ||||
Maximum borrowing capacity | $ 55 | |||
Letters of credit outstanding | $ 42 | $ 42.8 | ||
Incremental Amendment [Member] | Term Loan [Member] | ||||
Senior Debt [Abstract] | ||||
Proceeds from incremental borrowings | $ 60 | |||
Other Debt Obligations [Member] | ||||
Other Debt Obligations [Abstract] | ||||
Weighted average interest rate | 5.30% |
Debt, Maturities (Details)
Debt, Maturities (Details) $ in Thousands | Sep. 30, 2016USD ($) |
Long-Term Debt Aggregate Maturities [Abstract] | |
2,017 | $ 1,998 |
2,018 | 6,134 |
2,019 | 6,141 |
2,020 | 6,149 |
2,021 | 534,935 |
Thereafter | $ 264 |
Debt, Interest Expense (Details
Debt, Interest Expense (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | |
Nov. 03, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | |
Interest Expense [Abstract] | |||
Interest expense | $ 9.9 | $ 10.2 | |
Amortization of deferred financing costs | $ 0.9 | $ 0.8 | |
Credit Agreement [Member] | Term Loan [Member] | |||
Interest Expense [Abstract] | |||
Margin rate | 4.00% | ||
Credit Agreement [Member] | Term Loan [Member] | LIBOR [Member] | |||
Interest Expense [Abstract] | |||
Interest rate floor | 1.00% | ||
Credit Agreement [Member] | Revolver [Member] | |||
Interest Expense [Abstract] | |||
Margin rate | 3.50% | ||
Credit Agreement [Member] | LC Facility [Member] | |||
Interest Expense [Abstract] | |||
Margin rate | 4.50% | ||
Fourth Amendment [Member] | Term Loan [Member] | Base Rate [Member] | |||
Interest Expense [Abstract] | |||
Margin rate | 3.00% | ||
Fourth Amendment [Member] | Term Loan [Member] | Eurodollar [Member] | |||
Interest Expense [Abstract] | |||
Margin rate | 4.00% | ||
Third Amendment [Member] | Revolver [Member] | |||
Interest Expense [Abstract] | |||
Secured debt leverage ratio | 4.5 | ||
Third Amendment [Member] | Revolver [Member] | Base Rate [Member] | Maximum [Member] | |||
Interest Expense [Abstract] | |||
Margin rate | 2.75% | ||
Third Amendment [Member] | Revolver [Member] | Base Rate [Member] | Minimum [Member] | |||
Interest Expense [Abstract] | |||
Margin rate | 2.50% | ||
Third Amendment [Member] | Revolver [Member] | Eurodollar [Member] | Maximum [Member] | |||
Interest Expense [Abstract] | |||
Margin rate | 3.75% | ||
Third Amendment [Member] | Revolver [Member] | Eurodollar [Member] | Minimum [Member] | |||
Interest Expense [Abstract] | |||
Margin rate | 3.50% | ||
Subsequent Event [Member] | Fifth Amendment [Member] | Term Loan [Member] | Base Rate [Member] | |||
Interest Expense [Abstract] | |||
Margin rate | 2.50% | ||
Subsequent Event [Member] | Fifth Amendment [Member] | Term Loan [Member] | Eurodollar [Member] | |||
Interest Expense [Abstract] | |||
Margin rate | 3.50% | ||
Subsequent Event [Member] | Fifth Amendment [Member] | Revolver [Member] | |||
Interest Expense [Abstract] | |||
Secured debt leverage ratio | 4.5 | ||
Subsequent Event [Member] | Fifth Amendment [Member] | Revolver [Member] | Base Rate [Member] | Maximum [Member] | |||
Interest Expense [Abstract] | |||
Margin rate | 2.50% | ||
Subsequent Event [Member] | Fifth Amendment [Member] | Revolver [Member] | Base Rate [Member] | Minimum [Member] | |||
Interest Expense [Abstract] | |||
Margin rate | 2.25% | ||
Subsequent Event [Member] | Fifth Amendment [Member] | Revolver [Member] | Eurodollar [Member] | Maximum [Member] | |||
Interest Expense [Abstract] | |||
Margin rate | 3.50% | ||
Subsequent Event [Member] | Fifth Amendment [Member] | Revolver [Member] | Eurodollar [Member] | Minimum [Member] | |||
Interest Expense [Abstract] | |||
Margin rate | 3.25% |
Accumulated Other Comprehensi40
Accumulated Other Comprehensive Income and Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | ||
Accumulated Other Comprehensive Income, Net of Tax [Roll Forward] | |||
Beginning balance | $ 256,352 | ||
Amounts reclassified from AOCI | 424 | $ 489 | |
Foreign currency translation adjustments | (2,210) | (22,325) | |
Other comprehensive loss attributable to Intrawest Resorts Holdings, Inc. | (1,786) | (21,836) | |
Ending balance | 210,990 | ||
Other Comprehensive Income (Loss) [Abstract] | |||
Foreign currency translation adjustments | (2,242) | (22,481) | |
Realized portion of cash flow hedge | [1] | 198 | 303 |
Actuarial gain (loss) on pensions | [2] | 226 | 186 |
Other comprehensive loss, net of tax of $0 | (1,818) | (21,992) | |
Other comprehensive loss attributable to noncontrolling interest, net of tax of $0 | (32) | (156) | |
Other comprehensive loss attributable to Intrawest Resorts Holdings, Inc. | (1,786) | (21,836) | |
Other comprehensive loss, tax | 0 | 0 | |
Other comprehensive loss attributable to noncontrolling interest, tax | 0 | 0 | |
Other comprehensive loss attributable to Intrawest Resorts Holdings, Inc., tax | 0 | 0 | |
Accumulated Other Comprehensive Income [Member] | |||
Accumulated Other Comprehensive Income, Net of Tax [Roll Forward] | |||
Beginning balance | 131,920 | 145,379 | |
Ending balance | 130,134 | 123,543 | |
Realized Portion on Cash Flow Hedge [Member] | |||
Accumulated Other Comprehensive Income, Net of Tax [Roll Forward] | |||
Beginning balance | (733) | (1,919) | |
Amounts reclassified from AOCI | 198 | 303 | |
Foreign currency translation adjustments | 0 | (4) | |
Other comprehensive loss attributable to Intrawest Resorts Holdings, Inc. | 198 | 299 | |
Ending balance | (535) | (1,620) | |
Other Comprehensive Income (Loss) [Abstract] | |||
Other comprehensive loss attributable to Intrawest Resorts Holdings, Inc. | 198 | 299 | |
Actuarial Loss on Pensions [Member] | |||
Accumulated Other Comprehensive Income, Net of Tax [Roll Forward] | |||
Beginning balance | (14,242) | (11,950) | |
Amounts reclassified from AOCI | 226 | 186 | |
Foreign currency translation adjustments | 71 | 536 | |
Other comprehensive loss attributable to Intrawest Resorts Holdings, Inc. | 297 | 722 | |
Ending balance | (13,945) | (11,228) | |
Other Comprehensive Income (Loss) [Abstract] | |||
Other comprehensive loss attributable to Intrawest Resorts Holdings, Inc. | 297 | 722 | |
Foreign Currency Translation Adjustments [Member] | |||
Accumulated Other Comprehensive Income, Net of Tax [Roll Forward] | |||
Beginning balance | 146,895 | 159,248 | |
Amounts reclassified from AOCI | 0 | 0 | |
Foreign currency translation adjustments | (2,281) | (22,857) | |
Other comprehensive loss attributable to Intrawest Resorts Holdings, Inc. | (2,281) | (22,857) | |
Ending balance | 144,614 | 136,391 | |
Other Comprehensive Income (Loss) [Abstract] | |||
Other comprehensive loss attributable to Intrawest Resorts Holdings, Inc. | $ (2,281) | $ (22,857) | |
[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 | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Income Taxes [Abstract] | ||
Income tax expense | $ 939 | $ 1,787 |
Effective tax rate | (2.20%) | (4.10%) |
Federal blended statutory rate | 33.30% | 32.90% |
Commitments and Contingencies42
Commitments and Contingencies (Details) CAD in Thousands, $ in Thousands | 3 Months Ended | ||||
Sep. 30, 2016USD ($)Plan | Sep. 30, 2015USD ($) | Sep. 30, 2016CAD | Jun. 30, 2016USD ($) | Jun. 30, 2016CAD | |
Letters of Credit [Abstract] | |||||
Letters of credit issued | $ 42,000 | $ 42,800 | |||
Number of closed noncontributory defined benefit pension plans | Plan | 3 | ||||
Government Grants and Loans [Abstract] | |||||
Weighted average borrowing rate of government loans | 6.40% | 6.40% | |||
Loans | $ 183 | CAD 241 | 185 | CAD 241 | |
Grants - Received | 68,078 | 89,298 | 68,643 | 89,298 | |
Grants - Future advances | 23,954 | 31,421 | 24,153 | 31,421 | |
Total grants | $ 92,032 | CAD 120,719 | $ 92,796 | CAD 120,719 | |
Capital Leases [Abstract] | |||||
Weighted average remaining term | 35 years | ||||
Weighted average interest rate | 9.90% | ||||
Other [Abstract] | |||||
Payments for forestry licenses and land leases | $ 100 | $ 100 | |||
Minimum [Member] | |||||
Other [Abstract] | |||||
Percentage of defined gross revenue | 1.50% | ||||
Maximum [Member] | |||||
Other [Abstract] | |||||
Percentage of defined gross revenue | 4.00% |
Segment Information, Revenue fo
Segment Information, Revenue for Reportable Segments (Details) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2016USD ($)Segment | Sep. 30, 2015USD ($) | ||
Segment Information [Abstract] | |||
Number of reportable segments | Segment | 3 | ||
Revenue [Abstract] | |||
Revenue | $ 80,479 | $ 86,204 | |
Reportable Segment [Member] | |||
Revenue [Abstract] | |||
Revenue | 80,219 | 85,833 | |
Reportable Segment [Member] | Mountain [Member] | |||
Revenue [Abstract] | |||
Revenue | 53,994 | 49,758 | |
Reportable Segment [Member] | Mountain [Member] | Lift [Member] | |||
Revenue [Abstract] | |||
Revenue | [1] | 4,750 | 4,005 |
Reportable Segment [Member] | Mountain [Member] | Lodging [Member] | |||
Revenue [Abstract] | |||
Revenue | 16,961 | 15,319 | |
Reportable Segment [Member] | Mountain [Member] | Ski School [Member] | |||
Revenue [Abstract] | |||
Revenue | [2] | 672 | 610 |
Reportable Segment [Member] | Mountain [Member] | Retail and Rental [Member] | |||
Revenue [Abstract] | |||
Revenue | 7,604 | 7,458 | |
Reportable Segment [Member] | Mountain [Member] | Food and Beverage [Member] | |||
Revenue [Abstract] | |||
Revenue | 10,353 | 9,632 | |
Reportable Segment [Member] | Mountain [Member] | Other [Member] | |||
Revenue [Abstract] | |||
Revenue | 13,654 | 12,734 | |
Reportable Segment [Member] | Adventure [Member] | |||
Revenue [Abstract] | |||
Revenue | 17,946 | 24,263 | |
Reportable Segment [Member] | Real Estate [Member] | |||
Revenue [Abstract] | |||
Revenue | 8,279 | 11,812 | |
Legacy, Non-core and Other Revenue [Member] | |||
Revenue [Abstract] | |||
Revenue | [3] | $ 260 | $ 371 |
[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 (Loss) Reconciled to Adjusted EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | ||
Segment Information [Abstract] | |||
Net loss attributable to Intrawest Resorts Holdings, Inc. | $ (44,396) | $ (47,042) | |
Depreciation and amortization | 15,170 | 15,042 | |
Gain on disposal of assets | (341) | (689) | |
Loss from equity method investments | 1,388 | 3,084 | |
Other income, net | (475) | (78) | |
Income tax expense | 939 | 1,787 | |
Loss attributable to noncontrolling interest | 287 | 1,619 | |
Total Adjusted EBITDA | (13,929) | (14,154) | |
Reportable Segment [Member] | Mountain [Member] | |||
Segment Information [Abstract] | |||
Total Adjusted EBITDA | [1] | (18,073) | (20,787) |
Reportable Segment [Member] | Adventure [Member] | |||
Segment Information [Abstract] | |||
Total Adjusted EBITDA | [2] | 2,145 | 4,860 |
Reportable Segment [Member] | Real Estate [Member] | |||
Segment Information [Abstract] | |||
Total Adjusted EBITDA | [3] | 1,999 | 1,773 |
Reportable Segment [Member] | Real Estate [Member] | IRCG Operations [Member] | |||
Segment Information [Abstract] | |||
Interest income | (900) | ||
Reconciling Item [Member] | |||
Segment Information [Abstract] | |||
Legacy and other non-core expenses, net | [4] | 803 | 2,351 |
Other operating expenses | [5] | 2,108 | 1,151 |
Depreciation and amortization | 15,170 | 15,042 | |
Gain on disposal of assets | (341) | (689) | |
Interest income | [6] | (70) | (71) |
Interest expense | 9,908 | 10,162 | |
Loss from equity method investments | [7] | 1,388 | 3,084 |
Pro rata share of Adjusted EBITDA related to equity method investments | [1] | 1,120 | 692 |
Adjusted EBITDA attributable to noncontrolling interest | (370) | (2,162) | |
Other income, net | [8] | (475) | (78) |
Income tax expense | 939 | 1,787 | |
Loss attributable to noncontrolling interest | $ 287 | $ 1,619 | |
[1] | 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. | ||
[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 $0.9 million for the three months ended September 30, 2015. | ||
[4] | Legacy and other non-core expenses, net represents revenue and expenses of legacy and other non-core operations that are not reviewed regularly by the CODM to assess performance and make decisions regarding the allocation of resources. Revenue and expenses related to legacy and other non-core operations include retail operations not located at the Company's properties and legacy litigation consisting of claims for damages related to alleged construction defects, purported disclosure violations in real estate marketing sales and documents, and allegations that the Company failed to construct planned amenities. | ||
[5] | Includes costs related to non-cash compensation, reduction in workforce severance, lease payments pursuant to the lease at Winter Park and other expenses. | ||
[6] | Includes interest income unrelated to IRCG financing activities. | ||
[7] | Represents the losses from equity method investments, including: Chateau M.T. Inc., Mammoth Hospitality Management L.L.C., and the Mammoth family of resorts. | ||
[8] | Includes foreign currency transaction gains (losses), litigation settlement gains (losses), acquisition-related expenses, and other expenses. |
Segment Information, Capital Ex
Segment Information, Capital Expenditures (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Capital Expenditures [Abstract] | ||
Total capital expenditures | $ 10,348 | $ 9,789 |
Reportable Segment [Member] | ||
Capital Expenditures [Abstract] | ||
Total capital expenditures | 9,310 | 9,098 |
Reportable Segment [Member] | Mountain [Member] | ||
Capital Expenditures [Abstract] | ||
Total capital expenditures | 5,808 | 7,630 |
Reportable Segment [Member] | Adventure [Member] | ||
Capital Expenditures [Abstract] | ||
Total capital expenditures | 3,385 | 1,345 |
Reportable Segment [Member] | Real Estate [Member] | ||
Capital Expenditures [Abstract] | ||
Total capital expenditures | 117 | 123 |
Corporate and Other [Member] | ||
Capital Expenditures [Abstract] | ||
Total capital expenditures | $ 1,038 | $ 691 |
Segment Information, Geographic
Segment Information, Geographic Data (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Geographical Data [Abstract] | ||
Revenue | $ 80,479 | $ 86,204 |
Reportable Geographical Component [Member] | United States [Member] | ||
Geographical Data [Abstract] | ||
Revenue | 37,765 | 39,021 |
Reportable Geographical Component [Member] | Canada [Member] | ||
Geographical Data [Abstract] | ||
Revenue | $ 42,714 | $ 47,183 |
Subsequent Events (Details)
Subsequent Events (Details) | 1 Months Ended | 3 Months Ended |
Nov. 03, 2016 | Sep. 30, 2016 | |
Credit Agreement [Member] | Term Loan [Member] | ||
Amendment to Credit Agreement [Abstract] | ||
Margin rate | 4.00% | |
Credit Agreement [Member] | Revolver [Member] | ||
Amendment to Credit Agreement [Abstract] | ||
Margin rate | 3.50% | |
Fourth Amendment [Member] | Term Loan [Member] | Base Rate [Member] | ||
Amendment to Credit Agreement [Abstract] | ||
Margin rate | 3.00% | |
Fourth Amendment [Member] | Term Loan [Member] | Eurodollar [Member] | ||
Amendment to Credit Agreement [Abstract] | ||
Margin rate | 4.00% | |
Third Amendment [Member] | Revolver [Member] | ||
Amendment to Credit Agreement [Abstract] | ||
Secured debt leverage ratio | 4.5 | |
Third Amendment [Member] | Revolver [Member] | Base Rate [Member] | Maximum [Member] | ||
Amendment to Credit Agreement [Abstract] | ||
Margin rate | 2.75% | |
Third Amendment [Member] | Revolver [Member] | Base Rate [Member] | Minimum [Member] | ||
Amendment to Credit Agreement [Abstract] | ||
Margin rate | 2.50% | |
Third Amendment [Member] | Revolver [Member] | Eurodollar [Member] | Maximum [Member] | ||
Amendment to Credit Agreement [Abstract] | ||
Margin rate | 3.75% | |
Third Amendment [Member] | Revolver [Member] | Eurodollar [Member] | Minimum [Member] | ||
Amendment to Credit Agreement [Abstract] | ||
Margin rate | 3.50% | |
Subsequent Event [Member] | Fifth Amendment [Member] | Term Loan [Member] | Base Rate [Member] | ||
Amendment to Credit Agreement [Abstract] | ||
Margin rate | 2.50% | |
Subsequent Event [Member] | Fifth Amendment [Member] | Term Loan [Member] | Eurodollar [Member] | ||
Amendment to Credit Agreement [Abstract] | ||
Margin rate | 3.50% | |
Subsequent Event [Member] | Fifth Amendment [Member] | Revolver [Member] | ||
Amendment to Credit Agreement [Abstract] | ||
Secured debt leverage ratio | 4.5 | |
Subsequent Event [Member] | Fifth Amendment [Member] | Revolver [Member] | Base Rate [Member] | Maximum [Member] | ||
Amendment to Credit Agreement [Abstract] | ||
Margin rate | 2.50% | |
Subsequent Event [Member] | Fifth Amendment [Member] | Revolver [Member] | Base Rate [Member] | Minimum [Member] | ||
Amendment to Credit Agreement [Abstract] | ||
Margin rate | 2.25% | |
Subsequent Event [Member] | Fifth Amendment [Member] | Revolver [Member] | Eurodollar [Member] | Maximum [Member] | ||
Amendment to Credit Agreement [Abstract] | ||
Margin rate | 3.50% | |
Subsequent Event [Member] | Fifth Amendment [Member] | Revolver [Member] | Eurodollar [Member] | Minimum [Member] | ||
Amendment to Credit Agreement [Abstract] | ||
Margin rate | 3.25% |