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MTN 2015.04.30 Q3
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 2015
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-09614
390 Interlocken Crescent
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. ý Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ý Yes ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
¨ (Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes ý No
As of June 3, 2015, 36,361,683 shares of the registrant's common stock were outstanding.
Financial Statements.
Management's Discussion and Analysis of Financial Condition and Results of Operations.
Quantitative and Qualitative Disclosures About Market Risk.
Controls and Procedures.
Legal Proceedings.
Item 1A.
Risk Factors.
Unregistered Sales of Equity Securities and Use of Proceeds.
Defaults Upon Senior Securities.
Mine Safety Disclosures.
Other Information.
Exhibits.
PART I FINANCIAL INFORMATION
Item 1. Financial Statements — Unaudited
Consolidated Condensed Balance Sheets as of April 30, 2015, July 31, 2014 and April 30, 2014
Consolidated Condensed Statements of Operations for the Three and Nine Months Ended April 30, 2015 and 2014
Consolidated Condensed Statements of Comprehensive Income for the Three and Nine Months Ended April 30, 2015 and 2014
Consolidated Condensed Statements of Cash Flows for the Nine Months Ended April 30, 2015 and 2014
Notes to Consolidated Condensed Financial Statements
Trade receivables, net
Inventories, net
Property, plant and equipment, net (Note 6)
Real estate held for sale and investment
Goodwill, net
Accounts payable and accrued liabilities (Note 6)
Income taxes payable
Long-term debt due within one year (Note 4)
Long-term debt (Note 4)
Other long-term liabilities (Note 6)
Commitments and contingencies (Note 9)
Preferred stock, $0.01 par value, 25,000,000 shares authorized, no shares issued and outstanding
Common stock, $0.01 par value, 100,000,000 shares authorized, 41,309,969, 41,152,800 and 41,129,041 shares issued, respectively
Accumulated other comprehensive loss
Treasury stock, at cost, 4,949,111 shares (Note 11)
Total Vail Resorts, Inc. stockholders' equity
Noncontrolling interests
Total stockholders' equity (Note 2)
Total liabilities and stockholders' equity
The accompanying Notes are an integral part of these consolidated condensed financial statements.
Consolidated Condensed Statements of Operations
Three Months Ended April 30,
Nine Months Ended April 30,
Net revenue:
Total net revenue
Segment operating expense (exclusive of depreciation and amortization shown separately below):
Total segment operating expense
Other operating (expense) income:
Gain on sale of real property
Gain on litigation settlement (Note 5)
Change in fair value of contingent consideration (Note 8)
(Loss) gain on disposal of fixed assets and other, net
Income from operations
Mountain equity investment (loss) income, net
Investment income, net
Income before provision for income taxes
Provision for income taxes (Note 12)
Net loss attributable to noncontrolling interests
Net income attributable to Vail Resorts, Inc.
Per share amounts (Note 3):
Basic net income per share attributable to Vail Resorts, Inc.
Diluted net income per share attributable to Vail Resorts, Inc.
Cash dividends declared per share
Consolidated Condensed Statements of Comprehensive Income
Foreign currency translation adjustments, net of tax
Comprehensive loss attributable to noncontrolling interests
Comprehensive income attributable to Vail Resorts, Inc.
Cost of real estate sales
Change in fair value of contingent consideration
Gain on litigation settlement
Park City litigation settlement payment
Other non-cash income, net
Other assets and liabilities, net
Net cash provided by operating activities
Acquisition of business
Other investing activities, net
Proceeds from borrowings under long-term debt
Payments of long-term debt
Dividends paid
Other financing activities, net
Net cash used in financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase in cash and cash equivalents
Cash and cash equivalents:
Beginning of period
End of period
Non-cash investing and financing activities:
Accrued capital expenditures
Capital expenditures under long-term financing
Organization and Business
Vail Resorts, Inc. ("Vail Resorts" or the "Parent Company") is organized as a holding company and operates through various subsidiaries. Vail Resorts and its subsidiaries (collectively, the "Company") operate in three business segments: Mountain, Lodging and Real Estate.
In the Mountain segment, the Company operates nine world-class mountain resort properties at the Vail, Breckenridge, Keystone and Beaver Creek mountain resorts in Colorado; Canyons and Park City Mountain Resort ("Park City" acquired on September 11, 2014) in Utah; the Heavenly, Northstar, and Kirkwood mountain resorts in the Lake Tahoe area of California and Nevada; and the ski areas of Afton Alps in Minnesota and Mount Brighton in Michigan ("Urban" ski areas); as well as ancillary services, primarily including ski school, dining and retail/rental operations. These resorts (except for Northstar, Canyons, Park City and the Urban ski areas) operate primarily on federal land under the terms of Special Use Permits granted by the USDA Forest Service (the "Forest Service").
In the Lodging segment, the Company owns and/or manages a collection of luxury hotels and condominiums under its RockResorts brand, as well as other strategic lodging properties and a large number of condominiums located in proximity to the Company's mountain resorts, National Park Service ("NPS") concessionaire properties including the Grand Teton Lodge Company ("GTLC"), which operates destination resorts in the Grand Teton National Park, Colorado Mountain Express ("CME"), a Colorado resort ground transportation company, and mountain resort golf courses.
Vail Resorts Development Company ("VRDC"), a wholly-owned subsidiary, conducts the operations of the Company's Real Estate segment, which owns and develops real estate in and around the Company's resort communities.
The Company's mountain business and its lodging properties at or around the Company's mountain resorts are seasonal in nature with peak operating seasons primarily from mid-November through mid-April. The Company's operations at its NPS concessionaire properties and its golf courses generally operate from mid-May through mid-October. The Company also has non-majority owned investments in various other entities, some of which are consolidated (see Note 7, Variable Interest Entities).
Summary of Significant Accounting Policies
Consolidated Condensed Financial Statements— In the opinion of the Company, the accompanying Consolidated Condensed Financial Statements reflect all adjustments necessary to state fairly the Company's financial position, results of operations and cash flows for the interim periods presented. All such adjustments are of a normal recurring nature. Results for interim periods are not indicative of the results for the entire fiscal year. The accompanying Consolidated Condensed Financial Statements should be read in conjunction with the audited Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the fiscal year ended July 31, 2014. Certain information and footnote disclosures, including significant accounting policies, normally included in fiscal year financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been condensed or omitted. The Consolidated Condensed Balance Sheet as of July 31, 2014 was derived from audited financial statements.
Use of Estimates— 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, the disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Noncontrolling Interests in Consolidated Condensed Financial Statements— Net loss attributable to noncontrolling interests along with net income attributable to the stockholders of the Company are reported separately in the Consolidated Condensed Statement of Operations. Additionally, noncontrolling interests in the consolidated subsidiaries of the Company are reported as a separate component of equity in the Consolidated Condensed Balance Sheet, apart from the Company's equity. The following table summarizes the changes in total stockholders' equity (in thousands):
For the Nine Months Ended April 30,
Vail Resorts
Noncontrolling
Balance, beginning of period
Issuance of shares under share award plans, net of shares withheld for taxes
Tax benefit from share award plans
Cash dividends paid on common stock
Contributions from noncontrolling interests, net
Balance, end of period
Fair Value Instruments— The recorded amounts for cash and cash equivalents, trade receivables, other current assets, and accounts payable and accrued liabilities approximate fair value due to their short-term nature. The fair value of amounts outstanding under the Employee Housing Bonds (Note 4, Long-Term Debt) approximate book value due to the variable nature of the interest rate associated with that debt. The fair values of the 6.50% Senior Subordinated Notes due 2019 ("6.50% Notes") and the Company's Industrial Development Bonds are based on their redemption prices as of April 30, 2015; determined by their outstanding aggregate principal amounts as of April 30, 2015, plus redemption premiums to be paid on the redemption date of May 1, 2015 (refer to Note 4, Long-Term Debt for further discussion). The fair value of other long-term debt has been estimated using discounted cash flow analyses based on current borrowing rates for debt with similar remaining maturities and ratings (a Level 3 input). The estimated fair values of the 6.50% Notes, Industrial Development Bonds and other long-term debt as of April 30, 2015 are presented below (in thousands):
6.50% Notes
Industrial Development Bonds
Other long-term debt
New Accounting Standards— In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers (Topic 606)", which supersedes the revenue recognition requirements in Accounting Standards Codification ("ASC") 605, "Revenue Recognition". This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This standard will be effective for the first interim period within fiscal years beginning after December 15, 2016 (the Company's 2018 first fiscal quarter), using one of two retrospective application methods. On April 1, 2015, the FASB voted to defer the effective date of the new revenue standard by one year, which is subject to a period for public comments, and would allow entities the option to early adopt the new revenue standard as of the original effective date. The Company is evaluating the impacts, if any, the adoption of this accounting standard will have on the Company's financial position or results of operations.
In February 2015, the FASB issued ASU No. 2015-02, "Consolidation (Topic 810): Amendments to the Consolidation Analysis", which amends the consolidation requirements in ASC 810, "Consolidation". This ASU affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. Specifically, the amendments: (i) modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities ("VIEs") or voting interest entities, (ii) eliminate the presumption that a general partner should consolidate a limited partnership, (iii) affect the consolidated analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships and (iv) provide a scope exception for certain entities. The standard will be effective for the first interim period within fiscal years beginning after December 15, 2015 (the Company's 2017 first fiscal quarter). The standard may be applied retrospectively or through a cumulative effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The Company is evaluating the impacts, if any, the adoption of this accounting standard will have on the Company's financial position or results of operations.
In April 2015, the FASB issued ASU No. 2015-03, "Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs." The new standard requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The guidance in the new standard is limited to the presentation of debt issuance costs and does not affect the recognition and measurement of debt issuance costs. The standard will be effective for the first interim period within fiscal years beginning after December 15, 2015 (the Company's 2017 first fiscal quarter) and early adoption is permitted for financial statements that have not been previously issued. The standard should be applied on a retrospective basis. The adoption of this new accounting standard will amend presentation and disclosure requirements concerning debt issuance costs, and as such the adoption will not affect the Company's financial position or results of operations.
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." The standard provides guidance about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the software license element of the arrangement should be accounted for as an acquisition of a software license. If a cloud computing arrangement does not include a software license, it should be accounted for as a service contract. The standard will be effective for the first interim period within fiscal years beginning after December 15, 2015 (the Company's 2017 first fiscal quarter) and may be adopted either retrospectively or prospectively. The Company is evaluating the impacts, if any, the adoption of this accounting standard will have on the Company's financial position or results of operations.
Net Income Per Common Share
Basic earnings per share ("EPS") excludes dilution and is computed by dividing net income attributable to Vail Resorts stockholders by the weighted-average shares outstanding during the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised, resulting in the issuance of shares of common stock that would then participate in the earnings of Vail Resorts. Presented below is basic and diluted EPS for the three months ended April 30, 2015 and 2014 (in thousands, except per share amounts):
Net income per share:
Net income attributable to Vail Resorts
Weighted-average shares outstanding
Effect of dilutive securities
Net income per share attributable to Vail Resorts
The Company computes the effect of dilutive securities using the treasury stock method and average market prices during the period. The number of shares issuable on the exercise of share based awards excluded from the calculation of diluted net income per share because the effect of their inclusion would have been anti-dilutive totaled 15,000 and 4,000 for the three months ended April 30, 2015 and 2014, respectively.
Presented below is basic and diluted EPS for the nine months ended April 30, 2015 and 2014 (in thousands, except per share amounts):
The Company computes the effect of dilutive securities using the treasury stock method and average market prices during the period. The number of shares issuable on the exercise of share based awards excluded from the calculation of diluted net income per share because the effect of their inclusion would have been anti-dilutive totaled 5,000 and 11,000 for the nine months ended April 30, 2015 and 2014, respectively.
During the three and nine months ended April 30, 2015, the Company paid dividends of $0.6225 and $1.4525 per share, respectively ($22.6 million and $52.8 million, respectively, in the aggregate). During the three and nine months ended April 30, 2014, the Company paid dividends of $0.4150 and $0.8300 per share, respectively ($15.0 million and $30.0 million, respectively, in the aggregate). On June 5, 2015 the Company's Board of Directors declared a quarterly cash dividend of $0.6225 per share payable on July 10, 2015 to stockholders of record as of June 25, 2015.
Long-Term Debt
Long-term debt as of April 30, 2015, July 31, 2014 and April 30, 2014 is summarized as follows (in thousands):
Maturity (a)
Credit Facility Revolver (b)
Industrial Development Bonds (c)
Employee Housing Bonds
6.50% Notes (c)
Canyons obligation
Less: Current maturities (d)
Maturities are based on the Company's July 31 fiscal year end.
On May 1, 2015, Vail Holdings, Inc. ("VHI"), a wholly-owned subsidiary of the Company, amended and restated its senior credit facility, the Sixth Amended and Restated Credit Agreement (the "Prior Credit Agreement"). The amended credit facility is now referred to as the Seventh Amended and Restated Credit Agreement (the "Credit Agreement") with VHI, as borrower, the Company and certain subsidiaries of the Company, as guarantors, Bank of America, N.A., as administrative agent, and the other Lenders party thereto. The Credit Agreement provides for a term loan facility in an aggregate principal amount of $250.0 million. The term loan facility is subject to quarterly amortization of principal, commencing on January 31, 2016, in equal installments, with five percent payable in each year and the final payment of all amounts outstanding, plus accrued and unpaid interest due on May 1, 2020.
Pursuant to the terms of the Credit Agreement, VHI has the ability to increase availability (under the revolver or in the form of term loans) to an aggregate principal amount not to exceed the greater of (i) $950.0 million and (ii) the product of 2.75 and the trailing twelve-month Adjusted EBITDA, as defined in the Credit Agreement. The material terms of the Credit Agreement are substantially similar to those of the Prior Credit Agreement described in the Company's Annual Report on Form 10-K for the fiscal year ended July 31, 2014. Key modifications to the Prior Credit Agreement included, among other things, the extension of the maturity on the revolving credit facility from March 2019 to May 2020 and increases in certain baskets for and improved flexibility to incur debt and make distributions. VHI's obligations under the Credit Agreement are guaranteed by the Company and certain of its subsidiaries and are collateralized by a pledge of all the capital stock of VHI and substantially all of its subsidiaries (with certain additional
exceptions for the pledge of the capital stock of foreign subsidiaries). The proceeds of the loans made under the Credit Agreement may be used, in addition to the redemption of the 6.50% Notes and Industrial Development Bonds, to fund the Company's working capital needs, capital expenditures, acquisitions, investments and other general corporate purposes, including the issuance of letters of credit. Borrowings under the Credit Agreement, including the term loan facility, bear interest annually at a rate of (i) LIBOR plus a margin or (ii) the Agent's prime lending rate plus a margin. Interest rate margins may fluctuate based upon the ratio of the Company's Net Funded Debt to Adjusted EBITDA on a trailing four-quarter basis.
On March 13, 2015, the Company submitted redemption notices to the trustees to redeem the outstanding $215.0 million aggregate principal amount of the 6.50% Notes and the $41.2 million aggregate principal amount of Industrial Development Bonds. As a result, the Company classified the aggregate principal amounts outstanding as long-term debt due within one year. On May 1, 2015, the Company redeemed the outstanding aggregate principal amounts of its 6.50% Notes and Industrial Development Bonds which was funded by the $250.0 million term loan facility and cash on hand. The redemption premium for the 6.50% Notes was 103.250%, plus accrued and unpaid interest to the redemption date of May 1, 2015. The redemption premium for the Industrial Development Bonds was 104.000%, plus accrued and unpaid interest to the redemption date of May 1, 2015. As a result, the Company incurred an early redemption premium of $8.6 million, which will be recorded, along with a write-off of $2.4 million of unamortized debt issuance costs, as a loss on extinguishment of debt in the fourth quarter of the fiscal year ending July 31, 2015. Upon completion of the redemptions, no amounts of the 6.50% Notes or Industrial Development Bonds remained outstanding.
Current maturities represent principal payments due in the next 12 months.
Aggregate maturities for debt outstanding as of April 30, 2015 reflected by fiscal year are as follows (in thousands):
The Company incurred gross interest expense of $13.7 million and $16.4 million for the three months ended April 30, 2015 and 2014, respectively, of which $0.4 million and $0.5 million, respectively, were amortization of deferred financing costs. The Company incurred gross interest expense of $41.1 million and $48.7 million for the nine months ended April 30, 2015 and 2014, respectively, of which $1.1 million and $1.5 million, respectively, were amortization of deferred financing costs.
Park City Mountain Resort
On September 11, 2014, VR CPC Holdings, Inc. ("VR CPC"), a wholly-owned subsidiary of the Company, and Greater Park City Company, Powdr Corp., Greater Properties, Inc., Park Properties, Inc., and Powdr Development Company (collectively, "Park City Sellers") entered into a Purchase and Sale Agreement (the "Purchase Agreement") providing for the acquisition of substantially all of the assets related to Park City in Park City, Utah. The cash purchase price was $182.5 million, subject to certain post-closing adjustments. The Company funded the cash purchase price through borrowings under the revolver portion of its existing credit facility.
As provided under the Purchase Agreement, the Company acquired the property, assets and operations of Park City, which includes the ski area and related amenities, from Park City Sellers and assumed leases of certain realty, acquired certain assets, and assumed certain liabilities of Park City Sellers relating to Park City. In addition to the Purchase Agreement, the parties settled the litigation related to the validity of a lease of certain land owned by Talisker Land Holdings, LLC under the ski terrain of Park City (the "Park City Litigation"). In connection with settling the Park City Litigation, the Company recorded a non-cash gain of $16.4 million in the Mountain segment for the nine months ended April 30, 2015. The gain on litigation settlement represents the estimated fair value of the rents (including damages and interest) due the Company from the Park City Sellers for their use of land and improvements from the Canyons transaction date of May 29, 2013 to the Park City acquisition date. Additionally, the Company assigned a fair value of $10.1 million to the settlement of the Park City Litigation that applied to the period prior to the Canyons transaction. The combined fair value of the Park City Litigation settlement of $26.5 million
was determined by applying market capitalization rates to the estimated fair market value of the land and improvements, plus an estimate of statutory damages and interest. The estimated fair value of the Park City Litigation settlement was not received in cash, but was instead reflected as part of the cash price negotiated for the Park City acquisition. Accordingly, the estimated fair value of the Park City Litigation settlement was included in the total consideration for the acquisition of Park City. Under an agreement entered into in conjunction with the Canyons transaction, the Company made a $10.0 million payment to Talisker in the nine months ended April 30, 2015, resulting from the settlement of the Park City Litigation.
The following summarizes the preliminary estimated fair values of the identifiable assets acquired and liabilities assumed at the date the transaction was effective (in thousands).
Estimates of Fair Value at Effective Date of Transaction
Property, plant and equipment
Deferred income tax assets, net
Total identifiable assets acquired
Total liabilities assumed
The estimated fair values of assets acquired and liabilities assumed in the acquisition of Park City are preliminary and are based on the information that was available as of the acquisition date to estimate the fair value of assets acquired and liabilities assumed. The Company believes that information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed, but the Company is obtaining additional information necessary to finalize those fair values. Therefore, the preliminary measurements of fair value reflected are subject to change. The Company expects to finalize the valuation and complete the purchase price allocation as soon as practicable but no later than one year from the acquisition date. During the three months ended January 31, 2015, the Company recorded an adjustment to its preliminary purchase price allocation of $13.0 million, which reduced real estate held for sale and investment with a corresponding increase to goodwill and will reflect this as a retrospective adjustment as of October 31, 2014.
The excess of the purchase price over the aggregate fair values of assets acquired and liabilities assumed was recorded as goodwill. The goodwill recognized is attributable primarily to expected synergies, the assembled workforce of Park City and other factors. The majority of goodwill is expected to be deductible for income tax purposes. The intangible assets primarily consist of trademarks, water rights, and customer lists. The intangible assets have a weighted-average amortization period of approximately 46 years. The operating results of Park City, which are recorded in the Mountain segment, contributed $35.4 million and $63.8 million of net revenue (including an allocation of season pass revenue) for the three and nine months ended April 30, 2015, respectively. The Company has recognized $0.8 million of transaction related expenses in Mountain operating expense in the Consolidated Condensed Statements of Operations for the nine months ended April 30, 2015.
Certain land and improvements in the Park City ski area (excluding the base area) were part of the Talikser leased premises to Park City and was subject to the Park City Litigation as of the Canyons transaction date, and as such, was recorded as a deposit ("Park City Deposit") for the potential future interests in the land and associated improvements at its estimated fair value in conjunction with the Canyons transaction. Upon settlement of the Park City Litigation, the land and improvements associated with the Talisker leased premises became subject to the Canyons lease, and as a result, the Company reclassified the Park City Deposit to the respective assets within property, plant and equipment in the nine months ended April 30, 2015. The inclusion of the land and certain land improvements that was subject to the Park City Litigation and now included in the Canyons lease requires no additional consideration from the Company to Talisker, but the financial contribution from the operations of Park City will be included as part of the calculation of EBITDA for the resort operations, and as a result, factor into the participating contingent payments (see Note 8, Fair Value Measurements). The majority of the assets acquired under the Park City acquisition, although not under lease, are subject to the terms and conditions of the Canyons lease.
The following presents the unaudited pro forma consolidated financial information of the Company as if the acquisition of Park City was completed on August 1, 2013. The following unaudited pro forma financial information includes adjustments for (i) depreciation on acquired property, plant and equipment; (ii) amortization of intangible assets recorded at the date of the transaction; (iii) related-party land leases; and (iv) transaction and business integration related costs. This unaudited pro forma financial information is presented for informational purposes only and does not purport to be indicative of the results of future operations or the results that would have occurred had the transaction taken place on August 1, 2013 (in thousands, except per share amounts).
Pro forma net revenue
Pro forma net income attributable to Vail Resorts, Inc.
Pro forma basic net income per share attributable to Vail Resorts, Inc.
Pro forma diluted net income per share attributable to Vail Resorts, Inc.
Nine Months Ended
April 30,
Perisher Ski Resort
On March 30, 2015, VR Australia Holdings Pty Limited, a wholly-owned subsidiary of the Company, and Murray Publishers Pty Ltd, Consolidated Press Holdings Pty Limited, Transfield Corporate Pty Limited and Transfield Pty Limited (collectively, "Perisher Sellers") entered into a Purchase and Sale Agreement (the "Perisher Purchase Agreement") providing for the acquisition of 100% of the stock in the entities that operate Perisher Ski Resort ("Perisher") in New South Wales, Australia for cash consideration of approximately AU$176 million. Perisher holds a long-term lease and license with the New South Wales Government under the National Parks and Wildlife Act, which expires in 2048 with a 20-year renewal option. As provided under the Perisher Purchase Agreement, the Company will acquire the entities that hold the assets and operations that include the long-term lease and license with the New South Wales government for the ski area and related amenities of Perisher, including assumed liabilities, from Perisher Sellers. The acquisition is expected to close following the approval by the New South Wales government under the long-term lease and license. The Company expects the transaction to be recorded as a business combination in its consolidated financial statements.
Supplementary Balance Sheet Information
The composition of property, plant and equipment follows (in thousands):
Land and land improvements
Buildings and building improvements
Construction in progress
Gross property, plant and equipment
The composition of accounts payable and accrued liabilities follows (in thousands):
Accrued salaries, wages and deferred compensation
Accrued benefits
Other accruals
Total accounts payable and accrued liabilities
The composition of other long-term liabilities follows (in thousands):
Private club deferred initiation fee revenue
Unfavorable lease obligation, net
Total other long-term liabilities
The changes in the net carrying amount of goodwill allocated between the Company's segments for the nine months ended April 30, 2015 are as follows (in thousands):
Balance at July 31, 2014
Effects of changes in foreign currency exchange rates
Balance at April 30, 2015
7. Variable Interest Entities
The Company is the primary beneficiary of four employee housing entities (collectively, the "Employee Housing Entities"), Breckenridge Terrace, LLC, The Tarnes at BC, LLC, BC Housing, LLC and Tenderfoot Seasonal Housing, LLC, which are variable interest entities ("VIEs"), and the Company has consolidated them in its Consolidated Condensed Financial Statements. As a group, as of April 30, 2015, the Employee Housing Entities had total assets of $26.8 million (primarily recorded in property, plant and equipment, net) and total liabilities of $63.8 million (primarily recorded in long-term debt as "Employee Housing Bonds"). The Company's lenders have issued letters of credit totaling $53.4 million under the Company's Credit Agreement related to Employee Housing Bonds. Payments under the letters of credit would be triggered in the event that one of the entities defaults on required payments. The letters of credit have no default provisions.
The Company is the primary beneficiary of Avon Partners II, LLC ("APII"), which is a VIE. APII owns commercial space and the Company leases substantially all of that space. APII had total assets of $4.3 million (primarily recorded in property, plant and equipment, net) and no debt as of April 30, 2015.
8. Fair Value Measurements
The Financial Accounting Standards Board issued fair value guidance that establishes how reporting entities should measure fair value for measurement and disclosure purposes. The guidance establishes a common definition of fair value applicable to all assets and liabilities measured at fair value and prioritizes the inputs into valuation techniques used to measure fair value. Accordingly, the Company uses valuation techniques which maximize the use of observable inputs and minimize the use of unobservable inputs when determining fair value. The three levels of the hierarchy are as follows:
Level 1: Inputs that reflect unadjusted quoted prices in active markets that are accessible to the Company for identical assets or liabilities;
Level 2: Inputs include quoted prices for similar assets and liabilities in active and inactive markets or that are observable for the asset or liability either directly or indirectly; and
Level 3: Unobservable inputs which are supported by little or no market activity.
The table below summarizes the Company's cash equivalents and Contingent Consideration measured at fair value (all other assets and liabilities measured at fair value are immaterial) (in thousands):
Fair Value Measurement as of April 30, 2015
Contingent Consideration
Fair Value Measurement as of July 31, 2014
The Company's cash equivalents are measured utilizing quoted market prices or pricing models whereby all significant inputs are either observable or corroborated by observable market data.
The changes in Contingent Consideration during the nine months ended April 30, 2015 and 2014 were as follows:
Balance as of July 31, 2014 and 2013, respectively
Change in fair value
Balance as of April 30, 2015 and 2014, respectively
The lease for Canyons provides for participating contingent payments to Talisker of 42% of the amount by which EBITDA for the resort operations, as calculated under the lease, exceed approximately $35 million, as established at the transaction date, with such threshold amount subsequently increased annually by an inflation linked index and a 10% adjustment for any capital improvements or investments made under the lease by the Company (the "Contingent Consideration"). The fair value of Contingent Consideration includes the resort operations of Park City in the calculation of EBITDA on which participating contingent payments are made, and increases the EBITDA threshold before which participating contingent payments are made equal to 10% of the purchase price paid by the Company, plus future capital expenditures. The Company estimated the fair value of the Contingent Consideration payments using an option pricing valuation model. Key assumptions included a discount rate of 11.5%, volatility of 20.0%, and credit risk of 3.0%. The model also incorporates assumptions for EBITDA and capital expenditures, which are unobservable inputs and thus are considered Level 3 inputs. As Contingent Consideration is classified as a liability, the liability is remeasured to fair value at each reporting date until the contingency is resolved. During the nine months ended April 30, 2015, the Company recorded a decrease of $4.5 million in the estimated fair value of the participating
contingent payments, and recorded the related gain in income from operations. The estimated fair value of the contingent consideration is $6.0 million as of April 30, 2015 and this liability is recorded in other long-term liabilities in the Consolidated Condensed Balance Sheets.
9. Commitments and Contingencies
Metropolitan Districts
The Company credit-enhances $8.0 million of bonds issued by Holland Creek Metropolitan District ("HCMD") through an $8.1 million letter of credit issued under the Credit Agreement. HCMD's bonds were issued and used to build infrastructure associated with the Company's Red Sky Ranch residential development. The Company has agreed to pay capital improvement fees to Red Sky Ranch Metropolitan District ("RSRMD") until RSRMD's revenue streams from property taxes are sufficient to meet debt service requirements under HCMD's bonds, and the Company has recorded a liability of $1.8 million primarily within "other long-term liabilities" in the accompanying Consolidated Condensed Balance Sheets, as of April 30, 2015, July 31, 2014 and April 30, 2014, respectively, with respect to the estimated present value of future RSRMD capital improvement fees. The Company estimates it will make capital improvement fee payments under this arrangement through the year ending July 31, 2029.
Guarantees/Indemnifications
As of April 30, 2015, the Company had various other letters of credit for $64.3 million, consisting primarily of $53.4 million to support the Employee Housing Bonds and $10.9 million for workers' compensation, general liability construction related deductibles and other activities.
In addition to the guarantees noted above, the Company has entered into contracts in the normal course of business that include certain indemnifications under which it could be required to make payments to third parties upon the occurrence or non-occurrence of certain future events. These indemnities include indemnities to licensees in connection with the licensees' use of the Company's trademarks and logos, indemnities for liabilities associated with the infringement of other parties' technology and software products, indemnities related to liabilities associated with the use of easements, indemnities related to employment of contract workers, the Company's use of trustees, indemnities related to the Company's use of public lands and environmental indemnifications. The duration of these indemnities generally is indefinite and generally do not limit the future payments the Company could be obligated to make.
As permitted under applicable law, the Company and certain of its subsidiaries have agreed to indemnify their directors and officers over their lifetimes for certain events or occurrences while the officer or director is, or was, serving the Company or its subsidiaries in such a capacity. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has a director and officer insurance policy that should enable the Company to recover a portion of any future amounts paid.
Unless otherwise noted, the Company has not recorded any significant liabilities for the letters of credit, indemnities and other guarantees noted above in the accompanying Consolidated Condensed Financial Statements, either because the Company has recorded on its Consolidated Condensed Balance Sheets the underlying liability associated with the guarantee, the guarantee is with respect to the Company's own performance and is therefore not subject to the measurement requirements as prescribed by GAAP, or because the Company has calculated the fair value of the indemnification or guarantee to be immaterial based upon the current facts and circumstances that would trigger a payment under the indemnification clause. In addition, with respect to certain indemnifications it is not possible to determine the maximum potential amount of liability under these potential obligations due to the unique set of facts and circumstances likely to be involved in each particular claim and indemnification provision. Historically, payments made by the Company under these obligations have not been material.
As noted above, the Company makes certain indemnifications to licensees for their use of the Company's trademarks and logos. The Company does not record any liabilities with respect to these indemnifications.
Self Insurance
The Company is self-insured for claims under its health benefit plans and for the majority of workers' compensation claims, subject to stop loss policies. The self-insurance liability related to workers' compensation is determined actuarially based on claims filed. The self-insurance liability related to claims under the Company's health benefit plans is determined based on analysis of actual claims. The amounts related to these claims are included as a component of accrued benefits in accounts payable and accrued liabilities (see Note 6, Supplementary Balance Sheet Information).
The Company is a party to various lawsuits arising in the ordinary course of business. Management believes the Company has adequate insurance coverage and/or has accrued for loss contingencies for all known matters deemed to be probable losses and estimable. As of April 30, 2015, July 31, 2014 and April 30, 2014, the accrual for the above loss contingencies was not material individually and in the aggregate.
10. Segment Information
The Company has three reportable segments: Mountain, Lodging and Real Estate. The Mountain segment includes the operations of the Company's mountain resorts and Urban ski areas and related ancillary services. The Lodging segment includes the operations of all of the Company's owned hotels, RockResorts, NPS concessionaire properties, condominium management, CME and mountain resort golf operations. The Real Estate segment owns and develops real estate in and around the Company's resort communities. The Company's reportable segments, although integral to the success of each other, offer distinctly different products and services and require different types of management focus. As such, these segments are managed separately.
The Company reports its segment results using Reported EBITDA (defined as segment net revenue less segment operating expenses, plus or minus segment equity investment income or loss, plus gain on litigation settlement and for the Real Estate segment, plus gain on sale of real property), which is a non-GAAP financial measure. The Company reports segment results in a manner consistent with management's internal reporting of operating results to the chief operating decision maker (the Chief Executive Officer) for purposes of evaluating segment performance.
Reported EBITDA is not a measure of financial performance under GAAP. Items excluded from Reported EBITDA are significant components in understanding and assessing financial performance. Reported EBITDA should not be considered in isolation or as an alternative to, or substitute for, net income, net change in cash and cash equivalents or other financial statement data presented in the Consolidated Condensed Financial Statements as indicators of financial performance or liquidity. Because Reported EBITDA is not a measurement determined in accordance with GAAP and thus is susceptible to varying calculations, Reported EBITDA as presented may not be comparable to other similarly titled measures of other companies.
The Company utilizes Reported EBITDA in evaluating performance of the Company and in allocating resources to its segments. Mountain Reported EBITDA consists of Mountain net revenue less Mountain operating expense plus or minus Mountain equity investment income or loss plus gain on litigation settlement. Lodging Reported EBITDA consists of Lodging net revenue less Lodging operating expense. Real Estate Reported EBITDA consists of Real Estate net revenue less Real Estate operating expense plus gain on sale of real property. All segment expenses include an allocation of corporate administrative expenses. Assets are not allocated between segments, or used to evaluate performance, except as shown in the table below.
The following table presents financial information by reportable segment, which is used by management in evaluating performance and allocating resources (in thousands):
Retail/rental
Total Mountain net revenue
Total Resort net revenue
Operating expense:
Total Resort operating expense
Reported EBITDA:
Total Reported EBITDA
Reconciliation to net income attributable to Vail Resorts, Inc.:
11. Stock Repurchase Plan
On March 9, 2006, the Company's Board of Directors approved the repurchase of up to 3,000,000 shares of common stock and on July 16, 2008 approved an increase of the Company's common stock repurchase authorization by an additional 3,000,000 shares. During the three and nine months ended April 30, 2015 and 2014, the Company did not repurchase any shares of common stock. Since inception of its stock repurchase program through April 30, 2015, the Company has repurchased 4,949,111 shares at a cost of approximately $193.2 million. As of April 30, 2015, 1,050,889 shares remained available to repurchase under the existing repurchase authorization. Shares of common stock purchased pursuant to the repurchase program will be held as treasury shares and may be used for the issuance of shares under the Company's employee share award plan.
12. Income Taxes
The Company had Federal net operating loss ("NOL") carryforwards that expired in the year ended July 31, 2008 and were limited in deductibility each year under Section 382 of the Internal Revenue Code. The Company had only been able to use these NOL carryforwards to the extent of approximately $8.0 million per year through December 31, 2007 (the "Section 382 Amount"). However, during the year ended July 31, 2005, the Company amended previously filed tax returns (for tax years 1997-2002) in an effort to remove the restrictions under Section 382 of the Internal Revenue Code on approximately $73.8 million of NOL carryforwards to reduce future taxable income. As a result, the Company requested a refund related to the amended returns in the amount of $6.2 million and reduced its federal tax liability in the amount of $19.6 million in subsequent returns. These NOL carryforwards relate to fresh start accounting from the Company's reorganization in 1992. During the year ended July 31, 2006, the Internal Revenue Service ("IRS") completed its examination of the Company's filing position in these amended returns and disallowed the Company's request for refund and its position to remove the restrictions under Section 382 of the Internal Revenue Code. The Company appealed the examiner's disallowance of these NOL carryforwards to the Office of Appeals. In December 2008, the Office of Appeals denied the Company's appeal, as well as a request for mediation. The Company disagreed with the IRS interpretation disallowing the utilization of the NOL's and in August 2009, the Company filed a complaint in the United States District Court for the District of Colorado against the United States of America seeking a refund of approximately $6.2 million in Federal income taxes paid, plus interest. On July 1, 2011, the District Court granted the Company summary judgment, concluding that the IRS's decision disallowing the utilization of the NOLs was inappropriate. The computations themselves, however, remained in dispute, and the District Court's ruling was subject to appeal by the IRS. Subsequently, the District Court proceedings were continued pending settlement discussions between the parties.
The Company also filed two related tax proceedings in the United States Tax Court regarding calculation of NOL carryover deductions for tax years 2006, 2007, and 2008. The two proceedings involved substantially the same issues as the litigation in the District Court for tax years 2000 and 2001 in which the Company disagreed with the IRS as to the utilization of NOLs. Like the District Court proceedings, the Tax Court proceedings were continued pending settlement discussions between the parties.
On January 29, 2015, the parties completed the execution of a comprehensive settlement agreement resolving all issues and computations in the above mentioned pending proceedings, which allowed the Company to utilize a significant portion of the NOLs. As a result, the Company reversed $27.7 million of other long-term liabilities related to uncertain tax benefits, and recorded income tax benefits of $23.8 million for the utilization of the NOLs, including the reversal of accrued interest and penalties, within its Consolidated Condensed Statements of Operations for the nine months ended April 30, 2015.
13. Guarantor Subsidiaries and Non-Guarantor Subsidiaries
The Company's payment obligations under the 6.50% Notes (see Note 4, Long-Term Debt) are fully and unconditionally guaranteed on a joint and several, senior subordinated basis by substantially all of the Company's consolidated subsidiaries (collectively, and excluding Non-Guarantor Subsidiaries (as defined below), the "Guarantor Subsidiaries"), except for Eagle Park Reservoir Company, Larkspur Restaurant & Bar, LLC, Black Diamond Insurance, Inc., Skiinfo AS and certain other insignificant entities (together, the "Non-Guarantor Subsidiaries"). APII and the Employee Housing Entities are included with the Non-Guarantor Subsidiaries for purposes of the consolidated financial information, but are not considered subsidiaries under the indenture governing the 6.50% Notes. On May 1, 2015, the Company redeemed the outstanding aggregate principal amount of its 6.50% Notes (see Note 4, Long-Term Debt) which upon redemption released the Company's consolidated subsidiary guarantees.
Presented below is the consolidated financial information of the Parent Company, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries. Financial information for the Non-Guarantor Subsidiaries is presented in the column titled "Other Subsidiaries." Balance sheets are presented as of April 30, 2015, July 31, 2014, and April 30, 2014. Statements of operations and statements of comprehensive income are presented for the three and nine months ended April 30, 2015 and 2014. Statements of cash flows are presented for the nine months ended April 30, 2015 and 2014. As of April 30, 2014, the Company revised its classification of advances to Parent in the amount of $520.1 million to properly present it as contra equity in the Supplemental Consolidating Condensed Balance Sheet from advances to Parent within total assets. The Company has determined that this revision is not material to the Supplemental Consolidating Condensed Balance Sheet.
Investments in subsidiaries are accounted for by the Parent Company and Guarantor Subsidiaries using the equity method of accounting. Net income (loss) of Guarantor Subsidiaries and Non-Guarantor Subsidiaries is, therefore, reflected in the Parent Company's and Guarantor Subsidiaries' investments in and advances to (from) subsidiaries. Net income (loss) of the Guarantor Subsidiaries and Non-Guarantor Subsidiaries is reflected in Guarantor Subsidiaries and Parent Company as equity in consolidated subsidiaries. The elimination entries eliminate investments in Other Subsidiaries and intercompany balances and transactions for consolidated reporting purposes.
Supplemental Consolidating Condensed Balance Sheet
Eliminating
Investments in subsidiaries
Advances to affiliates
Long-term debt due within one year
Advances from affiliates
Total Vail Resorts, Inc. stockholders' equity (deficit)
Advances to Parent
Total stockholders' equity


Three different times in the past week we discussed the cost of taking a job.
We discussed the cost a job can have on our health, family, relationships, community and even the cost of travel, clothing, lunches, parking, etc.
Here is a video on the topic.


text:
package com.dianping.cat.component;

import org.junit.Assert;
import org.junit.Test;

import com.dianping.cat.component.lifecycle.DefaultLogger;
import com.dianping.cat.component.lifecycle.DefaultLogger.Output;
import com.dianping.cat.component.lifecycle.Logger;
import com.dianping.cat.component.lifecycle.Logger.Level;

public class LoggerTest {
	@Test
	public void testAPI() {
		ComponentContext ctx = new DefaultComponentContext();
		Logger logger = ctx.lookup(Logger.class);

		logger.debug("Hello, %s", "world");
		logger.info("Hello, %s", "world");
		logger.warn("Hello, %s", "world");
		logger.error("Hello, %s", "world");
	}

	@Test
	public void testLevel() {
		ComponentContext ctx = new DefaultComponentContext();
		Logger logger = ctx.lookup(Logger.class);
		final StringBuilder sb = new StringBuilder();

		ctx.registerComponent(Logger.class, new DefaultLogger().output(new Output() {
			@Override
			public void write(Level level, String message, Throwable cause) {
				sb.append('[').append(level).append("]").append(message).append(", ");
			}
		}));

		// level is DEBUG
		sb.setLength(0);
		logger.setLevel(Level.DEBUG);
		logger.debug("debug");
		logger.info("info");
		logger.warn("warn");

		Assert.assertEquals("[DEBUG]debug, [INFO]info, [WARN]warn, ", sb.toString());

		// level is INFO
		sb.setLength(0);
		logger.setLevel(Level.INFO);
		logger.debug("debug");
		logger.info("info");
		logger.warn("warn");

		Assert.assertEquals("[INFO]info, [WARN]warn, ", sb.toString());

		// level is WARN
		sb.setLength(0);
		logger.setLevel(Level.WARN);
		logger.debug("debug");
		logger.info("info");
		logger.warn("warn");

		Assert.assertEquals("[WARN]warn, ", sb.toString());
	}

	@Test
	public void testUserDefinedLogger() {
		ComponentContext ctx = new DefaultComponentContext();
		final StringBuilder sb = new StringBuilder();

		Logger oldLogger = ctx.lookup(Logger.class);

		oldLogger.info("message");
		Assert.assertEquals("", sb.toString());

		ctx.registerComponent(Logger.class, new DefaultLogger().output(new Output() {
			@Override
			public void write(Level level, String message, Throwable cause) {
				sb.append(level).append(": ").append(message);
			}
		}));

		// new logger will use the new Logger
		Logger newLogger = ctx.lookup(Logger.class);

		newLogger.info("message");
		Assert.assertEquals("INFO: message", sb.toString());

		// old logger should use the new Logger
		sb.setLength(0);

		oldLogger.info("message");
		Assert.assertEquals("INFO: message", sb.toString());
	}
}

redpajama_set_name: RedPajamaGithub


text:
using System;
using System.Collections.Generic;
using System.Reflection;

using Microsoft.VisualStudio.TestTools.UnitTesting;

using Clifton.Core.TemplateEngine;

namespace Tests
{
	[TestClass]
	public class CompilerTests
	{
		[TestMethod]
		public void BasicCompilation()
		{
			List<string> errors;
			Assembly assy = Compiler.Compile(@"
using System;
using Clifton.Core.TemplateEngine;

public class RuntimeCompiled : IRuntimeAssembly
{
	public string HelloWorld()
	{
		return ""Hello World"";
	}

    public string Print(string something)
	{
		return ""This is something: "" + something;
	}
}
", out errors);

			if (assy == null)
			{
				errors.ForEach(err => Console.WriteLine(err));
			}
			else
			{
				ITestRuntimeAssembly t = (ITestRuntimeAssembly)assy.CreateInstance("RuntimeCompiled");
				string ret = t.HelloWorld();
				Assert.AreEqual("Hello World", ret);
			}
		}
	}
}


text:
Framed Photograph of American Linden
This photograph of an American linden is one of forty-nine framed black and white photographic prints bequeathed to the Smithsonian by William F. Bucher of Washington, D.C. Bucher, a cabinetmaker, framed each photograph in wood of the same species as the tree depicted in the print. The photos were displayed in a special exhibition, Our Trees and their Woods at the United States National Museum in 1931.
The tree depicted in this photograph was located on the grounds of the U.S. Capitol in Washington, D.C., and the image was made by William Bucher. The frame is made of linden wood.
frame maker
Bucher, William F.
AG.115767.35
AG*115767.35
Framed Photograph of Peirce Mill
This photograph of Peirce Mill is one of forty-nine framed black and white photographic prints bequeathed to the Smithsonian by William F. Bucher of Washington, D.C. Bucher, a cabinetmaker, framed each photograph in wood of the same species as the tree depicted in the print. The photos were displayed in a special exhibition, Our Trees and their Woods at the United States National Museum in 1931.
The oak tree depicted in this photograph was located by Peirce Mill in Rock Creek Park, and the image was made by William Bucher. The frame is made from oak taken from the sluice box of the mill that had been in the water for more than 100 years.
Framed Photograph of a White Ash Tree
This photograph of a white ash tree is one of forty-nine framed black and white photographic prints bequeathed to the Smithsonian by William F. Bucher of Washington, D.C. Bucher, a cabinetmaker, framed each photograph in wood of the same species as the tree depicted in the print. The photos were displayed in a special exhibition, Our Trees and their Woods at the United States National Museum in 1931.
The tree depicted in this photograph was located on the grounds of the U.S. Capitol in Washington, D.C., with the Capitol visible in the background. The image was made by William Bucher. The frame is made of white ash veneer on chestnut, with an ebony back band and an Andaman padauk glass bead.
Framed Photograph of an Andaman Padauk Tree
This photograph of an Andaman padauk tree is one of forty-nine framed black and white photographic prints bequeathed to the Smithsonian by William F. Bucher of Washington, D.C. Bucher, a cabinetmaker, framed each photograph in wood of the same species as the tree depicted in the print. The photos were displayed in a special exhibition, Our Trees and their Woods at the United States National Museum in 1931.
This photo was taken by the Forest Research Institute in Dehra Dun, India. The frame has a veneer made of Andaman padauk on a tulip poplar back, the glass bead is satin wood and the back bead is stained black Andaman padauk.
"Photography"
"Washington"
frames 4
photograph & frame 4
Work and Industry: Agriculture 2
Work and Industry: Agriculture and Natural Resources 1
Work and Industry: Forestry 1

redpajama_set_name: RedPajamaCommonCrawl


text:
Southern Mail
Home Entertainment Merle at the Baxter
Merle at the Baxter
Marc Lottering plays the role of Aunty Merle.
Aunty Merle the Musical returns to the Baxter Theatre from Monday December 3 to Saturday January 5.
Written by comedian Marc Lottering, and directed by Lara Foot, the show includes a live band.
High drama unfolds in Belgravia Road, Athlone, when Merle's daughter Abigail (Tracey-Lee Oliver) announces her engagement to her Bantry Bay boyfriend Alan (Paul du Toit). But it's never smooth sailing in the world of musicals.
Abigail's twisted and corrupt ex, Denver Paulse (Loukmaan Adams), who holds a dodgy top job with the SABC, is determined to get her back. If not, he threatens to reveal a very dark secret which is bound to tear the lovers apart.
Performances are Monday to Friday at 7.30pm and Saturdays at 2pm and 7.30pm. On New Year's Eve, Monday December 31, the show is at 8.30pm.
Ticket prices range from R100 to R195. Book though Webtickets, Pick * Pay stores or the Baxter Box Office on 021 685 7880, Monday to Saturday, from 8am to 8pm.
For discounted block bookings, charities, corporate bookings and fund-raisers call the Baxter Sales department on 021 680 3962 or 021 680 3993.
Previous articleMobile X-ray service introduced
Next articleDon't get carried away on Black Friday
Community groups tackle topics of history and ethics in Xhosa plays
Read of the Week
Celebrating Khoisan heritage
News Feb 28, 2018
St Paul's rich heritage
News Jan 24, 2018
Mother's Day treats
LOFOB'S celebrating 85 years of service
Entertainment May 16, 2018
The Southern Mail (formerly the Southern Mail Shopper) was established in 1986 and renamed Southern Mail in 2009. This long established popular community title includes the key shopping centres Ottery Hypemarket and Blue Route Mall within its distribution area.
Dynamo magic
Healing through art
Entertainment May 9, 2018


text:
Sandstorm – Desert Warrior EP review
Winterage – The Inheritance of Beauty Review
Malakhim – Theion Review
With the Passing of Alexi Laiho, Metal Has Lost a True Icon
Mike interviews Brian Tatler from Diamond Head
Expanding your horizons!
Metal Utopia
Albums of the Month
Lyric Analyses
Community Manager Wanted
Interviewers wanted
Reviewers Wanted
Sabaton Interview with Joakim Brodén
Rutger - 28. June 2019 28. June 2019
After having seen the band play live only two days earlier, last Tuesday, I had the honor of interviewing Sabaton's singer, Joakim Brodén. We talked about their upcoming record, The Great War, which is to be released July 19th, about writing music, and about playing concerts and festivals.
First of all, how did you come up with the theme of the First World War for your new record?
I think it started around eleven years ago, actually, when we were doing research for Art of War. We covered two events of the WWI on that album, the first one is Cliffs of Gallipoli and the second one is the the Battle of Passchendaele in The Price of a Mile. And we were looking for specific events that correlated with the book Art of War, basically, so we couldn't dig too deep into it, but we immediately saw that there was so much from WWI that correlated with what Sun Tzu wrote and I think ever since, we had that in the back of our heads, like "Man, one day we should do an album about the First World War." It took us about eleven years to finish it [laughs].
How did you do the songwriting? Did you think of the themes or the lyrics first, did you start with the music, or was it at the same time?
We had a few musical ideas when we basically decided on the topic and finalized it, but most of the music was written after we had the topic of The Great War in mind. However, not all songs were written with the exact battle that it was about in mind. In many cases, we knew it was gonna be about WWI, and you start writing. Sometimes you have an idea of what it's gonna be about, and that idea kind of crystallizes as you're writing the music. For example, when I was writing the second-to-last track, The End of the War to End All Wars, I already knew it was gonna be a retrospect. I sort of had the title, and I knew it was gonna be from a perspective of somebody standing on the 11th of November when the last shot had been fired and thinking back over the past four years.
And how do you do the writing for the music? Do you start by improvising? Or do you start with pen and paper?
Ooh, that's different for every time, sometimes it's an idea that pops into my head, sometimes I play around with a keyboard, a guitar, or rhythms, it's hard to say, there's equal opportunities. The one thing I can say that's rarely been done is pen and paper [laughs]. I mean, a lot of songs have even started with me just singing into my phone.
Which of the battles on the upcoming album is your favourite?
Story-wise, let's think, I guess it's A Ghost in the Trenches, fantastic story, because it was a what-the-fuck-moment for me when I discovered it, like "Oh man, how come I've never heard this story before?!" It's about a native Canadian sniper, Francis Pegahmagabow, volunteering and he basically fought the whole war.
And what battle that you really liked didn't make it to the album?
Oh, there's so many, man, I think one of the favourite stories is about the Harlem Hellfighters. I was absolutely sure it was gonna be on the album, but we didn't have the right song for it. It's about this group of African-American soldiers, and nobody wanted to fight alongside them, because it was different times, people didn't know better. However, quite soon, they realised that no one wanted to fight against them either, because they were savages in battle. And, come on, it's a perfect song title already in the name: fucking Harlem Hellfighters!
Now, has your songwriting changed over time?
Yeah, well both from a technical standpoint and also from a personal standpoint, I mean, up until Carolus Rex, I was the only songwriter in Sabaton. Now, on the new album we have a few songs that I did with the guitarists as well, that's really nice, to not be the only one doing it, you know? And technology-wise, when I started writing songs, you did that with a friend in the rehearsal room, and maybe record it on some kind of device you had. Already since I was a teenager, I had an old Amiga computer with a sampler on it, so I sampled my own guitar sounds and did it on trackers, actually. This was way before sequencers and everything came along. So the first one was four channels, four sounds could play simultaneously, that was the limit. Now, when I do a pre-production in my studio, it's pretty clear what needs to be done, basically.
To me, the tecnhology doesn't really matter, it's a tool. No matter what it is, I'm not attached to any one way of writing or recording music. Sometimes it's actually good for your creativity to try something you haven't tried before, or use an instrument you haven't played before. Even, sometimes it's good to set yourself some limitations to get on. Because when I sit down in front of my studio computer these days, I have everything there. I can do whatever crazy guitar sound I want, if I wanna bring up a whole fucking orchestra, I can do that, if I want evil synthesizers from hell, I can do that, and everything is within just a few clicks away. So it's easy to produce music, you can write something and then you just add orchestras or synths or effects and it sounds good, and that's a big danger. I'm not gonna say any names here, but unfortunately I think there's a whole lot of bands who are doing it these days. I mean, I'm not saying all of them are bad, in any way, there are some beautiful examples of people who have good stuff, but in many cases I think it's just a half-decent song, not really good, and then they just add 25 synthesizers, 40 orchestras, and 2000 cool effects until it sounds good and yeah, it's cool to hear it once, but that's it.
It's a way different thing, I love setting limitations for myself. When I did the song Smoking Snakes from Heroes, I decided I wasn't gonna touch the computer until I'd have composed the whole song, and I can only use a piano. So that song was written, from beginning to end, only by me on a piano. And then I Sabatonized it, of course. So was the case for A Lifetime of War and parts of Long Live the King.
And talking about technological developments, for instance platforms like Spotify, are those also changing your way of songwriting?
No, not really, but I think it changes how you think of an album, in many ways. The songwriting hasn't changed a lot. I write a song and the only thing I care about is that it's good.
But absolutely, technically there is a whole lot to use but releasing an album takes a whole lot of time. I understand it, and I have nothing against it, but it feels weird. This album has been done since February. I mean, obviously then you need to get the PR done, do the artwork, you know, all of that. Then interviews, releasing singles, pressing, sending the CDs out, it's like "Really? Come on, for fuck's sake, we live in the 21st century! We could have had that fucking piece of music in our fan's phones or computers, however they prefer to listen to it. They could've had access to it fucking 48 hours after we gave the go!" I find it a little bit frustrating that the music industry is so backwards, I mean fighting against it instead of using technology to your advantage and that's what they've been doing from day one, that's why the music industry is in the state it is now.
Now something else, about the current tour, you brought a choir with you to the festivals, is this the first time you did something like this?
Yeah, we've done two shows with orchestras before, but this is the first time with a choir. I mean, it makes total sense, we already had so much choral work already within our music, so it's not like we're slapping on something that isn't there. We're just taking a very important and powerful element of our music, which is the backing vocals and the big choir sound, and we're making it stronger. So for me it makes total sense since day one, you know?
And how do you experience playing live with a choir behind you?
Well, we normally don't have choirs on backing tracks, just the keyboards, so it feels stronger, much stronger. But yeah, even when we did it with an orchestra we had the keyboards through the backing track, except for The Final Solution, which we did totally orchestrated. So, I mean, we adapt to the situation I guess, whichever we feel is better is the way we're gonna do it. Obviously we don't want to remove the synthesizers, because it's a big part of our music, but on the other hand, nor do we want to put a choir on a backing track while we can bring a real choir [laughs].
How do you experience playing live on a festival in comparison to a concert?
It's really different, especially the choice of set list. You can't be really that adventurous on a festival. One of the key points on a festival is that people are there to have a good time and to drink beer. So we usually do more of a party set, you know? We throw in a few unexpected ones, but not too much.
On a headline concert, you can take bigger risks. You can play something you've never played live before, or something from an album that's ten or fifteen years back in time. And most of the people there will have heard of them, because it's a headline show, so you have a much larger chance of somebody actually appreciating the fact that we're playing something from let's say Attero Dominatus.
And do you have a preference between playing in concert or on a festival?
Well, I like the mix. We're so lucky in many ways that obviously festivals and concerts both work well for us and I like the variation. It's the same thing with us, depending on where we play. If we play in certain parts in Europe we're having, I don't know, twelve to fifteen thousand as a headliner on our own concert, whereas if we play in America we play for two thousand, maybe. We also have that difference in numbers of how many people are coming to the concerts. I like it to keep it diverse, because the concerts would get boring if you did it exactly the same every day.
So how do you avoid that playing live becomes a routine?
Well, what's different is the crowd. We have so many fans coming to the concerts, I'm always kind of entertaining myself with seeing how many people I recognize at a concert. I'm shit with names, so I've already given up on that, but faces I'm good with, so for instance we're at a concert in America and I see someone from Germany, maybe I'll bring that up between the next two songs. The variation for us is very natural. Since we sing about military history, our fans are going to want different set lists depending on which country you're in. I mean, if you're a band that sings about killing dragons or driving cars or drinking beer, whatever it is, those things are kind of universal. In our case, every country will want to hear different songs.
What do you think of other bands portraying war or battles?
I really like it. I mean, it's not like I feel threatened or like someone is pissing on our territory, I love history, I'm passionate about it. I'm not an expert, by any means, but I really like it. Not just military history, but all of it. Maiden has done stuff like that in the past as well, and I find them more interesting, so I'm just happy. I mean, I would probably not be offended, but maybe laughing if another band came around in camo pants and only singing about military history, that would be like "ha ha, been done before guys."
And lastly, what historical figure would you like to crack open a cold one with?
Ooh, really good question. I'm thinking it's gonna be pretty recent history, actually. Because, you know, you couldn't say Leonidas, the king from 300 Spartans. What would you have in common with him? Anything you know about life and technology would be totally news to him. So I guess it'd be Erwin Rommel, just to see how much he knew about that plot about killing Hitler and how much of a gentleman soldier, as they say about him, he actually was. Tactics, also being a front line leader, I have a lot of respect for him. The same goes for General Patton as well.
Devil With No Name Interview
Wild - Sin Piedad Review
Mike LePond's Silent Assassins - Whore of Babylon Review
Atavistia Interview
Rutger is a student from the Netherlands who, apart from his passion for the Spanish language, literature & culture, loves playing black metal and classical music.
Tagged Power Metal
Upcoming Albums – June, 28th
Burial in the Woods – Church of Dagon Review
Pick a genre!
Alternative Metal Ambient Atmospheric Black Metal Avant-Garde Blackened Death Metal Black Metal Brutal Death Metal Dark Ambient Death/doom Deathcore Death Metal Doom Metal Drone Folk Folk Metal Funeral Doom Gothic Metal Grindcore Groove Metal Hardcore Hard Rock Heavy Metal Industrial Metal Melodic Death Metal Melodic Metal Metalcore Noise rock Nu-Metal Post-Black Metal Post-Metal Power Metal Progressive Death Metal Progressive Metal Progressive Rock Psychedelic rock Shoegaze Sludge Sludge Metal speed metal Stoner Metal Symphonic Symphonic Black Metal Symphonic Metal Technical Death Metal Thrash Metal


Geranium (Pelargonium graveolens) has a wonderfully uplifting and calming, flowery scent. It is excellent for the skin, and its aromatic influence helps release negative memories.
Blends well with: Bergamot, Grapefruit, Lavender, Rosemary, Sandalwood, Lime, Patchouli.


USSD is part of our daily lives – without us noticing. Topped up data recently on your phone? You used USSD. Confirmed a money transaction on your phone? You used USSD. Entered a competition on your phone? Yup, USSD. It is simply everywhere!
USSD, or Unstructured Supplementary Service Data, works on the principle that you participate in two-way communication (known as "pull" services) based on a menu of options and numbered responses, following a series of questions and answers presented by these. You are prompted to select an option which then leads to another set of options to narrow down your request, finally confirming what you want done. This process can be done in two steps or in many – it depends on what the USSD service is being used for. You also get "push" services where you get information about events, products, promotions, etc. via notifications.
So how can you use USSD in your business?
Few people like speaking to an automated voice response system, but USSD provides an alternative where customers and provide feedback on service, order from a menu, subscribe to services or check FAQs.
No longer do you need to go into a branch or find an ATM – you can do your business banking from your phone no matter where you are or what the time is using a USSD-based menu system.
When you get a new phone and insert your SIM card, you are prompted to activate or update your settings – you are using USSD to make a long process much easier and streamlined.
Whether it's your favourite pizza place finding out what new pizza toppings customers would like or your political party checking whether you have voted or not, USSD makes this process more convenient for the customer, with more accurate results.
While we wouldn't advise this in cases of serious medical conditions or severe illness, there are services where you feed in symptoms and can get medical advice by process of elimination via USSD menus.
USSD has entrenched itself in our lives and is a fast and convenient method to communicate with customers. It lowers costs as it is extremely affordable to implement, and also is a less time-consuming form on instant communication with your customers.
TO FIND OUT MORE ABOUT USSD AND DETERMINE HOW USSD CAN BENEFIT YOUR BUSINESS, CONTACT STRATEGIX TODAY!


Just off of Highway 3 and only 20 minutes west of I 55, this little honey hole is ready to go! There are 51 total acres & nearly 40 are formed with a well in place for flooding rice fields and duck hunting. (AND rented annually for rice crop at $200 per acre!) Besides ducks, the property has year-round entertainment with a fishing hole by the cabin and a sunflower field across the pond to watch the doves flock in! On the east levee, there's a box stand ready and waiting for you to take your big buck.
The spacious 4BR 3BA hunting cabin was totally gutted and remodeled in 2012 and is built to entertain! It features two wood-burning stone fireplaces, covered porches, a vaulted ceiling, wet bar, two HVAC units, and an open floor plan. There's room for a crowd with three of the bedrooms being bunk rooms, and the 4th being a separate master bed and bath suite. Out back there's a big workshop for storage and plenty of parking for all your toys. Another plus? This turn-key duck operation is only 30 minutes from the Tunica airport, casinos, & hotels!
Driving Directions: From I 55, take the Sardis exit west onto Main Street/Hwy 315. Go through town and cross over Hwy 51. Then continue west for about 18 miles and the property will be on the right.
Just click on a photo below to begin the virtual tour!


One-hundred and ten years is a long time in anyone's book, especially when it comes to building motorcycles. It's hard enough to feel passionate about anything for so long let alone beyond generations. That's why you have enthusiasts building motorcycles for enthusiasts because nobody else can. Some dreams die with the dreamers, but in the case of the Harley-Davidson Motor Company it has kept the dream alive in all of us. In a time when wool suits were the proper riding apparel to ride your motorcycle, Harley-Davidson has been there to see the transformation of the culture and lifestyle of bikers to where it is today. Roads were being built, highways were being connected and destinations became real. What started out as a different kind of transportation 110 years ago, became a form of recreation and a lifestyle for so many. A combination of steel and style moves a nation both physically and emotionally and Harley-Davidson Motorcycles have been there through it all.
Just as any company knows, as time ticks by there are ups and downs, twists and turns, but it turns out that is the exact same thing we enthusiasts seek out when it comes to the roads we travel. It is "the ride" that gets you through it and whether it's business or pleasure, we take the road less traveled because it is who we are and always will be. Nobody said "the ride" would be easy, but if nothing else, it has always been fun. Moving bodies and souls at the same time was probably not something the Harley and Davidson boys thought much about, but that's how things ended up. It is Harley-Davidson that represents this country in a way that only it can and it changes you. Freedom, Pride, Emotion and American are a few things that come to mind, and we haven't even looked at what it's done to so many from a life-changing experience – and Harley-Davidson Motorcycles change lives. It's brought people together and created a community around the world to the point of being a universal language – and it knocks down walls that are invisible and man-made.
Nobody said it would be easy, because easy wasn't a concern 110 years ago. You rolled up your sleeves and you worked hard. You got your hands dirty and you brought your lunch in a pale. You were happy to be working with your hands and you didn't think about life 100 years from then; we still don't. But we dreamed, and we still do. And it is dreams that makes this country great, so we keep dreaming. For every road we travel down on our Harley-Davidson, someone before us has traveled that same road on their Harley-Davidson. Whether your ride in Rome Italy or Rome Wisconsin, there's a good chance you're not the first one there with your motorcycle. But knowing that also gives you a sense of belonging to something greater than the road traveled. It was created by men with a dream and a willingness to chase that dream on the creation before them. Just like we do today.
It has become a passion for which we have no control over. That passion is transformed into an expression of who we are, and where we are going – both in the sense of motion and emotion. To say Harley-Davidson has changed the way we put our lives into perspective would be an understatement. Some things have no explanation, and we accept that. This motorcycle has helped people through their ups and downs and the twists and turns that life has thrown at them, and it has been a member of the family that has been passed on through generations. It is a symbol and extension of our inner selves that only we know, and that only a few can understand.
So we ride. We ride like those did 110 years ago, and those that will ride when we no longer can. I've seen where Harley-Davidson has been, but I can't see where this road will take us, but I guarantee it will be a great ride. Here's to 100 more years Harley-Davidson!


text:
var number = require('as-number')
var array = require('array-range')
var hsv2rgb = require('color-convert').hsv2rgb
var random = require('randf')

module.exports = function(n) {
    n = number(n, 50)
    return array(n).map(function() {
        var h = random(0, 360),
            s = random(40, 50),
            v = random(40, 80)
        return hsv2rgb([h, s, v])
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With just your fingers, a ruler, and some yarn you can create 18 easy, fun weaving projects including scarves, wraps, blankets, pillows and other items. Three basic weaving techniques make all of the projects in this book, and every step is illustrated so that it is easy to get started. You can expand on the basics with fun finishes, such as Necktie Knots, the Braided Loop, and Twisted Fringe, and mix and match techniques to suit your own styles.
Anyone interested in yarn crafts--those already knitting. weaving, or crocheting, or those who may be intimidated by those crafts and looking for an easy way to create something from yarn. This is a unique approach to weaving that requires no special tools and allows you to create a beautiful finished project with just your fingers.


text:
Dulwich Society News
Party in the Pavilion :The Society held a very successful summer party in the Pavilion at Dulwich Picture Gallery in June. One hundred and fifty members who applied for tickets were able to enjoy the evening and to go on conducted walks in the Gallery grounds led by Ian McInnes who talked about the architecture of the Gallery and Daniel Greenwood who spoke about the surprisingly large number of different trees in the grounds.
On Monday 18th September, the eighty members who applied but were unable to get tickets (the event was limited to 150 attendees) will be entertained with a different programme in view of the fading light. Brian Green will give an illustrated talk in the Pavilion about Dulwich's former farms, Ian McInnes will lead a further walk and there will be a barbershop singing group.
Crown & Greyhound: The pub finally re-opened in the middle of June and there was a well-attended opening party on Thursday evening, 29 June. The interior is much as people remember, though cleaner and brighter, and with new furniture. There were some initial negative comments about the kitchen but hopefully the food and service will improve as it settles down. The rear garden is very pleasant and the hotel section, run under the 'Inn keepers' Lodge' brand, appears to be popular - it was full within a few days.
Scheme of Management Office: Eve Shepherd has now joined the SoM office to assist Nina Rees. She works mornings 5 days a week and will be in charge of registering and progressing building licence applications. The SoM has also changed its policy over non-contentious applications. If there are no objections, and the licence goes through under delegated powers, Estate Trustees will no longer have ten days to comment. They will have to respond within the initial 21-day consultation. This should mean that these applications are dealt with in 4-6 weeks rather than 6-8 weeks as at present.
Inappropriate Commercial development in Ryecotes Mead: Despite a large number of objections from the residents on the estate, and from the Society, the Estate appears to have agreed to allow one of the maisonettes to be used as a private gynaecological clinic. This will seriously impact on the limited parking on the estate and cause considerable inconvenience to residents. It also sets an unfortunate precedent in allowing a commercial development on a private estate. The Society had hoped that the Estate's expressed desire to improve its relations with residents would have led to a different outcome.
Grove Tavern Design Charrette: Now that the Half Moon Hotel and the Crown and Greyhound are open, only one pub on the Dulwich Estate remains closed, the Grove Tavern - on the corner of Lordship Lane and Dulwich Common. It has been shut since 2012 following a fire. The tenant, Stonegate, has around 8 years left on its lease and is still paying rent, rumoured to be in the order of £100,000 per annum and it is now pretty clear that they have no intention of reopening it. The Dulwich Estate did have some discussions with Southwark Planners but they could not agree a way forward and, although the site is identified as a development site in the new draft Southwark Plan, the planners have also said that they want the old pub to remain - impasse! An application to designate the pub as an Asset of Community Value (ACV) was rejected and the site is vacant with the building gradually deteriorating – a real eyesore at one of the major entrances to Dulwich.
The Society has obtained some funding from Southwark Council to run a design charrette – a workshop where local residents and other interested parties can discuss different options for the site – should it remain as a pub or should it be redeveloped? Hopefully the event will be held in late September or early October, look out for more information in the eNewsletter or on the Society's website.


DAVIDSON COUNTY, N.C. — Deputies with the Davidson County Sheriff's Office have identified a suspect in last week's road rage shooting.
Corey Alexander Graham, 23, is wanted for one count of assault with a deadly weapon inflicting serious injury.
Deputies responded to Queens Road off East Center Street on April 23 in reference to a shooting investigation, according to a release.
The victim told authorities that he was shot during a "road rage" incident. After further investigation, Graham was developed as a suspect in the shooting.
Anyone who has any information about this incident or Graham's whereabouts is asked to call Detective Sgt. T. Yon or Lt. C. R. Mann at (336) 242-2105.


Give the gift of Music Together®! You can purchase gift certificates online!
Many people are surprised when they go to register for a Music Together class and find that the age range for most of the classes is from birth through five years old. There are many reasons why Music Together classes are mixed age. One being that a child's age does not necessarily correlate with their musical development and another being that the main interactions are between the parent and child. Additionally, younger children benefit from observing the older children and older children are given many opportunities to lead and see how far they've come. Please read Why Mixed Ages?, an interview done with parents at a center in New York City getting parents thoughts about the mixed age setting. Come try a class and see for yourself!
Big Kids Family Music® !
Big Kids Family Music classes for children ages 5 through 7 help to bridge the gap between the playful environment of Music Together classes and formal music instruction. Once a child can sing in tune and keep a beat, they are ready to start verbal association, so we begin to introduce tonal and rhythm sol feg. Children are given many improvisational opportunities. We use the songbook more and children help to dramatize the songs. More complex games are introduced which are engaging and individualized. During these games children are unwittingly singing 'solos' with confidence. There is plenty of opportunity for instrument play from drumming to playing pitched bells to developmentally appropriate piano keyboard activities.
We are pleased to be offering Music Together classes at the In Sync Center of the Arts beginning in the Fall on weekday mornings. Please check out their website!
Check out these great pictures and video clips from the Norton Library Demonstration class led by Erica Levesque!
Enrolled families: Please take a moment to read the current newsletter and the Classroom guidelines.
Old Colony Music Together is very happy to be offering a new class in Boston at the Susan Bailis Assisted Living Center located at 352 Massachusetts Ave. in Boston, diagonally across from Symphony Hall. Classes are being held at 9:30 AM on Mondays, call (508) 838-9815 or e-mail gwynethmarini@mac.com to drop in on the class as a free trial.
Now offering classes for older children aged 3-6. Child directed activities and games with plenty of instrument play, movement and fun! Come to a free demos in September. Go to the registration page and under class type choose 'free demo older kids' to sign up.
Music Together Celebrates 20 Years!
New families who come to a demo will receive a 20th Anniversary egg shaker!
Thanks to all the families who made contributions to this article.
Old Colony Music Together is now accepting credit cards. You can complete your registration on-line.
Music Together does not do birthday parties, but Gwyn does!
You can schedule up to two make ups per semester.