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What changed in VAIL RESORTS INC's 10-K — 2022 vs 2023

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Paragraph-level year-over-year comparison of VAIL RESORTS INC's 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+445 added−498 removedSource: 10-K (2023-09-28) vs 10-K (2022-09-28)

Top changes in VAIL RESORTS INC's 2023 10-K

445 paragraphs added · 498 removed · 340 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

120 edited+35 added−36 removed121 unchanged
Biggest changeIn the past several years, we have installed or upgraded several high speed chairlifts and gondolas across our mountain resorts, including: • the 250-acre lift-served terrain expansion in the McCoy Park area of Beaver Creek; • a new four-person high speed lift to serve Peak 7 at Breckenridge; • replacing the four-person Peru lift at Keystone with a six-person high speed chairlift; 8 • replacing the Peachtree lift at Crested Butte with a new three-person fixed-grip lift; and • an upgrade of the four-person Quantum lift at Okemo with a six-person high speed chairlift, relocating the existing four-person Quantum lift to replace the Green Ridge three-person fixed-grip chairlift. • upgrading the Daisy and Brooks fixed-grip lifts at Stevens Pass to four-person high-speed lifts; • upgrading the Teocalli fixed-grip lift at Crested Butte to a four-person high-speed lift; • installing a new four-person lift at Park City, Over and Out; and • replacing the Leichardt T-bar lift at Perisher with a new four-person lift. • Terrain Parks We are committed to leading the industry in terrain park design, education and events for the growing segment of freestyle skiers and snowboarders.
Biggest changeInvestments in the past several years include: • a new high-speed ten-person gondola at Whistler Blackcomb replacing the existing six-person gondola; • replacing Whistler Blackcomb’s existing Big Red Express high-speed four-person lift with a high-speed six-person lift; • a new high-speed four-person lift in Vail’s Sun Down Bowl; • replacing the four-person lift in Vail’s Game Creek Bowl with a new high-speed six-person lift; • replacing Breckenridge’s fixed-grip double Rip’s Ride lift with a high-speed four-person lift; • a new high-speed six-person chair replacing Northstar’s Comstock four-person lift; • replacing Heavenly’s fixed-grip triple North Bowl lift with a high-speed four-person lift; • replacing 11 existing lifts at Stowe, Mount Snow, Attitash, Boston Mills, Brandywine, Jack Frost and Big Boulder with new high-speed and fixed-grip lifts; • the 250-acre lift-served terrain expansion in the McCoy Park area of Beaver Creek; • a new four-person high speed lift to serve Peak 7 at Breckenridge; • replacing the four-person Peru lift at Keystone with a six-person high speed lift; • replacing the Peachtree lift at Crested Butte with a new three-person fixed-grip lift; and • an upgrade of the four-person Quantum lift at Okemo with a six-person high speed lift, and relocating the four-person Quantum lift to replace the Green Ridge three-person fixed-grip lift. • Terrain Parks We are committed to leading the industry in terrain park design, education and events for the growing segment of freestyle skiers and snowboarders.
Our resorts compete with other major destination mountain resorts, including, among others, Aspen Snowmass, Copper Mountain, Mammoth, Deer Valley, Snowbird, Palisades Tahoe, Killington, Sierra at Tahoe, Steamboat, Jackson Hole and Winter Park, as well as other ski areas in Colorado, California, Nevada, Utah, the Pacific Northwest, the Northeast, the Southwest, British Columbia, Canada and Switzerland, and other destination ski areas worldwide as well as non-ski related vacation options and destinations.
Our resorts compete with other major destination mountain resorts, including, among others, Aspen Snowmass, Copper Mountain, Mammoth, Deer Valley, Snowbird, Palisades Tahoe, Killington, Sierra at Tahoe, Steamboat, Jackson Hole and Winter Park, as well as other ski areas in Colorado, California, Nevada, Utah, the Pacific Northwest, the Northeast, the Southwest, British Columbia, Canada, Australia and Switzerland, and other destination ski areas worldwide as well as non-ski related vacation options and destinations.
As a result of the extensive amenities offered, as well as the 12 tremendous popularity of the National Park System, GTLC’s accommodations within Grand Teton National Park generally operate near full capacity during their operating season. Real Estate Segment We have extensive holdings of real property at our mountain resorts primarily throughout Summit and Eagle Counties in Colorado.
As a result of the extensive amenities offered, as well as the tremendous popularity of the National Park System, GTLC’s accommodations within Grand Teton National Park generally operate near full capacity during their operating season. Real Estate Segment We have extensive holdings of real property at our mountain resorts primarily throughout Summit and Eagle Counties in Colorado.
The ski industry statistics stated in this section have been derived primarily from data published by Colorado Ski Country USA, Canadian Ski Council, Kottke National End of Season Surveys as well as other industry publications. 7 Our Competitive Strengths We believe our premier resorts and business model differentiate our Company from the rest of the ski industry.
The ski industry statistics stated in this section have been derived primarily from data published by Colorado Ski Country USA, Canadian Ski Council, Kottke National End of Season Surveys as well as other industry publications. Our Competitive Strengths We believe our premier resorts and business model differentiate our Company from the rest of the ski industry.
Most of our marketing efforts drive traffic to our websites, where we provide our guests with information regarding each of our Resorts, including services and amenities, reservations information, virtual tours and the opportunity to book/purchase our full suite of products (e.g. lift access, lodging, ski school, rentals, etc.) for their visits.
Most of our marketing efforts drive traffic to our websites, where we provide our guests with information regarding each of our Resorts, including services and amenities, reservations information, virtual tours and the opportunity to book/purchase our full suite of products (e.g. lift access, lodging, ski and ride school, rentals, etc.) for their visits.
For the land owned by Usern Corporation, ASA and Usern Corporation have entered into a main framework concession agreement, dated August 13, 2013, which sets forth the terms and conditions for the use of the land in connection with ski infrastructure facilities in the Gemsstock and Nätschen-Gütsch-Oberalp areas (“Ursern Framework Concession”).
For the land owned by Usern Corporation, ASA and Usern Corporation have entered into a main framework concession agreement, dated August 13, 2013, which sets forth the terms and conditions for the use of the land in connection with ski infrastructure facilities in the Gemsstock and Nätschen-Gütsch-Oberalp areas (“Ursern Framework 20 Concession”).
Through our data-driven marketing analytics and personalized marketing capabilities, we target increased penetration of ski pass products, providing our guests with a strong value proposition in return for guests committing to ski at our resorts prior to, or very early into the ski season, which we believe attracts more guests to our resorts.
Through our data-driven marketing analytics and personalized marketing capabilities, we target increased penetration of ski pass products, providing our guests with a strong value proposition in return for guests committing to ski or ride at our resorts prior to, or very early into the ski season, which we believe attracts more guests to our resorts.
We pay a fixed annual rent, as well and an additional amount based on the number of skier visits, with a cap subject to semi-annual consumer price index adjustments. Australian Resorts Perisher is located in the Kosciuszko National Park, the largest national park in New South Wales, Australia.
We pay a fixed annual rent, as well and an additional amount based on the number of skier visits, with a cap subject to semi-annual consumer price index adjustments. 19 Australian Resorts Perisher is located in the Kosciuszko National Park, the largest national park in New South Wales, Australia.
Additionally, we provide several hundred acres of groomed terrain at each of our mountain resorts with extensive fleets of snow grooming equipment. • Lift Service We systematically upgrade our lifts and put in new lifts to increase uphill capacity and streamline skier traffic to maximize the guest experience.
Additionally, we provide several hundred acres of groomed terrain at each of our mountain resorts with extensive fleets of snow grooming equipment. 7 • Lift Service We systematically upgrade our lifts and put in new lifts to increase uphill capacity and streamline skier traffic to maximize the guest experience.
Many of our retail/rental locations near key population centers also offer prime venues for selling our pass products. 10 • On-Mountain Activities We are a ski industry leader in providing comprehensive destination vacation experiences, including on-mountain activities designed to appeal to a broad range of interests.
Many of our retail/rental locations near key population centers also offer prime venues for selling our pass products. • On-Mountain Activities We are a ski industry leader in providing comprehensive destination vacation experiences, including on-mountain activities designed to appeal to a broad range of interests.
Additionally, Epic Coverage provides a refund for qualifying personal circumstances including eligible injuries, job losses and many other personal events. • Premier Ski Schools Our mountain resorts are home to some of the highest quality and most widely recognized ski schools in the industry.
Additionally, Epic Coverage provides a refund for qualifying personal circumstances including eligible injuries, job losses and many other personal events. 9 • Premier Ski Schools Our mountain resorts are home to some of the highest quality and most widely recognized ski schools in the industry.
For use of the land under the lease, we pay a fee to the State of New Hampshire that includes both a base fee and a fee based on revenue from activities authorized by the lease, such as lift tickets, pass products, 19 food and beverage, summer activities and retail merchandise.
For use of the land under the lease, we pay a fee to the State of New Hampshire that includes both a base fee and a fee based on revenue from activities authorized by the lease, such as lift tickets, pass products, food and beverage, summer activities and retail merchandise.
We also promote comprehensive vacation experiences through various package offerings and promotions (combining lodging, lift tickets, ski school lessons, ski rental equipment, transportation and dining). In addition, our hotels have active sales forces to generate conference and group business.
We also promote comprehensive vacation experiences through various package offerings and promotions (combining lodging, lift 12 tickets, ski school lessons, ski rental equipment, transportation and dining). In addition, our hotels have active sales forces to generate conference and group business.
Forest Service Resorts The operations of Breckenridge, Vail Mountain, Keystone, Crested Butte, Stevens Pass, Heavenly, Kirkwood, Mount Snow, Attitash and portions of Beaver Creek and Wildcat are conducted on land under the jurisdiction of the U.S. Forest Service (collectively, the “Forest Service Resorts”).
Forest Service Resorts The operations of Breckenridge, Vail Mountain, Keystone, Crested Butte, Stevens Pass, Heavenly, Kirkwood, Mount Snow, Attitash and portions of Beaver Creek and Wildcat are conducted on land under the jurisdiction of the U.S. Forest Service 17 (collectively, the “Forest Service Resorts”).
Northstar’s village features high-end shops and restaurants, a conference center and a 9,000 square-foot skating rink. • Kirkwood Mountain Resort (“Kirkwood”) - located about 35 miles southwest of South Lake Tahoe, offering a unique location atop the Sierra Crest, Kirkwood is recognized for offering some of the best high alpine advanced terrain in North America with 2,000 feet of vertical drop and over 2,300 acres of terrain.
Northstar’s village features high-end shops and restaurants, a conference center and a 9,000 square-foot skating rink. 5 • Kirkwood Mountain Resort (“Kirkwood”) - located about 35 miles southwest of South Lake Tahoe, offering a unique location atop the Sierra Crest, Kirkwood is recognized for offering some of the best high alpine advanced terrain in North America with 2,000 feet of vertical drop and over 2,300 skiable acres.
We believe that this comparison to the upper upscale segment is appropriate as our mix of owned hotels include those in the luxury and upper upscale segments, as well as 11 some of our hotels that fall in the upscale segment.
We believe that this comparison to the upper upscale segment is appropriate as our mix of owned hotels include those in the luxury and upper upscale segments, as well as some of our hotels that fall in the upscale segment.
Our owned and managed hotels and resorts proximate to our mountain resorts, including six RockResorts branded properties and a significant inventory of managed condominium units, provide numerous accommodation options for our mountain resort guests.
Our owned and managed properties proximate to our mountain resorts, including six RockResorts branded properties and a significant inventory of managed condominium units, provide numerous accommodation options for our mountain resort guests.
Under the 1986 Act, the Forest Service has the authority to review and approve the location, design and construction of improvements in the permit area and many operational matters.
Under the 1986 Act and the Enhancement Act, the Forest Service has the authority to review and approve the location, design and construction of improvements in the permit area and many operational matters.
Additionally, our pass products compete with other multi-resort frequency and pass products in North America, including the IKON Pass, the Mountain Collective Pass and various regional and local pass products.
Additionally, our pass products compete with other single and multi-resort frequency pass products in North America, including the IKON Pass, the Mountain Collective Pass and various regional and local pass products.
Each of the Forest Service Resorts operates under a SUP, and the acreage and expiration date information for each SUP is as follows: Forest Service Resort Acres Expiration Date Breckenridge 5,702 December 31, 2029 Vail Mountain 12,353 December 1, 2031 Keystone 8,376 December 31, 2032 Beaver Creek 3,849 November 8, 2039 Heavenly 7,050 May 1, 2042 Mount Snow 894 April 4, 2047 Attitash 279 April 4, 2047 Wildcat 953 November 18, 2050 Kirkwood 2,330 March 1, 2052 Stevens Pass 2,443 August 31, 2058 Crested Butte 4,350 September 27, 2058 We anticipate requesting a new SUP for each Forest Service Resort prior to its expiration date as provided by Forest Service regulations and the terms of each existing SUP.
Each of the Forest Service Resorts operates under a SUP, and the acreage and expiration date information for each SUP is as follows: Forest Service Resort Acres Expiration Date Breckenridge 5,702 December 31, 2029 Vail Mountain 12,226 December 1, 2031 Keystone 8,376 December 31, 2032 Beaver Creek 3,801 November 8, 2039 Heavenly 7,050 May 1, 2042 Mount Snow 894 April 4, 2047 Attitash 279 April 4, 2047 Wildcat 953 November 18, 2050 Kirkwood 2,330 March 1, 2052 Stevens Pass 2,443 August 31, 2058 Crested Butte 4,350 September 27, 2058 We anticipate requesting a new SUP for each Forest Service Resort prior to its expiration date as provided by Forest Service regulations and the terms of each existing SUP.
Lodging Segment Our Lodging segment includes owned and managed lodging properties, including those under our luxury hotel management company, RockResorts; managed condominium units which are in and around our mountain resorts in Colorado, Lake Tahoe, Utah, Vermont, New York, Pennsylvania and British Columbia, Canada; two NPS concessioner properties in and near Grand Teton National Park in Wyoming; a resort ground transportation company in Colorado; and company-owned and operated mountain resort golf courses, including five in Colorado; one in Vermont, one in Pennsylvania, one in Wyoming; one in Lake Tahoe, California; and one in Park City, Utah.
Lodging Segment Our Lodging segment includes owned and managed lodging properties, including those under our luxury hotel management company, RockResorts; managed condominium units which are in and around our mountain resorts in Colorado, Lake Tahoe, Utah, Vermont, New York, Pennsylvania and British Columbia, Canada; two NPS concessioner properties in and near Grand Teton National Park in Wyoming; a resort ground transportation company in Colorado; and company-owned and operated mountain resort golf courses managed by our Lodging operations, including two in Colorado, one in Wyoming, one in Lake Tahoe, California, and one in Park City, Utah.
As such, there have been virtually no new destination ski resorts in North America for over 40 years, which has allowed and should continue to allow the best-positioned destination resorts to benefit from future industry growth.
As such, there have been virtually no new destination ski resorts of scale in North America for over 40 years, which has allowed and should continue to allow the best-positioned destination resorts to benefit from future industry growth.
ASA holds three leasehold properties, which are owed by either Usern Corporation, a corporation under public law consisting of all the citizens of the Usern Valley, or the Swiss Confederation, namely the Federal Department of Defense, Civil Protection, and Sport (“DDPS”).
ASA holds three leasehold properties, which are owned by either Usern Corporation, a corporation under public law consisting of all the citizens of the Usern Valley, or the Swiss Confederation, namely the Federal Department of Defense, Civil Protection, and Sport (“DDPS”).
The ski area spans over 10 miles of scenic high alpine terrain between Andermatt and Sedrun, including the iconic Oberalp Pass, and is connected by the Matterhorn Gothard Bahn which operates year-round. Regional Ski Areas Our ski resort network allows us to connect guests with drive-to access and destination resort access on a single pass product.
The ski area spans over 10 miles (16 kilometers) of scenic high alpine terrain between Andermatt and Sedrun, including the iconic Oberalp Pass, and is connected by the Matterhorn Gothard Bahn, a railway which operates year-round. Regional Ski Areas Our ski resort network allows us to connect guests with drive-to access and destination resort access on a single pass product.
Our talent management system enables leaders with programs and tools to effectively assess, develop and reward talent and includes regular Leadership Talent Review and Assessment processes to ensure that the caliber and capability of our talent aligns with the sophistication of our business strategies and processes.
Our talent management system equips leaders with programs and tools to effectively assess, develop and reward talent and includes regular leadership talent review and assessment processes to ensure that the caliber and capability of our talent aligns with the sophistication of our business strategies and processes.
We host an annual Leadership Summit that brings together our leaders at manager level and above to build understanding and alignment to business priorities, explore emerging leadership topics and build connections across our growing global business and organization.
We host an annual leadership summit that brings together our leaders at the senior manager level and above to build understanding and alignment to business priorities, explore emerging leadership topics and build connections across our growing global business and organization.
We own and operate some of the most iconic, branded destination mountain resorts in geographically diverse and important ski destinations in Colorado, Utah, Lake Tahoe and the Pacific Northwest, including British Columbia, Canada.
We own and operate some of the most iconic, branded destination mountain resorts in geographically diverse and important ski destinations in North America, including Colorado, Utah, Lake Tahoe and the Pacific Northwest, including British Columbia, Canada.
Over the past two years, we announced internal successors for some of the most senior roles in our Company, including Chief Executive Officer, Chief Marketing Officer, President of the Mountain Division and Chief Operating Officer of Hospitality and Retail.
Over the past three years, we announced internal successors for some of the most senior roles in our Company, including Chief Executive Officer, Chief Marketing Officer, President of the Mountain Division and Chief Operating Officer of Hospitality and Retail.
Additionally, we enter into strategic long-term season pass alliance agreements with third-party mountain resorts, which for the 2022/2023 ski season include Telluride Ski Resort in Colorado, Hakuba Valley and Rusutsu Resort in Japan, Resorts of the Canadian Rockies in Canada, Les 3 Vallées in France, Verbier 4 Vallées in Switzerland, Skirama Dolomiti in Italy and Ski Arlberg in Austria, which further increase the value proposition of our pass products.
Additionally, we enter into strategic long-term season pass alliance agreements with third-party mountain resorts, which for the 2023/2024 ski season include Telluride Ski Resort in Colorado, Hakuba Valley and Rusutsu Resort in Japan, Resorts of the Canadian Rockies in Canada, Les 3 Vallées in France, Disentis Ski Area and Verbier 4 Vallées in Switzerland, Skirama Dolomiti in Italy and Ski Arlberg in Austria, which further increase the value proposition of our pass products.
To ensure we are building high performing teams, we encourage every employee at every level within the Company to continuously grow their leadership by participating in on-going leadership events that build leadership capability and drive aligned leadership expectations to enable business outcomes.
To ensure we are building high performing teams, we encourage every employee at every level within the Company to continuously grow their leadership by participating in ongoing events that build leadership capability and drive aligned leadership expectations to enable business outcomes.
Employee Housing Providing affordable employee housing is a critical lever to achieve our hiring and retention goals. While identifying and securing affordable housing options is challenging in some of the communities in which we operate, providing frontline employees affordable housing in our resort communities is a critical aspect of the employee value proposition.
Employee Housing Making affordable employee housing available is critical to achieve our hiring and retention goals. While identifying and securing affordable housing options is challenging in some of the communities in which we operate, providing frontline employees affordable housing in our resort communities is a critical aspect of the employee value proposition.
We believe we are highly competitive in the resort hotel niche for the following reasons: • all of our hotels are located in unique, highly desirable resort destinations; • our hotel portfolio has achieved some of the most prestigious hotel designations in the world, including two properties in our portfolio that are currently rated as AAA 4-Diamond; • many of our hotels (both owned and managed) are designed to provide a look that feels indigenous to their surroundings, enhancing the guest’s vacation experience; • each of our RockResorts hotels provides the same high level of quality and services, while still providing unique characteristics which distinguish the resorts from one another.
We believe we are highly competitive in the resort hotel niche for the following reasons: • all of our hotels are located in unique, highly desirable resort destinations; • our hotel portfolio has achieved some of the most prestigious hotel designations in the world, including The Arrabelle at Vail Square, which is currently rated as AAA 4-Diamond; • many of our hotels (both owned and managed) are designed to provide a look that feels indigenous to their surroundings, enhancing the guest’s vacation experience; • each of our RockResorts hotels provides the same high level of quality and services, while still providing unique characteristics which distinguish the resorts from one another.
Additionally, Epic Coverage is included with the purchase of all pass products for no additional charge and provides refunds in the event of certain resort closures and certain travel restrictions (e.g. for COVID-19), giving pass holders a refund for any portion of the season that is lost due to qualifying circumstances.
Additionally, Epic Coverage is included with the purchase of all pass products for no additional charge and provides refunds in the event of certain resort closures and certain travel restrictions, giving pass holders a refund for any portion of the season that is lost due to qualifying circumstances.
To that end, we are working towards addressing barriers to attracting and retaining the best talent from BIPOC communities in order to fuel innovation and growth within our Company and industry. We are also incorporating more diverse representation in our marketing efforts, including more direct outreach to communities of color.
To that end, we are working to address barriers to attracting, developing and retaining the best talent from BIPOC communities in order to fuel innovation and growth within our Company and industry. We are also incorporating more diverse representation in our marketing efforts, including more direct outreach to communities of color.
Upon arrival, our resort staff serve as ambassadors to engage guests, answer questions and create a customer-focused environment.
Upon arrival, our resort staff serve as ambassadors to engage guests, answer questions and foster a customer-focused environment.
(five of the top ten for the 2021/2022 U.S. ski season), and most of our destination mountain resorts consistently rank in the top ranked ski resorts in North America according to industry surveys, which we attribute to our ability to provide a high-quality experience.
(five of the top ten for the 2022/2023 U.S. ski season), and most of our destination mountain resorts are consistently in the top ranked ski resorts in North America according to industry surveys, which we attribute to our ability to provide a high-quality experience.
Pacific Northwest (British Columbia, Canada) • Whistler Blackcomb (“Whistler Blackcomb”) - located in the Coast Mountains of British Columbia, Canada, approximately 85 miles from the Vancouver International Airport, Whistler Blackcomb is the largest year-round mountain resort in North America, with two mountains connected by the PEAK 2 PEAK gondola, which combined offer over 200 marked runs, over 8,000 acres of terrain, 14 alpine bowls, three glaciers and one of the longest ski seasons in North America.
Pacific Northwest (British Columbia, Canada) • Whistler Blackcomb (“Whistler Blackcomb”) - located in the Coast Mountains of British Columbia, Canada, approximately 85 miles (135 kilometers) from the Vancouver International Airport, Whistler Blackcomb is the largest year-round mountain resort in North America, with two mountains connected by the PEAK 2 PEAK gondola, which combined offer over 200 marked runs, over 8,000 skiable acres (3,300 hectares), 14 alpine bowls, three glaciers and one of the longest ski seasons in North America.
In an effort to partially mitigate the concentration of our revenue in the winter months in North America, we offer several non-ski related activities in the summer months such as sightseeing, mountain biking, guided hiking, 4x4 Jeep tours, golf (primarily included in the operations of the Lodging segment) and our Epic Discovery program.
In an effort to partially mitigate the concentration of our revenue in the winter months in North America, we offer several non-ski related activities in the summer months such as sightseeing, mountain biking, guided hiking, mountain coasters, ziplines, golf (primarily included in the operations of the Lodging segment) and our Epic Discovery program.
Through direct Epic Promise grants and contributions from our $1 guest donation program, we partner with several local environmental organizations to fund restoration projects, including the National Forest Foundation, The Tahoe Fund, Grand Teton National Park Foundation, Mountain Trails Foundation in Park City and the EnviroFund at Whistler Blackcomb.
Through direct EpicPromise grants and contributions from our $1 guest donation program, we partnered with several local environmental organizations to fund restoration projects, including the National Forest Foundation, the Tahoe Fund, Grand Teton National Park Foundation, Mountain Trails Foundation in Park City and the EnviroFund at Whistler Blackcomb.
Our operations are grouped into three business segments: Mountain, Lodging and Real Estate, which represented approximately 88%, 12% and 0%, respectively, of our net revenue for our fiscal year ended July 31, 2022 (“Fiscal 2022”). Our Mountain segment operates 41 world-class destination mountain resorts and regional ski areas (collectively, our “Resorts”).
Our operations are grouped into three reportable segments: Mountain, Lodging and Real Estate, which represented approximately 88%, 12% and 0%, respectively, of our net revenue for our fiscal year ended July 31, 2023 (“Fiscal 2023”). Our Mountain segment operates 41 world-class destination mountain resorts and regional ski areas (collectively, our “Resorts”).
Lodging Industry/Market Hotels are categorized by Smith Travel Research, a leading lodging industry research firm, as luxury, upper upscale, upscale, mid-price and economy.
Lodging Industry/Market Hotels are categorized by Smith Travel Research, a leading lodging industry research firm, as luxury, upper upscale, upscale, upper midscale, midscale and economy.
Andermatt-Sedrun offers nearly 75 miles of varied terrain and a top elevation of 9,800 feet across the mountains of Andermatt, Sedrun and Gemsstock, with connected access to Disentis, which is owned independently.
Andermatt-Sedrun offers nearly 75 miles (120 kilometers) of varied terrain and a top elevation of 9,800 feet (3,000 meters) across the mountains of Andermatt, Sedrun and Gemsstock, with connected access to Disentis, which is independently owned.
In addition, our pass products attract new guests to our Resorts. Our pass products generated approximately 61% of our total lift revenue for Fiscal 2022. Sales of pass products are a key component of our overall Mountain segment revenue and help create strong synergies among our Resorts.
In addition, our pass products attract new guests to our Resorts. Our pass products generated approximately 61% of our total lift revenue for Fiscal 2023, and generated approximately 73% of total visitation (excluding complimentary access) for Fiscal 2023. Sales of pass products are a key component of our overall Mountain segment revenue and help create strong synergies among our Resorts.
Destination Mountain Resorts Rocky Mountains (Colorado and Utah Resorts) • Breckenridge Ski Resort (“Breckenridge”) - the most visited mountain resort in the United States (“U.S.”) for the 2021/2022 ski season with five interconnected peaks offering an expansive variety of terrain for every skill level, including access to above tree line intermediate and expert terrain, and progressive and award-winning terrain parks. • Vail Mountain Resort (“Vail Mountain”) - the second most visited mountain resort in the U.S. for the 2021/2022 ski season.
Destination Mountain Resorts Rocky Mountains (Colorado and Utah Resorts) • Breckenridge Ski Resort (“Breckenridge”) - the most visited mountain resort in the United States (“U.S.”) for the 2022/2023 ski season with five interconnected peaks offering an expansive variety of terrain for every skill level, including access to above tree line intermediate and expert terrain, and progressive and award-winning terrain parks. • Park City Resort (“Park City”) - the second most visited mountain resort in the U.S. for the 2022/2023 ski season and the largest by acreage in the U.S.
As a result, succession for our senior leadership roles, is primarily sourced through internal talent development and promotion, rather than external hires (69% internal fill rate).
As a result, succession for our year-round senior leadership roles is primarily sourced through internal talent development and promotion, rather than external hires (76% internal fill rate, including re-hires).
Over the past two years, we have undertaken extensive efforts around DEI, including company-wide virtual webinars bringing forward diverse voices, DEI dialogues with external thought leaders, online DEI training modules aligned with our “Be Inclusive” value, and establishment of employee resource groups and affinity groups.
Over the past three years, we have undertaken extensive efforts around DEI, including company-wide virtual webinars bringing forward diverse voices, DEI dialogues with external thought leaders, online DEI training modules aligned with our “Be Inclusive” value, building leader capability against our new “Elevate” competency, and establishment of the aforementioned employee resource groups and affinity groups.
Ski operations are conducted on land owned by ASA as freehold or leasehold properties, land owned by Usern Corporation, land owned by the municipality of Tujetsch and land owned by private property owners.
Ski operations are conducted on land owned by Andermatt Swiss Alps AG (“ASA”) as freehold or leasehold properties, land owned by Usern Corporation, land owned by the municipality of Tujetsch and land owned by private property owners.
As part of our commitment to driving sustainable change, we are listening and learning as a company, and the Company is part of CEO Action, Colorado Inclusive Economy and Civic Alliance.
As part of our commitment to driving sustainable change, we are listening and learning as a company, and the Company is part of CEO Action, Colorado Inclusive Economy and Civic Alliance. We are committed to providing our employees with an Experience of a Lifetime .
Information on our websites does not constitute part of this document. 9 As part of our continued strategy to drive pass product sales and create a stronger connection between key skier markets and our iconic destination mountain resorts, we have continued to expand our portfolio of properties in recent years.
As part of our continued strategy to drive pass product sales and create a stronger connection between key skier markets and our iconic destination mountain resorts, we have continued to expand our portfolio of properties in recent years.
As a result of this commitment, Vail Resorts was accepted as the first travel and tourism company into RE100, a collaborative initiative uniting more than 300 global and influential businesses committed to 100% renewable electricity. During Fiscal 2022, we continued to make progress toward our Commitment to Zero goals, despite operational adjustments made in response to COVID-19.
As a result of this commitment, Vail Resorts was accepted as the first travel and tourism company into RE100, a collaborative initiative uniting more than 400 global and influential businesses committed to 100% renewable electricity. During Fiscal 2023, we continued to make progress toward our Commitment to Zero goals.
The luxury and upper upscale segments consist of approximately 797,000 rooms at approximately 2,500 properties in the U.S. as of July 31, 2022.
The luxury and upper upscale segments consist of approximately 827,000 rooms at approximately 2,700 properties in the U.S. as of July 31, 2023.
For the 2022/2023 North American ski season, we will serve approximately 6,700 frontline team members with affordable housing across our Resorts, as well as an additional 1,300 team members at GTLC for the 2023 summer season.
For the 2023/2024 North American ski season, we expect to serve approximately 6,500 frontline team members with affordable housing across our Resorts, as well as an additional 1,200 team members at GTLC for the 2024 summer season.
Flagg Ranch operates under a concession agreement with the NPS that expires October 31, 2028. GTLC also owns Jackson Hole Golf & Tennis Club (“JHG&TC”), located outside Grand Teton National Park near Jackson, Wyoming. GTLC’s operations within Grand Teton National Park and JHG&TC have operating seasons that generally run from mid-May through the end of September.
GTLC also owns Jackson Hole Golf & Tennis Club (“JHG&TC”), located outside Grand Teton National Park near Jackson, Wyoming. GTLC’s operations within Grand Teton National Park and JHG&TC have operating seasons that generally run from mid-May through the end of September.
At Vail Resorts, one of our core values is “Be Inclusive”, which means that we expect everyone at our Company to be welcoming to others, including all races, gender identities, sexual orientations, abilities and other differences. We have a long history of building gender diversity throughout the Company.
At Vail Resorts, one of our core values is “Be Inclusive,” which means that we expect everyone at our Company to be welcoming to others, including all races, gender identities, sexual orientations, abilities and other differences.
This partnership leverages our leadership in sustainability and is expected to accelerate our collective progress, leading the industry toward long-term transformational change. In addition, during Fiscal 2022, we sponsored the reforestation of 80 acres in Colorado and California previously impacted by wildfire, which addressed 100% of the forests impacted by our operations over the year.
This partnership leverages our leadership in sustainability and is expected to accelerate our collective progress, leading the industry toward long-term transformational change. 13 In addition, during Fiscal 2023 we sponsored the reforestation of 95 acres in Washington, Oregon and Wyoming that were previously impacted by wildfire, which addressed 100% of the forests permanently impacted by our operations throughout the year.
Notwithstanding acceptance by the Forest Service of the conceptual MDPs, individual projects still require separate applications and compliance with NEPA and other applicable laws before the Forest Service will approve such projects. We update or amend our MDPs for our Forest Service Resorts from time to time.
Notwithstanding acceptance by the Forest Service of the conceptual MDPs, individual projects still require separate applications and compliance with NEPA and other applicable laws before the Forest Service will approve such projects.
During the 2021/2022 North American ski season, combined skier visits for all ski areas in North America were approximately 80.6 million. Our North American Resorts had approximately 16.2 million skier visits during the 2021/2022 ski season, representing approximately 20.1% of North American skier visits.
During the 2022/2023 North American ski season, combined skier visits for all ski areas in North America were approximately 85.8 million. Our North American Resorts had approximately 17.2 million skier visits during the 2022/2023 ski season, representing approximately 20.0% of North American skier visits.
The Epic Discovery program encourages “learn through play” by featuring extensive environmental educational elements interspersed between numerous activities, consisting of zip lines, children’s activities, challenge ropes courses, tubing, mountain excursions, an alpine slide and alpine coasters. • Lodging and Real Estate High quality lodging options are an integral part of providing a complete resort experience.
The Epic Discovery program encourages “learn through play” by featuring extensive environmental educational elements interspersed between numerous activities, consisting of zip lines, children’s activities, challenge ropes courses, tubing, mountain excursions, an alpine slide and alpine coasters.
Our talent philosophy recognizes that people are our most important asset in driving our business growth, and outlines the role that leaders play in attracting, developing, engaging and rewarding high performing, high potential talent, including supporting them to achieve their future career growth.
Collectively, these investments helped enable strong return rates for our seasonal employee population. The Vail Resorts talent philosophy recognizes that people are our most important asset in driving our business growth, and outlines the role that leaders play in attracting, developing, engaging, retaining and rewarding high performing, high potential talent, including supporting them to achieve their future career growth.
Flagg Ranch Company, a wholly-owned subsidiary, provides lodging, food and beverage services, retail, service station, recreation and other services on the Parkway located between Grand Teton National Park and Yellowstone National Park.
We pay a fee to the NPS of a percentage of the majority of our sales occurring in Grand Teton National Park. Flagg Ranch Company, a wholly-owned subsidiary, provides lodging, food and beverage services, retail, service station, recreation and other services on the Parkway located between Grand Teton National Park and Yellowstone National Park.
Vail Mountain offers some of the most expansive and varied terrain in North America with approximately 5,300 skiable acres including seven world renowned back bowls and the resort’s rustic Blue Sky Basin. 5 • Park City Resort (“Park City”) - the third most visited mountain resort in the U.S. for the 2021/2022 ski season and the largest by acreage in the U.S.
Vail Mountain offers some of the most expansive and varied terrain in North America with approximately 5,300 skiable acres including seven world renowned back bowls and the resort’s rustic Blue Sky Basin. • Keystone Resort (“Keystone”) - the ninth most visited mountain resort in the U.S. for the 2022/2023 ski season, as well as the largest area for night skiing in Colorado.
GTLC’s resorts provide a wide range of activities for guests to enjoy, including cruises on Jackson Lake, boat rentals, horseback riding, guided fishing, float trips, golf and guided Grand Teton National Park tours, although due to low water levels, certain retail locations and activities are not operating for the 2022 summer season.
GTLC’s resorts provide a wide range of activities for guests to enjoy, including cruises on Jackson Lake, boat rentals, horseback riding, guided fishing, float trips, golf and guided Grand Teton National Park tours.
Keystone also offers guests a unique skiing opportunity through guided snow cat ski tours accessing five bowls. Keystone is a premier destination for families with its “Kidtopia” program focused on providing activities for kids on and off the mountain. • Beaver Creek Resort (“Beaver Creek”) - the tenth most visited mountain resort in the U.S. for the 2021/2022 ski season.
Keystone is a premier destination for families with its “Kidtopia” program focused on providing activities for kids on and off the mountain. • Beaver Creek Resort (“Beaver Creek”) - the tenth most visited mountain resort in the U.S. for the 2022/2023 ski season.
The Alpine Resorts (Management) Regulations 2009 (Vic) gives the RMBs the power to declare the snow season, temporarily close the resort to entry if there is a significant danger to public safety, determine parts of a resort to which entry is prohibited, set aside areas of the resort for public use, parking, driving of vehicles, or landing of aircraft, and determine the areas for cross country ski trails, skiing, snowboarding and other snow play activities. 20 Andermatt-Sedrun Andermatt-Sedrun, acquired by the Company on August 3, 2022, is located in the Usern Valley of the Swiss Alps and comprises five mountains (Gemsstock, Nätschen, Sedrun/Oberalp, Realp and Valtgeva).
The Alpine Resorts (Management) Regulations 2009 (Vic) gives the RMBs the power to declare the snow season, temporarily close the resort to entry if there is a significant danger to public safety, determine parts of a resort to which entry is prohibited, set aside areas of the resort for public use, parking, driving of vehicles, or landing of aircraft, and determine the areas for cross country ski trails, skiing, snowboarding and other snow play activities.
During a normal winter season, in addition to our exceptional ski experiences, guests can choose from a variety of non-ski related activities such as snowtubing, snowshoeing, scenic snow cat tours, backcountry expeditions, horse-drawn sleigh rides and high altitude dining, although some of these activities were restricted or limited for the most recent winter season to ensure the safety of our guests and employees as a result of COVID-19 and as a result of labor shortages.
During a normal winter season, in addition to our exceptional ski experiences, guests can choose from a variety of non-ski related activities such as snowtubing, snowshoeing, scenic snow cat tours, backcountry expeditions, horse-drawn sleigh rides and high altitude dining.
All of our various pass product options can be found on our consumer website www.snow.com.
All of our various pass product options can be found on our consumer website www.snow.com. Information on our websites does not constitute part of this document.
National Park Concessioner Properties We own GTLC, which is based in the Jackson Hole area in Wyoming and operates within Grand Teton National Park under a concession agreement with the NPS with an initial term that would have expired on December 31, 2021.
Capital funding for third-party owned properties is provided by the owners of those properties to maintain standards required by our management contracts. 11 National Park Concessioner Properties We own GTLC, which is based in the Jackson Hole area in Wyoming and operates within Grand Teton National Park under a concession agreement with the NPS with an initial term that would have expired on December 31, 2021.
Five of the ten directors on our Board are women and two of our nine executive committee members are women, and our Chief Executive Officer, Kirsten Lynch, is the only woman to head a Fortune 1000 company in travel and leisure.
Five of the ten directors on our Board are women, four of our twelve executive committee members are women, we are one of only a few Fortune 1000 companies with women in both the Chief Financial Officer and Chief Executive Officer positions, and our Chief Executive Officer, Kirsten Lynch, is the only woman in our industry to head a Fortune 1000 company.
During a normal summer season, our mountain resorts offer non-ski related recreational activities and provide guests with a wide array of options including scenic chairlift and gondola rides, mountain biking, horseback riding, guided hiking, 4x4 Jeep tours and our Epic Discovery program at Vail Mountain, Heavenly and Breckenridge, although some of these activities were restricted or limited for both the 2021 and 2022 summer seasons to ensure the safety of our guests and employees as a result of COVID-19 and as a result of labor shortages.
During the summer season, our mountain resorts offer non-ski related recreational activities and provide guests with a wide array of options including scenic chairlift and gondola rides, mountain biking, horseback riding, guided hiking, 4x4 Jeep tours and our Epic Discovery program at Vail Mountain, Heavenly and Breckenridge.
Each mountain resort is fully integrated into expansive resort base areas offering a broad array of lodging, dining, retail, nightlife and other amenities, some of which we own or manage, to our guests. • Snow Conditions Our Resorts in the Rocky Mountain region of Colorado and Utah, the Sierra Nevada Mountains in Lake Tahoe and the Coast Mountains in British Columbia, Canada receive average annual snowfall between 18 and 35 feet.
Each mountain resort is fully integrated into expansive resort base areas offering a broad array of lodging, dining, retail, nightlife and other amenities, some of which we own or manage. • Snow Conditions Our Resorts in the Rocky Mountain region of Colorado and Utah, the Sierra Nevada Mountains in Lake Tahoe and the Coast Mountains in British Columbia, Canada generally receive abundant snowfall each year, but we have invested significantly in snowmaking systems in these areas that help provide a more consistent experience, especially in the early season.
Our other ski areas receive less snowfall than our western North American mountain resorts, but we have invested in snowmaking operations at these resorts in order to provide a consistent experience for our guests.
We have made significant recent investments in our snowmaking systems in Colorado that transformed the early-season terrain experience at Vail, Keystone and Beaver Creek. Our other ski areas receive less snowfall than our western North American mountain resorts, but we have invested in snowmaking operations at these resorts in order to provide a consistent experience for our guests.
Women represent 48% of our corporate senior leaders at the director level and above and over 50% of our corporate roles generally. Ten resorts in our portfolio are led by women, including five of our seven largest resorts (Vail, Beaver Creek, Breckenridge, Park City and Crested Butte).
Women represent 55% of our corporate senior leaders at the director level and above and 53% of our corporate roles generally. Ten resorts in our portfolio are led by women, including six of our 11 destination mountain resorts (Breckenridge, Vail, Park City, Crested Butte, Whistler Blackcomb and Northstar).
We offer EpicMix, a mobile application that, through radio frequency technology or Global Positioning System, captures a guest’s activity on the mountain (e.g. number of ski days, vertical feet skied and chairlift activity); provides current trail maps along with real-time trail and lift status; allows guests to access real and forecasted lift line wait times; and provides information regarding parking, dining, events and other on-mountain activities.
In addition, the My Epic App allows guests to capture their activity on the mountain (e.g. number of ski days, vertical feet skied and chairlift activity); provides current trail maps along with real-time trail and lift status; allows guests to access real and forecasted lift line wait times; and provides information regarding parking, dining, events and other on-mountain activities.
Materials filed with or furnished to the SEC are also made available on its website at www.sec.gov . 21
Information on our websites does not constitute part of this document. Materials filed with or furnished to the SEC are also made available on its website at www.sec.gov .
For Fiscal 2022, our owned hotels, which include a combination of certain RockResort hotels as well as other hotels in proximity to our Resorts, had an overall ADR of $309.78, a paid occupancy rate of 55.1% and revenue per available room (“RevPAR”) of $170.84, as compared to the upper upscale segment’s ADR of $201.53, a paid occupancy rate of 59.3% and RevPAR of $119.47.
For Fiscal 2023, our owned hotels, which include a combination of certain RockResort hotels as well as other hotels in proximity to our Resorts, had an overall ADR of $312.15, a paid occupancy rate of 51.5% and revenue per available room (“RevPAR”) of $160.75, as compared to the upper upscale segment’s ADR of $221.25, a paid occupancy rate of 67.1% and RevPAR of $148.45.
Permit amendments must be consistent with the Forest Plan and are subject to the provisions of the National Environmental Policy Act (“NEPA”), both of which are discussed below.
While the Forest Service is required to seek the permit holder’s consent to any amendment, an amendment can be finalized over a permit holder’s objection. Permit amendments must be consistent with the Forest Plan and are subject to the provisions of the National Environmental Policy Act (“NEPA”), both of which are discussed below.
Our presence in the region allows us to offer compelling local options and easy overnight weekend and holiday trips to our premium Northeast regional ski areas, which are within driving distance from these markets. Midwest We own and operate ten ski areas in the Midwest that draw guests from Chicago, Detroit, Minneapolis, St.
Mid-Atlantic (Pennsylvania) We own and operate eight ski areas in the Mid-Atlantic region serving guests in Philadelphia, Pittsburgh, Southern New Jersey, Baltimore and Washington D.C. Our presence in the region allows us to offer compelling local options and easy overnight weekend and holiday trips to our premium Northeast regional ski areas, which are within driving distance from these markets.
We believe we invest in more capital improvements than our competitors and we create synergies by operating multiple resorts, which enhances our profitability by enabling customers to access our network of resorts with our pass products. Many of our destination mountain resorts located in the U.S. typically rank in the most visited ski resorts in the U.S.
We believe we invest in more capital improvements than our competitors and we create synergies through our owned and operated network of resorts, which enhances our profitability by enabling customers to access our network of resorts with our pass products.
In addition, we launched Epic for Everyone Youth Access in partnership with the Katz Amsterdam Foundation, hosting 917 urban youth to a 5-day snowsports program. We also continued our legacy access program with more than 7,400 youth participating in multi-day programs focused on mentorship, leadership and the impact of outdoor time on mental health in this unprecedented time.
We also continued our legacy access program with more than 9,100 youth participating in multi-day programs focused on mentorship, leadership and the impact of outdoor time on mental health in this unprecedented time.
Whistler Blackcomb Whistler Blackcomb is comprised of two mountains: Whistler Mountain and Blackcomb Mountain. Whistler Mountain and Blackcomb Mountain are located on Crown Land within the traditional territory of the Squamish and Lil’wat Nations.
We update or amend our MDPs for our Forest Service Resorts from time to time. 18 Whistler Blackcomb Whistler Blackcomb is comprised of two mountains: Whistler Mountain and Blackcomb Mountain. Whistler Mountain and Blackcomb Mountain are located on Crown Land within the traditional territory of the Squamish and Lil’wat Nations.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThis amount includes (i) $575.0 million in aggregate principal amount of 0.0% convertible notes due 2026 (the “0.0% Convertible Notes”), (ii) $600.0 million aggregate principal amount of our unsecured senior notes issued on May 4, 2020 (the “6.25% Notes”), (iii) $1.1 billion of indebtedness pursuant to the term loan facility under the Vail Holdings Credit Agreement, (iv) $11.7 million of indebtedness under our credit agreement at Whistler Blackcomb (the “Whistler Credit Agreement”), (v) $357.6 million with respect to our obligation associated with the Canyons long-term lease and (vi) $114.2 million with respect to the EPR Secured Notes under the master credit and security agreements and other related agreements with EPT Ski Properties, Inc. and its affiliates (“EPR”), as amended (collectively, the “EPR Agreements” and together with the Vail Holdings Credit Agreement and the Whistler Credit Agreement, the “Credit Agreements,” and such facilities, the “Credit Facilities”).
Biggest changeThis amount includes (i) $575.0 million in aggregate principal amount of 0.0% convertible notes due 2026 (the “0.0% Convertible Notes”), (ii) $600.0 million aggregate principal amount of our unsecured senior notes due 2025 (the “6.25% Notes”), (iii) $1.0 billion of indebtedness pursuant to the term loan facility under the Vail Holdings Credit Agreement that matures in 2026, (iv) $363.4 million with respect to our obligation associated with the Canyons long-term lease, (v) $29.5 million with respect to our obligations associated with the Whistler Blackcomb employee housing leases, (vi) $114.2 million with respect to the EPR Secured Notes under the master credit and security agreements and other related agreements with EPT Ski Properties, Inc. and its affiliates (“EPR”), as amended (collectively, the “EPR Agreements”), and (vii) $40.4 million with respect to the New Regional Policy loan between Andermatt-Sedrun and the Canton of Uri and Canton of Graubünden (the “NRP Loan”).
Labor shortages, affordable employee housing shortages, increased employee turnover and health care mandates can increase our labor costs. We are subject to mandated minimum wage rates and also experience market-driven pressures to pay wages even higher than mandated minimum wages.
Labor shortages, affordable employee housing shortages, increased employee turnover and health care mandates can increase our labor costs. We are subject to mandated minimum wage rates and we also experience market-driven pressures to pay wages even higher than mandated minimum wages.
As a result of the acquisitions of Whistler Blackcomb in Canada, Perisher, Hotham and Falls Creek in Australia, and Andermatt-Sedrun in Switzerland, and potential future international acquisitions, we have and may continue to increase our operations outside of the United States. We are accordingly subject to a number of risks relating to doing business internationally.
As a result of our acquisitions of Whistler Blackcomb in Canada, Perisher, Hotham and Falls Creek in Australia, and Andermatt-Sedrun in Switzerland, and potential future international acquisitions, we have and may continue to increase our operations outside of the United States. We are accordingly subject to a number of risks relating to doing business internationally.
Risks relating to our international operations and properties include: • changing governmental rules and policies, including changes in land use and zoning laws; • enactment of laws relating to international ownership and laws restricting the ability to remove profits earned from activities within a particular country to a person’s or company’s country of origin; • changes in laws or policies governing foreign trade or investment and use of foreign operations or workers, and any negative sentiments towards multinational companies as a result of any such changes to laws, regulations or policies or due to trends such as political populism and economic nationalism; 30 • variations in currency exchange rates and the imposition of currency controls; • adverse market conditions caused by terrorism, civil unrest, natural disasters, infectious disease and changes in international, national or local governmental or economic conditions; • business disruptions arising from public health crises and outbreaks of communicable diseases, including the recent coronavirus outbreak; • the willingness of U.S. or international lenders to make loans in certain countries and changes in the availability, cost and terms of secured and unsecured debt resulting from varying governmental economic policies; • the imposition of unique tax structures and changes in tax rates and other operating expenses in particular countries, including the potential imposition of adverse or confiscatory taxes; • the potential imposition of restrictions on currency conversions or the transfer of funds; • general political and economic instability; • compliance with international laws and regulations (including anti-corruption regulations, such as the U.S.
Risks relating to our international operations and properties include: • changing governmental rules and policies, including changes in land use and zoning laws; • enactment of laws relating to international ownership and laws restricting the ability to remove profits earned from activities within a particular country to a person’s or company’s country of origin; 30 • changes in laws or policies governing foreign trade or investment and use of foreign operations or workers, and any negative sentiments towards multinational companies as a result of any such changes to laws, regulations or policies or due to trends such as political populism and economic nationalism; • variations in currency exchange rates and the imposition of currency controls; • adverse market conditions caused by terrorism, civil unrest, natural disasters, infectious disease and changes in international, national or local governmental or economic conditions; • business disruptions arising from public health crises and outbreaks of communicable diseases, including the recent coronavirus outbreak; • the willingness of U.S. or international lenders to make loans in certain countries and changes in the availability, cost and terms of secured and unsecured debt resulting from varying governmental economic policies; • the imposition of unique tax structures and changes in tax rates and other operating expenses in particular countries, including the potential imposition of adverse or confiscatory taxes; • the potential imposition of restrictions on currency conversions or the transfer of funds; • general political and economic instability; • compliance with international laws and regulations (including anti-corruption regulations, such as the U.S.
These restrictions limit our ability and the ability of our subsidiaries to, among other things: • incur or guarantee additional debt or issue capital stock; • pay dividends and make other distributions on, or redeem or repurchase, capital stock; • make certain investments; • incur certain liens; • enter into transactions with affiliates; • merge or consolidate; • enter into agreements that restrict the ability of subsidiaries to make dividends, distributions or other payments to us or the guarantors; • designate restricted subsidiaries as unrestricted subsidiaries; and • transfer or sell assets.
These restrictions limit our ability and the ability of our subsidiaries to, among other things: • incur or guarantee additional debt or issue capital stock; • pay dividends and make other distributions on, or redeem or repurchase, capital stock; • make certain investments; • incur certain liens; • enter into transactions with affiliates; • merge or consolidate; 32 • enter into agreements that restrict the ability of subsidiaries to make dividends, distributions or other payments to us or the guarantors; • designate restricted subsidiaries as unrestricted subsidiaries; and • transfer or sell assets.
While only a very small portion of our employees are unionized at present, we may experience additional union activity in the future, which could lead to disruptions in our business, increases in our operating costs and/or constraints on our operating flexibility. These potential labor impacts could adversely impact our results of operations.
While only a very small portion of our employees are unionized at 28 present, we may experience additional union activity in the future, which could lead to disruptions in our business, increases in our operating costs and/or constraints on our operating flexibility. These potential labor impacts could adversely impact our results of operations.
These events also could result in large expenditures to repair or replace the damaged properties, products, services, networks or information systems to protect them from similar events in the future. 24 Failure to maintain the integrity and security of our internal, employee or guest data could result in damages to our reputation and subject us to costs, fines or lawsuits.
These events also could result in large expenditures to repair or replace the damaged properties, products, services, networks or information systems to protect them from similar events in the future. Failure to maintain the integrity and security of our internal, employee or guest data could result in damages to our reputation and subject us to costs, fines or lawsuits.
Although our share repurchase program is intended to enhance long-term stockholder value, there is no assurance that it will do so and short-term stock price fluctuations could reduce the program’s effectiveness. General Risk Factors We are subject to litigation in the ordinary course of business.
Although our share repurchase program is intended to enhance long-term stockholder value, there is no assurance that it will do so and short-term stock price fluctuations could reduce the program’s effectiveness. 33 General Risk Factors We are subject to litigation in the ordinary course of business.
If 33 we are forced to refinance these borrowings on less favorable terms or cannot refinance these borrowings, our results of operations and financial condition could be adversely affected. We may not continue to repurchase our common stock pursuant to our share repurchase program, and any such repurchases may not enhance long-term stockholder value.
If we are forced to refinance these borrowings on less favorable terms or cannot refinance these borrowings, our results of operations and financial condition could be adversely affected. We may not continue to repurchase our common stock pursuant to our share repurchase program, and any such repurchases may not enhance long-term stockholder value.
There is a risk that the information held by third parties could be disclosed, otherwise compromised, or disrupted. We carry insurance for many of these adverse events, including cyber security insurance, but our insurance coverage may not always be sufficient to meet all of our liabilities.
There is a risk that the information held by third parties could be disclosed, otherwise compromised, or disrupted. We carry insurance for many of these adverse events, including cyber security insurance, but our insurance coverage may not always be sufficient to meet all of our liabilities or our losses.
Our ability to attract and retain guests depends, in part, upon the external perceptions of the Company, the quality and safety of our Resorts, services and activities, including summer activities, and our corporate and management integrity. While we maintain and promote an on- 29 mountain safety program, there are inherent risks associated with our Resort activities.
Our ability to attract and retain guests depends, in part, upon the external perceptions of the Company, the quality and safety of our Resorts, services and activities, including summer activities, and our corporate and management integrity. While we maintain and promote an on-mountain safety program, there are inherent risks associated with our Resort activities.
A severe forest fire or other severe impacts from naturally occurring events could negatively impact the natural beauty of our Resorts and have a long-term negative impact on our overall guest visitation as it would take several years for the environment to recover.
A severe forest fire or other severe impacts from naturally occurring events could negatively impact the natural beauty of our Resorts and have a long-term negative impact on our overall guest visitation as it could take several years for the environment to recover.
Virtually all of our ski trails and related activities, including our summer activities, at Vail Mountain, Breckenridge, Keystone, Crested Butte, 26 Stevens Pass, Heavenly, Kirkwood, Mount Snow, Wildcat, a majority of Beaver Creek and portions of Attitash are located on National Forest land.
Virtually all of our ski trails and related activities, including our summer activities, at Vail Mountain, Breckenridge, Keystone, Crested Butte, Stevens Pass, Heavenly, Kirkwood, Mount Snow, Wildcat, a majority of Beaver Creek and portions of Attitash are located on National Forest land.
Failure to comply with the provisions, obligations and terms (including renewal requirements and deadlines) of our material permits and leases could adversely impact our operating results. 27 We are subject to extensive environmental and health and safety laws and regulations in the ordinary course of business.
Failure to comply with the provisions, obligations and terms (including renewal requirements and deadlines) of our material permits and leases could adversely impact our operating results. We are subject to extensive environmental and health and safety laws and regulations in the ordinary course of business.
These provisions could: • delay, defer or prevent a change in control of our Company; • discourage bids for our securities at a premium over the market price; • adversely affect the market price of, and the voting and other rights of the holders of our securities; or 34 • impede the ability of the holders of our securities to change our management.
These provisions could: • delay, defer or prevent a change in control of our Company; • discourage bids for our securities at a premium over the market price; • adversely affect the market price of, and the voting and other rights of the holders of our securities; or • impede the ability of the holders of our securities to change our management.
Although we have created 23 geographic diversification to help mitigate the impact of weather variability, there is no way for us to predict future weather patterns or the impact that weather patterns may have on our results of operations or visitation.
Although we have created geographic diversification to help mitigate the impact of weather variability, there is no way for us to predict future weather patterns or the impact that weather patterns may have on our results of operations or visitation.
Revenue and profits generated by our Australian Resorts, GTLC and Flagg Ranch, mountain summer activities/sightseeing and golf peak season operations are not nearly sufficient to fully offset our off-season losses from our other mountain and lodging operations.
Revenue and profits 24 generated by our Australian Resorts, GTLC and Flagg Ranch, mountain summer activities/sightseeing and golf peak season operations are not nearly sufficient to fully offset our off-season losses from our other mountain and lodging operations.
The factors that we believe are important to customers include: • proximity to population centers; • availability and cost of transportation to ski areas; • availability and quality of lodging options in resort areas; • ease of travel to ski areas (including direct flights by major airlines); • pricing of lift tickets and/or pass products; • the magnitude, quality and price of related ancillary services (ski school, dining and retail/rental), amenities and lodging; • snowmaking facilities; • type and quality of skiing and snowboarding offered; • duration of the ski season; • weather conditions; and • reputation.
The factors that we believe are important to customers include: • proximity to population centers; • availability and cost of transportation to ski areas; • availability and quality of lodging options and other amenities in resort areas; • ease of travel to ski areas (including direct flights by major airlines); • pricing of lift tickets and/or pass products; • the magnitude, quality and price of related ancillary services (ski school, dining and retail/rental); • quality of snowmaking; • type and quality of skiing and snowboarding offered; • duration of the ski season; • weather conditions; and • reputation.
Changes in consumer tastes and preferences, particularly those affecting the popularity of skiing and snowboarding, and other social and demographic trends could adversely affect the number of skier visits during a ski season.
Changes in consumer tastes and preferences, particularly those affecting the popularity of skiing and snowboarding, and other social and demographic trends could adversely 23 affect the number of skier visits during a ski season.
In addition, our Board of Directors may also suspend the payment of dividends at any time if it deems such action to be in the best interests of the Company and its stockholders.
In addition, 31 our Board of Directors may also suspend the payment of dividends at any time if it deems such action to be in the best interests of the Company and its stockholders.
Pandemics, acts of terrorism, political events and developments in military and geopolitical conflicts in areas of the world from which we draw our guests could depress the public’s propensity to travel and cause severe disruptions in both domestic and international air travel and consumer discretionary spending, which could reduce the number of visitors to our Resorts and have an adverse effect on our results of operations.
Adverse economic conditions, pandemics, acts of terrorism, political events and developments in military and geopolitical conflicts in areas of the world from which we draw our guests could depress the public’s propensity to travel and cause severe disruptions in both domestic and international air travel and consumer discretionary spending, which could reduce the number of visitors to our Resorts and have an adverse effect on our results of operations.
For instance, revenues and profits generated from mountain summer activities/sightseeing and golf peak season operations are not nearly sufficient to off-set off-season losses from our other mountain and lodging operations. This impact could be exacerbated by climate change. There can be no assurance that our Resorts will receive seasonal snowfalls near their historical averages.
Revenues and profits generated from mountain summer activities/sightseeing and golf peak season operations are not nearly sufficient to off-set off-season losses from our other mountain and lodging operations. This impact could be exacerbated by climate change. There can be no assurance that our Resorts will receive seasonal snowfalls near their historical averages.
This seasonality is partially mitigated by the sale of pass products (which for Fiscal 2022 accounted for approximately 61% of the total lift revenue) predominately occurring during the period prior to the start of the ski season as the cash from those sales is collected in advance and revenue is primarily recognized in the second and third fiscal quarters.
This seasonality is partially mitigated by the sale of pass products (which for Fiscal 2023 accounted for approximately 61% of the total lift revenue) predominately occurring during the period prior to the start of the ski season as the cash from those sales is collected in advance and revenue is primarily recognized in the second and third fiscal quarters.
The effect of climate change, including any impact of global warming, could have a material adverse effect on our results of operations as a result of decreased snowfall, increased weather variability and/or warmer overall temperatures, which would likely adversely affect skier visits and our revenue and profits.
The effect of climate change, including any impact of global warming, could have a material adverse effect on our results of operations as a result of decreased snowfall, increased weather variability and/or warmer overall temperatures, which could adversely affect skier visits and our revenue and profits.
There are many competing options for our guests, including other major resorts in Colorado, Utah, California, Nevada, the Pacific Northwest, Northeast, Southwest and British Columbia, Canada, Switzerland, and other major destination ski areas worldwide. Our guests can choose from any of these alternatives, as well as non-skiing vacation options and destinations around the world.
There are many competing options for our guests, including other major resorts in Colorado, Utah, California, Nevada, the Pacific Northwest, Northeast and Southwest United States, and British Columbia, Canada, Australia, Switzerland, and other major destination ski areas worldwide. Our guests can choose from any of these alternatives, as well as non-skiing vacation options and destinations around the world.
We have experienced cybersecurity threats and incidents, none of which has been material to us to date. We have taken, and continue to take, steps to address these concerns by implementing security and internal controls. However, there can be no assurance that a system interruption, security breach or unauthorized access will not occur.
We have experienced cybersecurity threats and incidents, none of which have been material. We have taken, and continue to take, steps to address these concerns by implementing security and internal controls. However, there can be no assurance that a system interruption, security breach or unauthorized access will not occur.
We have a substantial amount of debt, which requires significant interest and principal payments. As of July 31, 2022, we had $2.8 billion in total indebtedness outstanding.
We have a substantial amount of debt, which requires significant interest and principal payments. As of July 31, 2023, we had $2.8 billion in total indebtedness outstanding.
Peak operating season for our North American Resorts is from late November to mid-April, and accordingly, revenue and profits from our mountain and most of our lodging operations are substantially lower and historically result in losses from late spring to late fall.
Peak operating season for our North American and European Resorts is from mid-December to mid-April, and accordingly, revenue and profits from our mountain and most of our lodging operations are substantially lower and historically result in losses from late spring to late fall.
We may be adversely impacted by the effects of high or prolonged inflation. Inflation increases the cost of goods we purchase and services we buy, the cost of capital projects and wages and benefits for our workforce.
We may be adversely impacted by the effects of high or prolonged inflation and rising interest rates. Inflation increases the cost of goods we purchase and services we buy, the cost of capital projects and wages and benefits for our workforce.
We cannot provide assurances that our operations will be able to generate sufficient cash flow to fund such capital expenditures, or that we will be able to obtain sufficient financing on adequate terms, or at all, especially considering rising interest rates.
We cannot provide assurances that our operations will be able to generate sufficient cash flow to fund such capital expenditures, or that we will be able to obtain sufficient capital from other sources on adequate terms, or at all, especially considering rising interest rates.
As a result of these and other economic uncertainties, we have experienced and may continue to experience in the future, a change in booking trends including where guest reservations are made much closer to the actual date of stay, a decrease in the length of stay, a decrease in consumer spending and/or a decrease in group bookings.
As a result of these and other economic uncertainties, we have experienced and may continue to experience changes in booking trends including guest reservations made much closer to the actual date of stay, a decrease in the length of stay, a decrease in consumer spending and/or a decrease in group bookings.
For additional details, see “Business—Human Capital Management.” We have recently acquired the Seven Springs Resorts, which were not subject to rules and regulations promulgated under the Sarbanes-Oxley Act of 2002, as amended ("Sarbanes-Oxley"), and they may therefore lack the internal controls that would be required of a U.S. public company, which could ultimately affect our ability to ensure compliance with the requirements of Section 404 of Sarbanes-Oxley.
For additional details, see “Business—Human Capital Management.” We have recently acquired Andermatt-Sedrun, which was not subject to rules and regulations promulgated under the Sarbanes-Oxley Act of 2002, as amended ("Sarbanes-Oxley"), and may therefore lack the internal controls that would be required of a U.S. public company, which could ultimately affect our ability to ensure compliance with the requirements of Section 404 of Sarbanes-Oxley.
For Fiscal 2022, approximately 83% of total combined Mountain and Lodging segment net revenue (excluding Lodging segment revenue associated with reimbursement of payroll costs) was earned during our second and third fiscal quarters.
For Fiscal 2023, approximately 81% of total combined Mountain and Lodging segment net revenue (excluding Lodging segment revenue associated with reimbursement of payroll costs) was earned during our second and third fiscal quarters.
For example, it could: • make it more difficult for us to satisfy our obligations under our outstanding debt; • increase our vulnerability to general adverse economic and industry conditions; • require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, including the annual payments under the Canyons lease, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, real estate developments, marketing efforts and other general corporate purposes; • limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; • place us at a competitive disadvantage compared to our competitors that have less debt; • limit our ability to borrow additional funds, refinance debt, or obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions or other general corporate purposes; • make it difficult for us to satisfy our obligations, including debt service requirements under our outstanding debt; and • cause potential or existing customers to not contract with us due to concerns over our ability to meet our financial obligations, such as insuring against our professional liability risks, under such contracts. 32 Furthermore, our debt under our Credit Facilities bears interest at variable rates, which may be impacted by potential future changes in interest rates due to reference rate reform.
For example, it could: • make it more difficult for us to satisfy our obligations under our outstanding debt; • increase our vulnerability to general adverse economic and industry conditions; • require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, including the annual payments under the Canyons lease, thereby reducing the availability of our cash flow to fund dividend payments, working capital, capital expenditures, real estate developments, marketing efforts and other general corporate purposes; • limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; • place us at a competitive disadvantage compared to our competitors that have less debt; • limit our ability to borrow additional funds, refinance debt, or obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions or other general corporate purposes; • make it difficult for us to satisfy our obligations, including debt service requirements under our outstanding debt; and • cause potential or existing customers to not contract with us due to concerns over our ability to meet our financial obligations, such as insuring against our professional liability risks, under such contracts.
Share repurchases could also increase the volatility of the price of our common stock and could diminish our cash reserves. In March 2006, our Board of Directors approved a share repurchase program, authorizing the Company to repurchase up to 3,000,000 shares of common stock.
Share repurchases could also increase the volatility of the price of our common stock and could diminish our cash reserves. On March 9, 2006, the Company’s Board of Directors approved a share repurchase program, authorizing the Company to repurchase up to 3,000,000 Vail Shares.
To the extent there are material changes in exchange rates relative to the U.S. dollar or travel restrictions in place due to inflation, geopolitical conflicts or COVID-19, it could impact the volume of international visitation, which could have a significant impact on our operating results.
To the extent there are material changes in exchange rates relative to the U.S. dollar or travel restrictions in place due to inflation, geopolitical conflicts, health pandemics or other factors, it could impact the volume of international visitation, which could have a significant impact on our operating results.
Our ability to fund capital expenditures will depend on our ability to generate sufficient cash flow from operations and/or to borrow from third parties in the debt or equity markets.
Our ability to fund capital expenditures will depend on our ability to generate sufficient cash flow from operations and/or to borrow from third parties in the debt market or raise additional capital in the equity market.
We cannot always predict where capital will need to be expended in a given fiscal year and capital expenditures can increase due to circumstances beyond our control. We currently anticipate that we will spend approximately $323 million to $333 million on capital projects in calendar year 2022.
We cannot always predict where capital will need to be expended in a given fiscal year and capital expenditures can increase due to circumstances beyond our control. We currently anticipate that we will spend approximately $204 million to $209 million on capital projects in calendar year 2023.
We may not be able to maintain our existing systems or replace or introduce new technologies and systems as quickly as we would like or in a cost-effective manner, which may keep us from achieving the desired results in a timely manner, to the extent anticipated, or at all.
Particularly in light of the launch of our new My Epic App, we may not be able to maintain our existing systems or replace or introduce new technologies and systems as quickly as we would like or in a cost-effective manner, which may keep us from achieving the desired results in a timely manner, to the extent anticipated, or at all.
Any misappropriation, infringement or violation of our intellectual property rights could also diminish the value of our brands and their market acceptance, competitive advantages or goodwill, which could adversely affect our business. Our acquisitions might not be successful.
Any misappropriation, infringement or violation of our intellectual property rights could also diminish the value of our brands and their market acceptance, competitive advantages or goodwill, which could adversely affect our business.
Maintaining compliance with applicable security and privacy regulations may increase our operating costs or our exposure to potential fines and litigation in connection with the enforcement of such regulations, or otherwise impact our ability to market our products, properties and services to our guests.
Maintaining compliance with applicable security and privacy regulations may increase our operating costs or our exposure to potential fines and litigation in connection with the enforcement of such regulations, particularly in light of the launch of our new My Epic App, or otherwise impact our ability to market our products, properties and services to our guests.
The market for the most qualified talent continues to be highly 28 competitive and we must provide competitive wages, benefits and workplace conditions to attract and retain the most qualified employees, particularly during a time when we have seen significant wage inflation in the market for employees.
Maintaining adequate staffing is complicated and unpredictable. The market for the most qualified talent continues to be highly competitive and we must provide competitive wages, benefits and workplace conditions to attract and retain the most qualified employees, particularly during a time when we have seen significant wage inflation in the market for employees.
Inflationary pressures also increase the cost of living and cost of travel, which decreases consumers’ disposable income and could impact our guests’ discretionary spending habits or willingness to visit our Resorts, which could reduce customer demand for the products and services that we offer and negatively impact our revenues and operating cash flow.
Inflationary pressures also increase the cost of living and cost of travel, which decreases consumers’ disposable income and could impact our guests’ discretionary spending habits or willingness to visit our Resorts, which could reduce customer demand for the products and services that we offer and negatively impact our financial condition or our results of operations.
Economic conditions in North America, Europe and parts of the rest of the world, including inflationary pressures, supply chain disruption, geopolitical uncertainties, increased labor costs and shortages, increased fuel prices, high unemployment, erosion of consumer confidence, health pandemics (such as the ongoing impact of COVID-19), sovereign debt issues and financial instability in the global markets, among other factors, could have negative effects on the travel and leisure industry and on our results of operations.
Economic conditions in North America, Europe and parts of the rest of the world, including inflationary pressures, rising interest rates, supply chain disruption, fluctuating commodity pricing, geopolitical uncertainties, increased labor costs and shortages, increased fuel prices, high unemployment, erosion of consumer confidence, health pandemics, sovereign debt issues and financial instability in the global markets, among other factors, could have negative effects on the travel and leisure industry and on our results of operations.
Increases in expenses as a result of this inflationary environment and other economic factors may adversely impact wages and other labor costs, energy, healthcare, insurance, transportation and fuel, cost of goods, property taxes, minimum lease payments and other expenses and operating costs included in our fixed cost structure, which may also reduce our margin, profits and cash flows.
Increases in expenses as a result of this inflationary environment and other economic factors may adversely impact wages and other labor costs, energy, healthcare, insurance, transportation and fuel, cost of goods, property taxes, minimum lease payments and other expenses and operating costs included in our fixed cost structure, which may also reduce our margin, profits and cash flows. 25 We may not be able to fund resort capital expenditures.
Unfavorable weather conditions can adversely affect skier visits and our revenue and profits. Unseasonably warm weather may result in inadequate natural snowfall and reduce skiable terrain, which increases the cost of snowmaking and could render snowmaking, wholly or partially, ineffective in maintaining quality skiing conditions, including in areas which are not accessible by snowmaking equipment.
Unseasonably warm weather may result in inadequate natural snowfall and reduce skiable terrain, which increases the cost of snowmaking and could render snowmaking, wholly or partially, ineffective in maintaining quality skiing conditions, including in areas which are not accessible by snowmaking equipment.
Following the Fifth Amendment to the Vail Holdings Credit Agreement, dated as of August 31, 2022 (the “Fifth Amendment”), borrowings under the Vail Holdings Credit Agreement, including the term loan facility, bear interest annually at a rate of SOFR, which replaced LIBOR as the reference interest rate under the Fifth Amendment, plus a spread of 0.1%, plus 1.25%.
Following the Fifth Amendment to the Vail Holdings Credit Agreement, dated as of August 31, 2022 (the “Fifth Amendment”), borrowings under the Vail Holdings Credit Agreement, including the term loan facility, bear interest annually at a rate of SOFR plus 1.60%.
However, our efforts to comply do not eliminate the risk that we may be held liable, incur fines or be subject to claims for damages, and that the amount of any liability, fines, damages or remediation costs may be material for, among other things, the presence or release of regulated materials at, on or emanating from properties we now or formerly owned or operated, newly discovered environmental impacts or contamination at or from any of our properties, or changes in environmental laws and regulations or their enforcement.
However, our efforts to comply do not eliminate the risk that we may be held liable, incur fines or be subject to claims for damages, and that the amount of any liability, fines, damages or remediation costs may be material for, among other things, the presence or release of regulated materials at, on or emanating from properties we now or formerly owned or operated, newly discovered environmental impacts or contamination at or from any of our properties, or changes in environmental laws and regulations or their enforcement. 27 Changes in security and privacy laws and regulations could increase our operating costs, increase our exposure to fines and litigation, and adversely affect our ability to market our products, properties and services effectively.
We may not be able to fund resort capital expenditures. We regularly expend capital to construct, maintain and renovate our mountain Resorts and properties in order to remain competitive, maintain the value and brand standards of our mountain Resorts and properties and comply with applicable laws and regulations.
We regularly expend capital to construct, maintain and renovate our mountain Resorts and properties in order to remain competitive, maintain the value and brand standards of our mountain Resorts and properties and comply with applicable laws and regulations.
We have recently acquired the Seven Springs Resorts, which were not previously subject to the rules and regulations promulgated under Sarbanes-Oxley and accordingly were not required to establish and maintain an internal control infrastructure meeting the standards promulgated under Sarbanes-Oxley.
We have recently acquired Andermatt-Sedrun, which was not previously subject to the rules and regulations promulgated under Sarbanes-Oxley and accordingly was not required to establish and maintain an internal control infrastructure meeting the standards promulgated under Sarbanes-Oxley.
We are also subject to worker health and safety requirements as well as various state and local public health laws, rules, regulations and orders related to COVID-19, including vaccination, mask and social distancing requirements. We believe our operations are in substantial compliance with applicable material environmental, health and safety requirements.
We are also subject to worker health and safety requirements as well as various state and local public health laws, rules, regulations and orders. We believe our operations are in substantial compliance with applicable material environmental, health and safety requirements.
We entered into a transaction agreement, master lease agreement and ancillary transaction documents with affiliate companies of Talisker Corporation (“Talisker”), and the initial lease term for our Park City resort with Talisker expires in May 2063 with six 50-year renewal options.
The initial lease term for Northstar with affiliates of EPR Properties expires in January 2027 and allows for three 10-year renewal options. We entered into a transaction agreement, master lease agreement and ancillary transaction documents with affiliate companies of Talisker Corporation (“Talisker”), and the initial lease term for our Park City resort with Talisker expires in May 2063.
We also have, on a cumulative basis, minimum lease payment obligations under operating leases of approximately $273.7 million as of July 31, 2022 . Our level of indebtedness and minimum lease payment obligations could have important consequences.
As of July 31, 2023 we also have, on a cumulative basis, minimum lease payment obligations under operating leases of approximately $267.3 million over the term of the leases. Our level of indebtedness and minimum lease payment obligations could have important consequences.
If we were to experience an adverse event or realize a significant deterioration in our operating results during our peak periods (our fiscal second and third quarters) we would be unable to fully recover any significant declines due to the seasonality of our business (for example, the outbreak of the COVID-19 pandemic which has resulted in Resort closures).
If we were to experience an adverse event or realize a significant deterioration in our operating results during our peak periods (our fiscal second and third quarters) we would be unable to fully recover any significant declines in such fiscal year due to the seasonality of our business.
Many of our guests travel by air and the impact of higher prices for commercial airline services, availability of air services and willingness of guests to travel by air could cause a decrease in visitation by Destination guests to our Resorts.
Many of our guests travel by air and the impact of higher prices for commercial airline services, availability of air services and willingness of guests to travel by air could cause a decrease in visitation by Destination guests to our Resorts. Visitation may also decrease if widespread airline or airport disruptions or flight cancellations occur.
In addition, inflation has accelerated in the U.S. and globally due in part to global supply chain issues, the Ukraine-Russia war, a rise in energy prices, and strong consumer demand, as economies continue to reopen from restrictions related to the COVID-19 pandemic.
In addition, inflation has accelerated in the U.S. and globally due in part to global supply chain issues, the Ukraine-Russia war, a rise in energy prices and strong consumer demand.
Risks Related to Our Business Our Epic Coverage program may require us to provide significant refunds to our pass product holders, which would result in reduced revenue and also exposes us to the risk of customer complaints and negative perception about our pass products.
Our Epic Coverage program may require us to provide significant refunds to our pass product holders, which would result in reduced revenue and also exposes us to the risk of customer complaints and negative perception about our pass products. Epic Coverage is included with the purchase of all pass products for no additional charge.
We face significant competition. The ski resort and lodging industries are highly competitive. There are approximately 755 ski areas in North America, including approximately 470 in the U.S. that serve local and destination guests, and these ski areas can be more or less impacted by weather conditions based on their location and snowmaking capabilities.
There are approximately 760 ski areas in North America, including approximately 480 in the U.S. that serve local and destination guests, and these ski areas can be more or less impacted by weather conditions based on their location and snowmaking capabilities.
In July 2008, the Board of Directors increased the authorization by an additional 3,000,000 shares, and in December 2015, the Board increased the authorization by an additional 1,500,000 shares for a total authorization to repurchase up to 7,500,000 shares.
On July 16, 2008, December 4, 2015 and March 7, 2023, the Company’s Board of Directors increased the authorization by an additional 3,000,000, 1,500,000 and 2,500,000 Vail Shares, respectively, for a total authorization to repurchase up to 10,000,000 Vail Shares.
The estimated amount of refunds reduce the amount of pass product revenue recognized by the Company. To estimate the amount of refunds under Epic Coverage, the Company considers (i) historical claims data for personal events, (ii) provincial, state, county and local COVID-19 regulations and public health orders and (iii) the Company’s operating plans for its Resorts.
The estimated amount of refunds reduce the amount of pass product revenue recognized by the Company. To estimate the amount of refunds under Epic Coverage, the Company considers historical claims data for personal events and the Company’s operating plans for its Resorts.
The Company believes the estimates of refunds are reasonable; however, the program is relatively new and there continues to be uncertainty surrounding COVID-19, and therefore actual results could vary materially from such estimates, and the Company could be required to refund significantly higher amounts than estimated.
The Company believes the estimates of refunds are reasonable; however, the program is subject to a number of variables and uncertainties, and therefore actual results could vary materially from such estimates, and the Company could be required to refund significantly higher amounts than estimated.
We and our subsidiaries are subject to other covenants, representations and warranties in respect of our Credit Facilities, including financial covenants as defined in the Credit Agreements. Events beyond our control, including the impact of the ongoing COVID-19 pandemic, may affect our ability to comply with these covenants.
We and our subsidiaries are subject to other covenants, representations and warranties in respect of our Credit Facilities, including financial covenants as defined in the Credit Agreements. Events beyond our control may affect our ability to comply with these covenants. The terms of any future indebtedness we may incur could include more restrictive covenants.
Our assessment of and conclusion on the effectiveness of our internal control over financial reporting as of July 31, 2022 did not include certain elements of the internal controls of the Seven Springs Resorts, which were acquired on December 31, 2021.
Our assessment of and conclusion on the effectiveness of our internal control over financial reporting as of July 31, 2023 did not include certain elements of the internal controls of Andermatt-Sedrun, which was acquired on August 3, 2022.
We may be able to incur additional indebtedness in the future. The terms of our Credit Facilities, the 0.0% Convertible Notes and the 6.25% Notes do not fully prohibit us from doing so. If we incur additional debt, the related risks that we face could intensify.
The terms of our Credit Facilities, the 0.0% Convertible Notes and the 6.25% Notes do not fully prohibit us from doing so. If we incur additional debt, the related risks that we face could intensify. Additionally, our Credit Facilities also impose significant operating and financial restrictions on us.
Additionally, GTLC and Flagg Ranch operate under concession agreements with the NPS that expire on December 31, 2023 and October 31, 2028, respectively. There is no guarantee that at the end of the lease/license or agreements under which we operate our Resorts we will renew or, if desired, be able to negotiate new terms that are favorable to us.
There is no guarantee that at the end of the lease/license or agreements under which we operate our Resorts we will renew or, if desired, be able to negotiate new terms that are favorable to us.
Accordingly, to the extent that any of our Resorts need to be closed for all or specified portions of the ski season (including due to COVID-19), we could be required to provide a significant amount of refunds to our pass product holders, subject to express terms and conditions, which could have a material negative impact on our financial performance and condition.
Accordingly, to the extent that a significant volume of qualifying events occur during the ski season, we could be required to provide a significant amount of refunds to our pass product holders, subject to express terms and conditions, which could have a material negative impact on our financial performance and condition.
Any future changes or restrictions in U.S. or international privacy laws could also adversely affect our operations, including our ability to transfer guest data. Changes in U.S. or international law affecting marketing, solicitation or privacy, could adversely affect our marketing activities and force changes in our marketing strategy or increase the costs of marketing.
Changes in U.S. or international law affecting marketing, solicitation or privacy, could adversely affect our marketing activities and force changes in our marketing strategy or increase the costs of marketing.
In April 2020, the Company introduced Epic Coverage, which is included with the purchase of all pass products for no additional charge. Epic Coverage offers refunds to pass product holders if certain qualifying personal or Resort closure events occur before or during the ski season, subject to express terms and conditions .
Epic Coverage offers refunds to pass product holders if certain qualifying personal or Resort closure events occur before or during the ski season, subject to express terms and conditions .
ITEM 1A. RISK FACTORS. Our operations and financial results are subject to various risks and uncertainties that could adversely affect our financial position, results of operations and cash flows. The risks described below should carefully be considered together with the other information contained in this report.
ITEM 1A. RISK FACTORS. Our operations and financial results are subject to various risks and uncertainties that could adversely affect our financial position, results of operations and cash flows.
On September 22, 2022, our Board of Directors approved a cash dividend of $1.91 per share payable on October 24, 2022 to stockholders of record as of October 5, 2022.
On September 27, 2023, our Board of Directors approved a cash dividend of $2.06 per share payable on October 26, 2023 to stockholders of record as of October 10, 2023.
Any complaints posted by customers on social media platforms, even if inaccurate, may harm our reputation, and may divert management’s time and attention away from other business matters. We are subject to the risk of prolonged weakness in general economic conditions including adverse effects on the overall travel and leisure related industries.
Any complaints posted by customers on social media platforms, even if inaccurate, may harm our reputation, and may divert management’s time and attention away from other business matters. 22 We are vulnerable to unfavorable weather conditions and the impact of natural disasters.
A significant decline in skier visits compared to historical levels would have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows. Cyberattacks or other interruptions to or disruption of our information technology systems and services could disrupt our business. Our business relies on the continuous operation of information technology systems and services.
A significant decline in skier visits compared to historical levels would have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows. Pandemics and public health emergencies could materially disrupt our business and negatively impact our results of operations, cash flows and financial condition.
Since inception of its share repurchase program through July 31, 2022, the Company has repurchased 6,465,708 shares at a cost of approximately $479.4 million. As of July 31, 2022, 1,034,292 shares remained available to repurchase under the existing share repurchase program which has no expiration date.
Since inception of this stock repurchase program through July 31, 2023, the Company has repurchased 8,648,302 shares at a cost of approximately $979.4 million, excluding accrued excise tax. As of July 31, 2023, 1,351,698 Vail Shares remained available to repurchase under the existing share repurchase program, which has no expiration date.
Our borrowings under the Vail Holdings Credit Agreement are subject to interest rate changes substantially increasing our risk to changes in interest rates.
Collectively, the Vail Holdings Credit Agreement, the Whistler Credit Agreement, the EPR Agreements and the NRP Loan are referred to herein as the “Credit Agreements,” and such facilities, the “Credit Facilities.” Our borrowings under the Vail Holdings Credit Agreement are subject to interest rate changes substantially increasing our risk to changes in interest rates.
If our effective tax rates were to increase or if the ultimate determination of our taxes owed is for an amount in excess of amounts previously accrued, our financial condition, operating results and cash flows could be adversely affected. 31 Risks Relating to Ownership of our Common Stock We cannot provide assurance that we will pay dividends, or if paid, that dividend payments will be consistent with historical levels.
There can be no assurance as to the outcome of these examinations. If our effective tax rates were to increase or if the ultimate determination of our taxes owed is for an amount in excess of amounts previously accrued, our financial condition, operating results and cash flows could be adversely affected.
Additionally, our share repurchase program could diminish our cash reserves, which may impact our ability to finance future growth and to pursue possible future strategic opportunities and acquisitions. Further, the U.S. has implemented a 1% excise tax on certain corporate share repurchases beginning in January 2023, which could adversely impact our share repurchases.
Additionally, our share repurchase program could reduce our available liquidity, which may impact our ability to finance future growth and to pursue possible future strategic opportunities and acquisitions. Further, the Internal Revenue Service recently implemented a nondeductible excise tax equal to 1% of the fair market value of certain corporate share repurchases.
We have generally paid quarterly dividends since fiscal 2011, which are funded through cash flow from operations, available cash on hand and borrowings under our Credit Facilities. The declaration of dividends is subject to the discretion of our Board of Directors, and is limited by applicable state law concepts of available funds for distribution, as well as contractual restrictions.
The declaration of dividends is subject to the discretion of our Board of Directors, and is limited by applicable state law concepts of available funds for distribution, as well as contractual restrictions.
Additionally, there is scientific research that emissions of greenhouse gases continue to alter the composition of the global atmosphere in ways that are affecting and are expected to continue affecting the global climate.
On the other hand, excessive natural snowfall may significantly increase the costs incurred to groom trails and may make it difficult for guests to access our Resorts. Additionally, there is scientific research that emissions of greenhouse gases continue to alter the composition of the global atmosphere in ways that are affecting and are expected to continue affecting the global climate.
In addition, other forms of leisure such as sporting events and participation in other competing indoor and outdoor recreational activities are available to potential guests. 25 RockResorts hotels, our other hotels and our property management business compete with numerous other hotel and property management companies that may have greater financial resources than we do and they may be able to adapt more quickly to changes in customer requirements or devote greater resources to promotion of their offerings than us.
In addition, other forms of leisure such as sporting events and participation in other competing indoor and outdoor recreational activities are available to potential guests. Our retail/rental business competes with numerous other national, regional, local and online retail and rental businesses. RockResorts hotels, our other hotels and our property management business compete with numerous other hotel and property management companies.
The ongoing Russian invasion of Ukraine and its resulting impacts, including supply chain disruptions, increased fuel prices, international sanctions and other measures that have been imposed, as well as resulting economic volatility and uncertainty, have increased the cost of travel, which may adversely affect our business. Additionally, our success depends on our ability to attract visitors to our Resorts.
In addition, economic volatility and uncertainty, supply chain disruptions, increased fuel prices and increases to cost of travel (as a result of geopolitical factors or otherwise) may adversely affect our business and results of operations. Additionally, our success depends on our ability to attract visitors to our Resorts.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe following table sets forth the principal properties that we own or lease for use in our operations: Location Ownership Use Afton Alps, MN Owned Ski resort operations, including ski lifts, ski trails, clubhouse, buildings, commercial space and other improvements Alpine Valley Resort, OH Owned Ski resort operations, including ski lifts, ski trails, golf course, clubhouse, buildings, commercial space and other improvements Arrowhead Mountain, CO Owned Ski resort operations, including ski lifts, ski trails, buildings and other improvements, property management and commercial space Attitash Mountain, NH (279 acres) SUP Ski trails, ski lifts, buildings and other improvements BC Housing RiverEdge, CO 26% Owned Employee housing facilities Bachelor Gulch Village, CO Owned Ski resort operations, including ski lifts, ski trails, buildings and other improvements, property management and commercial space Beaver Creek Resort, CO Owned Ski resort operations, including ski lifts, ski trails, buildings and other improvements, property management, commercial space and real estate held for sale or development Beaver Creek Mountain, CO (3,849 acres) SUP Ski trails, ski lifts, buildings and other improvements Beaver Creek Mountain Resort, CO Owned Golf course, clubhouse, commercial space and residential condominium units Big Boulder Mountain, PA Owned Ski trails, ski lifts, buildings and other improvements Boston Mills/Brandywine, OH Owned Ski trails, ski lifts, buildings and other improvements Breckenridge Ski Resort, CO Owned Ski resort operations, including ski lifts, ski trails, buildings and other improvements, property management, commercial space and real estate held for sale or development Breckenridge Mountain, CO (5,702 acres) SUP Ski trails, ski lifts, buildings and other improvements Breckenridge Terrace, CO 50% Owned Employee housing facilities Broomfield, CO Leased Corporate offices Colter Bay Village, WY Concession contract Lodging and dining facilities Crested Butte Mountain Resort, CO Owned Buildings, other improvements and land used for operation of Crested Butte Mountain Resort Crested Butte Mountain Resort, CO (4,350 acres) SUP Ski trails, ski lifts, buildings and other improvements Crotched Mountain, NH Owned Ski trails, ski lifts, buildings and other improvements Eagle-Vail, CO Owned Warehouse facility Edwards, CO Leased Administrative offices Falls Creek Alpine Resort, Victoria, Australia (1,112 acres) Leased Ski resort operations, including ski lifts, ski trails, buildings and other improvements Headwaters Lodge & Cabins at Flagg Ranch, WY Concession contract Lodging and dining facilities 35 Location Ownership Use Heavenly Mountain Resort, CA & NV Owned Ski resort operations, including ski lifts, ski trails, buildings and other improvements and commercial space Heavenly Mountain, CA & NV (7,050 acres) SUP Ski trails, ski lifts, buildings and other improvements Hidden Valley Resort, MO Owned Ski trails, ski lifts, buildings and other improvements Hidden Valley Resort, PA Owned Ski trails, ski lifts, buildings and other improvements Hotham Alpine Resort, Victoria, Australia (791 acres) Leased Ski resort operations, including ski lifts, ski trails, buildings and other improvements Hunter Mountain, NY Owned Ski resort operations, including ski lifts, ski trails, golf course, clubhouse, buildings, commercial space and other improvements.
Biggest changeThe following table sets forth the principal properties that we own or lease for use in our operations: Location Ownership Use Afton Alps, MN Owned Ski resort operations, including ski lifts, ski trails, clubhouse, buildings, commercial space and other improvements Alpine Valley Resort, OH Owned Ski resort operations, including ski lifts, ski trails, golf course, clubhouse, buildings, commercial space and other improvements Andermatt Ski Resort, Switzerland Owned Ski resort operations, including ski lifts, ski trails, buildings, commercial space and other improvements, and dining facilities Andermatt Ski Resort, Switzerland Leased Ski resort operations, including buildings, commercial space, parking and other improvements, dining facilities and employee housing Andermatt Ski Resort, Switzerland Easement Ski resort operations, including third party land use rights, and dining facilities 34 Location Ownership Use Andermatt Ski Resort, Switzerland Concession contract Ski resort operations, including third party land use rights Arrowhead Mountain, CO Owned Ski resort operations, including ski lifts, ski trails, buildings and other improvements, property management and commercial space Attitash Mountain, NH Owned Ski resort operations, including ski lifts, ski trails, buildings, commercial space and other improvements Attitash Mountain, NH (279 acres) SUP Ski trails, ski lifts, buildings and other improvements BC Housing RiverEdge, CO 26% Owned Employee housing facilities Bachelor Gulch Village, CO Owned Ski resort operations, including ski lifts, ski trails, buildings and other improvements, property management and commercial space Beaver Creek Resort, CO Owned Ski resort operations, including ski lifts, ski trails, buildings and other improvements, property management, commercial space and real estate held for sale or development Beaver Creek Mountain, CO (3,801 acres) SUP Ski trails, ski lifts, buildings and other improvements Beaver Creek Mountain Resort, CO Owned Golf course, clubhouse, commercial space and residential condominium units Big Boulder Mountain, PA Owned Ski trails, ski lifts, buildings and other improvements Boston Mills, OH Owned Ski trails, ski lifts, buildings and other improvements Brandywine, OH Owned Ski trails, ski lifts, buildings and other improvements Breckenridge Ski Resort, CO Owned Ski resort operations, including ski lifts, ski trails, buildings and other improvements, property management, commercial space and real estate held for sale or development Breckenridge Mountain, CO (5,702 acres) SUP Ski trails, ski lifts, buildings and other improvements Breckenridge Terrace, CO 50% Owned Employee housing facilities Broomfield, CO Leased Corporate offices Colter Bay Village, WY Concession contract Lodging and dining facilities Crested Butte Mountain Resort, CO Owned Buildings, other improvements and land used for operation of Crested Butte Mountain Resort Crested Butte Mountain Resort, CO (4,350 acres) SUP Ski trails, ski lifts, buildings and other improvements Crotched Mountain, NH Owned Ski trails, ski lifts, buildings and other improvements Eagle-Vail, CO Owned Warehouse facility Edwards, CO Leased Administrative offices Falls Creek Alpine Resort, Victoria, Australia (1,112 acres) Leased Ski resort operations, including ski lifts, ski trails, buildings and other improvements Headwaters Lodge & Cabins at Flagg Ranch, WY Concession contract Lodging and dining facilities Heavenly Mountain Resort, CA & NV Owned Ski resort operations, including ski lifts, ski trails, buildings and other improvements and commercial space Heavenly Mountain, CA & NV (7,050 acres) SUP Ski trails, ski lifts, buildings and other improvements Hidden Valley Resort, MO Owned Ski trails, ski lifts, buildings and other improvements Hidden Valley Resort, PA Owned Ski trails, ski lifts, buildings and other improvements Hotham Alpine Resort, Victoria, Australia (791 acres) Leased Ski resort operations, including ski lifts, ski trails, buildings and other improvements Hunter Mountain, NY Owned Ski resort operations, including ski lifts, ski trails, golf course, clubhouse, buildings, commercial space and other improvements.
Mansfield, VT (1,400 acres) Leased Ski trails, ski lifts, buildings and other improvements used for operation of Stowe Mountain Resort Northstar California Resort, CA (7,200 acres) Leased Ski trails, ski lifts, golf course, commercial space, dining facilities, buildings and other improvements Northstar Village, CA Leased Commercial space, ski resort operations, dining facilities, buildings, property management and other improvements Okemo Mountain Resort, VT Owned Ski resort operations, including ski lifts, ski trails, buildings and other improvements, property management and commercial space Okemo Mountain, VT (1,223 acres) Leased Ski resort operations, including ski lifts, ski trails, dining facilities, buildings and other improvements Paoli Peaks, IN Owned/Leased Ski trails, ski lifts, buildings and other improvements Park City Mountain, UT (8,900 acres) Leased Ski resort operations including ski lifts, ski trails, buildings, commercial space, dining facilities, property management, conference facilities and other improvements (including areas previously referred to as Canyons Resort, UT) 36 Location Ownership Use Park City Mountain, UT (220 acres) Owned Ski trails, ski lifts, dining facilities, commercial space, buildings, real estate held for sale or development and other improvements Perisher Ski Resort, NSW, Australia (3,335 acres) Owned/Leased/Licensed Ski trails, ski lifts, dining facilities, commercial space, railway, buildings, lodging, conference facilities and other improvements Red Cliffs Lodge, CA Leased Dining facilities, ski resort operations, commercial space, administrative offices Red Sky Ranch, CO Owned Golf courses, clubhouses, dining facilities and real estate held for sale or development River Course at Keystone, CO Owned Golf course and clubhouse Roundtop Mountain Resort, PA Owned Ski resort operations, including ski lifts, ski trails, buildings, commercial space and other improvements Seven Springs Resort, PA Owned Ski trails, ski lifts, dining facilities, commercial space, lodging, property management, conference facilities and other improvements Snow Creek, MO Owned Ski trails, ski lifts, buildings and other improvements SSI Venture, LLC (“VRR”) Properties; CO, CA, NV, UT, MN & BC, Canada Owned/Leased Approximately 260 rental and retail stores (of which approximately 110 stores are currently held under lease) for recreational products and 7 leased warehouses Ski Tip Lodge, CO Owned Lodging and dining facilities Stevens Pass, WA Owned Employee housing and guest parking facilities Stevens Pass Mountain, WA (2,443 acres) SUP Ski trails, ski lifts, buildings and other improvements Stevens Pass Ski Resort, WA Owned Ski resort operations, including ski lifts, ski trails, buildings and other improvements and commercial space Stowe Mountain Resort, VT Owned Ski resort operations, including ski lifts, ski trails, buildings and other improvements and commercial space The Arrabelle at Vail Square, CO Owned Lodging, spa, dining and conference facilities The Lodge at Vail, CO Owned Lodging, spa, dining and conference facilities The Osprey at Beaver Creek, CO Owned Lodging, dining and conference facilities The Tarnes at Beaver Creek, CO 31% Owned Employee housing facilities Tenderfoot Housing, CO 50% Owned Employee housing facilities The Pines Lodge at Beaver Creek, CO Owned Lodging, dining and conference facilities Vail Mountain, CO Owned Ski resort operations, including ski lifts, ski trails, buildings and other improvements, property management, commercial space and real estate held for sale or development Vail Mountain, CO (12,353 acres) SUP Ski trails, ski lifts, buildings and other improvements Whistler Blackcomb Resort, BC, Canada 75% Owned Ski resort operations, including ski lifts, ski trails, buildings and other improvements, property management, commercial space and real estate held for sale or development Whistler Mountain and Blackcomb Mountain, BC, Canada MDA Ski resort operations, including ski lifts, ski trails, buildings and other improvements Whistler Blackcomb Resort, BC, Canada Leased Employee housing facilities Whitetail Resort, PA Owned Ski resort operations, including ski lifts, ski trails, golf course, buildings, commercial space and other improvements Wildcat Mountain, NH SUP/Owned Ski trails, ski lifts, buildings and other improvements Wilmot Mountain, WI Owned Ski trails, ski lifts, buildings and other improvements Many of our properties are used across all segments in complementary and interdependent ways. 37
Mansfield, VT (1,400 acres) Leased Ski trails, ski lifts, buildings and other improvements used for operation of Stowe Mountain Resort Northstar California Resort, CA (7,200 acres) Leased Ski trails, ski lifts, golf course, commercial space, dining facilities, buildings and other improvements Northstar Village, CA Leased Commercial space, ski resort operations, dining facilities, buildings, property management and other improvements Okemo Mountain Resort, VT Owned Ski resort operations, including ski lifts, ski trails, buildings and other improvements, property management and commercial space Okemo Mountain, VT (1,223 acres) Leased Ski resort operations, including ski lifts, ski trails, dining facilities, buildings and other improvements Paoli Peaks, IN Owned/Leased Ski trails, ski lifts, buildings and other improvements Park City Mountain, UT (8,900 acres) Leased Ski resort operations including ski lifts, ski trails, buildings, commercial space, dining facilities, property management, conference facilities and other improvements (including areas previously referred to as Canyons Resort, UT) Park City Mountain, UT (220 acres) Owned Ski trails, ski lifts, dining facilities, commercial space, buildings, real estate held for sale or development and other improvements Perisher Ski Resort, NSW, Australia (3,335 acres) Owned/Leased/Licensed Ski trails, ski lifts, dining facilities, commercial space, railway, buildings, lodging, conference facilities and other improvements Red Cliffs Lodge, CA Leased Dining facilities, ski resort operations, commercial space, administrative offices Red Sky Ranch, CO Owned Golf courses, clubhouses, dining facilities and real estate held for sale or development River Course at Keystone, CO Owned Golf course and clubhouse Roundtop Mountain Resort, PA Owned Ski resort operations, including ski lifts, ski trails, buildings, commercial space and other improvements Seven Springs Resort, PA Owned Ski trails, ski lifts, dining facilities, commercial space, lodging, property management, conference facilities and other improvements 36 Location Ownership Use Snow Creek, MO Owned Ski trails, ski lifts, buildings and other improvements SSI Venture, LLC (“VRR”) Properties; CO, CA, NV, UT, MN & BC, Canada Owned/Leased Approximately 270 rental and retail stores (of which approximately 105 stores are currently held under lease) for recreational products and 7 leased warehouses Ski Tip Lodge, CO Owned Lodging and dining facilities Stevens Pass, WA Owned Employee housing and guest parking facilities Stevens Pass Mountain, WA (2,443 acres) SUP Ski trails, ski lifts, buildings and other improvements Stevens Pass Ski Resort, WA Owned Ski resort operations, including ski lifts, ski trails, buildings and other improvements and commercial space Stowe Mountain Resort, VT Owned Ski resort operations, including ski lifts, ski trails, buildings and other improvements and commercial space The Arrabelle at Vail Square, CO Owned Lodging, spa, dining and conference facilities The Lodge at Vail, CO Owned Lodging, spa, dining and conference facilities The Osprey at Beaver Creek, CO Owned Lodging, dining and conference facilities The Tarnes at Beaver Creek, CO 31% Owned Employee housing facilities Tenderfoot Housing, CO 50% Owned Employee housing facilities The Pines Lodge at Beaver Creek, CO Owned Lodging, dining and conference facilities Vail Mountain, CO Owned Ski resort operations, including ski lifts, ski trails, buildings and other improvements, property management, commercial space and real estate held for sale or development Vail Mountain, CO (12,226 acres) SUP Ski trails, ski lifts, buildings and other improvements Whistler Blackcomb Resort, BC, Canada 75% Owned Ski resort operations, including ski lifts, ski trails, buildings and other improvements, property management, commercial space and real estate held for sale or development Whistler Mountain and Blackcomb Mountain, BC, Canada MDA Ski resort operations, including ski lifts, ski trails, buildings and other improvements Whistler Blackcomb Resort, BC, Canada Leased Employee housing facilities Whitetail Resort, PA Owned Ski resort operations, including ski lifts, ski trails, golf course, buildings, commercial space and other improvements Wildcat Mountain, NH (953 acres) SUP Ski trails, ski lifts, buildings and other improvements Wilmot Mountain, WI Owned Ski trails, ski lifts, buildings and other improvements Many of our properties are used across all segments in complementary and interdependent ways.
Jack Frost Ski Resort, PA Owned Ski trails, ski lifts, buildings and other improvements Jackson Hole Golf & Tennis Club, WY Owned Golf course, clubhouse, tennis and dining facilities Jackson Lake Lodge, WY Concession contract Lodging, dining and conference facilities Jenny Lake Lodge, WY Concession contract Lodging and dining facilities Keystone Conference Center, CO Owned Conference facility Keystone Lodge, CO Owned Lodging, spa, dining and conference facilities Keystone Resort, CO Owned Ski resort operations, including ski lifts, ski trails, buildings and other improvements, commercial space, property management, dining and real estate held for sale or development Keystone Mountain, CO (8,376 acres) SUP Ski trails, ski lifts, buildings and other improvements Keystone Ranch, CO Owned Golf course, clubhouse and dining facilities Kirkwood Mountain Resort, CA Owned Ski resort operations, including ski lifts, ski trails, buildings and other improvements, property management and commercial space Kirkwood Mountain, CA (2,330 acres) SUP Ski trails, ski lifts, buildings and other improvements Laurel Mountain, PA Leased Ski trails, ski lifts, buildings and other improvements Liberty Mountain Resort, PA Owned Ski resort operations, including ski lifts, ski trails, golf course, clubhouse, buildings and other improvements Mad River Mountain, OH Leased Ski trails, ski lifts, buildings and other improvements Mount Snow, VT (894 acres) SUP Ski resort operations, including ski lifts, ski trails, golf course, clubhouse, buildings, commercial space and other improvements.
Jack Frost Ski Resort, PA Owned Ski trails, ski lifts, buildings and other improvements Jackson Hole Golf & Tennis Club, WY Owned Golf course, clubhouse, tennis and dining facilities Jackson Lake Lodge, WY Concession contract Lodging, dining and conference facilities 35 Location Ownership Use Jenny Lake Lodge, WY Concession contract Lodging and dining facilities Keystone Conference Center, CO Owned Conference facility Keystone Lodge, CO Owned Lodging, spa, dining and conference facilities Keystone Resort, CO Owned Ski resort operations, including ski lifts, ski trails, buildings and other improvements, commercial space, property management, dining and real estate held for sale or development Keystone Mountain, CO (8,376 acres) SUP Ski trails, ski lifts, buildings and other improvements Keystone Ranch, CO Owned Golf course, clubhouse and dining facilities Kirkwood Mountain Resort, CA Owned Ski resort operations, including ski lifts, ski trails, buildings and other improvements, property management and commercial space Kirkwood Mountain, CA (2,330 acres) SUP Ski trails, ski lifts, buildings and other improvements Laurel Mountain, PA Leased Ski trails, ski lifts, buildings and other improvements Liberty Mountain Resort, PA Owned Ski resort operations, including ski lifts, ski trails, golf course, clubhouse, buildings and other improvements Mad River Mountain, OH Leased Ski trails, ski lifts, buildings and other improvements Mount Snow, VT Owned Ski resort operations, including ski lifts, ski trails, golf course, clubhouse, buildings, commercial space and other improvements.
Mount Sunapee Resort, NH (850 acres) Leased Ski resort operations, including ski lifts, ski trails, buildings and other improvements and commercial space Mt. Brighton, MI Owned Ski resort operations, including ski lifts, ski trails, buildings, commercial space and other improvements Mt.
Mount Snow, VT (894 acres) SUP Ski trails, ski lifts, buildings and other improvements Mount Sunapee Resort, NH (850 acres) Owned/Leased Ski resort operations, including ski lifts, ski trails, buildings and other improvements and commercial space Mt. Brighton, MI Owned Ski resort operations, including ski lifts, ski trails, buildings, commercial space and other improvements Mt.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

2 edited+0 added−0 removed1 unchanged
Biggest changeWe believe that we have adequate insurance coverage and/or have accrued for all loss contingencies for asserted and unasserted matters and that, although the ultimate outcome of such claims cannot be ascertained, current pending and threatened claims are not expected, individually or in the aggregate, to have a material adverse impact on our financial position, results of operations and cash flows.
Biggest changeWe believe that we have adequate insurance coverage and/or have accrued for all estimable and probable loss contingencies for asserted and unasserted matters and that, although the ultimate outcome of such claims cannot be ascertained, current pending and threatened claims are not expected, individually or in the aggregate, to have a material adverse impact on our financial position, results of operations and cash flows.
ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. 38 PART II
ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. 37 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

10 edited+2 added−9 removed3 unchanged
Biggest changeOn July 16, 2008, the Company’s Board of Directors increased the authorization by an additional 3,000,000 shares, and on December 4, 2015, the Company’s Board of Directors increased the authorization by an additional 1,500,000 shares for a total authorization to repurchase shares of up to 7,500,000 shares.
Biggest changeThe Board of Directors initially authorized the repurchase of up to 3,000,000 Vail Shares (March 9, 2006), and later authorized additional repurchases of up to 3,000,000 Vail Shares (July 16, 2008), 1,500,000 Vail Shares (December 4, 2015), and 2,500,000 Vail Shares (March 7, 2023), for a total authorization to repurchase up to 10,000,000 Vail Shares.
The amount, if any, of dividends to be paid in the future will depend on our available cash on hand, anticipated cash needs, overall financial condition, restrictions contained in our Vail Holdings Credit Agreement, future prospects for earnings and cash flows, as well as other factors considered relevant by our Board of Directors.
The amount, if any, of dividends to be paid in the future will depend on our available cash on hand, anticipated cash needs, overall financial condition, restrictions contained in our Eighth Amended and Restated Credit Agreement (the “Vail Holdings Credit Agreement”), future prospects for earnings and cash flows, as well as other factors considered relevant by our Board of Directors.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market and Stockholders Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “MTN.” As of September 26, 2022, 40,281,228 shares of common stock were outstanding, held by approximately 245 holders of record.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market and Stockholders Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “MTN.” As of September 25, 2023, 38,149,524 shares of common stock were outstanding, held by approximately 245 holders of record.
The performance graph is not deemed filed with the Securities and Exchange Commission (“SEC”) and is not to be incorporated by reference into any of our filings under the Securities Act of 1933 or the Exchange Act, unless such filings specifically incorporate the performance graph by reference therein.
Travel and Leisure Index as we believe we compete in the travel and leisure industry. 38 The performance graph is not deemed filed with the Securities and Exchange Commission (“SEC”) and is not to be incorporated by reference into any of our filings under the Securities Act of 1933 or the Exchange Act, unless such filings specifically incorporate the performance graph by reference therein.
On September 22, 2022, our Board of Directors approved a cash dividend of $1.91 per share payable on October 24, 2022 to stockholders of record as of October 5, 2022. We expect to fund the dividend with available cash on hand.
On September 27, 2023, our Board of Directors approved a cash dividend of $2.06 per share payable on October 26, 2023 to stockholders of record as of October 10, 2023. We expect to fund the dividend with available cash on hand.
Performance Graph The total return graph below is presented for the period from the beginning of our fiscal year ended July 31, 2018 through the end of our fiscal year ended July 31, 2022 (“Fiscal 2022”).
These authorizations have no expiration date. Performance Graph The total return graph below is presented for the period from the beginning of our fiscal year ended July 31, 2019 through the end of our fiscal year ended July 31, 2023 (“Fiscal 2023”).
Repurchases under these authorizations may be made from time to time at prevailing prices as permitted by applicable laws, and subject to market conditions and other factors.
Repurchases under these authorizations may be made from time to time at prevailing prices as permitted by applicable laws, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and subject to market conditions and other factors.
From inception of this stock repurchase program through July 31, 2022, the Company has repurchased 6,465,708 shares at a cost of approximately $479.4 million. As of July 31, 2022, 1,034,292 shares remained available to repurchase under the existing repurchase authorization.
From inception of this stock repurchase program through July 31, 2023, the Company has repurchased 8,648,302 shares at a cost of approximately $979.4 million, excluding excise tax. As of July 31, 2023, 1,351,698 shares remained available to repurchase under the existing repurchase authorization.
Repurchase of Equity Securities The following table sets forth our purchases of shares of our common stock during the fourth quarter of Fiscal 2022: Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1) May 1, 2022 - May 31, 2022 158,268 $ 234.88 158,268 1,035,716 June 1, 2022 - June 30, 2022 1,424 $ 228.86 1,424 1,034,292 July 1, 2022 - July 31, 2022 — $ — — 1,034,292 Total 159,692 $ 234.83 159,692 1,034,292 (1) The share repurchase program is conducted under authorizations made from time to time by our Board of Directors.
Repurchase of Equity Securities The following table sets forth our purchases of shares of our common stock during the fourth quarter of Fiscal 2023: Period Total Number of Shares Purchased Average Price Paid per Share (1) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (2) May 1, 2023 - May 31, 2023 — $ — — 1,756,562 June 1, 2023 - June 30, 2023 404,864 $ 247.00 404,864 1,351,698 July 1, 2023 - July 31, 2023 — $ — — 1,351,698 Total 404,864 $ 247.00 404,864 1,351,698 (1) Average price per share excludes any excise tax imposed on stock repurchases as part of the Inflation Reduction Act of 2022.
As of July 31, 2017 2018 2019 2020 2021 2022 Vail Resorts, Inc. $ 100.00 $ 134.22 $ 123.01 $ 98.39 $ 156.38 $ 124.02 Russell 2000 $ 100.00 $ 118.73 $ 113.44 $ 108.21 $ 164.41 $ 140.84 Standard & Poor’s 500 $ 100.00 $ 116.23 $ 125.50 $ 140.48 $ 191.66 $ 182.73 Dow Jones U.S.
As of July 31, 2018 2019 2020 2021 2022 2023 Vail Resorts, Inc. $ 100.00 $ 91.65 $ 73.31 $ 116.51 $ 92.40 $ 94.94 Russell 2000 $ 100.00 $ 95.55 $ 91.14 $ 138.48 $ 118.64 $ 127.97 Standard & Poor’s 500 $ 100.00 $ 107.98 $ 120.87 $ 164.90 $ 157.22 $ 177.64 Dow Jones U.S.
Removed
We announced on April 1, 2020 that we would be suspending the declaration of our quarterly dividend in response to the impacts of the COVID-19 pandemic. We did not pay any dividends during the year ended July 31, 2021 (“Fiscal 2021”) and we resumed making dividend payments in October 2021.
Added
(2) The share repurchase program is conducted under authorizations made from time to time by our Board of Directors.
Removed
On March 9, 2006, the Company’s Board of Directors approved a share repurchase program, authorizing the Company to repurchase up to 3,000,000 shares of common stock.
Added
Travel and Leisure $ 100.00 $ 116.04 $ 88.25 $ 129.66 $ 105.59 $ 138.95 ITEM 6. [Reserved]
Removed
These authorizations have no expiration date. Exchangeco Shares In connection with the Company’s acquisition of Whistler Blackcomb in October 2016, the Company issued consideration in the form of shares of Vail Resorts common stock (the “Vail Shares”), redeemable preferred shares of the Company’s wholly-owned Canadian subsidiary Whistler Blackcomb Holdings Inc. (“Exchangeco”) or cash (or a combination thereof).
Removed
Whistler Blackcomb shareholders elected to receive 3,327,719 Vail Shares and 418,095 redeemable preferred shares of Exchangeco (the “Exchangeco Shares”).
Removed
The Exchangeco Shares could be redeemed for Vail Shares at any time until October 2023 or until the Company elects to convert any remaining Exchangeco Shares to Vail Shares, which we have the ability to do once total 39 Exchangeco Shares outstanding fall below 20,904 shares (or 5% of the total Exchangeco Shares originally issued).
Removed
In July 2022, the number of outstanding Exchangeco Shares fell below such threshold and on August 25, 2022, the Company elected to redeem all outstanding Exchangeco Shares, effective September 26, 2022. As of the date of this Annual Report on Form 10-K, all Exchangeco Shares have been exchanged for Vail Shares.
Removed
Both Vail Shares and Exchangeco Shares have a par value of $0.01 per share, and Exchangeco Shares, while they were outstanding, were substantially the economic equivalent of the Vail Shares. The Company’s calculation of weighted-average shares outstanding includes the Exchangeco Shares.
Removed
Travel and Leisure Index as we believe we compete in the travel and leisure industry.
Removed
Travel and Leisure $ 100.00 $ 105.97 $ 122.97 $ 93.52 $ 137.40 $ 111.89

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

114 edited+43 added−82 removed60 unchanged
Biggest changeReconciliation of Non-GAAP Measures The following table reconciles net income attributable to Vail Resorts, Inc. to Total Reported EBITDA for Fiscal 2022, Fiscal 2021 and Fiscal 2020 (in thousands): Year ended July 31, 2022 2021 (1) 2020 (1) Net income attributable to Vail Resorts, Inc. $ 347,923 $ 127,850 $ 98,833 Net income (loss) attributable to noncontrolling interests 20,414 (3,393) 10,222 Net income 368,337 124,457 109,055 Provision for income taxes 88,824 726 7,378 Income before provision for income taxes 457,161 125,183 116,433 Depreciation and amortization 252,391 252,585 249,572 Asset impairments — — 28,372 (Gain) loss on disposal of fixed assets and other, net (43,992) 5,373 (838) Change in estimated fair value of contingent consideration 20,280 14,402 (2,964) Investment income and other, net (3,718) (586) (1,305) Foreign currency loss (gain) on intercompany loans 2,682 (8,282) 3,230 Interest expense, net 148,183 151,399 106,721 Total Reported EBITDA $ 832,987 $ 540,074 $ 499,221 Mountain Reported EBITDA $ 811,167 $ 552,753 $ 503,440 Lodging Reported EBITDA 25,747 (8,097) (91) Resort Reported EBITDA 836,914 544,656 503,349 Real Estate Reported EBITDA (3,927) (4,582) (4,128) Total Reported EBITDA $ 832,987 $ 540,074 $ 499,221 (1) Segment results for Fiscal 2021 and Fiscal 2020 have been retrospectively adjusted to reflect current period presentation.
Biggest changeReconciliation of Non-GAAP Measures The following table reconciles net income attributable to Vail Resorts, Inc. to Total Reported EBITDA for Fiscal 2023, Fiscal 2022 and Fiscal 2021 (in thousands): Year ended July 31, 2023 2022 2021 Net income attributable to Vail Resorts, Inc. $ 268,148 $ 347,923 $ 127,850 Net income (loss) attributable to noncontrolling interests 16,955 20,414 (3,393) Net income 285,103 368,337 124,457 Provision for income taxes 88,414 88,824 726 Income before provision for income taxes 373,517 457,161 125,183 Depreciation and amortization 268,501 252,391 252,585 Loss (gain) on disposal of fixed assets and other, net 9,070 (43,992) 5,373 Change in estimated fair value of contingent consideration 49,836 20,280 14,402 Investment income and other, net (23,744) (3,718) (586) Foreign currency loss (gain) on intercompany loans 2,907 2,682 (8,282) Interest expense, net 153,022 148,183 151,399 Total Reported EBITDA $ 833,109 $ 832,987 $ 540,074 Mountain Reported EBITDA $ 822,570 $ 811,167 $ 552,753 Lodging Reported EBITDA 12,267 25,747 (8,097) Resort Reported EBITDA 834,837 836,914 544,656 Real Estate Reported EBITDA (1,728) (3,927) (4,582) Total Reported EBITDA $ 833,109 $ 832,987 $ 540,074 The following table reconciles long-term debt, net to Net Debt (defined as long-term debt, net plus long-term debt due within one year less cash and cash equivalents) (in thousands): Year ended July 31, 2023 2022 Long-term debt, net $ 2,750,675 $ 2,670,300 Long-term debt due within one year 69,160 63,749 Total debt 2,819,835 2,734,049 Less: cash and cash equivalents 562,975 1,107,427 Net Debt $ 2,256,860 $ 1,626,622 49 Liquidity and Capital Resources Changes in significant sources and uses of cash for Fiscal 2023, Fiscal 2022 and Fiscal 2021 are presented by categories as follows (in thousands): Year ended July 31, 2023 2022 2021 Net cash provided by operating activities $ 639,563 $ 710,499 $ 525,250 Net cash used in investing activities $ (273,167) $ (347,917) $ (103,329) Net cash (used in) provided by financing activities $ (915,708) $ (493,136) $ 434,662 Historically, we have lower cash available at the end of each first and fourth fiscal quarter-end as compared to our second and third fiscal quarter-ends, primarily due to the seasonality of our Mountain segment operations, although our available cash balances as of July 31, 2022 and 2021 were higher than our historical July 31 balance primarily as a result of the debt offerings we completed in Fiscal 2021 and Fiscal 2020.
We have chosen to specifically include segment Reported EBITDA (defined as segment net revenue less segment operating expense, plus or minus segment equity investment income or loss and for the Real Estate segment, plus gain or loss on sale of real property) in the following discussion because we consider this measurement to be a significant indication of our financial performance.
We have chosen to specifically include segment Reported EBITDA (defined as segment net revenue less segment operating expense, plus segment equity investment income or loss, and for the Real Estate segment, plus gain or loss on sale of real property) in the following discussion because we consider this measurement to be a significant indication of our financial performance.
Pricing is impacted by both absolute pricing, as well as the demographic mix of guests, which impacts the price points at which various products are purchased. The demographic mix of guests that visit our North American Resorts is divided into two primary categories: (i) out-of-state and international (“Destination”) guests and (ii) in-state and local (“Local”) guests.
Pricing is impacted by absolute pricing, as well as both the demographic and geographic mix of guests, which impacts the price points at which various products are purchased. The demographic mix of guests that visit our North American Resorts is divided into two primary categories: (i) out-of-state and international (“Destination”) guests and (ii) in-state and local (“Local”) guests.
There can be no assurance that the estimates and assumptions made for purposes of the annual goodwill and indefinite-lived intangible asset impairment tests will prove to be an accurate prediction of the future. 60 Tax Contingencies Description We must make certain estimates and judgments in determining income tax expense for financial statement purposes.
There can be no assurance that the estimates and assumptions made for purposes of the annual goodwill and indefinite-lived intangible asset impairment tests will prove to be an accurate prediction of the future. Tax Contingencies Description We must make certain estimates and judgments in determining income tax expense for financial statement purposes.
Resort Reported EBITDA (defined as the combination of segment Reported EBITDA of our Mountain and Lodging segments), Total Reported EBITDA (which is Resort Reported EBITDA plus segment Reported EBITDA from our Real Estate segment) and Net Debt are not measures of financial performance or liquidity defined under accounting principles generally accepted in the United States (“GAAP”).
Resort Reported EBITDA (defined as the combination of segment Reported EBITDA of our Mountain and Lodging segments), Total Reported EBITDA (which is Resort Reported EBITDA plus segment Reported EBITDA from 39 our Real Estate segment) and Net Debt are not measures of financial performance or liquidity defined under accounting principles generally accepted in the United States (“GAAP”).
Our pass products provide a compelling value proposition to our guests, which in turn assists us in developing a loyal base of customers who commit to ski at our Resorts in advance of the ski season and typically ski more days each season at our Resorts than those guests who do not buy pass products.
Our pass products provide a compelling value proposition to our guests, which in turn assists us in developing a loyal base of customers who commit to ski at our Resorts generally in advance of the ski season and typically ski more days each season at our Resorts than those guests who do not buy pass products.
In addition to the estimates and assumptions applied to valuing intangible assets acquired, the determination of the estimated fair value of contingent consideration, including estimating the likelihood and timing of achieving the relevant thresholds for contingent consideration payments, requires the use of subjective judgments.
In addition to the estimates and assumptions applied to valuing intangible assets acquired, the determination of the estimated fair value of 55 contingent consideration, including estimating the likelihood and timing of achieving the relevant thresholds for contingent consideration payments, requires the use of subjective judgments.
Revenue and profits generated by NPS concessioner properties’ summer operations, golf operations and Australian resorts’ ski operations are not sufficient to fully offset our off-season losses from our North American mountain and other lodging operations.
Revenue and profits generated by NPS concessioner properties’ summer operations, golf operations and Australian resorts’ ski operations are not sufficient to fully offset our off-season losses from our North American and European mountain and other lodging operations.
Mountain segment revenue is seasonal, with the majority of revenue earned from our North American ski operations occurring in our second and third fiscal quarters and the majority of revenue earned from our Australian ski operations occurring in our first and fourth fiscal quarters.
Mountain segment revenue is seasonal, with the majority of revenue earned from our North American and European ski operations occurring in our second and third fiscal quarters and the majority of revenue earned from our Australian ski operations occurring in our first and fourth fiscal quarters.
Additionally, Destination guest visitation is less likely to be impacted by changes in the weather during the current season, but may be more impacted by adverse economic conditions, the global geopolitical climate or weather conditions in the immediately preceding ski season. Local guests tend to be more value-oriented and weather sensitive.
Additionally, Destination guest visitation is less likely to be impacted by changes in the weather during the current season, but may be more impacted by adverse economic conditions, the global geopolitical climate, travel disruptions or weather conditions in the immediately preceding ski season. Local guests tend to be more value-oriented and weather-sensitive.
These amounts also include other commitments for goods and services not yet received, including construction contracts and minimum commitments under season pass alliance agreements, which are not included on our Consolidated Balance Sheet as of July 31, 2022 in accordance with GAAP.
These amounts also include other commitments for goods and services not yet received, including construction contracts and minimum commitments under season pass alliance agreements, which are not included on our Consolidated Balance Sheet as of July 31, 2023 in accordance with GAAP.
We estimate the fair value of the Park City contingent consideration payments using an option pricing valuation model which incorporates, among other factors, projected achievement of specified financial performance measures, discounts rates and volatility for the respective business.
We estimate the fair value of the Park City contingent consideration payments using an option pricing valuation model which incorporates, among other factors, projected achievement of specified financial performance measures, discount rates and volatility for the respective business.
Our borrowing availability under the Whistler Credit Agreement is primarily determined based on the commitment size of the credit facility and our compliance with the terms of the Whistler Credit Agreement. We were in compliance with all restrictive financial covenants in our debt instruments as of July 31, 2022.
Our borrowing availability under the Whistler Credit Agreement is primarily determined based on the commitment size of the credit facility and our compliance with the terms of the Whistler Credit Agreement. We were in compliance with all restrictive financial covenants in our debt instruments as of July 31, 2023.
We expect that we will continue to meet all applicable financial maintenance covenants in effect in our credit agreements throughout the year ending July 31, 2023; however, there can be no assurance that we will continue to meet such financial covenants.
We expect that we will continue to meet all applicable financial maintenance covenants in effect in our credit agreements throughout the year ending July 31, 2024; however, there can be no assurance that we will continue to meet such financial covenants.
As of July 31, 2022, the Vail Holdings Credit Agreement provides for (i) a revolving loan facility in an aggregate principal amount of $500.0 million and (ii) a term loan facility of $1.1 billion.
As of July 31, 2023, the Vail Holdings Credit Agreement provides for (i) a revolving loan facility in an aggregate principal amount of $500.0 million and (ii) a term loan facility of $1.0 billion.
As a result, during the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill.
As a result, during the measurement period, which may be up to one year from the acquisition date, we may record adjustments, which could be significant, to the assets acquired and liabilities assumed with the corresponding offset to goodwill.
Changes in these estimates and assumptions could materially affect the determination of estimated fair value and impairment for each reporting unit or indefinite-lived intangible asset. Effect if Actual Results Differ From Assumptions Goodwill and indefinite-lived intangible assets are tested for impairment at least annually as of May 1.
Changes in these estimates and assumptions could materially affect the determination of estimated fair value and the amount of any potential impairment for each reporting unit or indefinite-lived intangible asset. Effect if Actual Results Differ From Assumptions Goodwill and indefinite-lived intangible assets are tested for impairment at least annually as of May 1.
During Fiscal 2022, we primarily performed qualitative analyses of our reporting units and indefinite-lived intangible assets and determined that the estimated fair value of all material reporting units and indefinite-lived intangible assets significantly exceeded their respective carrying values. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors.
During Fiscal 2023, we performed qualitative analyses of our reporting units and indefinite-lived intangible assets and determined that the estimated fair value of all material reporting units and indefinite-lived intangible assets significantly exceeded their respective carrying values. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors.
Other operating expense of $5.3 million was primarily comprised of general and administrative costs, such as labor and labor-related benefits, professional services and allocated corporate overhead costs. 52 Other Items In addition to segment operating results, the following items contributed to our overall financial position and results of operations (in thousands).
Other operating expense of $5.7 million was primarily comprised of general and administrative costs, such as labor and labor-related benefits, professional services and allocated corporate overhead costs. Other Items In addition to segment operating results, the following items contributed to our overall financial position and results of operations (in thousands).
Other intangible assets are evaluated for impairment only when there is evidence that events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. 59 Judgments and Uncertainties Application of the goodwill and indefinite-lived intangible asset impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units and determination of the estimated fair value of reporting units and indefinite-lived intangible assets.
Definite-lived intangible assets are evaluated for impairment only when there is evidence that events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. 53 Judgments and Uncertainties Application of the goodwill and indefinite-lived intangible asset impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units and determination of the estimated fair value of reporting units and indefinite-lived intangible assets.
Other operating expense of $5.7 million was primarily comprised of general and administrative costs, such as labor and labor-related benefits, professional services and allocated corporate overhead costs. Fiscal 2021 We did not close on any significant real estate transactions during Fiscal 2021.
Other operating expense of $5.5 million was primarily comprised of general and administrative costs, such as labor and labor-related benefits, professional services and allocated corporate overhead costs. Fiscal 2022 We did not close on any significant real estate transactions during Fiscal 2022.
Our debt service requirements can be impacted by changing interest rates as we had approximately $0.7 billion of net variable-rate debt outstanding as of July 31, 2022, after consideration of $400.0 million in interest rate swaps which convert variable-rate debt to fixed-rate debt.
Our debt service requirements can be impacted by changing interest rates as we had approximately $0.7 billion of net variable-rate debt outstanding as of July 31, 2023, after consideration of $400.0 million in interest rate swaps which effectively convert variable-rate debt to fixed-rate debt.
The following discussion and analysis should be read in conjunction with the Forward-Looking Statements section and Item 1A. “Risk Factors” each included in this Form 10-K. The MD&A includes discussion of financial performance within each of our three segments.
The following discussion and analysis should be read in conjunction with the Forward-Looking Statements section and Item 1A. “Risk Factors,” each included in this Form 10-K. The MD&A includes discussion of financial performance within each of our three segments.
For the 2022/2023 ski season, our pass alliances include Telluride Ski Resort in Colorado, Hakuba Valley and Rusutsu Resort in Japan, Resorts of the Canadian Rockies in Canada, Les 3 Vallées in France, Verbier 4 Vallées in Switzerland, Skirama Dolomiti in Italy and Ski Arlberg in Austria.
For the 2023/2024 ski season, our pass alliances include Telluride Ski Resort in Colorado, Hakuba Valley and Rusutsu Resort in Japan, Resorts of the Canadian Rockies in Canada, Les 3 Vallées in France, Disentis Ski Area and Verbier 4 Vallées in Switzerland, Skirama Dolomiti in Italy and Ski Arlberg in Austria.
Approximately 61%, 61% and 51% of total lift revenue was derived from pass revenue for Fiscal 2022, Fiscal 2021 and Fiscal 2020, respectively (including the impact of the deferral of pass product revenue from Fiscal 2020 to Fiscal 2021 as a result of credits offered to 2019/2020 North American pass product holders who purchased 2020/2021 pass products).
Approximately 61% of total lift revenue was derived from pass revenue for each of Fiscal 2023, Fiscal 2022, and Fiscal 2021 (including the impact of the deferral of pass product revenue from Fiscal 2020 to Fiscal 2021 as a result of credits offered to 2019/2020 North American pass product holders who purchased 2020/2021 pass products).
For the 2021/2022 North American ski season, Destination guests comprised approximately 58% of our North American destination mountain resort skier visits (excluding complimentary access), while Local guests comprised approximately 42% of our North American destination mountain resort skier visits (excluding complimentary access), which compares to 52% and 48%, respectively, for the 2020/2021 North American ski season and approximately 58% and 42%, respectively, for the 2019/2020 North American ski season.
For the 2022/2023 North American ski season, Destination guests comprised approximately 57% of our North American destination mountain resort skier visits (excluding complimentary access), while Local guests comprised approximately 43% of our North American destination mountain resort skier visits (excluding complimentary access), which compares to 58% and 42%, respectively, for the 2021/2022 North American ski season and approximately 52% and 48%, respectively, for the 2020/2021 North American ski season.
In particular, revenue and profits for our North America mountain and most of our lodging operations are substantially lower and historically result in losses from late spring to late fall.
In particular, revenue and profits for our North American and European mountain and most of our lodging operations are substantially lower and historically result in losses from late spring to late fall.
On March 6, 2006, our Board of Directors initially authorized the repurchase of up to 3,000,000 shares of Vail Shares and later authorized additional repurchases of up to 3,000,000 additional Vail Shares (July 16, 2008) and 1,500,000 Vail Shares (December 4, 2015), for a total authorization to repurchase shares of up to 7,500,000 Vail Shares.
On March 9, 2006, our Board of Directors initially authorized the repurchase of up to 3,000,000 shares of Vail Shares and later authorized additional repurchases of up to 3,000,000 additional Vail Shares (July 16, 2008), 1,500,000 Vail Shares (December 4, 2015), and 2,500,000 Vail Shares (March 7, 2023), for a total authorization to repurchase shares of up to 10,000,000 Vail Shares.
Examples of events or circumstances that could reasonably be expected to negatively affect the underlying key assumptions and ultimately impact the estimated fair value of our reporting units may include such items as: (1) prolonged adverse weather conditions resulting in a sustained decline in guest visitation; (2) a prolonged weakness in the general economic conditions in which guest visitation and spending is adversely impacted (particularly with regard to COVID-19 or other potential future pandemics); and (3) volatility in the equity and debt markets which could result in a higher discount rate.
Examples of events or circumstances that could reasonably be expected to negatively affect the underlying key assumptions and ultimately impact the estimated fair value of our reporting units may include such items as: (1) prolonged adverse weather conditions resulting in a sustained decline in guest visitation; (2) a prolonged weakness in the general economic conditions in which guest visitation and spending is adversely impacted; and (3) volatility in the equity and debt markets which could result in a higher discount rate.
These analyses require significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, available industry/market data (to the extent available), estimation of the long-term rate of growth for our business including expectations and assumptions regarding the impact of general economic conditions on our business, estimation of the useful life over which cash flows will occur (including terminal multiples), determination of the respective weighted average cost of capital and market participant assumptions.
These analyses require significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, available industry/market data (to the extent available), estimation of the long-term rate of growth for our business including expectations and assumptions regarding the impact of general economic conditions on our business, estimation of terminal value, determination of the respective weighted average cost of capital and market participant assumptions.
Other revenue mainly consists of summer visitation and other mountain activities revenue, employee housing revenue, guest services revenue, commercial leasing revenue, marketing revenue, private club revenue (which includes both club dues and amortization of initiation fees), municipal services revenue and other recreation activity revenue. Other revenue also includes Australian ski area lodging and transportation revenue.
Other revenue mainly consists of revenues from summer visitation and other mountain activities, employee housing, guest services, commercial leasing, marketing, private clubs (which includes both club dues and amortization of initiation fees), municipal services, other recreation activities and Australian ski area lodging and transportation.
Revenues from such properties represented approximately 73%, 67% and 75% of Lodging segment net revenue (excluding Lodging segment revenue associated with the reimbursement of payroll costs) for Fiscal 2022, Fiscal 2021 and Fiscal 2020, respectively.
Revenues from such properties represented approximately 71%, 73% and 67% of Lodging segment net revenue (excluding Lodging segment revenue associated with the reimbursement of payroll costs) for Fiscal 2023, Fiscal 2022 and Fiscal 2021, respectively.
During Fiscal 2022, approximately 83% of total combined Mountain and Lodging segment net revenue (excluding Lodging segment revenue associated with reimbursement of payroll costs) was earned during the second and third fiscal quarters.
During Fiscal 2023, approximately 81% of total combined Mountain and Lodging segment net revenue (excluding Lodging segment revenue associated with reimbursement of payroll costs) was earned during the second and third fiscal quarters.
Our North American destination mountain resorts and regional ski areas (collectively, “Resorts”) typically experience their peak operating season for the Mountain segment from mid-December through mid-April, and our Australian ski areas typically experience their peak operating season from June to earl y October .
Our North American and European Resorts typically experience their peak operating season for the Mountain segment from mid-December through mid-April, and our Australian ski areas typically experience their peak operating season from June to earl y October .
Our largest source of Mountain segment revenue comes from the sale of lift tickets (including pass products), which represented approximately 59%, 63% and 53% of Mountain segment net revenue for Fiscal 2022, the fiscal year ended July 31, 2021 (“Fiscal 2021”) and the fiscal year ended July 31, 2020 (“Fiscal 2020”), respectively. 42 Lift revenue is driven by volume and pricing.
Our largest source of Mountain segment revenue comes from the sale of lift tickets (including pass products), which represented approximately 56%, 59% and 63% of Mountain segment net revenue for Fiscal 2023, the fiscal year ended July 31, 2022 (“Fiscal 2022”) and the fiscal year ended July 31, 2021 (“Fiscal 2021”), respectively. Lift revenue is driven by volume and pricing.
However, it is not possible at this time to determine if an impairment charge would result or if such a charge would be material. As of July 31, 2022, we had $1,754.9 million of goodwill and $254.2 million of indefinite-lived intangible assets recorded on our Consolidated Balance Sheet.
However, it is not possible at this time to determine if an impairment charge would result or if such a charge would be material. As of July 31, 2023, we had $1,720.3 million of goodwill and $254.4 million of indefinite-lived intangible assets recorded on our Consolidated Balance Sheet.
As of July 31, 2022, 1,034,292 Vail Shares remained available to repurchase under the existing repurchase authorization. Vail Shares purchased pursuant to the repurchase program will be held as treasury shares and may be used for the issuance of shares under our share award plan.
As of July 31, 2023, 1,351,698 Vail Shares remained available to repurchase under the existing repurchase authorization. Vail Shares purchased pursuant to the repurchase program will be held as treasury shares and may be used for the issuance of shares under our share award plan.
Pass product sales are adjusted to include pass product sales for the Seven Springs Resorts in both periods and to eliminate the impact of foreign currency by applying an exchange rate of $0.76 between the Canadian dollar and U.S. dollar to both periods for Whistler Blackcomb pass product sales.
Pass product sales are adjusted to eliminate the impact of foreign currency by applying an exchange rate of $0.74 between the Canadian dollar and U.S. dollar in both periods for Whistler Blackcomb pass product sales.
While historical performance and current expectations have generally resulted in estimated fair values of our reporting units in excess of carrying values, if our assumptions are not realized, it is possible that an impairment charge may need to be recorded in the future.
While we believe that our estimates and judgments are reasonable and while historical performance and current expectations have generally resulted in estimated fair values of our reporting units and indefinite-lived assets that are in excess of carrying values, if our assumptions are not realized, it is possible that an impairment charge may need to be recorded in the future.
A 100-basis point change in LIBOR (or its successor, SOFR) would cause our annual interest payments on our net variable-rate debt to change by approximately $7.4 million. Additionally, the annual payments associated with the financing of the Canyons transaction increase by the greater of CPI less 1%, or 2%.
A 100-basis point change in our borrowing rates would cause our annual interest payments on our net variable-rate debt to change by approximately $6.7 million. Additionally, the annual payments associated with the financing of the Canyons transaction increase by the greater of CPI less 1%, or 2%.
Debt As of July 31, 2022, principal payments on the majority of our long-term debt ($2.7 billion of the total $2.8 billion debt outstanding as of July 31, 2022) are not due until fiscal year 2025 and beyond.
Debt As of July 31, 2023, principal payments on the majority of our long-term debt ($2.1 billion of the total $2.8 billion debt outstanding as of July 31, 2023) are not due until fiscal year 2026 and beyond.
Conversely, peak operating seasons for our NPS concessioner properties, our mountain resort golf courses and our Australian resorts’ ski season generally occur during the North American summer months while the North American winter months result in operating losses.
Conversely, peak operating seasons for our NPS concessioner properties, our mountain resort golf courses and our Australian resorts’ ski season generally occur during the North American summer months, and these operations typically incur operating losses during the North American and European winter months.
Debt obligations, which totaled $2.8 billion as of July 31, 2022, are recognized as liabilities in our Consolidated Balance Sheet. Obligations under construction contracts and other purchase commitments are not recognized as liabilities in our Consolidated Balance Sheet until services and/or goods are received which is in accordance with GAAP.
Obligations under construction contracts and other purchase commitments are not recognized as liabilities in our Consolidated Balance Sheet until services and/or goods are received which is in accordance with GAAP.
In addition to our $1,107.4 million of cash and cash equivalents at July 31, 2022, we had $417.4 million available under the revolver component of our Vail Holdings Credit Agreement as of July 31, 2022 (which represents the total commitment of $500.0 million less certain letters of credit outstanding of $82.6 million).
In addition to our $563.0 million of cash and cash equivalents at July 31, 2023, we had $421.0 million available under the revolver component of our Vail Holdings Credit Agreement as of July 31, 2023 (which represents the total commitment of $500.0 million less certain letters of credit outstanding of $79.0 million).
If the net carrying value of the assets exceed their estimated fair value, an impairment will be recognized for indefinite-lived intangible assets, including goodwill, in an amount equal to that excess; otherwise, no impairment loss is recognized.
If the net carrying value of the reporting units or assets exceed their estimated fair value, an impairment will be recognized in an amount equal to that excess; otherwise, no impairment loss is recognized.
The share repurchase program has no expiration date. 58 Dividend Payments During Fiscal 2022, we paid cash dividends of $5.58 per share ($225.8 million, including cash dividends paid to Exchangeco shareholders). We did not pay cash dividends during Fiscal 2021.
The share repurchase program has no expiration date. 52 Dividend Payments During Fiscal 2023, we paid cash dividends of $7.94 per share ($314.4 million). During Fiscal 2022, we paid cash dividends of $5.58 per share ($225.8 million, including cash dividends paid to Exchangeco shareholders).
A 10% decrease in the estimated useful lives of depreciable assets would have increased depreciation expense by approximately $24.0 million for Fiscal 2022. 61 Business Combinations Description A component of our growth strategy has been to acquire and integrate businesses that complement our existing operations.
A 10% decrease in the estimated useful lives of depreciable assets would have increased depreciation expense by approximately $28.3 million for Fiscal 2023. Business Combinations Description A component of our growth strategy has been to acquire and integrate businesses that complement our existing operations. We account for business combinations in accordance with the guidance for business combinations and related literature.
Also, to further support the liquidity needs of Whistler Blackcomb, we had C$281.6 million ($220.0 million) available under the revolver component of our Whistler Credit Agreement (which represents the total commitment of C$300.0 million ($234.3 million) less outstanding borrowings of C$15.0 million ($11.6 million) and letters of credit outstanding of C$3.4 million ($2.6 million)).
Also, to further support the liquidity needs of Whistler Blackcomb, we had C$296.6 million ($224.9 million) available under the revolver component of our Whistler Credit Agreement (which represents the total commitment of C$300.0 million ($227.5 million) less letters of credit outstanding of 50 C$3.4 million ($2.6 million)).
The fluctuation in our debt service requirements, in addition to interest rate and inflation changes, may be impacted by future borrowings under our credit agreements or other alternative financing arrangements we may enter into.
The fluctuation in our debt service requirements, in addition to interest rate and inflation changes, may be impacted by future borrowings under our credit agreements or other alternative financing arrangements we may enter into. Our long term liquidity needs depend upon operating results that impact the borrowing capacity under our credit agreements.
In March 2022, we began our pass product sales program for the 2022/2023 North American ski season. Pass product sales through September 23, 2022 for the upcoming 2022/2023 North American ski season increased approximately 6% in units and approximately 7% in sales dollars as compared to the prior year through September 24, 2021.
Pass product sales through September 22, 2023 for the upcoming 2023/2024 North American ski season increased approximately 7% in units and approximately 11% in sales dollars as compared to the prior year through September 23, 2022.
(2) Purchase obligations and other primarily includes amounts which are classified as trade payables ($149.8 million), accrued payroll and benefits ($109.8 million), accrued fees and assessments ($25.7 million), contingent consideration liability ($42.4 million) and accrued taxes (including taxes for uncertain tax positions) ($87.5 million) on our Consolidated Balance Sheet as of July 31, 2022.
(2) Purchase obligations and other primarily includes amounts which are classified as trade payables ($148.5 million), accrued payroll and benefits ($99.4 million), accrued fees and assessments ($27.6 million), contingent consideration liability ($73.3 million) and accrued taxes (including taxes for uncertain tax positions) ($140.3 million) on our Consolidated Balance Sheet as of July 31, 2023.
If it is determined, based on qualitative factors, that the fair value of the reporting unit or indefinite-lived intangible asset may be more likely than not less than carrying amount, or if significant changes to macro-economic factors related to the reporting unit or intangible asset have occurred that could materially impact fair value since the previous quantitative analysis was performed, a quantitative impairment test would be required, in which we would determine the estimated fair value of our reporting units using a discounted cash flow analysis and determine the estimated fair value of indefinite-lived intangible assets primarily using the income approach based upon estimated future revenue streams.
If it is determined, based on qualitative factors, that the fair value of the reporting unit or indefinite-lived intangible asset is more likely than not less than its carrying amount, or if significant changes to macro-economic factors related to the reporting unit or intangible asset have occurred that could materially impact the estimated fair value since the previous quantitative analysis was performed, a quantitative impairment test would be required.
On September 22, 2022, our Board of Directors approved a cash dividend of $1.91 per share payable on October 24, 2022 to stockholders of record as of October 5, 2022. We expect to fund the dividend with available cash on hand.
On September 27, 2023, our Board of Directors approved a cash dividend of $2.06 per share payable on October 26, 2023 to stockholders of record as of October 10, 2023. We expect to fund the dividend with available cash on hand.
As of July 31, 2022 and 2021, total long-term debt, net (including long-term debt due within one year) was $2.7 billion and $2.9 billion, respectively. Net Debt (defined as long-term debt, net plus long-term debt due within one year less cash and cash equivalents) was $1.6 billion as of both July 31, 2022 and 2021.
As of July 31, 2023 and 2022, total long-term debt, net (including long-term debt due within one year) was $2.8 billion and $2.7 billion, respectively.
Foreign currency (loss) gain on intercompany loans for Fiscal 2022 decreased as compared to Fiscal 2021 and increased for Fiscal 2021 as compared to Fiscal 2020, both as a result of the Canadian dollar fluctuating relative to the U.S. dollar, and was associated with an intercompany loan from Vail Holdings, Inc. to Whistler Blackcomb in the original amount of $210.0 million that was funded, effective as of November 1, 2016, in connection with the acquisition of Whistler Blackcomb.
Foreign currency (loss) gain on intercompany loans is associated with an intercompany loan from Vail Holdings, Inc. to Whistler Blackcomb in the original amount of $210.0 million that was funded, effective as of November 1, 2016, in connection with the acquisition of Whistler Blackcomb. This intercompany loan requires foreign currency remeasurement to Canadian dollars, the functional currency for Whistler Blackcomb.
Upon the conclusion of the measurement period or final determination of the estimated fair values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments would be recorded in our Consolidated Statements of Operations. We recognize the fair value of contingent consideration at the date of acquisition as part of the consideration transferred to acquire a business.
Upon the conclusion of the measurement period or final determination of the estimated fair values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments would be recorded on our Consolidated Statements of Operations.
We invested CHF 149.3 million ($155.7 million), comprised of a CHF 110.0 million ($114.4 million) investment into Andermatt-Sedrun for use in capital investments to enhance the guest experience on the mountain and CHF 39.3 million ($41.3 million) paid to ASA. The proceeds paid to ASA will be fully reinvested into the real estate developments in the base area.
The total consideration we paid was comprised of a $114.4 million (CHF 110.0 million) investment into Andermatt-Sedrun for use in capital investments to enhance the guest experience on the mountain and $41.3 million (CHF 39.3 million) paid to ASA. As of August 3, 2022 the total fair value of the consideration paid was $155.4 million (CHF 149.3 million).
As a result, there can be no assurance that the estimates and assumptions made for purposes of the annual goodwill impairment test will prove to be an accurate prediction of the future.
As a result, there can be no assurance that the estimates and assumptions made for purposes of the annual goodwill or indefinite-lived asset impairment tests are accurate.
Year ended July 31, Percentage Increase/(Decrease) 2022 2021 2020 2022/2021 2021/2020 Asset impairments $ — $ — $ (28,372) nm (100.0) % Change in estimated fair value of contingent consideration $ (20,280) $ (14,402) $ 2,964 (40.8) % (585.9) % Gain (loss) on disposal of fixed assets and other, net $ 43,992 $ (5,373) $ 838 918.8 % (741.2) % Interest expense, net $ (148,183) $ (151,399) $ (106,721) 2.1 % (41.9) % Foreign currency (loss) gain on intercompany loans $ (2,682) $ 8,282 $ (3,230) (132.4) % 356.4 % Provision for income taxes $ (88,824) $ (726) $ (7,378) (12,134.7) % 90.2 % Effective tax rate (19.4) % (0.6) % (6.3) % 18.8 pts (5.7 pts) Net (income) loss attributable to noncontrolling interest $ (20,414) $ 3,393 $ (10,222) (701.7) % 133.2 % Asset impairments.
Year ended July 31, Percentage Increase/(Decrease) 2023 2022 2021 2023/2022 2022/2021 Depreciation and amortization $ (268,501) $ (252,391) $ (252,585) 6.4 % (0.1) % Change in estimated fair value of contingent consideration $ (49,836) $ (20,280) $ (14,402) 145.7 % 40.8 % (Loss) gain on disposal of fixed assets and other, net $ (9,070) $ 43,992 $ (5,373) (120.6) % 918.8 % Investment income and other, net $ 23,744 $ 3,718 $ 586 538.6 % 534.5 % Foreign currency (loss) gain on intercompany loans $ (2,907) $ (2,682) $ 8,282 (8.4) % (132.4) % Provision for income taxes $ (88,414) $ (88,824) $ (726) 0.5 % (12,134.7) % Effective tax rate (23.7) % (19.4) % (0.6) % 4.3 pts 18.8 pts Net (income) loss attributable to noncontrolling interest $ (16,955) $ (20,414) $ 3,393 16.9 % (701.7) % Depreciation and amortization .
Mountain equity investment income from the real estate brokerage company increased $5.0 million (296.3%) for Fiscal 2021 compared to Fiscal 2020 due to a significant increase in both the number of real estate sales and the average price of those sales. 49 Lodging Segment Lodging segment operating results for Fiscal 2022, Fiscal 2021 and Fiscal 2020 are presented by category as follows (in thousands, except average daily rate (“ADR”) and revenue per available room (“RevPAR”)): Percentage Year ended July 31, Increase/(Decrease) 2022 2021 (1) 2020 (1) 2022/2021 2021/2020 Lodging net revenue: Owned hotel rooms $ 80,579 $ 47,509 $ 44,992 69.6 % 5.6 % Managed condominium rooms 97,704 72,217 76,480 35.3 % (5.6) % Dining 48,569 17,211 31,464 182.2 % (45.3) % Transportation 16,021 9,271 15,796 72.8 % (41.3) % Golf 10,975 9,373 8,023 17.1 % 16.8 % Other 46,500 43,008 44,933 8.1 % (4.3) % Lodging net revenue (excluding payroll cost reimbursements) 300,348 198,589 221,688 51.2 % (10.4) % Payroll cost reimbursements 11,742 6,553 10,549 79.2 % (37.9) % Total Lodging net revenue 312,090 205,142 232,237 52.1 % (11.7) % Lodging operating expense: Labor and labor-related benefits 128,884 95,899 107,651 34.4 % (10.9) % General and administrative 55,081 43,714 39,283 26.0 % 11.3 % Other 90,636 67,073 74,845 35.1 % (10.4) % Lodging operating expense (excluding reimbursed payroll costs) 274,601 206,686 221,779 32.9 % (6.8) % Reimbursed payroll costs 11,742 6,553 10,549 79.2 % (37.9) % Total Lodging operating expense 286,343 213,239 232,328 34.3 % (8.2) % Lodging Reported EBITDA $ 25,747 $ (8,097) $ (91) 418.0 % (8,797.8) % Owned hotel statistics ADR $ 309.78 $ 264.83 $ 266.43 17.0 % (0.6) % RevPar $ 170.84 $ 122.45 $ 122.34 39.5 % 0.1 % Managed condominium statistics ADR $ 410.13 $ 349.08 $ 328.98 17.5 % 6.1 % RevPar $ 122.15 $ 77.74 $ 83.10 57.1 % (6.5) % Owned hotel and managed condominium statistics (combined) ADR $ 373.89 $ 322.15 $ 310.76 16.1 % 3.7 % RevPar $ 133.53 $ 85.99 $ 90.37 55.3 % (4.8) % (1) Segment results for Fiscal 2021 and Fiscal 2020 have been retrospectively adjusted to reflect current period presentation.
Lodging Segment Lodging segment operating results for Fiscal 2023, Fiscal 2022 and Fiscal 2021 are presented by category as follows (in thousands, except average daily rate (“ADR”) and revenue per available room (“RevPAR”)): Percentage Year ended July 31, Increase/(Decrease) 2023 2022 2021 2023/2022 2022/2021 Lodging net revenue: Owned hotel rooms $ 80,117 $ 80,579 $ 47,509 (0.6) % 69.6 % Managed condominium rooms 96,785 97,704 72,217 (0.9) % 35.3 % Dining 62,445 48,569 17,211 28.6 % 182.2 % Transportation 15,242 16,021 9,271 (4.9) % 72.8 % Golf 12,737 10,975 9,373 16.1 % 17.1 % Other 55,816 46,500 43,008 20.0 % 8.1 % Lodging net revenue (excluding payroll cost reimbursements) 323,142 300,348 198,589 7.6 % 51.2 % Payroll cost reimbursements 17,251 11,742 6,553 46.9 % 79.2 % Total Lodging net revenue 340,393 312,090 205,142 9.1 % 52.1 % Lodging operating expense: Labor and labor-related benefits 148,915 128,884 95,899 15.5 % 34.4 % General and administrative 63,562 55,081 43,714 15.4 % 26.0 % Other 98,398 90,636 67,073 8.6 % 35.1 % Lodging operating expense (excluding reimbursed payroll costs) 310,875 274,601 206,686 13.2 % 32.9 % Reimbursed payroll costs 17,251 11,742 6,553 46.9 % 79.2 % Total Lodging operating expense 328,126 286,343 213,239 14.6 % 34.3 % Lodging Reported EBITDA $ 12,267 $ 25,747 $ (8,097) (52.4) % 418.0 % Owned hotel statistics (1) : ADR $ 312.15 $ 309.78 $ 264.83 0.8 % 17.0 % RevPar $ 160.75 $ 170.84 $ 122.45 (5.9) % 39.5 % Managed condominium statistics: ADR $ 416.77 $ 410.13 $ 349.08 1.6 % 17.5 % RevPar $ 124.41 $ 122.15 $ 77.74 1.9 % 57.1 % Owned hotel and managed condominium statistics (combined): ADR $ 378.62 $ 373.89 $ 322.15 1.3 % 16.1 % RevPar $ 133.48 $ 133.53 $ 85.99 — % 55.3 % (1) Owned hotel RevPAR for Fiscal 2023 declined from the prior comparative period primarily due to the inclusion of properties acquired through the Seven Springs Resorts for the full year-to-date period, compared to only being included for seven months in the prior year period, as well as the sale of the DoubleTree at Breckenridge hotel, which was sold after the 2021/2022 ski season, partially offset by price increases at our other lodging properties.
This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, interpretation of tax law, effectively settled issues under audit and new audit activity. A significant amount of time may pass before a particular matter, for which we may have established a reserve, is audited and fully resolved.
This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, interpretation of tax law, effectively settled issues under audit and new audit activity.
We account for business combinations in accordance with the guidance for business combinations and related literature. Accordingly, we allocate the purchase price of acquired businesses to the identifiable tangible and intangible assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition.
Accordingly, we allocate the purchase price of acquired businesses to the identifiable tangible and intangible assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. The difference between the purchase price and the estimated fair value of assets acquired and liabilities assumed is recorded as goodwill.
To help mitigate this impact, we sell a variety of pass products prior to the beginning of the ski season, which results in a more stabilized stream of lift revenue. Additionally, our pass products provide a compelling value proposition to our guests, which in turn create a guest commitment predominately prior to the start of the ski season.
To help mitigate the impact of weather variability, we sell a variety of pass products prior to the beginning of the ski season, which results in a more stabilized stream of lift revenue.
The sections titled “Fiscal 2022 compared to Fiscal 2021” and “Fiscal 2021 compared to Fiscal 2020” in each of the Mountain and Lodging segment discussions below provide comparisons of financial and operating performance for Fiscal 2022 to Fiscal 2021 and Fiscal 2021 to Fiscal 2020, respectively, unless otherwise noted. 46 Mountain Segment Mountain segment operating results for Fiscal 2022, Fiscal 2021 and Fiscal 2020 are presented by category as follows (in thousands, except ETP): Percentage Year ended July 31, Increase/(Decrease) 2022 2021 (1) 2020 (1) 2022/2021 2021/2020 Mountain net revenue: Lift $ 1,310,213 $ 1,076,578 $ 913,091 21.7 % 17.9 % Ski school 223,645 144,227 189,131 55.1 % (23.7) % Dining 163,705 92,186 167,551 77.6 % (45.0) % Retail/rental 311,768 227,993 270,299 36.7 % (15.7) % Other 203,783 161,814 186,548 25.9 % (13.3) % Total Mountain net revenue 2,213,114 1,702,798 1,726,620 30.0 % (1.4) % Mountain operating expense: Labor and labor-related benefits 561,266 458,029 479,993 22.5 % (4.6) % Retail cost of sales 99,024 77,217 97,052 28.2 % (20.4) % Resort related fees 93,177 69,983 75,246 33.1 % (7.0) % General and administrative 292,412 253,279 239,412 15.5 % 5.8 % Other 358,648 298,235 333,167 20.3 % (10.5) % Total Mountain operating expense 1,404,527 1,156,743 1,224,870 21.4 % (5.6) % Mountain equity investment income, net 2,580 6,698 1,690 (61.5) % 296.3 % Mountain Reported EBITDA $ 811,167 $ 552,753 $ 503,440 46.8 % 9.8 % Total skier visits 17,298 14,852 13,483 16.5 % 10.2 % ETP $ 75.74 $ 72.49 $ 67.72 4.5 % 7.0 % (1) Segment results for Fiscal 2021 and Fiscal 2020 have been retrospectively adjusted to reflect current period presentation.
Mountain Segment Mountain segment operating results for Fiscal 2023, Fiscal 2022 and Fiscal 2021 are presented by category as follows (in thousands, except ETP): Percentage Year ended July 31, Increase/(Decrease) 2023 2022 2021 2023/2022 2022/2021 Mountain net revenue: Lift $ 1,420,900 $ 1,310,213 $ 1,076,578 8.4 % 21.7 % Ski school 287,275 223,645 144,227 28.5 % 55.1 % Dining 224,642 163,705 92,186 37.2 % 77.6 % Retail/rental 361,484 311,768 227,993 15.9 % 36.7 % Other 246,605 203,783 161,814 21.0 % 25.9 % Total Mountain net revenue 2,540,906 2,213,114 1,702,798 14.8 % 30.0 % Mountain operating expense: Labor and labor-related benefits 744,613 561,266 458,029 32.7 % 22.5 % Retail cost of sales 118,717 99,024 77,217 19.9 % 28.2 % Resort related fees 104,797 93,177 69,983 12.5 % 33.1 % General and administrative 325,903 292,412 253,279 11.5 % 15.5 % Other 424,911 358,648 298,235 18.5 % 20.3 % Total Mountain operating expense 1,718,941 1,404,527 1,156,743 22.4 % 21.4 % Mountain equity investment income, net 605 2,580 6,698 (76.6) % (61.5) % Mountain Reported EBITDA $ 822,570 $ 811,167 $ 552,753 1.4 % 46.8 % Total skier visits 19,410 17,298 14,852 12.2 % 16.5 % ETP $ 73.20 $ 75.74 $ 72.49 (3.4) % 4.5 % Mountain Reported EBITDA includes $21.2 million, $20.9 million and $20.3 million of stock-based compensation expense for Fiscal 2023, Fiscal 2022 and Fiscal 2021, respectively. 44 Fiscal 2023 compared to Fiscal 2022 Mountain Reported EBITDA increased $11.4 million, or 1.4%.
New Accounting Standards Refer to the Summary of Significant Accounting Policies within the Notes to Consolidated Financial Statements for a discussion of new accounting standards. 62 Seasonality and Quarterly Results Our mountain and lodging operations are seasonal in nature, with a typical peak operating season in North America generally beginning in mid-December and running through mid-April.
Seasonality and Quarterly Results Our mountain and lodging operations are seasonal in nature, with a typical peak operating season in North America and Europe generally beginning in mid-December and running through mid-April.
The Mountain, Lodging and Real Estate segments represented approximately 88%, 12% and 0%, respectively, of our net revenue for Fiscal 2022. 41 Mountain Segment In the Mountain segment, the Company operates the following 41 destination mountain resorts and regional ski areas: *Denotes a destination mountain resort, which generally receives a meaningful portion of skier visits from long-distance travelers, as opposed to our regional ski areas, which tend to generate skier visits predominantly from their respective local markets.
Mountain Segment In the Mountain segment, the Company operates the following 41 destination mountain resorts and regional ski areas (collectively, “Resorts”): *Denotes a destination mountain resort, which generally receives a meaningful portion of skier visits from long-distance travelers, as opposed to our regional ski areas, which tend to generate skier visits predominantly from their respective local markets. 40 Additionally, we operate ancillary services, primarily including ski school, dining and retail/rental operations, and for our Australian ski areas, including lodging and transportation operations.
Although we cannot predict the future impact associated with the COVID-19 pandemic or other economic factors on our business, we currently anticipate that our Mountain and Lodging segment operating results will continue to provide a significant source of future operating cash flows.
We currently anticipate that our Mountain and Lodging segment operating results will continue to provide a significant source of future operating cash flows.
Pass product revenue, although primarily collected prior to the ski season, is recognized in the Consolidated Statements of Operations throughout the ski season on a straight-line basis using skiable days (see Notes to the Consolidated Financial Statements for additional information). Lift revenue consists of pass product lift revenue (“pass revenue”) and non-pass lift product revenue (“non-pass revenue”).
Pass product revenue, although primarily collected prior to the ski season, is recognized on the Company’s Consolidated Statements of Operations throughout the ski season on a straight-line basis using the skiable days of the season to date relative to the total estimated skiable days of the season.
We can respond to liquidity impacts of changes in the business and economic environment, by managing our capital expenditures, variable operating expenses, the timing of new real estate development activity and the payment of cash dividends on our common stock. 57 Material Cash Requirements As part of our ongoing operations, we enter into arrangements that obligate us to make future payments under contracts such as debt agreements and construction agreements in conjunction with our resort capital expenditures.
We can respond to liquidity impacts of changes in the 51 business and economic environment by managing our capital expenditures, variable operating expenses, the timing of new real estate development activity and the payment of cash dividends on our common stock.
Increases in the fair value of contingent consideration are recorded as losses in our Consolidated Statements of Operations, while decreases in fair value are recorded as gains.
Increases in the fair value of contingent consideration are recorded as losses on our Consolidated Statements of Operations, while decreases in fair value are recorded as gains. New Accounting Standards Refer to the Summary of Significant Accounting Policies within the Notes to Consolidated Financial Statements for a discussion of new accounting standards.
Different types of projects have different revenue and profit margins; therefore, as the real estate inventory mix changes, it can greatly impact Real Estate segment net revenue, operating expense, gain on sale of real property and Real Estate Reported EBITDA. 51 Real Estate segment operating results for Fiscal 2022, Fiscal 2021 and Fiscal 2020 are presented by category as follows (in thousands): Percentage Year ended July 31, Increase/(Decrease) 2022 2021 2020 2022/2021 2021/2020 Total Real Estate net revenue $ 708 $ 1,770 $ 4,847 (60.0) % (63.5) % Real Estate operating expense: Cost of sales (including sales commissions) 251 1,294 3,932 (80.6) % (67.1) % Other 5,660 5,382 5,250 5.2 % 2.5 % Total Real Estate operating expense 5,911 6,676 9,182 (11.5) % (27.3) % Gain on sale of real property 1,276 324 207 293.8 % 56.5 % Real Estate Reported EBITDA $ (3,927) $ (4,582) $ (4,128) 14.3 % (11.0) % Fiscal 2022 We did not close on any significant real estate transactions during Fiscal 2022.
Real Estate segment operating results for Fiscal 2023, Fiscal 2022 and Fiscal 2021 are presented by category as follows (in thousands): Percentage Year ended July 31, Increase/(Decrease) 2023 2022 2021 2023/2022 2022/2021 Total Real Estate net revenue $ 8,065 $ 708 $ 1,770 1,039.1 % (60.0) % Real Estate operating expense: Cost of sales (including sales commissions) 5,146 251 1,294 1,950.2 % (80.6) % Other 5,489 5,660 5,382 (3.0) % 5.2 % Total Real Estate operating expense 10,635 5,911 6,676 79.9 % (11.5) % Gain on sale of real property 842 1,276 324 (34.0) % 293.8 % Real Estate Reported EBITDA $ (1,728) $ (3,927) $ (4,582) 56.0 % 14.3 % 47 Fiscal 2023 During Fiscal 2023, we closed on the sale of a land parcel in Keystone for $7.5 million, which was recorded within Real Estate net revenue, with a corresponding cost of sale (including sales commission) of $5.1 million.
The cost structure of our mountain resort operations has a significant fixed component with variable expenses including, but not limited to, land use permit or lease fees, credit card fees, retail/rental cost of sales and labor, ski school labor and expenses associated with dining operations; as such, profit margins can fluctuate greatly based on the level of revenues.
The cost structure of our mountain resort operations has a significant fixed component with variable expenses including, but not limited to, land use permit or lease fees, credit card fees, retail/rental cost of sales and labor, ski school labor and expenses associated with dining operations; as such, profit margins can fluctuate greatly based on the level of revenues. 41 Lodging Segment Operations within the Lodging segment include: (i) ownership/management of a group of luxury hotels through the RockResorts brand proximate to our Colorado and Utah mountain resorts; (ii) ownership/management of non-RockResorts branded hotels and condominiums proximate to our North American Resorts; (iii) National Park Service (“NPS”) concessioner properties, including the Grand Teton Lodge Company (“GTLC”); (iv) a Colorado resort ground transportation company; and (v) mountain resort golf courses.
As of July 31, 2022, we had C$281.6 million ($220.0 million) available under the revolver component of the Whistler Credit Agreement which represents the total commitment of C$300.0 million ($234.3 million) less outstanding borrowings of C$15.0 million ($11.7 million) and letters of credit outstanding of C$3.4 million ($2.6 million).
Additionally, we have a credit facility which supports the liquidity needs of Whistler Blackcomb (the “Whistler Credit Agreement”). As of July 31, 2023, we had C$296.6 million ($224.9 million) available under the revolver component of the Whistler Credit Agreement which represents the total commitment of C$300.0 million ($227.5 million) less letters of credit outstanding of C$3.4 million ($2.6 million).
During Fiscal 2022, we repurchased 304,567 shares of common stock at an average price of $246.27 for a total cost of $75.0 million. Since the inception of this stock repurchase program through July 31, 2022, we have repurchased 6,465,708 Vail Shares at a cost of approximately $479.4 million.
During Fiscal 2023, we repurchased 2,182,594 shares (at an average price of $229.09) for a total cost of approximately $500.0 million, excluding accrued excise tax. Since the inception of this stock repurchase program through July 31, 2023, we have repurchased 8,648,302 Vail Shares at a cost of approximately $979.4 million.
We cannot predict the ultimate impact the acquisition of Andermatt-Sedrun will have on our future results from operations. 45 Results of Operations Summary Shown below is a summary of operating results for Fiscal 2022, Fiscal 2021 and Fiscal 2020 (in thousands): Year ended July 31, 2022 2021 (1) 2020 (1) Net income attributable to Vail Resorts, Inc. $ 347,923 $ 127,850 $ 98,833 Income before provision for income taxes $ 457,161 $ 125,183 $ 116,433 Mountain Reported EBITDA $ 811,167 $ 552,753 $ 503,440 Lodging Reported EBITDA 25,747 (8,097) (91) Resort Reported EBITDA $ 836,914 $ 544,656 $ 503,349 Real Estate Reported EBITDA $ (3,927) $ (4,582) $ (4,128) (1) Segment results for Fiscal 2021 and Fiscal 2020 have been retrospectively adjusted to reflect current period presentation.
Results of Operations Summary Shown below is a summary of operating results for Fiscal 2023, Fiscal 2022 and Fiscal 2021 (in thousands): Year ended July 31, 2023 2022 2021 Net income attributable to Vail Resorts, Inc. $ 268,148 $ 347,923 $ 127,850 Income before provision for income taxes $ 373,517 $ 457,161 $ 125,183 Mountain Reported EBITDA $ 822,570 $ 811,167 $ 552,753 Lodging Reported EBITDA 12,267 25,747 (8,097) Resort Reported EBITDA $ 834,837 $ 836,914 $ 544,656 Real Estate Reported EBITDA $ (1,728) $ (3,927) $ (4,582) 43 A discussion of segment results, including reconciliations of net income attributable to Vail Resorts, Inc. to Total Reported EBITDA, and other items can be found below.
Other revenue increased $42.0 million, or 25.9%, primarily as a result of increased visitation and fewer COVID-19 related limitations and restrictions on our North American operations as compared to the prior year.
Other revenue increased $42.8 million, or 21.0%, primarily as a result of increased visitation at our Resorts compared to the prior year.
Significant Sources of Cash We had $1,107.4 million of cash and cash equivalents as of July 31, 2022, compared to $1,244.0 million as of July 31, 2021.
Significant Sources of Cash We had $563.0 million of cash and cash equivalents as of July 31, 2023, compared to $1,107.4 million as of July 31, 2022. The decrease was primarily due to a $425.0 million increase in share repurchases during Fiscal 2023.
Actual results could differ and we may be exposed to increases or decreases in those reserves and tax provisions that could be material.
This reserve solely relates to the treatment of the Canyons lease payments obligation as payments of debt obligations and that the tax basis in Canyons goodwill is deductible. Actual results could differ and we may be exposed to increases or decreases in those reserves and tax provisions that could be material.
In addition, we may incur capital expenditures for retained ownership interests associated with third-party real estate development projects. Currently planned capital expenditures primarily include investments that will allow us to maintain our high-quality standards, as well as certain incremental discretionary improvements at our Resorts, throughout our owned hotels and in technology that can impact the full network.
Currently planned capital expenditures primarily include investments that will allow us to maintain our high-quality standards for the guest experience throughout our owned hotels and in technology that can impact the full network. Additionally, planned capital expenditures include discretionary improvements at our Resorts which we evaluate based on an expected level of return on investment.
A summary of our material cash requirements as of July 31, 2022 (excluding obligations presented elsewhere, including Notes to Consolidated Financial Statements) is presented below (in thousands): Payments Due by Period Fiscal 2-3 4-5 More than Total 2023 years years 5 years Long-term debt (1) $ 3,164,858 152,598 1,748,777 630,925 632,558 Service contracts $ 26,507 24,800 1,288 419 — Purchase obligations and other (2) $ 698,358 597,847 77,411 — 23,100 Total contractual cash obligations $ 3,889,723 $ 775,245 $ 1,827,476 $ 631,344 $ 655,658 (1) Long-term debt includes principal payments, fixed-rate interest payments (including payments that are required under interest rate swaps) and estimated variable interest payments utilizing interest rates in effect at July 31, 2022, and assumes all debt outstanding as of July 31, 2022 will be held to maturity.
A summary of our material cash requirements as of July 31, 2023 (excluding obligations presented elsewhere, including Notes to Consolidated Financial Statements) is presented below (in thousands): Payments Due by Period Fiscal 2-3 4-5 More than Total 2024 years years 5 years Long-term debt (1) $ 3,198,106 170,345 1,456,545 891,889 679,327 Service contracts $ 45,198 30,024 11,541 3,633 — Purchase obligations and other (2) $ 696,772 546,636 91,127 1,390 57,619 Total contractual cash obligations $ 3,940,076 $ 747,005 $ 1,559,213 $ 896,912 $ 736,946 (1) Long-term debt includes principal payments, fixed-rate interest payments (including payments that are required under interest rate swaps) and estimated variable interest payments utilizing interest rates in effect at July 31, 2023, and assumes all debt outstanding as of July 31, 2023 will be held to maturity.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThe results of Whistler Blackcomb and our Australian ski areas are reported in Canadian dollars and Australian dollars respectively, which we then translate to U.S. dollars for inclusion in our Consolidated Financial Statements. We do not currently enter into hedging arrangements to minimize the impact of foreign currency fluctuations on our operations.
Biggest changeThe results of Whistler Blackcomb are reported in Canadian dollars, the results of our Australian resorts are reported in Australian dollars, and the results of Andermatt-Sedrun are reported in Swiss francs, each of 56 which we then translate to U.S. dollars for inclusion in our Consolidated Financial Statements.
As a result, changes in foreign exchange rates, in particular the Canadian dollar and Australian dollar compared to the U.S. dollar, affect the amounts we record for our foreign assets, liabilities, revenues and expenses, and could have a negative effect on our financial results.
As a result, changes in foreign exchange rates, in particular the Canadian dollar, Australian dollar and Swiss franc compared to the U.S. dollar, affect the amounts we record for our foreign assets, liabilities, revenues and expenses, and could have a negative effect on our financial results.
We are exposed to currency translation risk because the results of our international operations are conducted in local currency, which we then translate to U.S. dollars for inclusion in our Consolidated Financial Statements.
We are exposed to currency translation risk because our international operations are conducted in local currency, which we then translate to U.S. dollars for inclusion in our Consolidated Financial Statements.
At July 31, 2022, we had approximately $0.7 billion of net variable rate indebtedness (after taking into consideration $400.0 million in interest rate swaps which converts variable-rate debt to fixed-rate debt), representing approximately 26% of our total debt outstanding, at an average interest rate during Fiscal 2022 of approximately 2.6%.
At July 31, 2023, we had approximately $0.7 billion of net variable rate indebtedness (after taking into consideration $400.0 million in interest rate swaps which converts variable-rate debt to fixed-rate debt), representing approximately 24% of our total debt outstanding, at an average interest rate during Fiscal 2023 of approximately 5.4%.
Based on variable-rate borrowings outstanding as of July 31, 2022, a 100-basis point (or 1.0%) change in LIBOR (or its successor, SOFR) would result in our annual interest payments on our net variable-rate debt changing by $7.4 million. Our market risk exposure fluctuates based on changes in underlying interest rates. Foreign Currency Exchange Rate Risk.
Based on variable-rate borrowings outstanding as of July 31, 2023, a 100-basis point (or 1.0%) change in our borrowing rates would result in our annual interest payments changing by $6.7 million. Our market risk exposure fluctuates based on changes in underlying interest rates. Foreign Currency Exchange Rate Risk.
The following table summarizes the amounts of foreign currency translation adjustments, representing (losses) gains, and foreign currency (loss) gain on intercompany loans recognized in comprehensive income (in thousands): Year ended July 31, 2022 2021 2020 Foreign currency translation adjustments $ (46,493) $ 100,019 $ (9,075) Foreign currency (loss) gain on intercompany loans $ (2,682) $ 8,282 $ (3,230) 63
The following table summarizes the amounts of foreign currency translation adjustments, representing (losses) gains, and foreign currency (loss) gain on intercompany loans recognized in comprehensive income (in thousands): Year ended July 31, 2023 2022 2021 Foreign currency translation adjustments $ (25,439) $ (46,493) $ 100,019 Foreign currency (loss) gain on intercompany loans $ (2,907) $ (2,682) $ 8,282 57
Added
We do not currently enter into hedging arrangements to minimize the impact of foreign currency fluctuations on our operations.

Other MTN 10-K year-over-year comparisons