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What changed in VAIL RESORTS INC's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of VAIL RESORTS INC's 2023 and 2024 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 2024 report.

+403 added−371 removedSource: 10-K (2024-09-26) vs 10-K (2023-09-28)

Top changes in VAIL RESORTS INC's 2024 10-K

403 paragraphs added · 371 removed · 297 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

122 edited+47 added−17 removed137 unchanged
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.
Biggest changeInvestments in the past several years include: • a new high-speed six-person lift in Bergman Bowl at Keystone; • replacing Breckenridge’s fixed-grip double 5-Chair with a new high-speed four-person lift; • replacing Whistler Blackcomb’s existing four-person high speed Fitzsimmons lift with a new high-speed eight-person lift; • replacing Stevens Pass’ current fixed-grip double Kehr’s Chair lift with a new four-person lift; • replacing the three-person fixed-grip Summit Triple lift at Attitash with a new high-speed four-person lift; • 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.
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.
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 skiable acres.
While women currently represent approximately 22% of mountain operations senior leadership roles, we continue to strive to bring more gender diversity to these roles, which have historically been male-dominated. We have also developed women in leadership programs and a Women & Allies Employee Resource Group (“ERG”) to foster an inclusive culture and ensure equity of our talent practices.
While women currently represent approximately 22% of mountain operations senior leadership roles, we continue to strive to bring more gender diversity to these roles, which have historically been male-dominated. We have also developed women in leadership programs and a Women and Allies Employee Resource Group to foster an inclusive culture and ensure equity of our talent practices.
The highly seasonal nature of our lodging properties typically results in lower average occupancy as compared to the upper upscale segment of the lodging industry as a whole. Competition Competition in the hotel industry is generally based on quality and consistency of rooms, restaurants, meeting facilities and services, the attractiveness of locations, availability of a global distribution system and price.
The highly seasonal nature of our lodging properties typically results in lower average occupancy as compared to the upper upscale segment of the lodging industry as a whole. 12 Competition Competition in the hotel industry is generally based on quality and consistency of rooms, restaurants, meeting facilities and services, the attractiveness of locations, availability of a global distribution system and price.
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”).
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”).
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.
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.
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.
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.
We believe the following factors contribute directly to each Resort’s success: Exceptional Mountain Experience • World-Class Mountain Resorts and Integrated Base Resort Areas Our mountain resorts offer a multitude of skiing and snowboarding experiences for the beginner, intermediate, advanced and expert levels.
We believe the following factors contribute directly to each Resort’s success: Exceptional Mountain Experience • World-Class Destination Mountain Resorts and Integrated Base Resort Areas Our destination mountain resorts offer a multitude of skiing and snowboarding experiences for the beginner, intermediate, advanced and expert levels.
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.
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.
Additionally, we operate several golf courses proximate to our Resorts, as described above. Sustainability & Social Responsibility Sustainability remains a core philosophy for us. As a company rooted in the great outdoors, we have a unique responsibility to protect and preserve the incredible environments in which we operate.
Additionally, we operate several golf courses proximate to our Resorts, as described above. 14 Sustainability & Social Responsibility Sustainability remains a core philosophy for us. As a company rooted in the great outdoors, we have a unique responsibility to protect and preserve the incredible environments in which we operate.
We seek to register and protect our trademarks, service marks, trade names and logos and have obtained a significant number of registrations for those trademarks. We believe our brands have become synonymous in the travel and leisure industry with a reputation for excellence in service and authentic hospitality.
We seek to register and protect our trademarks, service marks, trade names and logos and have obtained a significant number of registrations for those trademarks. We believe our brands have become synonymous in the travel and leisure industry 18 with a reputation for excellence in service and authentic hospitality.
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”).
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”).
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.
The Epic Discovery program encourages “learn through play” by featuring extensive environmental 11 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.
With respect to Swiss operations, companies who provide for regular and commercial passenger transportation by rail, road and water as well as by cable cars and elevators must obtain a passenger transport concession from the Federal Office of Transport (“FOT”).
With respect to Swiss operations, companies who provide for regular and commercial passenger transportation by rail, road and water as well as by cable cars and elevators must obtain a passenger transport concession from the Federal Office of Transport 22 (“FOT”).
The legislation also authorizes the Minister for the Environment and the Minister for Heritage (the “Minister”) to grant leases and licenses of land within the Kosciuszko National Park for various purposes, including for purposes related to sustainable visitor or tourist use and enjoyment.
The legislation also authorizes the Minister for the Environment and the Minister for Heritage (the “Minister”) to grant leases and licenses of land within the Kosciuszko National Park for various 21 purposes, including for purposes related to sustainable visitor or tourist use and enjoyment.
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.
Additionally, we enter into strategic long-term season pass alliance agreements with third-party mountain resorts, which for the 2024/2025 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.
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).
Swiss Resorts Andermatt-Sedrun - acquired by the Company on August 3, 2022, Andermatt-Sedrun is located in the Usern Valley of the Swiss Alps and comprises five mountains (Gemsstock, Nätschen, Sedrun/Oberalp, Realp and Valtgeva).
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.
Lodging Segment Our Lodging segment includes owned and managed lodging properties, including those under our luxury hotel brand, 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.
Our lodging strategy seeks to complement and enhance our mountain resort operations through our ownership or management of 10 lodging properties and condominiums proximate to our mountain resorts and selective management of luxury resort hotels in premier destination locations.
Our lodging strategy seeks to complement and enhance our mountain resort operations through our ownership or management of lodging properties and condominiums proximate to our mountain resorts and selective management of luxury resort hotels in premier destination locations.
In accordance with the MDAs, the Partnerships are obligated to pay annual fees to the Province at a percentage of gross revenues related to the operation of certain activities at Whistler Blackcomb.
In 20 accordance with the MDAs, the Partnerships are obligated to pay annual fees to the Province at a percentage of gross revenues related to the operation of certain activities at Whistler Blackcomb.
Nearly all of our recent appointments of General Managers and Chief Operating Officers of our Resorts for the past three years came from internal succession. Additionally, in December 2022 14 we appointed a new Executive Vice President and Chief Financial Officer who had previously been with the Company for more than ten years, serving in various senior finance leadership roles.
Nearly all of our appointments of General Managers and Chief Operating Officers of our Resorts for the past three years came from internal succession. Additionally, in December 2022 we appointed a new Executive Vice President and Chief Financial Officer who had previously been with the Company for more than ten years, serving in various senior finance leadership roles.
Seasonality Ski resort operations are highly seasonal in nature, with a typical ski season in North America generally beginning in mid-November and running through mid-April.
Seasonality Ski resort operations are highly seasonal in nature, with a typical ski season in North America and Europe generally beginning in mid-November and running through mid-April.
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.
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 2024, we continued to make progress toward our Commitment to Zero goals.
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.
Through direct EpicPromise grants and contributions from our $1 guest donation program, we partnered with several local environmental organizations to fund environmental stewardship 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.
For Fiscal 2023, our focus for the EpicPromise community impact grant program focused on larger grants in key communities to support housing and childcare. In addition, support continues to be given for food security, equal access to education and other basic needs and services.
For Fiscal 2024, our focus for the EpicPromise community impact grant program focused on larger grants in key communities to support housing and childcare. In addition, support continues to be given for food security, equal access to education and other basic needs and services.
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.
Each destination 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 which help to provide a more consistent guest experience, especially in the early season.
We offer a wide variety of adult and child group and private lesson options with a goal of creating lifelong skiers and riders and showcasing to our guests all the terrain our resorts have to offer. • Dining Our Resorts provide a variety of quality on-mountain and base village dining venues, ranging from top-rated fine dining restaurants to trailside express food service outlets.
We offer a wide variety of adult and child group and private lesson options with a goal of creating lifelong skiers and riders and showcasing to our guests all the terrain our resorts have to offer. • Dining Our Resorts provide a variety of quality on-mountain and base village dining venues, ranging from top-rated fine dining restaurants to on-mountain express service restaurants.
Annually more than $1 million in grants and scholarships are provided to help employees in times of need or to pursue educational opportunities. For more information on both the Foundation and our environmental stewardship, visit www.EpicPromise.com. Information on our websites does not constitute part of this document.
Annually more than $1.0 million in grants and scholarships are provided to help employees in times of need or to pursue educational opportunities. For more information on both the Foundation and our environmental stewardship, visit www.vailresorts.com. Information on our websites does not constitute part of this document.
In addition, we employed approximately 200 year-round employees and 200 seasonal employees on behalf of the owners of our managed hotel properties. We consider our employee relations to be positive.
In addition, we employed approximately 300 year-round 15 employees and 200 seasonal employees on behalf of the owners of our managed hotel properties. We consider our employee relations to be positive.
For additional property details, see Item 2. “Properties”. The Lodging segment currently includes approximately 5,500 owned and managed hotel rooms and condominium units.
For additional property details, see Item 2. “Properties”. The Lodging segment currently includes approximately 5,300 owned and managed hotel rooms and condominium units.
These resorts are complemented by regional ski areas in the Northeast, Pacific Northwest, Midwest and Mid-Atlantic regions, which are strategically positioned near key U.S. population centers, as well as three ski areas in Australia and one ski resort in Switzerland.
These resorts are complemented by regional ski areas in the Northeast, Pacific Northwest, Midwest and Mid-Atlantic regions, which are strategically positioned near key U.S. population centers, as well as three ski areas in Australia and two ski resorts in Switzerland.
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.
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.
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.
The ski industry statistics stated in this section have been derived primarily from data published by the Canadian Ski Council and 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.
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 host an annual leadership summit that brings together our leaders at the director 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.
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.
During the winter season, in addition to our offered 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.
The current term of the lease extends through December 2023, and there are three remaining ten year extension options. Under both leases, the land can be used for the development and operation of a ski area including ski trails, ski lifts, warming shelters, restaurants and maintenance facilities.
The current term of the lease extends through December 2033, and there are two remaining ten-year extension options. Under both leases, the land can be used for the development and operation of a ski area including ski trails, ski lifts, warming shelters, restaurants and maintenance facilities.
These pass products are available for purchase prior to the start of the ski season, offering our guests a better value in exchange for their commitment to ski at our Resorts before the season begins.
These pass products are available for purchase prior to the start of the ski season, offering our guests a better value in exchange for their commitment to pass products with access to our Resorts before the season begins.
(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.
(four of the top ten for the 2023/2024 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.
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.
As such, there have been virtually no new destination ski resorts of scale in North America for nearly 45 years, which has allowed and should continue to allow the best-positioned destination resorts to benefit from future industry growth.
The full Epic Service development platform enables employees to choose curated learning experiences in the areas of Leadership, Guest Service and Business – that align with their specific motivations and career goals.
The full Epic Service development platform enables employees to choose curated learning experiences in Leadership, Guest Service and Business – that align with their motivations and career goals.
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.
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 eleventh most visited mountain resort in the U.S. for the 2023/2024 ski season.
We have also recently added a new leadership competency, “Elevate,” which requires that all of our leaders are self-aware of their own inclusive behavior so they can intentionally build diverse representation, bring equity to our business practices, and create inclusive communities in which all people can thrive.
We have a specific leadership competency, “Elevate,” which requires that all our leaders are self-aware of their own inclusive behavior so they can intentionally build diverse representation, bring equity to our business practices, and create inclusive communities in which all people can thrive.
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.
For the 2024/2025 North American ski season, we expect to serve approximately 6,100 frontline team members with affordable housing across our Resorts, as well as an additional 1,200 team members at GTLC for the 2025 summer season.
Vail Resorts was recently recognized by Newsweek as one of the “Most Trustworthy Companies in America in 2023,” which we believe reflects our focus on building customer, investor, and employee trust through listening, learning and adapting to the needs of our team members and guests, while remaining responsible stewards through our industry-leading sustainability efforts.
Vail Resorts was recognized by Newsweek as one of the “Most Trustworthy Companies in America” in both 2024 and 2023, which we believe reflects our focus on building customer, investor, and employee trust through listening, learning and adapting to the needs of our team members and guests, while remaining responsible stewards through our industry-leading sustainability efforts.
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.
Six of the twelve directors on our Board are women, seven 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.
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.
Additionally, Epic Coverage provides refunds for qualifying personal circumstances including eligible injuries, job losses and 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.
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”).
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, 2024 (“Fiscal 2024”). Our Mountain segment operates 42 world-class destination mountain resorts and regional ski areas (collectively, our “Resorts”).
The Epic Day Pass is a customizable one to seven day pass product purchased in advance of the season, for those skiers and riders who expect to ski a certain number of days during the season, and which is available in three tiers of resort offerings.
The Epic Day Pass is a customizable one to seven day pass product purchased in advance of the season, for those skiers and riders who want to purchase access for a certain number of days during the season, and which is available in three tiers of resort offerings.
For the 2022/2023 ski season, we operated approximately 270 dining venues at our Resorts. • Retail/Rental We have approximately 340 retail/rental locations specializing in sporting goods including ski, snowboard and cycling equipment. Several of our rental locations offer delivery services, bringing ski and snowboard gear and expert advice directly to our guests.
For the 2023/2024 ski season, we operated approximately 275 dining venues at our Resorts. • Retail/Rental We have approximately 330 retail/rental locations specializing in sporting goods including ski, snowboard and cycling equipment. Several of our rental locations offer delivery services, bringing ski and snowboard gear and expert advice directly to our guests.
Lake Tahoe Resorts • Heavenly Mountain Resort (“Heavenly”) - located near the South Shore of Lake Tahoe with over 4,800 skiable acres, Heavenly straddles the border of California and Nevada and offers unique and spectacular views of Lake Tahoe.
Located near the South Shore of Lake Tahoe with over 4,800 skiable acres, Heavenly straddles the border of California and Nevada and offers unique and spectacular views of Lake Tahoe.
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.
In addition, our pass products attract new guests to our Resorts. Our pass products generated approximately 65% of our total lift revenue for Fiscal 2024, and generated approximately 75% of total visitation (excluding complimentary access) for Fiscal 2024. Sales of pass products are a key component of our overall Mountain segment revenue and help create strong synergies among our Resorts.
We are truly passionate about our people, and we are focused on attracting, developing and retaining the best talent and building the best teams around them. At fiscal year end, we employed approximately 7,200 year-round employees. Over the course of our Resorts’ various winter and summer operating seasons in Fiscal 2023, we employed approximately 49,200 seasonal employees.
We are truly passionate about our people, and we are focused on attracting, developing and retaining the best talent and building the best teams around them. At fiscal year end, we employed approximately 7,600 year-round employees. Over the course of our Resorts’ various winter and summer operating seasons in Fiscal 2024, we employed approximately 44,900 seasonal employees.
Results are measured by completion of required training, utilization and impact of the Epic Service recognition program, employee engagement scores, pipeline readiness of internal talent for front-line leader roles, guest experience scores and Net Promoter Scores.
Results are measured by completion of required training, utilization and impact of the Epic Service recognition program, employee engagement scores, internal frontline talent promotion rates, pipeline readiness of top internal frontline talent for frontline leader roles, and Guest Experience and Net Promoter Scores.
This annual requirement includes training on a variety of topics, such as financial integrity, ethical leadership and anti-harassment. In Fiscal 2023, the training was completed by 96% of this employee base. Mountain Safety The nature of our on-mountain operations comes with inherent safety risks, and the health and safety of our employees is a top priority.
This annual requirement includes training on various topics, such as financial integrity, information security, ethical leadership and anti-harassment. In Fiscal 2024, the training was completed by 98% of this employee base. Mountain Safety The nature of our on-mountain operations comes with inherent safety risks, and the health and safety of our employees is a top priority.
We also own Flagg Ranch, located in Moran, Wyoming and centrally located between Yellowstone National Park and Grand Teton National Park on the John D. Rockefeller, Jr. Memorial Parkway (the “Parkway”). Flagg Ranch operates under a concession agreement with the NPS that expires October 31, 2028.
We expect the NPS to confirm this extension in the fall of 2024. We also own Flagg Ranch, located in Moran, Wyoming and centrally located between Yellowstone National Park and Grand Teton National Park on the John D. Rockefeller, Jr. Memorial Parkway (the “Parkway”). Flagg Ranch operates under a concession agreement with the NPS that expires October 31, 2028.
We offer ongoing digital leadership series discussions led by our CEO for this same population throughout the year and equip leaders to share learnings and insights from these sessions in dialogue with their teams for the benefit of the entire organization.
We offer ongoing digital leadership series discussions led by our executive team members and enterprise senior leaders for this same population throughout the year and equip leaders with tools and guides to share learnings and insights from these sessions in dialogue with their teams for the benefit of the entire organization.
ERGs are part of a framework for under-represented talent to create a community with people who share those parts of their identity and their allies.
Employee Resource Groups and Affinity Groups are part of a framework for under-represented talent to create a community with people who share those parts of their identity and their allies.
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.
During the summer season, our mountain resorts offer non-ski related recreational activities 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.
We offer a broad range of professionally designed leadership development programs, with differentiated development for our highest performing, highest potential employees who make up our long-term leadership succession pipeline. Building upon our culture of leadership development and in addition to the wage investment for seasonal, frontline talent, we also relaunched our signature “Epic Service” training.
We offer a broad range of professionally designed leadership development programs, with differentiated development for our highest performing, highest potential employees who make up our long-term leadership succession pipeline. Building upon our culture of leadership development for seasonal, frontline talent, we also provide our signature “Epic Service” training.
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.
Employee Housing 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.
Our pass products range from providing access for a certain number of days to one or a combination of our Resorts to our Epic Pass, which provides unrestricted and unlimited access to all of our Resorts.
Our pass product offerings range from providing access for a certain number of days to one or a combination of our Resorts to our Epic Pass, which allows pass holders unlimited and unrestricted access to all of our Resorts.
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.
Information on our websites does not constitute part of this document. 10 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.
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.
The luxury and upper upscale segments consist of approximately 860,000 rooms at approximately 2,800 properties in the U.S. as of July 31, 2024.
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.
During the 2023/2024 North American ski season, combined skier visits for all ski areas in North America were approximately 78.4 million. Our North American Resorts had approximately 15.8 million skier visits during the 2023/2024 ski season, representing approximately 20.2% of North American skier visits.
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.
Each individual national forest is required by the National Forest Management Act to develop and maintain a Land and Resource Management Plan (a “Forest Plan”), which establishes standards and guidelines for the Forest Service to follow and consider in reviewing and approving our proposed actions. 19 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 3,801 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.
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.
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.
For the 2023/2024 ski season, we also plan to complete the transformational lift-served terrain expansion project in Bergman Bowl, increasing lift served terrain by 555 acres with the addition of a new six-person high speed lift, and also providing lift-served access to Erickson Bowl.
In December 2023, we completed our transformational lift-served terrain expansion project in Bergman Bowl, increasing lift-served terrain by 555 acres with the addition of a new six- 5 person high speed lift, and also providing lift-served access to Erickson Bowl.
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.
Our owned and managed properties proximate to our mountain resorts, including six RockResorts branded properties (with a seventh RockResorts property planned for opening in 2025 in Keystone, Colorado) and a significant inventory of managed condominium units, provide numerous accommodation options for our mountain resort guests.
To that end, we routinely: • Provide resources and education to promote safe operating environments at our resorts, including compliance with Occupational Safety and Health Administration standards, as well as to improve overall workplace safety and health. 16 This includes regular and ongoing safety training and assessments as well as safety audits, and all employees are required to take annual slope safety training. • Proactively assess risks to identify and mitigate unsafe conditions and integrate learnings from incidents to prevent future occurrences across our network of resorts. • Hire and train a dedicated health and safety team that oversees resort operations as well as highly trained ski patrol professionals at each resort.
This includes regular and ongoing safety training and assessments as well as safety audits, and all employees are required to take annual slope safety training; • proactively assess risks to identify and mitigate unsafe conditions and integrate learnings from incidents to prevent future occurrences across our network of resorts; and • hire and train a dedicated health and safety team that oversees resort operations as well as highly trained ski patrol professionals at each resort.
We look for people to join Vail Resorts who are brave, passionate and ambitious. As Vail Resorts employees, we hold ourselves accountable for living these seven foundational values every day in everything we do: Serve Others, Do Right, Do Good, Be Safe, Have Fun, Be Inclusive and Drive Value.
As Vail Resorts employees, we hold ourselves accountable for living these seven core values every day in everything we do: Serve Others, Do Right, Do Good, Be Safe, Have Fun, Be Inclusive and Drive Value.
The Company also owns Canadian and U.S. trademark registrations for the Whistler Blackcomb & Design ® name and logo.
The Company also owns Canadian and U.S. trademark registrations for the Whistler Blackcomb & Design ® name and logo, and Swiss trademark registrations for the CMA Group ® and Giorgio Rocca ® name and logos.
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.
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.
During Fiscal 2023, we announced the launch of the new My Epic mobile application (“My Epic App”), which we expect will be available to guests for the 2023/2024 8 North American ski season, and will allow our guests to purchase their pass product or lift ticket online and access our Resorts via the new app, utilizing hands free Bluetooth® technology, eliminating the need to wait in line to purchase lift tickets.
We recently achieved the following technological milestones: • My Epic mobile application (“My Epic App”) - During the 2023/2024 North American ski season, we launched the My Epic App, which allows our guests to purchase their pass product or lift ticket online and access our Resorts via the new app, utilizing hands free Bluetooth® technology, eliminating the need to wait in line to purchase lift tickets.
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.
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.
Additionally, the proximity of these ski areas to metropolitan areas allows for regular usage by avid skiers. Pacific Northwest (U.S.) Stevens Pass Resort (“Stevens Pass’’) - located less than 85 miles from Seattle on the crest of Washington State’s Cascade Range, Stevens Pass offers terrain for all levels across over 1,100 acres of skiable terrain.
Pacific Northwest (U.S.) Stevens Pass Resort (“Stevens Pass’’) - located less than 85 miles from Seattle on the crest of Washington State’s Cascade Range, Stevens Pass offers terrain for all levels across more than 1,100 acres of skiable terrain.
We currently expect that our existing agreement will be extended for an additional one year through December 31, 2024 due to the time needed for solicitation, preparation, review and award of a new contract. We expect the NPS to confirm this extension in the fall of 2023.
The NPS currently expects to release a contract solicitation for the services offered by GTLC by the end of calendar year 2024. We currently expect that our existing agreement will be extended for an additional one year through December 31, 2025 due to the time needed for solicitation, preparation, review and award of a new contract.
We currently expect that our existing agreement will be extended for an additional one year through December 31, 2024 due to the time needed for solicitation, preparation, review and award of a new contract. We expect the NPS to confirm this extension in the fall of 2023.
The NPS currently expects to release a contract solicitation for the services offered by GTLC by the end of calendar year 2024. We currently expect that our existing agreement will be extended for an additional one year through December 31, 2025 due to the time needed for solicitation, preparation, review and award of a new contract.
Various federal, state, local and provincial regulations also govern our resort operations, including liquor licensing and food safety regulations applicable to our food and beverage operations and safety standards relating to our lift operations and heli-ski operations at Whistler Blackcomb.
We are also required to comply with all Swiss regulations, including federal acts and ordinances, as well as Cantonal authorities. Various federal, state, local and provincial regulations also govern our resort operations, including liquor licensing and food safety regulations applicable to our food and beverage operations and safety standards relating to our lift operations and heli-ski operations at Whistler Blackcomb.
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.
All of our various pass product options can be found on our consumer website www.snow.com.
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.
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.

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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 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”).
Biggest changeThis amount includes (i) $959.8 million of indebtedness pursuant to the term loan facility under the Vail Holdings Credit Agreement that matures in 2029, (ii) $600.0 million aggregate principal amount of our unsecured senior notes due 2032 (the “6.50% Notes”), (iii) $575.0 million in aggregate principal amount of 0.0% convertible notes due 2026 (the “0.0% Convertible Notes”), (iv) $369.1 million with respect to our obligation associated with the Canyons long-term lease, (v) $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”), (vi) $52.6 million with respect to our obligations associated with outstanding debt of certain employee housing entities, (vii) $37.1 million with respect to the New Regional Policy loan between Andermatt-Sedrun and the Canton of Uri and Canton of Graubünden (the “NRP Loan”), and (viii) $27.9 million with respect to our obligations associated with Whistler Blackcomb employee housing leases.
Past snowfall levels or consistency of snow conditions can impact sales of pass products or other advanced bookings. Additionally, the early season snow conditions and skier perceptions of early season snow conditions can influence the momentum and success of the overall ski season.
Past ski season snowfall levels or consistency of snow conditions can impact sales of pass products or other advanced bookings. Additionally, the early season snow conditions and skier perceptions of early season snow conditions can influence the momentum and success of the overall ski season.
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.
Particularly in light of the launch of the 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.
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.
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; 33 • 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.
As a result, we face various risks from acquisitions, including our recent acquisitions of the Seven Springs Resorts and Andermatt-Sedrun, some of which include: • our evaluation of the synergies and/or long-term benefits of an acquired business; • our inability to integrate acquired businesses into our operations as planned; • diversion of our management’s attention; • increased expenditures (including legal, accounting and due diligence expenses, higher administrative costs to support the acquired entities, information technology, personnel and other integration expenses); • potential increased debt leverage; • potential issuance of dilutive equity securities; • litigation arising from acquisition activity; • potential impairment of goodwill, intangible or tangible assets; • additional risks with respect to current and potential international operations, including by unique laws, regulations and business practices of foreign jurisdictions; and • unanticipated problems or liabilities.
As a result, we face various risks from acquisitions, including our recent acquisitions of the Seven Springs Resorts, Andermatt-Sedrun and Crans-Montana, some of which include: • our evaluation of the synergies and/or long-term benefits of an acquired business; • our inability to integrate acquired businesses into our operations as planned; • diversion of our management’s attention; • increased expenditures (including legal, accounting and due diligence expenses, higher administrative costs to support the acquired entities, information technology, personnel and other integration expenses); • potential increased debt leverage; • potential issuance of dilutive equity securities; • litigation arising from acquisition activity; • potential impairment of goodwill, intangible or tangible assets; • additional risks with respect to current and potential international operations, including by unique laws, regulations and business practices of foreign jurisdictions; and • unanticipated problems or liabilities.
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.
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 uncertainties, health pandemics or other factors, it could impact the volume of international visitation, which could have a significant impact on our operating results.
This could be further exacerbated by the fact that we charge some of the highest prices for single day lift tickets and ancillary services in the ski industry; however, we offer pass products, including the Epic Day Pass, that are available at a discount to the single day lift ticket prices.
This could be further exacerbated by the fact that we charge some of the highest prices for single day lift tickets and ancillary services in the ski industry; however, we offer pass products, including the Epic Day Pass, which are available at a discount to the single day lift ticket prices.
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.
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 the My Epic App, or otherwise impact our ability to market our products, properties and services to our guests.
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 24 snowmaking and could render snowmaking, wholly or partially, ineffective in maintaining quality skiing conditions, including in areas which are not accessible by snowmaking equipment.
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.
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. 30 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.
Perisher also holds a number of environmental approvals to regulate its operations, including an environment protection license and a suite of dangerous goods licenses related to the storage of diesel, heating oil and propane in storage tanks across the resort.
Perisher also holds a number of environmental approvals to regulate its operations, including an environment protection license and a suite of dangerous goods 29 licenses related to the storage of diesel, heating oil and propane in storage tanks across the resort.
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.
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.
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.
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.
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 34 as contractual restrictions.
As a result, the amount, if any, of the dividends to be paid in the future will depend upon a number of factors, including 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”), any future contractual restrictions, future prospects for earnings and cash flows, as well as other factors considered relevant by our Board of Directors.
As a result, the amount, if any, of the dividends to be paid in the future will depend upon a number of factors, including our available cash on hand, anticipated cash needs, overall financial condition, restrictions contained in our Ninth Amended and Restated Credit Agreement (the “Vail Holdings Credit Agreement”), any future contractual restrictions, future prospects for earnings and cash flows, as well as other factors considered relevant by our Board of Directors.
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.
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; 35 • 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.
If our ESG practices do not meet investor, consumer or employee expectations related to our Commitment to Zero or any other ESG initiative, which continue to evolve, or if we do not maintain recognition for our ESG efforts, our brand, reputation and customer retention may be negatively impacted. 29 Our ability to achieve any ESG objective is subject to numerous risks, many of which are outside of our control.
If our ESG practices do not meet investor, consumer or employee expectations related to our Commitment to Zero or any other ESG initiative, which continue to evolve, or if we do not maintain recognition for our ESG efforts, our brand, reputation and customer retention may be negatively impacted. 32 Our ability to achieve any ESG objective is subject to numerous risks, many of which are outside of our control.
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.
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 31 our operating costs and/or constraints on our operating flexibility. These potential labor impacts could adversely impact our results of operations.
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.
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. 36 General Risk Factors We are subject to litigation in the ordinary course of business.
Exchange rate fluctuations could result in significant foreign currency gains and losses and affect our business results. We are exposed to currency translation risk because the local currency utilized in the operations of Whistler Blackcomb, Perisher, Hotham, Falls Creek and Andermatt-Sedrun are different than our functional currency, the U.S. dollar.
Exchange rate fluctuations could result in significant foreign currency gains and losses and affect our business results. We are exposed to currency translation risk because the local currency utilized in the operations of Whistler Blackcomb, Perisher, Hotham, Falls Creek, Andermatt-Sedrun and Crans-Montana are different than our functional currency, the U.S. dollar.
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.
Economic conditions in North America, Europe and parts of the rest of the world, including inflationary pressures, elevated interest rates, supply chain disruption, fluctuating commodity pricing, geopolitical conflicts and 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.
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.
The terms of our Credit Facilities, the 0.0% Convertible Notes and the 6.50% 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.
The indenture governing the 6.25% Notes contains a number of significant restrictions and covenants that limit our ability to: • grant or permit liens; • engage in sale/leaseback transactions; and • engage in a consolidation or merger, or sell, transfer or otherwise dispose of all or substantially all of our assets.
The indenture governing the 6.50% Notes contains a number of significant restrictions and covenants that limit our ability to: • grant or permit liens; • engage in sale/leaseback transactions; and • engage in a consolidation or merger, or sell, transfer or otherwise dispose of all or substantially all of our assets.
Additionally, GTLC and 26 Flagg Ranch operate under concession agreements with the NPS that expire on December 31, 2023 (which we currently expect will be extended in the fall of 2023 for an additional year through December 31, 2024 due to the time needed for solicitation, preparation, review and award of a new contract) and October 31, 2028, respectively.
Additionally, GTLC and Flagg Ranch operate under concession agreements with the NPS that expire on December 31, 2024 (which we currently expect will be extended in the fall of 2024 for an additional year through December 31, 2025 due to the time needed for solicitation, preparation, review and award of a new contract) and October 31, 2028, respectively.
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 may be adversely impacted by the effects of high or prolonged inflation and elevated 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.
In addition, the existence of inflation in certain economies has resulted in, and may continue to result in, rising interest rates. Our business could be adversely impacted by increases in the cost of borrowing from rising interest rates.
In addition, the existence of inflation in certain economies has resulted in, and may continue to result in, elevated interest rates. Our business could be adversely impacted by increases in the cost of borrowing from elevated interest rates.
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 additional details, see “Business—Human Capital Management.” We have recently acquired Crans-Montana, 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.
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.
In addition, inflation has accelerated in the U.S. and globally in recent years due in part to global supply chain issues, the Ukraine-Russia war, a rise in energy prices and strong consumer demand.
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.
Our Epic Coverage program may require us to provide significant refunds to our pass product holders, which would result in reduced revenue and could also expose 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 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.
We have a substantial amount of debt, which requires significant interest and principal payments. As of July 31, 2024, we had $2.8 billion in total indebtedness outstanding.
We also have a credit agreement at Whistler Blackcomb that matures in 2028 (the “Whistler Credit Agreement”), which had no amounts outstanding as of July 31, 2023.
We also have a credit agreement at Whistler Blackcomb that matures in 2028 (the “Whistler Credit Agreement”), which had no amounts outstanding as of July 31, 2024.
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.
This seasonality is partially mitigated by the sale of pass products (which for Fiscal 2024 accounted for approximately 65% 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.
Our international operations and properties and in particular our newly acquired European properties (following the Andermatt-Sedrun acquisition), could be affected by factors peculiar to the laws, regulations and business practices of those jurisdictions. These laws, regulations and business practices expose us to risks that are different than or in addition to those commonly found in the United States.
Our international operations and properties and in particular our newly acquired European properties could be affected by factors peculiar to the laws, regulations and business practices of those jurisdictions. These laws, regulations and business practices expose us to risks that are different than or in addition to those commonly found in the United States.
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.
There are approximately 770 ski areas in North America, including approximately 485 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.
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 have recently acquired Crans-Montana, 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 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.
We cannot provide assurances that our operations will be able to generate sufficient cash flow to fund such capital expenditures or that cash flows generated will be allocated to fund capital expenditures, or that we will be able to obtain sufficient capital from other sources on adequate terms, or at all, especially considering elevated interest rates.
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 Fiscal 2024, approximately 82% 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.
We are also subject to the examination of tax returns and other tax matters by the Internal Revenue Service (“IRS”) and other tax authorities and governmental bodies. We regularly assess the likelihood of an adverse outcome resulting from these examinations to determine the adequacy of our provision for taxes.
We are also subject to the examination of tax returns and other tax matters by the Internal Revenue Service and other tax authorities and governmental bodies. We regularly assess the likelihood of an adverse outcome resulting from these examinations to determine the adequacy of our provision for taxes. There can be no assurance as to the outcome of these examinations.
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 cannot always predict where and when 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 $216 million to $221 million on capital projects in calendar year 2024.
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.
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.
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.
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.
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.
We have and may continue to increase our operations outside of the United States, with international acquisitions to date including Whistler Blackcomb in Canada; Perisher, Hotham and Falls Creek in Australia; and Andermatt-Sedrun and Crans-Montana in Switzerland. We are accordingly subject to a number of risks relating to doing business internationally.
Changes in these laws and regulations may adversely affect our operations. In addition, a severe and prolonged drought may adversely affect our water supply and increase the cost of snowmaking.
In addition, a severe and prolonged drought may adversely affect our water supply and increase the cost of snowmaking.
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.
Since inception of this stock repurchase program through July 31, 2024, the Company has repurchased 9,369,680 shares at a cost of approximately $1,129.4 million, excluding accrued excise tax. As of July 31, 2024, 630,320 Vail Shares remained available to repurchase under the existing share repurchase program, which has no expiration date.
A disruption in our water supply would impact our snowmaking capabilities and operations. Our operations are heavily dependent upon our access to adequate supplies of water for snowmaking and to otherwise conduct our operations. Our mountain Resorts are subject to federal, state, provincial and local laws and regulations relating to water rights.
Our operations are heavily dependent upon our access to adequate supplies of water for snowmaking and to otherwise conduct our operations. Our mountain Resorts are subject to federal, state, provincial and local laws and regulations relating to water rights. Changes in these laws and regulations may adversely affect our 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 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.
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. 27 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 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.
Our assessment of and conclusion on the effectiveness of our internal control over financial reporting as of July 31, 2024 did not include certain elements of the internal controls of Crans-Montana, which was acquired on May 2, 2024.
Additionally, we were awarded the National Ski Area Association’s Golden Eagle Climate Change award at their 2023 annual conference; however we may not be able to sustain such recognition for our ESG efforts.
Additionally, we were awarded the NSAA’s Golden Eagle Climate Change award at the 2023 NSAA annual conference and we were a finalist for the NSAA Golden Eagle Overall Environmental Excellence Award at the 2024 NSAA annual conference; however we may not be able to sustain such recognition for our ESG efforts.
Our international Resort operations require permits and approvals from certain foreign authorities, including the (i) Province of British Columbia, (ii) the New South Wales and Victoria, Australia governments and (iii) the DDPS, the municipality of Tujetsch and the FOT in Switzerland.
Our international Resort operations require permits and approvals from certain foreign authorities, including, but not limited to, the (i) Province of British Columbia; (ii) the New South Wales and Victoria, Australia governments; and (iii) the DDPS, the municipalities of Tujetsch, Crans-Montana, and Lens, regional civic communities, such as Bourgeoisie de Montana and Consortage de l’Alpage de Mer-dechon, and the FOT in Switzerland.
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.
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.
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.
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. If we do not pay dividends, the price of our common stock must appreciate for investors to realize a gain on their investment in Vail Resorts, Inc.
Skiing, travel and tourism are discretionary recreational activities that can entail a relatively high cost of participation and may be adversely affected by economic slowdown or recession.
Risks Related to Our Business We are subject to the risk of prolonged weakness in general economic conditions including adverse effects on the overall travel and leisure related industries. Skiing, travel and tourism are discretionary recreational activities that can entail a relatively high cost of participation and may be adversely affected by economic slowdown or recession.
Rising interest rates increase the borrowing costs on new debt, including debt we may refinance, and could affect the fair value of our investments.
Elevated interest rates increase the borrowing costs on new debt, including debt we may refinance, as well as any existing variable rate indebtedness, and could affect the fair value of our investments. We are vulnerable to unfavorable weather conditions and the impact of natural disasters.
Leisure travel is particularly susceptible to various factors outside of our control, including terrorism, the uncertainty of military and geopolitical conflicts, the cost and availability of travel options and changing consumer preferences or willingness to travel. Our business is sensitive to the willingness of our guests to travel.
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. 25 Leisure travel is particularly susceptible to various factors outside of our control, including terrorism, the uncertainty of military and geopolitical conflicts, the cost and availability of travel options and changing consumer preferences or willingness to travel.
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.
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.
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.
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. Any resource efficiency transformation initiatives that we undertake may not deliver the results we expect.
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.
This appreciation may not occur and our stock may in fact depreciate in value. On September 25, 2024, our Board of Directors approved a cash dividend of $2.22 per share payable on October 24, 2024 to stockholders of record as of October 8, 2024.
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 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 various cybersecurity risk management strategies, initiatives, and internal controls, with the goal of enhancing cybersecurity.
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%.
Under the Vail Holdings Credit Agreement, borrowings under the Vail Holdings Credit Agreement, including the term loan facility, bear interest annually at a rate of SOFR plus 1.60%. As of July 31, 2024 we also have, on a cumulative basis, minimum lease payment obligations under operating leases of approximately $371.1 million over the term of the leases.
Cyber threats and attacks are constantly evolving and becoming more sophisticated, which increases the difficulty and cost of detecting and defending against them. Cyber threats and attacks can have cascading impacts across networks, systems and operations.
However, there can be no assurance that our internal controls or cybersecurity risk management practices will be effective, and that a system interruption, security breach or unauthorized access will not occur. Cyber threats and attacks are constantly evolving and becoming more sophisticated, which increases the difficulty and cost of detecting and defending against them.
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.
Our level of indebtedness and minimum lease payment obligations could have important consequences.
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.
Our guests can choose from any of these alternatives, as well as non-skiing vacation options and destinations around the world. 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.
As an example of weather variability, throughout the 2022/2023 North American ski season, unseasonably warm and extreme cold weather disrupted operating days, impacted demand and increased operating costs at our eastern U.S. Resorts, and significant snowstorms impacted resort access and our ability to fully open our Resorts in the Tahoe region at certain times.
An example of weather variability was observed throughout the 2023/2024 North American ski season, where significant weather-related challenges disrupted operating days and impacted demand, including lower snowfall for the full winter season compared to the prior year period across our western North American resorts and limited natural snow and variable temperatures at our Eastern U.S. resorts (comprising the Midwest, Mid-Atlantic, and Northeast).
Removed
The risks described below should carefully be considered together with the other information contained in this report. 21 Risks Related to Our Business We are subject to the risk of prolonged weakness in general economic conditions including adverse effects on the overall travel and leisure related industries.
Added
Our business is sensitive to the willingness of our guests to travel.
Removed
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.
Added
In addition, despite our efforts to proactively institute cybersecurity defense mechanisms, such as regular cybersecurity tabletop exercises, control gap analyses, threat modeling, impact analyses, internal and external cybersecurity audits, vulnerability scans, penetration tests, third party 26 analyses, and other cybersecurity threat defense strategies, such strategies may ultimately prove ineffective, as they are, by their nature, largely reactive, and cybersecurity threats are constantly evolving as threat actors become more sophisticated.
Removed
If we do not pay dividends, the price of our common stock must appreciate for investors to realize a gain on their investment in Vail Resorts, Inc. This appreciation may not occur and our stock may in fact depreciate in value.
Added
For additional information regarding our cybersecurity processes, policies and programs, refer to Item 1C. “Cybersecurity.” Cyber threats and attacks can have cascading impacts across networks, systems and operations.
Added
We may not be able to fund resort capital expenditures, accurately identify the need for, or anticipate the timing of certain capital expenditures, which may adversely impact our business.
Added
Further, our properties and equipment at our mountain Resorts, including parking areas, roads, ski lifts, and other infrastructure, require periodic maintenance capital expenditures in order to maintain standards of satisfactory operating performance and appearance.
Added
Although some maintenance capital expenditure projects are routine and normally planned to occur outside of peak operating periods in order to not interfere with business operations, other maintenance capital expenditure projects are non-routine, difficult to predict, and could arise during peak operating periods.
Added
If we fail to identify the need for a maintenance project, address a maintenance project timely, or fail to anticipate the criticality of a maintenance project for key infrastructure and therefore defer maintenance projects, we could be forced as a result to temporarily close certain of our facilities, particularly during peak operating periods, and our business and results of operations could be materially adversely impacted. 28 A disruption in our water supply would impact our snowmaking capabilities and operations.
Added
Portions of our operations at Crans-Montana are located on land owned by regional Bourgeoisies, the municipality of Crans-Montana and private property owners, whereby the owners have granted building rights and/or easements for the operations. Such leasehold property rights expire between 2027 and 2094, and we will then be able to negotiate for an extension.
Added
These leasehold properties primarily relate to forest and agricultural zones for which usage is needed for the operation of the ski lifts (e.g. passing through of ski lifts or in connection with the arrival or departure stations of the ski lifts) and are spread over the entire ski resort.
Added
We also hold passenger transport concessions from the FOT, for a total of 20 cableway installations. Each passenger transport concession has a separate expiration date between 2032 and 2047, and we will then be able to apply for an extension or new concession.
Added
To create organizational effectiveness and scale for operating leverage as we grow globally, we announced a multi-year resource efficiency transformation plan to achieve $100 million in annualized savings by the end of 2026.
Added
Our ability to realize anticipated benefits from these plans is subject to many estimates and assumptions, including business, economic and competitive uncertainties and contingencies, and accordingly there can be no assurance that the anticipated savings, operating efficiencies or other benefits will be achieved, within the anticipated timeframes or at all, or that they will not be significantly and materially less than anticipated.
Added
We are subject to extensive environmental and health and safety laws and regulations in the ordinary course of business.
Added
In addition, the Organization for Economic Cooperation and Development reached agreement among various countries to implement a minimum 15% tax rate on certain multinational enterprises, commonly referred to as Pillar Two. Many countries continue to announce changes in their tax laws and regulations based on the Pillar Two proposals.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeMansfield, 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.
Biggest changeMansfield, 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 Snow Creek, MO Owned Ski trails, ski lifts, buildings and other improvements SSI Venture, Inc.
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.
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 40 Location Ownership Use 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.
The 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.
The 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 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 39 Location Ownership Use 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 Crans-Montana Mountain Resort, Switzerland 84% Owned Ski resort operations, including ski lifts, ski trails, buildings and other improvements and commercial space Crans-Montana Mountain Resort, Switzerland Owned Ski resort operations, including ski school and dining operations 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.
Added
(“VRR”) Properties; CO, CA, NV, UT, MN & BC, Canada Owned/Leased Approximately 245 rental and retail stores (of which approximately 85 stores are currently held under lease) for recreational products, 7 leased warehouses and 4 My Epic Gear member services locations.
Added
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 41 Location Ownership Use 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 (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.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 4. MINE SAFETY DISCLOSURES. Not applicable. 37 PART II
Biggest changeFor additional information, see Notes to Consolidated Financial Statements. ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. 42 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeRepurchase 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.
Biggest changeRepurchase of Equity Securities The following table sets forth our purchases of shares of our common stock during the fourth quarter of our fiscal year ended July 31, 2024 (“Fiscal 2024”): 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, 2024 - May 31, 2024 — $ — — 768,910 June 1, 2024 - June 30, 2024 138,590 $ 180.38 138,590 630,320 July 1, 2024 - July 31, 2024 — $ — — 630,320 Total 138,590 $ 180.38 138,590 630,320 (1) Average price per share excludes any excise tax imposed on stock repurchases as part of the Inflation Reduction Act of 2022.
The comparison assumes that $100 was invested at the beginning of the period in our common stock (“MTN”), The Russell 2000 Stock Index, The Standard & Poor’s 500 Stock Index and the Dow Jones U.S. Travel and Leisure Stock Index, with dividends reinvested where applicable. We include the Dow Jones U.S.
The comparison assumes that $100 was invested at the beginning of the period in our common stock (“MTN”), The Russell 2000 Stock Index, The Standard & Poor’s 500 Stock Index and the Dow Jones U.S. Travel and Leisure 43 Stock Index, with dividends reinvested where applicable. We include the Dow Jones U.S.
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.
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 Ninth 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.
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”).
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, 2020 through the end of Fiscal 2024.
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.
As of July 31, 2019 2020 2021 2022 2023 2024 Vail Resorts, Inc. $ 100.00 $ 73.31 $ 116.51 $ 92.40 $ 94.94 $ 76.48 Russell 2000 $ 100.00 $ 91.14 $ 138.48 $ 118.64 $ 127.97 $ 146.17 Standard & Poor’s 500 $ 100.00 $ 120.87 $ 164.90 $ 157.22 $ 177.64 $ 216.97 Dow Jones U.S.
Travel and Leisure $ 100.00 $ 116.04 $ 88.25 $ 129.66 $ 105.59 $ 138.95 ITEM 6. [Reserved]
Travel and Leisure $ 100.00 $ 88.25 $ 129.66 $ 105.59 $ 138.95 $ 144.40 ITEM 6. [Reserved]
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.
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 23, 2024, 37,485,473 shares of common stock were outstanding, held by approximately 231 holders of record.
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.
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 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.
On September 25, 2024, our Board of Directors approved a cash dividend of $2.22 per share payable on October 24, 2024 to stockholders of record as of October 8, 2024. We expect to fund the dividend with available cash on hand.
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.
From inception of this stock repurchase program through July 31, 2024, the Company has repurchased 9,369,680 shares at a cost of approximately $1,129.4 million, excluding excise tax. As of July 31, 2024, 630,320 shares remained available to repurchase under the existing repurchase authorization.
Added
On September 25, 2024, the Company’s Board of Directors approved an increase in the number of shares authorized to be repurchased under the share repurchase program by an additional 1,100,000 Vail Shares. As a result, 1,730,320 Vail Shares are available to repurchase under the share repurchase program.
Added
Travel and Leisure Index as we believe we compete in the travel and leisure industry.

Item 7. Management's Discussion & Analysis

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

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Biggest changeLodging 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.
Biggest changeMountain equity investment income, net primarily includes our share of income from the operations of a real estate brokerage company. 50 Lodging Segment Lodging segment operating results for Fiscal 2024, Fiscal 2023 and Fiscal 2022 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) 2024 2023 2022 2024/2023 2023/2022 Lodging net revenue: Owned hotel rooms $ 83,977 $ 80,117 $ 80,579 4.8 % (0.6) % Managed condominium rooms 86,199 96,785 97,704 (10.9) % (0.9) % Dining 63,255 62,445 48,569 1.3 % 28.6 % Transportation 16,309 15,242 16,021 7.0 % (4.9) % Golf 13,722 12,737 10,975 7.7 % 16.1 % Other 56,368 55,816 46,500 1.0 % 20.0 % Lodging net revenue (excluding payroll cost reimbursements) 319,830 323,142 300,348 (1.0) % 7.6 % Payroll cost reimbursements 16,287 17,251 11,742 (5.6) % 46.9 % Total Lodging net revenue 336,117 340,393 312,090 (1.3) % 9.1 % Lodging operating expense: Labor and labor-related benefits 139,840 148,915 128,884 (6.1) % 15.5 % General and administrative 59,239 63,562 55,081 (6.8) % 15.4 % Other 97,733 98,398 90,636 (0.7) % 8.6 % Lodging operating expense (excluding reimbursed payroll costs) 296,812 310,875 274,601 (4.5) % 13.2 % Reimbursed payroll costs 16,287 17,251 11,742 (5.6) % 46.9 % Total Lodging operating expense 313,099 328,126 286,343 (4.6) % 14.6 % Lodging Reported EBITDA $ 23,018 $ 12,267 $ 25,747 87.6 % (52.4) % Owned hotel statistics (1) : ADR $ 317.65 $ 312.15 $ 309.78 1.8 % 0.8 % RevPar $ 161.82 $ 160.75 $ 170.84 0.7 % (5.9) % Managed condominium statistics: ADR $ 424.13 $ 416.77 $ 410.13 1.8 % 1.6 % RevPar $ 118.91 $ 124.41 $ 122.15 (4.4) % 1.9 % Owned hotel and managed condominium statistics (combined): ADR $ 381.60 $ 378.62 $ 373.89 0.8 % 1.3 % RevPar $ 130.41 $ 133.48 $ 133.53 (2.3) % — % Lodging Reported EBITDA includes $3.3 million, $4.0 million and $3.7 million of stock-based compensation expense for Fiscal 2024, Fiscal 2023 and Fiscal 2022, respectively.
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.
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 sales.
We continue undertaking preliminary planning and design work on future projects and are pursuing opportunities with third-party developers rather than undertaking our own significant vertical development projects. Additionally, real estate development projects by third-party developers most often result in the creation of certain resort assets that provide additional benefit to the Mountain segment.
We continue undertaking preliminary planning and design work on future projects and are pursuing opportunities with third-party developers rather than undertaking our own significant vertical development projects. Real estate development projects by third-party developers most often result in the creation of certain resort assets that provide additional benefit to the Mountain segment.
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”).
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”).
Skiing, travel and tourism are discretionary recreational activities that can entail a relatively high cost of participation. As a result, economic downturns and other negative impacts to consumer discretionary spending may have a pronounced impact on visitation to our Resorts.
Skiing, travel and tourism are discretionary recreational activities that can entail a relatively high cost of participation. As a result, economic downturns and other negative impacts to consumer discretionary spending may have a pronounced impact on visitation to our 47 Resorts.
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.
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.
Our borrowing availability under the Vail Holdings Credit Agreement is primarily determined by the Net Funded Debt to Adjusted EBITDA ratio, which is based on our segment operating performance, as defined in the Vail Holdings Credit Agreement.
Our borrowing availability under the Vail Holdings Credit Agreement is primarily determined by the Net Funded Debt to Adjusted EBITDA ratio, which is based on our operating performance, as defined in the Vail Holdings Credit Agreement.
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.
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 61 spring to late fall.
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.
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 may be required.
We also believe that Net Debt is an important measurement as it is an indicator of our ability to obtain additional capital resources for our future cash needs.
We also 44 believe that Net Debt is an important measurement as it is an indicator of our ability to obtain additional capital resources for our future cash needs.
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. Debt obligations, which totaled $2.8 billion as of July 31, 2023, are recognized as liabilities in our Consolidated Balance Sheet.
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. Debt obligations, which totaled $2.8 billion as of July 31, 2024, are recognized as liabilities in our Consolidated Balance Sheet.
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.
For the 2024/2025 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.
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 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. 52 Other Items In addition to segment operating results, the following items contributed to our overall financial position and results of operations (in thousands).
The second step requires us to estimate and measure the largest tax benefit that is cumulatively greater than 50% likely of being realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as this requires us to determine the probability of various possible outcomes.
The second step requires us to estimate and measure the largest tax benefit that is cumulatively greater than 50% likely of being reversed upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as this requires us to determine the probability of various possible outcomes.
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.
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, 2025; however, there can be no assurance that we will continue to meet such financial covenants.
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.
Mountain Segment In the Mountain segment, the Company operates the following 42 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. 45 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.
The future annual interest obligations noted herein are estimated only in relation to debt outstanding as of July 31, 2023, and do not reflect interest obligations on potential future debt or refinancing.
The future annual interest obligations noted herein are estimated only in relation to debt outstanding as of July 31, 2024, and do not reflect interest obligations on potential future debt or refinancing.
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.
During Fiscal 2024, 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 exceeded their respective carrying values. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors.
We refer to “Resort” as the combination of the Mountain and Lodging segments. The Mountain, Lodging and Real Estate segments represented approximately 88%, 12% and 0%, respectively, of our net revenue for Fiscal 2023.
We refer to “Resort” as the combination of the Mountain and Lodging segments. The Mountain, Lodging and Real Estate segments represented approximately 88%, 12% and 0%, respectively, of our net revenue for Fiscal 2024.
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.
A 10% decrease in the estimated useful lives of depreciable assets would have increased depreciation expense by approximately $30.3 million for Fiscal 2024. 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.
We perform a qualitative analysis to determine whether it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset exceeds the carrying amount.
We have the option to first perform a qualitative analysis to determine whether it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset exceeds the carrying amount.
The consolidated results of operations, including any consolidated financial metrics pertaining thereto, include the operations of Andermatt-Sedrun (acquired August 3, 2022) and Seven Springs Mountain Resort, Hidden Valley Resort and Laurel Mountain Ski Area in Pennsylvania (collectively, the “Seven Springs Resorts,” acquired December 31, 2021) prospectively from their respective dates of acquisition.
The consolidated results of operations, including any consolidated financial metrics pertaining thereto, include the operations of Crans-Montana (acquired May 2, 2024), Andermatt-Sedrun (acquired August 3, 2022) and Seven Springs Mountain Resort, Hidden Valley Resort and Laurel Mountain Ski Area in Pennsylvania (collectively, the “Seven Springs Resorts,” acquired December 31, 2021) prospectively from their respective dates of acquisition.
The Epic Day Pass is a customizable one to seven day pass product purchased in advance of the season, for those skiers and riders who expect to ski a certain number of days during the season, and which is available in three tiers of resort access offerings.
The Epic Day Pass is a customizable one to seven day pass product purchased in advance of the season, for those skiers and riders who want to purchase access for a certain number of days during the season, and which is available in three tiers of resort access offerings.
Resort Reported EBITDA, Total Reported EBITDA and Net Debt should not be considered in isolation or as an alternative to, or substitute for, net income, net change in cash and cash equivalents or other financial statement data presented in the Consolidated Financial Statements as indicators of financial performance or liquidity.
Resort Reported EBITDA, Total Reported EBITDA and Net Debt should not be considered in isolation or as an alternative to, or substitute for, net income, net change in cash and cash equivalents or other financial statement data presented in the Consolidated Financial Statements.
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.
Our largest source of Mountain segment revenue comes from the sale of lift tickets (including pass products), which represented approximately 57%, 56%, and 59% of Mountain segment net revenue for Fiscal 2024, the fiscal year ended July 31, 2023 (“Fiscal 2023”) and the fiscal year ended July 31, 2022 (“Fiscal 2022”), respectively. Lift revenue is driven by volume and pricing.
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.
Revenues from such properties represented approximately 68%, 71% and 73% of Lodging segment net revenue (excluding Lodging segment revenue associated with the reimbursement of payroll costs) for Fiscal 2024, Fiscal 2023 and Fiscal 2022, respectively.
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.
Pass product revenue, although primarily collected prior to the ski season, is recognized in our Consolidated Statements of Operations throughout the ski season on a straight-line basis using the number of skiable days of the season-to-date period relative to the total estimated number of skiable days of the season.
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.
During Fiscal 2024, approximately 82% 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.
Retail cost of sales increased 19.9%, compared to an increase in retail sales of 16.1%, reflecting decreased margins on retail products driven by higher sales of discounted inventory. Resort related fees increased 12.5% primarily as a result of an increase in revenues on which those fees are based.
Retail cost of sales decreased 9.8%, compared to a decrease in retail sales of 13.8%, reflecting decreased margins on retail products driven by higher sales of discounted inventory. Resort related fees increased 5.1% primarily as a result of an increase in revenues on which those fees are based.
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.
For both the 2023/2024 and 2022/2023 North American ski seasons, Destination guests comprised approximately 57% of our North American destination mountain resort skier visits (excluding complimentary access), while Local guests comprised approximately 43%, which compares to approximately 58% and 42%, respectively, for the 2021/2022 North American ski season.
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).
Additionally, we have a credit facility which supports the liquidity needs of Whistler Blackcomb (the “Whistler Credit Agreement”). As of July 31, 2024, we had C$296.6 million ($214.8 million) available under the revolver component of the Whistler Credit Agreement which represents the total commitment of C$300.0 million ($217.3 million) less letters of credit outstanding of C$3.4 million ($2.5 million).
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.
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.
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, 2024, we had $1,678.0 million of goodwill and $252.2 million of indefinite-lived intangible assets recorded on our Consolidated Balance Sheet.
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).
The share repurchase program has no expiration date. Dividend Payments During Fiscal 2024, we paid cash dividends of $8.56 per share ($323.7 million). During Fiscal 2023, we paid cash dividends of $7.94 per share ($314.4 million, including cash dividends paid to Exchangeco shareholders).
Effect if Actual Results Differ From Assumptions Although we believe the estimates and judgments discussed herein are reasonable, actual results could differ, and we may be exposed to increased expense related to depreciable assets disposed of, removed or taken out of service prior to its originally estimated useful life, which may be material.
Judgments and Uncertainties The estimates of our useful lives of the assets contain uncertainty because management must use judgment to estimate the useful life of the asset. 60 Effect if Actual Results Differ From Assumptions Although we believe the estimates and judgments discussed herein are reasonable, actual results could differ, and we may be exposed to increased expense related to depreciable assets disposed of, removed or taken out of service prior to its originally estimated useful life, which may be material.
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.
Real Estate segment operating results for Fiscal 2024, Fiscal 2023 and Fiscal 2022 are presented by category as follows (in thousands): Percentage Year ended July 31, Increase/(Decrease) 2024 2023 2022 2024/2023 2023/2022 Total Real Estate net revenue $ 4,704 $ 8,065 $ 708 (41.7) % 1,039.1 % Real Estate operating expense: Cost of sales (including sales commissions) 3,607 5,146 251 (29.9) % 1,950.2 % Other 5,907 5,489 5,660 7.6 % (3.0) % Total Real Estate operating expense 9,514 10,635 5,911 (10.5) % 79.9 % Gain on sale of real property 6,285 842 1,276 646.4 % (34.0) % Real Estate Reported EBITDA $ 1,475 $ (1,728) $ (3,927) 185.4 % 56.0 % Fiscal 2024 During Fiscal 2024, we closed on the sale of a land parcel in Keystone, CO for $4.2 million, which was recorded within Real Estate net revenue, with a corresponding cost of sale of $3.6 million.
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 (primarily generated in our second and third fiscal quarters).
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.
Other revenue mainly consists of summer revenues, other mountain activities revenue, employee housing revenue, guest services revenue, commercial leasing revenue, marketing and internet advertising 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 resort lodging and transportation revenue.
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 of July 31, 2024, 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 $959.8 million, and the Whistler Credit Agreement provides for a revolving loan facility in an aggregate principal amount of C$300.0 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).
In addition to our $322.8 million of cash and cash equivalents at July 31, 2024, we had $407.9 million available under the revolver component of our Vail Holdings Credit Agreement as of July 31, 2024 (which represents the total commitment of $500.0 million less outstanding letters of credit of $92.1 million).
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.
Results of Operations Summary Shown below is a summary of operating results for Fiscal 2024, Fiscal 2023 and Fiscal 2022 (in thousands): Year ended July 31, 2024 2023 2022 Net income attributable to Vail Resorts, Inc. $ 230,405 $ 268,148 $ 347,923 Income before provision for income taxes $ 345,095 $ 373,517 $ 457,161 Mountain Reported EBITDA $ 802,072 $ 822,570 $ 811,167 Lodging Reported EBITDA 23,018 12,267 25,747 Resort Reported EBITDA $ 825,090 $ 834,837 $ 836,914 Real Estate Reported EBITDA $ 1,475 $ (1,728) $ (3,927) 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.
Additionally, operating expense includes $3.1 million and $7.7 million of acquisition and integration related expenses for Fiscal 2023 and Fiscal 2022, respectively.
Operating expense includes $8.0 million and $3.1 million of acquisition and integration related expenses for Fiscal 2024 and Fiscal 2023, respectively.
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.
On September 25, 2024, our Board of Directors approved a cash dividend of $2.22 per share payable on October 24, 2024 to stockholders of record as of October 8, 2024. We expect to fund the dividend with available cash on hand.
(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.
(2) Purchase obligations and other primarily includes amounts which are classified as trade payables ($141.2 million), accrued payroll and benefits ($104.2 million), accrued fees and assessments ($33.9 million), contingent consideration liability ($104.2 million) and accrued taxes (including taxes for uncertain tax positions) ($112.5 million) on our Consolidated Balance Sheet as of July 31, 2024.
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.
Our long term liquidity needs depend upon operating results that impact the borrowing capacity under our credit agreements. 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.
Significant Uses of Cash Capital Expenditures We have historically invested significant amounts of cash in capital expenditures for our resort operations, and we expect to continue to do so, subject to operating performance particularly as it relates to discretionary projects. In addition, we may incur capital expenditures for retained ownership interests associated with third-party real estate development projects.
Significant Uses of Cash Capital Expenditures We have historically invested significant amounts of cash in capital expenditures for our resort operations, and we expect to continue to do so, subject to operating performance particularly as it relates to discretionary projects.
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.
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, 2024 in accordance with GAAP. 57 Share Repurchase Program Our share repurchase program is conducted under authorizations made from time to time by our Board of Directors.
Revenue of the Lodging segment during our first and fourth fiscal quarters is generated primarily by the operations of our NPS concessioner properties (as their peak operating season generally occurs from mid-May through the end of September); mountain resort golf operations and seasonally lower volume from our other owned and managed properties and businesses.
Revenue of the Lodging segment during our first and fourth fiscal quarters is generated primarily by the operations of our NPS concessioner properties (as their peak operating season generally occurs during the months of June to October), as well as golf operations and seasonally low operations from our other owned and managed properties and businesses.
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.
Currently planned capital expenditures primarily include investments that will allow us to maintain our high-quality standards for the guest experience, as well as certain incremental discretionary improvements at our Resorts, throughout our owned hotels and in technology that can impact the full network.
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.
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. 59 While we believe that our estimates and judgments are reasonable and while historical quantitative tests concluded that the 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.
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.
As a result, 1,730,320 Vail Shares are available to repurchase under the share repurchase program. 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 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.
In March 2024, we began our season pass sales program for the 2024/2025 North American ski season. Pass product sales through September 20, 2024 for the upcoming 2024/2025 North American ski season decreased approximately 3% in units and increased approximately 3% in sales dollars as compared to the prior year period through September 22, 2023.
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)).
Additionally, we had C$296.6 million ($214.8 million) available under the revolver component of our Whistler Credit Agreement (which represents the total commitment of C$300.0 million ($217.3 million) less certain outstanding letters of credit of C$3.4 million ($2.5 million)).
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.
Debt As of July 31, 2024, principal payments on $2.0 billion of our $2.8 billion in long-term debt outstanding as of July 31, 2024 are not due until fiscal year 2029 and beyond. As of both July 31, 2024 and 2023, total long-term debt, net (including long-term debt due within one year) was $2.8 billion.
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%.
Discussion of our financial results for Fiscal 2023 compared to Fiscal 2022 can be found in our Annual Report on Form 10-K for Fiscal 2023, which was filed on September 28, 2023. 48 Mountain Segment Mountain segment operating results for Fiscal 2024, Fiscal 2023 and Fiscal 2022 are presented by category as follows (in thousands, except effective ticket price (“ETP)): Percentage Year ended July 31, Increase/(Decrease) 2024 2023 2022 2024/2023 2023/2022 Mountain net revenue: Lift $ 1,442,784 $ 1,420,900 $ 1,310,213 1.5 % 8.4 % Ski school 304,548 287,275 223,645 6.0 % 28.5 % Dining 227,572 224,642 163,705 1.3 % 37.2 % Retail/rental 317,196 361,484 311,768 (12.3) % 15.9 % Other 252,270 246,605 203,783 2.3 % 21.0 % Total Mountain net revenue 2,544,370 2,540,906 2,213,114 0.1 % 14.8 % Mountain operating expense: Labor and labor-related benefits 731,153 744,613 561,266 (1.8) % 32.7 % Retail cost of sales 107,093 118,717 99,024 (9.8) % 19.9 % Resort related fees 110,113 104,797 93,177 5.1 % 12.5 % General and administrative 350,788 325,903 292,412 7.6 % 11.5 % Other 444,204 424,911 358,648 4.5 % 18.5 % Total Mountain operating expense 1,743,351 1,718,941 1,404,527 1.4 % 22.4 % Mountain equity investment income, net 1,053 605 2,580 74.0 % (76.6) % Mountain Reported EBITDA $ 802,072 $ 822,570 $ 811,167 (2.5) % 1.4 % Total skier visits 17,564 19,410 17,298 (9.5) % 12.2 % ETP $ 82.14 $ 73.20 $ 75.74 12.2 % (3.4) % Mountain Reported EBITDA includes $23.2 million, $21.2 million and $20.9 million of stock-based compensation expense for Fiscal 2024, Fiscal 2023 and Fiscal 2022, respectively.
COVID-19 in general had an adverse impact on our results of operations for Fiscal 2022 and Fiscal 2021. The sections titled “Fiscal 2023 compared to Fiscal 2022” in each of the Mountain and Lodging segment discussions below provide comparisons of financial and operating performance for Fiscal 2023 to Fiscal 2022, unless otherwise noted.
The sections titled “Fiscal 2024 compared to Fiscal 2023” in each of the Mountain and Lodging segment discussions below provide comparisons of financial and operating performance for Fiscal 2024 to Fiscal 2023, unless otherwise noted.
Reconciliation 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.
The increase in the effective tax rate was primarily due to an increase in net unfavorable discrete items impacting the tax provision in the current period, including a decrease in the impact of the lapse of the statute of limitations for an uncertain tax position ($5.9 million) and a nonrecurring foreign partnership basis adjustment ($4.7 million). 53 Reconciliation of Non-GAAP Measures The following table reconciles net income attributable to Vail Resorts, Inc. to Total Reported EBITDA for Fiscal 2024, Fiscal 2023 and Fiscal 2022 (in thousands): Year ended July 31, 2024 2023 2022 Net income attributable to Vail Resorts, Inc. $ 230,405 $ 268,148 $ 347,923 Net income attributable to noncontrolling interests 15,874 16,955 20,414 Net income 246,279 285,103 368,337 Provision for income taxes 98,816 88,414 88,824 Income before provision for income taxes 345,095 373,517 457,161 Depreciation and amortization 276,493 268,501 252,391 Loss (gain) on disposal of fixed assets and other, net 9,633 9,070 (43,992) Change in estimated fair value of contingent consideration 47,957 49,836 20,280 Investment income and other, net (18,592) (23,744) (3,718) Foreign currency loss on intercompany loans 4,140 2,907 2,682 Interest expense, net 161,839 153,022 148,183 Total Reported EBITDA $ 826,565 $ 833,109 $ 832,987 Mountain Reported EBITDA $ 802,072 $ 822,570 $ 811,167 Lodging Reported EBITDA 23,018 12,267 25,747 Resort Reported EBITDA 825,090 834,837 836,914 Real Estate Reported EBITDA 1,475 (1,728) (3,927) Total Reported EBITDA $ 826,565 $ 833,109 $ 832,987 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, 2024 2023 Long-term debt, net $ 2,721,597 $ 2,750,675 Long-term debt due within one year 57,153 69,160 Total debt 2,778,750 2,819,835 Less: cash and cash equivalents 322,827 562,975 Net Debt $ 2,455,923 $ 2,256,860 Liquidity and Capital Resources Changes in significant sources and uses of cash for Fiscal 2024, Fiscal 2023 and Fiscal 2022 are presented by categories as follows (in thousands): Year ended July 31, 2024 2023 2022 Net cash provided by operating activities $ 586,774 $ 639,563 $ 710,499 Net cash used in investing activities $ (241,069) $ (273,167) $ (347,917) Net cash used in financing activities $ (574,788) $ (915,708) $ (493,136) Historically, we have lower cash available at the end of each first and fourth fiscal quarter-ends as compared to our second and third fiscal quarter-ends, primarily due to the seasonality of our Mountain segment operations. 54 Fiscal 2024 compared to Fiscal 2023 We generated $586.8 million of cash from operating activities during Fiscal 2024, a decrease of $52.8 million compared to $639.6 million generated during Fiscal 2023.
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.
Our borrowing availability under the Whistler Credit Agreement is primarily determined by the Consolidated Total Leverage Ratio, which is based on the operating performance of the loan parties, as defined in the Whistler Credit Agreement. We were in compliance with all restrictive financial covenants in our debt instruments as of July 31, 2024.
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.
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.
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.
During Fiscal 2024, we repurchased 721,378 shares (at an average price of $207.93) for a total cost of approximately $150.0 million, excluding accrued excise tax. Since the inception of this stock repurchase program through July 31, 2024, we have repurchased 9,369,680 Vail Shares at a cost of approximately $1,129.4 million.
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.
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.
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.
Net Debt (defined as long-term debt, net plus long-term debt due within one year less cash and cash equivalents) was $2.5 billion and $2.3 billion as of July 31, 2024 and 2023, respectively.
Off Balance Sheet Arrangements We do not have off balance sheet transactions that are expected to have a material effect on our financial condition, revenue, expenses, results of operations, liquidity, capital expenditures or capital resources.
Off Balance Sheet Arrangements We do not have off balance sheet transactions that are expected to have a material effect on our financial condition, revenue, expenses, results of operations, liquidity, capital expenditures or capital resources. 58 Critical Accounting Policies The preparation of Consolidated Financial Statements in conformity with GAAP requires us to select accounting policies and to make judgments and estimates affecting the application of those accounting policies.
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.
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.
We have identified the most critical accounting policies which were determined by considering accounting policies that involve the most complex or subjective decisions or assessments.
In applying our accounting policies, different business conditions or the use of different assumptions may result in materially different amounts reported in the Consolidated Financial Statements. We have identified the most critical accounting policies which were determined by considering accounting policies that involve the most complex or subjective decisions or assessments.
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.
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 our dining operations; as such, profit margins can fluctuate greatly based on the level of revenues.
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.
Additionally, the annual payments associated with the financing of the Canyons Resort transaction increase by the greater of CPI less 1%, or 2%. 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.
Mountain segment results also include $3.1 million and $7.7 million of acquisition and integration related expenses for Fiscal 2023 and Fiscal 2022, respectively. Lift revenue increased $110.7 million, or 8.4%, due to increases in both pass revenue and non-pass revenue.
Mountain segment results also include $8.0 million and $3.1 million of acquisition and integration related expenses for Fiscal 2024 and Fiscal 2023, respectively.
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.
Actual results could differ and we may be exposed to increases or decreases in those reserves and tax provisions that could be material.
Recent Trends, Risks and Uncertainties We have identified the following important factors (as well as risks and uncertainties associated with such factors) that could impact our future financial performance or condition: • The economies in the countries in which we operate and from which we attract our guests may be impacted by economic challenges associated with rising inflation, increasing interest rates, financial institution disruptions and/or fluctuating commodity prices that could adversely impact our business, including decreased guest spending or visitation or increased costs of operations.
We cannot predict if these trends will continue through the 2024 North American pass sales campaign or the overall impact that pass sales will have on lift revenue for the 2024/2025 North American ski season. • The economies in the countries in which we operate and from which we attract our guests may be impacted by economic challenges associated with elevated inflation, prolonged elevated interest rates, geopolitical conflicts, political uncertainty and financial institution disruptions and/or fluctuating commodity prices that could adversely impact our business, including decreased guest spending or visitation or increased costs of operations.
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.
A summary of our material cash obligations as of July 31, 2024 (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 2025 years years 5 years Long-term debt (1) $ 3,481,028 171,107 912,578 1,007,745 1,389,598 Service contracts $ 45,577 33,480 11,317 780 — Purchase obligations and other (2) $ 591,423 409,398 93,811 3,119 85,095 Total contractual cash obligations $ 4,118,028 $ 613,985 $ 1,017,706 $ 1,011,644 $ 1,474,693 (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, 2024, and assumes all debt outstanding as of July 31, 2024 will be held to maturity.
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.
Significant Sources of Cash We had $322.8 million of cash and cash equivalents as of July 31, 2024, compared to $563.0 million as of July 31, 2023, and the decrease was primarily attributable to the cash purchase price associated with the acquisition of Crans-Montana, net of cash acquired, and share repurchases completed during Fiscal 2024.
Cash used in financing activities increased by $422.6 million during Fiscal 2023 compared to Fiscal 2022, primarily due to an increase in repurchases of common stock of $425.0 million and an increase in dividends paid of $88.6 million.
Cash used in financing activities decreased by $340.9 million during Fiscal 2024 compared to Fiscal 2023, primarily due to a decrease in repurchases of common stock of $350.0 million.
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.
Our debt service requirements can be impacted by changing interest rates as we had approximately $0.6 billion of net variable-rate debt outstanding as of July 31, 2024 (net of $400.0 million of interest rate swap agreements which hedged the variable interest rate component of the Vail Holdings Credit Agreement, and which expired on September 23, 2024).
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%.
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 $6.1 million based on the rates in effect as of July 31, 2024, which does not include the impact of the expiration of the interest rate swaps.
These decreases in cash used in investing activities were partially offset by (i) an increase in capital expenditures of approximately $122.1 million as compared to the prior year, driven by our significant investment in lift upgrades in calendar year 2022; (ii) $48.8 million of short-term investments in bank deposits in the current year, net of maturities, which were invested in deposits with maturity dates of more than three months at the date of purchase and are therefore not reflected as cash equivalents; (iii) $38.6 million of cash paid to ASA upon closing the acquisition of Andermatt-Sedrun, net of cash acquired, on August 3, 2022 and (iv) proceeds in the prior year due to the sale of the DoubleTree at Breckenridge, payment from the NPS related to a leasehold surrender interest at GTLC associated with assets that had been fully depreciated by the Company and the sale of an administrative building in Avon, CO, which did not recur in the current year.
Cash used in investing activities for Fiscal 2024 decreased by $32.1 million, primarily due to (i) a decrease in capital expenditures of approximately $103.7 million as compared to the prior year, driven by our significant investments in lift upgrades impacting Fiscal 2023; (ii) prior year short-term bank deposit investments of $86.8 million, which were invested in deposits with maturity dates of more than three months at the date of purchase and were therefore not reflected as cash equivalents as of July 31, 2023, of which $57.6 million and $38.0 million matured during the Fiscal 2024 and Fiscal 2023, respectively; and (iii) $38.6 million of cash paid to Andermatt Swiss Alps AG upon closing the acquisition of Andermatt-Sedrun, net of cash acquired, on August 3, 2022.
Effect if Actual Results Differ From Assumptions We believe the estimates and judgments we have made related to tax contingencies are reasonable and we have adequate reserves for uncertain tax positions. Our reserves for uncertain tax positions, including any income tax related interest and penalties, are $56.8 million as of July 31, 2023.
Judgments and Uncertainties The estimates of our tax contingencies reserve contain uncertainty because management must use judgment to estimate the potential exposure associated with our various filing positions. Effect if Actual Results Differ From Assumptions We believe the estimates and judgments we have made related to tax contingencies are reasonable and we have adequate reserves for uncertain tax positions.
Including these one-time items, our total capital plan for calendar year 2023 is expected to be approximately $204 million to $209 million. Included in these estimated capital expenditures are approximately $112 million to $117 million of maintenance capital expenditures (excluding Andermatt-Sedrun), which are necessary to maintain appearance and level of service appropriate to our resort operations.
Included in these estimated capital expenditures are approximately $117 million to $122 million of maintenance capital expenditures (excluding Crans-Montana), which are necessary to maintain appearance and level of service appropriate to our resorts.
The performance of our lodging properties (including managed condominium units) proximate to our Resorts, and our Colorado resort ground transportation company, are closely aligned with the performance of the Mountain segment and generally experience similar seasonal trends, particularly with respect to visitation by Destination guests.
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. 46 The performance of our lodging properties (including managed condominium rooms) proximate to our Resorts, and our Colorado resort ground transportation company, are closely aligned with the performance of the Mountain segment and generally experience similar seasonal trends, particularly with respect to visitation by Destination guests.
We believe that our existing cash and cash equivalents, availability under our credit agreements and the expected positive cash flow from operating activities of our Mountain and Lodging segments less resort capital expenditures will continue to provide us with sufficient liquidity to fund our operations. • On August 3, 2022, through a wholly-owned subsidiary, we acquired a 55% controlling interest in Andermatt-Sedrun Sport AG (“Andermatt-Sedrun”) from Andermatt Swiss Alps AG (“ASA”).
We believe that our existing cash and cash equivalents, availability under our credit agreements and the continued positive cash flow from operating activities of our Mountain and Lodging segments less resort capital expenditures will continue to provide us with sufficient liquidity to fund our operations. • On May 2, 2024, we acquired Crans-Montana Mountain Resort (“Crans-Montana”) in Switzerland from CPI Property Group for a cash purchase price of CHF 97.2 million ($106.8 million), after adjustments for certain agreed-upon items.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

6 edited+1 added−0 removed3 unchanged
Biggest changeBased 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.
Biggest changeBased on variable-rate borrowings outstanding as of July 31, 2024, a 100-basis point (or 1.0%) change in our borrowing rates would result in our annual interest payments changing by $6.1 million.
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.
As a result, changes between the 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.
The 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.
The results of Whistler Blackcomb are reported in Canadian dollars; the results of our Australian resorts are reported in Australian dollars; and the results of our Swiss resorts are reported in Swiss francs, each of 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.
We are exposed to currency translation risk because the results of our international entities are reported in local currency, which we then translate to U.S. dollars for inclusion in our Consolidated Financial Statements.
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%.
At July 31, 2024, we had approximately $0.6 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, which expired on September 23, 2024), representing approximately 22% of our total debt outstanding, at an average interest rate during Fiscal 2024 of approximately 6.9%.
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
The following table summarizes the amounts of foreign currency translation adjustments, representing losses, and foreign currency loss on intercompany loans recognized in comprehensive income (in thousands): Year ended July 31, 2024 2023 2022 Foreign currency translation adjustments $ (67,384) $ (25,439) $ (46,493) Foreign currency loss on intercompany loans $ (4,140) $ (2,907) $ (2,682) 62
Added
Our market risk exposure fluctuates based on changes in underlying interest rates, as well as our potential entry into future interest rate hedging instruments or expiration of existing interest rate hedging agreements. Foreign Currency Exchange Rate Risk.

Other MTN 10-K year-over-year comparisons