VAIL RESORTS INC

Previous wording

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended July 31, 2024 (“Form 10-K”) and the Consolidated Condensed Financial Statements as of October 31, 2024 and 2023 and for the three months then ended, included in Part I, Item 1 of this Form 10-Q, which provide additional information regarding our financial position, results of operations and cash flows. To the extent that the following MD&A contains statements which are not of a historical nature, such statements are forward-looking statements, which involve risks and uncertainties. See “Forward-Looking Statements” below. These risks include, but are not limited to, those discussed in our filings with the Securities and Exchange Commission (“SEC”), including the risks described in Item 1A. “Risk Factors” of Part I of our Form 10-K, which was filed on September 26, 2024.

Current wording

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended July 31, 2024 (“Form 10-K”) and the Consolidated Condensed Financial Statements as of January 31, 2025 and 2024 and for the three and six months then ended, included in Part I, Item 1 of this Form 10-Q, which provide additional information regarding our financial position, results of operations and cash flows. To the extent that the following MD&A contains statements which are not of a historical nature, such statements are forward-looking statements, which involve risks and uncertainties. See “Forward-Looking Statements” below. These risks include, but are not limited to, those discussed in our filings with the Securities and Exchange Commission (“SEC”), including the risks described in Item 1A. “Risk Factors” of Part I of our Form 10-K, which was filed on September 26, 2024.

Previous wording

The MD&A includes discussion of financial performance within each of our three segments. We have chosen to specifically include segment Reported EBITDA (defined as segment net revenue less segment operating expense, plus segment equity investment income or loss, and for the Real Estate segment, plus gain or loss on sale of real property) in the following discussion because we consider this measurement to be a significant indication of our financial performance. We utilize segment Reported EBITDA in evaluating our performance and in allocating resources to our segments. Net Debt (defined as long-term debt, net plus long-term debt due within one year less cash and cash equivalents) is included in the following discussion because we consider this measurement to be a significant indication of our available capital resources. 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. 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”). Refer to the end of the Results of Operations section for a reconciliation of net loss attributable to Vail Resorts, Inc. to Total Reported EBITDA and Resort Reported EBITDA, and long-term debt, net to Net Debt.

Current wording

The MD&A includes discussion of financial performance within each of our three segments. We have chosen to specifically include segment Reported EBITDA (defined as segment net revenue less segment operating expense, plus segment equity investment income or loss, and for the Real Estate segment, plus gain or loss on sale of real property) in the following discussion because we consider this measurement to be a significant indication of our financial performance. We utilize segment Reported EBITDA in evaluating our performance and in allocating resources to our segments. Net Debt (defined as long-term debt, net plus long-term debt due within one year less cash and cash equivalents) is included in the following discussion because we consider this measurement to be a significant indication of our available capital resources. 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. 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”). Refer to the end of the Results of Operations section for a reconciliation of net income attributable to Vail Resorts, Inc. to Total Reported EBITDA and Resort Reported EBITDA, and long-term debt, net to Net Debt.

Previous wording

Items excluded from Resort Reported EBITDA, Total Reported EBITDA and Net Debt are significant components in understanding and assessing 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 loss, net change in cash and cash equivalents or other financial statement data presented in the Consolidated Condensed Financial Statements as indicators of financial performance or liquidity. Because Resort Reported EBITDA, Total Reported EBITDA and Net Debt are not measurements determined in accordance with GAAP and are thus susceptible to varying calculations, Resort Reported EBITDA, Total Reported EBITDA and Net Debt, as presented herein, may not be comparable to other similarly titled measures of other companies. In addition, our segment Reported EBITDA (i.e., Mountain, Lodging and Real Estate), the measure of segment profit or loss required to be disclosed in accordance with GAAP, may not be comparable to other similarly titled measures of other companies.

Current wording

Items excluded from Resort Reported EBITDA, Total Reported EBITDA and Net Debt are significant components in understanding and assessing 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 Condensed Financial Statements as indicators of financial performance or liquidity. Because Resort Reported EBITDA, Total Reported EBITDA and Net Debt are not measurements determined in accordance with GAAP and are thus susceptible to varying calculations, Resort Reported EBITDA, Total Reported EBITDA and Net Debt, as presented herein, may not be comparable to other similarly titled measures of other companies. In addition, our segment Reported EBITDA (i.e., Mountain, Lodging and Real Estate), the measure of segment profit or loss required to be disclosed in accordance with GAAP, may not be comparable to other similarly titled measures of other companies.

Previous wording

Additionally, the Mountain segment includes ancillary services, primarily including ski school, dining and retail/rental operations, and for our Australian ski areas, including lodging and transportation operations. Mountain segment revenue is seasonal, with the majority of revenue earned from our North American and European ski operations occurring in our second and third fiscal quarters and the majority of revenue earned from our Australian ski operations occurring in our first and fourth fiscal quarters. Our North American and European Resorts typically experience their peak operating season for the Mountain segment from mid-December through mid-April, and our Australian ski areas typically experience their peak operating season from June to early October. Consequently, our first and fourth fiscal quarters are seasonally low periods as most of our North American and European ski operations are generally not open for business, and the activity of our Australian ski areas’ peak season and our North American and European summer operating results are not sufficient to offset the losses incurred during these seasonally low periods. Revenue of the Mountain segment during the first and fourth fiscal quarters is primarily generated from summer and group related visitation at our North American and European destination mountain resorts, retail/rental operations and peak season Australian ski operations.

Current wording

Additionally, the Mountain segment includes ancillary services, primarily including ski school, dining and retail/rental operations, and for our Australian ski areas, including lodging and transportation operations. Mountain segment revenue is seasonal, with the majority of revenue earned from our North American and European ski operations occurring in our second and third fiscal quarters and the majority of revenue earned from our Australian ski operations occurring in our first and fourth fiscal quarters. Our North American and European Resorts typically experience their peak operating season for the Mountain segment from mid-December through mid-April, and our Australian ski areas typically experience their peak operating season from June to early October. Consequently, our first and fourth fiscal quarters are seasonally low periods as most of our North American and European ski operations are generally not open for business, and the activity of our Australian ski areas’ peak season and our North American and European summer operating results are not sufficient to offset the losses incurred during these seasonally low periods. Revenue of the Mountain segment during the first and fourth fiscal quarters is primarily generated from summer and group related visitation at our North American and European destination mountain resorts, retail/rental operations and peak season Australian ski operations. Our largest source of Mountain segment revenue is the sale of lift tickets (including pass products), which represented approximately 61% and 60% of Mountain segment net revenue for the three months ended January 31, 2025 and 2024, respectively.

Previous wording

Revenue of the lodging segment during our first fiscal quarter 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. Lodging properties (including managed condominium rooms) at or around our mountain resorts, and our Colorado resort ground transportation company, are closely aligned with the performance of the Mountain segment and generally experience similar seasonal trends. Management primarily focuses on Lodging net revenue excluding payroll cost reimbursements and Lodging operating expense excluding reimbursed payroll costs (which are not measures of financial performance under GAAP) as the reimbursements are made based upon the costs incurred with no added margin and as such, the revenue and corresponding expense do not affect our Lodging Reported EBITDA, which we use to evaluate Lodging segment performance.

Current wording

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. Revenues from such properties represented approximately 94% of Lodging segment net revenue (excluding Lodging segment revenue associated with the reimbursement of payroll costs) for both the three months ended January 31, 2025 and 2024. Management primarily focuses on Lodging net revenue excluding payroll cost reimbursements and Lodging operating expense excluding reimbursed payroll costs (which are not measures of financial performance under GAAP) as the reimbursements are made based upon the costs incurred with no added margin and as such, the revenue and corresponding expense do not affect our Lodging Reported EBITDA, which we use to evaluate Lodging segment performance. 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.

Previous wording

•Overall weather conditions, including the timing and amount of snowfall, can have an impact on Mountain and Lodging revenue, particularly with regard to skier visits and the duration and frequency of guest visitation. 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. Pass product sales through December 3, 2024 for the upcoming 2024/2025 North American ski season decreased approximately 2% in units and increased approximately 4% in sales dollars as compared to the period in the prior year through December 4, 2023. Pass product sales are adjusted to eliminate the impact of foreign currency by applying an exchange rate of $0.71 between the Canadian dollar and U.S. dollar in both periods for Whistler Blackcomb pass sales. We cannot predict the overall impact that sales of our pass products will have on total lift revenue or effective ticket price for the fiscal year ending July 31, 2025.

Current wording

•The timing and amount of snowfall can have an impact on Mountain and Lodging revenue, particularly with regard to skier visits and the duration and frequency of guest visitation. 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. Pass revenue increased approximately $14.2 million, or 3.2%, for the three months ended January 31, 2025 compared to the same period in the prior year, primarily due to increased pass product sales for the 2024/2025 North American ski season compared to the 2023/2024 North American ski season. Deferred revenue related to North American pass product sales was approximately $474.7 million as of January 31, 2025 (compared to approximately $457.0 million as of January 31, 2024).

Previous wording

•As of October 31, 2024, we had $403.8 million of cash and cash equivalents, as well as $407.4 million available under the revolver component of our Ninth Amended and Restated Credit Agreement, dated as of April 24, 2024 (the “Vail Holdings Credit Agreement”), which represents the total commitment of $500.0 million less certain letters of credit outstanding of $92.6 million. Additionally, we have a credit facility which supports the liquidity needs of Whistler Blackcomb (the “Whistler Credit Agreement”). As of October 31, 2024, we had C$296.6 million ($213.0 million) available under the revolver component of the Whistler Credit Agreement, which represents the total commitment of C$300.0 million ($215.5 million) less letters of credit outstanding of C$3.4 million ($2.5 million). 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.

Current wording

•As of January 31, 2025, we had $488.2 million of cash and cash equivalents, as well as $508.5 million available under the revolver component of our Ninth Amended and Restated Credit Agreement, dated as of April 24, 2024 and most recently amended on January 27, 2025 (the “Vail Holdings Credit Agreement”), which represents the total commitment of $600.0 million less certain letters of credit outstanding of $91.5 million. We also have $450.0 million available under a delayed draw term loan of the Vail Holdings Credit Agreement, which will remain available to draw on at any time until January 27, 2026. Additionally, we have a credit facility which supports the liquidity needs of Whistler Blackcomb (the “Whistler Credit Agreement”). As of January 31, 2025, we had C$296.6 million ($204.1 million) available under the revolver component of the Whistler Credit Agreement, which represents the total commitment of C$300.0 million ($206.4 million) less letters of credit outstanding of C$3.4 million ($2.3 million). 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.

Previous wording

Shown below is a summary of operating results for the three months ended October 31, 2024, compared to the three months ended October 31, 2023 (in thousands):

Current wording

Shown below is a summary of operating results for the three and six months ended January 31, 2025, compared to the three and six months ended January 31, 2024 (in thousands):

Previous wording

A discussion of segment results, including reconciliations of net loss attributable to Vail Resorts, Inc. to Total Reported EBITDA, and other items can be found below. The consolidated results of operations, including any consolidated financial metrics pertaining thereto, include the operations of Crans-Montana (acquired May 2, 2024) prospectively from the date of acquisition.

Current wording

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. The consolidated results of operations, including any consolidated financial metrics pertaining thereto, include the operations of Crans-Montana (acquired May 2, 2024) prospectively from the date of acquisition.

Previous wording

Operating expense increased $6.7 million, or 2.1%, which includes the incremental operating expenses from Crans-Montana and one-time costs attributable to our resource efficiency transformation plan of $2.0 million. Operating expense also includes acquisition and integration related expenses of $0.9 million and $1.8 million for the three months ended October 31, 2024 and 2023, respectively.

Current wording

Operating expense increased $27.2 million, or 4.7%, which was primarily attributable to increased variable expenses associated with increased revenue, and incremental operating expenses from Crans-Montana. Operating expense also includes one-time expenses attributable to our resource transformation plan of $2.6 million for the three months ended January 31, 2025, as well as acquisition and integration related expenses of $0.1 million and $2.1 million for the three months ended January 31, 2025 and 2024, respectively.

Previous wording

Mountain Reported EBITDA decreased $4.5 million, or 3.3%, primarily driven by our Australian operations, which experienced weather-related challenges that impacted terrain and resulted in early closures, as well as incremental off-season losses from the addition of Crans-Montana (acquired May 2, 2024), partially offset by an increase in summer operations at our North American resorts, which benefited from warm weather conditions late in the season. Mountain segment results also include one-time operating expenses attributable to our resource efficiency transformation plan of $2.0 million for the three months ended October 31, 2024, as well as acquisition and integration related expenses of $0.9 million and $1.8 million for the three months ended October 31, 2024 and 2023, respectively.

Current wording

Mountain Reported EBITDA increased $32.7 million, or 11.7%. The increase was primarily driven by an increase in skier visitation as a result of improved early season weather conditions during the 2024/2025 North American ski season compared to the prior year, particularly at our Eastern U.S. Resorts and western North American Resorts, many of which experienced delayed openings and reduced terrain offerings in the prior year. These improved conditions enabled a strong terrain offering and guest experience, which drove increases in non-pass visitation and other ancillary lines of business. Additionally, Mountain Reported EBITDA increased due to an increase in pass product sales for the 2024/2025 North American ski season compared to the prior year and an increase in results from summer operations at our North American resorts, which benefited from warm weather conditions late in the season. These increases were partially offset by a decline from our Australian operations compared to the prior year, which experienced weather-related challenges that impacted terrain and resulted in early closures. Mountain segment results also include the impact of one-time operating expenses attributable to our resource efficiency transformation plan of $4.6 million for the six months ended January 31, 2025, as well as acquisition and integration related expenses of $1.0 million and $4.0 million for the six months ended January 31, 2025 and 2024, respectively.

Previous wording

Dining revenue increased $2.6 million, or 14.1%, primarily as a result of an increased number of summer group events, as well as an increase in guest spending per visit at our North American resorts. Retail/rental revenue decreased $3.9 million, or 11.8%, driven by the impact of broader industry-wide customer spending trends which negatively impacted retail demand, particularly at our Colorado city store locations.

Current wording

Retail/rental revenue decreased $4.9 million, or 2.9%, driven by the impact of broader industry-wide customer spending trends which negatively impacted summer retail demand ($3.9 million), particularly at our Colorado city store locations, as well as lower sales at our on-mountain retail locations during the 2024/2025 North American ski season.

Previous wording

Other revenue mainly consists of summer visitation and other mountain activities revenue, employee housing revenue, guest services revenue, commercial leasing revenue, marketing revenue, private club revenue (which includes both club dues and amortization of initiation fees), municipal services revenue and other recreation activity revenue. Other revenue also includes Australian ski area lodging and transportation revenue. Other revenue increased $7.5 million, or 11.0%, primarily driven by an increase in other on-mountain summer activities and sightseeing revenue from the impact of increased summer visitation at our North American resorts as a result of improved weather conditions.

Current wording

Other revenue mainly consists of revenues stemming from summer visitation, 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. Other revenue increased $15.0 million or 12.5%, primarily driven by increased skier visitation at our North American resorts, which drove additional demand for ancillary services, as well as an increase in other on-mountain summer activities and sightseeing revenue from the impact of increased summer visitation at our North American resorts as a result of improved weather conditions.

Previous wording

Labor and labor-related benefits increased 5.8%, primarily due to normal wage adjustments and an increase in labor expense to support increased North American summer operations, as well as incremental expenses from Crans-Montana of $2.3 million. Retail cost of sales decreased 15.7%, compared to a decrease in retail sales of 13.5%. Other expense increased 4.0%, primarily due to incremental expenses from Crans-Montana of $2.2 million, one-time costs attributable to our resource efficiency transformation plan of $2.0 million and an increase in acquisition and integration related expenses of $0.9 million.

Current wording

Labor and labor-related benefits increased 5.0%, primarily due to normal wage adjustments and an increase in labor expense to support increased North American operations, as well as incremental expenses from Crans-Montana of $7.3 million. Retail cost of sales decreased 5.9%, compared to a decrease in retail sales of 5.5%. Resort related fees increased 6.9% primarily as a result of an increase in revenues on which those fees are based. General and administrative expense increased 0.7%, primarily due to an increase in corporate overhead costs. Other expense increased 6.2%, primarily due to incremental expenses from Crans-Montana of $6.8 million, increased variable expenses associated with increased revenues, including dining cost of sales ($2.0 million), supplies ($1.7 million) and rent ($1.7 million), in addition to increased utilities expense ($2.9 million).

Previous wording

Lodging Reported EBITDA increased $4.6 million, primarily driven by favorable weather conditions which drove increased visitation at GTLC and our mountain resort properties.

Current wording

Lodging Reported EBITDA increased $1.9 million, or 43.3%, primarily driven by favorable weather conditions which drove increased summer visitation at GTLC and our mountain resort properties, partially offset by a decrease in destination skier visitation during the 2024/2025 North American ski season, which decreased demand for lodging and other ancillary services proximate to our mountain resorts, as well as a net reduction in our inventory of available managed condominium rooms.

Previous wording

Revenue from owned hotel rooms increased $2.9 million, or 11.5%, primarily due to increased visitation at GTLC driven by favorable weather conditions, which also drove an increase in ADR, as well as stronger demand for summer lodging at our North American mountain resort properties. Dining revenue increased $1.9 million, or 10.3%, and golf revenue increased $1.2 million, or 18.4%, each primarily as a result of increased summer visitation at our North American mountain resort properties.

Current wording

Revenue from owned hotel rooms increased $2.8 million, or 7.1%, primarily due to increased visitation at GTLC driven by favorable weather conditions, which also drove an increase in ADR, as well as stronger demand for summer lodging at our North American mountain resort properties. Revenue from managed condominium rooms decreased $1.5 million, or 3.8%, primarily due to lower ADR driven by lower peak-season holiday pricing compared to the prior year, as well as a net reduction in our inventory of available managed condominium rooms proximate to our mountain resorts. Dining revenue increased $2.0 million, or 6.4%, and golf revenue increased $1.3 million, or 20.6%, each primarily as a result of increased summer visitation at our North American mountain resort properties. Other revenue decreased $1.4 million, or 5.3%, primarily as a result of a decrease in lodging property support services, including revenue from our central reservations booking service.

Previous wording

Other expense increased 6.3%, primarily due to one-time costs attributable to our resource efficiency transformation plan of $0.7 million, as well as increased utilities and maintenance expenses of $0.6 million.

Current wording

Other expense increased 4.4%, primarily due to one-time costs attributable to our resource efficiency transformation plan of $1.0 million, as well as a reduction in property tax refunds received during the six months ended January 31, 2025.

Previous wording

Other operating expense for both the three months ended October 31, 2024 and 2023 was primarily comprised of general and administrative costs, such as labor and labor-related benefits, professional services and corporate overhead costs.

Current wording

Other operating expense for both the three months ended January 31, 2025 and 2024 was primarily comprised of general and administrative costs, such as labor and labor-related benefits, professional services and allocated corporate overhead costs.

Previous wording

During the three months ended October 31, 2024, we recorded a gain on sale of real property for $16.5 million related to the resolution of the October 2023 Eagle County District Court final ruling and valuation regarding the Town of Vail’s condemnation of our East Vail property. During the three months ended October 31, 2023, we closed on the sale of a land parcel in Keystone, Colorado for $4.2 million, which was recorded within Real Estate net revenue, with a corresponding cost of sale of $3.6 million. Additionally, we recorded a gain on sale of real property for $6.3 million related to a land parcel sale in Beaver Creek, Colorado, which closed for proceeds of $6.5 million during the three months ended October 31, 2023.

Current wording

During the six months ended January 31, 2025, we recorded a gain on sale of real property for $16.5 million related to the resolution of the October 2023 Eagle County District Court final ruling and valuation regarding the Town of Vail’s condemnation of our East Vail property, for which we received proceeds of $17.6 million during the six months ended January 31, 2025. During the six months ended January 31, 2024, we closed on the sale of a land parcel in Keystone for $4.2 million, which was recorded within Real Estate net revenue, with a corresponding cost of sale of $3.6 million. Additionally, we recorded a gain on sale of real property for $6.3 million related to a land parcel sale in Beaver Creek, CO, which closed for proceeds of $6.5 million during the six months ended January 31, 2024.

Previous wording

In addition to segment operating results, the following material items contributed to our overall financial results for the three months ended October 31, 2024 and 2023 (in thousands):

Current wording

In addition to segment operating results, the following material items contributed to our overall financial results for the three and six months ended January 31, 2025 and 2024 (in thousands):

Previous wording

Benefit from income taxes. At the end of each interim period, the Company estimates the annual effective tax rate and applies that rate to its ordinary quarterly earnings. The tax expense or benefit related to significant, unusual or extraordinary items that will be separately reported or reported net of their related tax effect are individually computed and recognized in the interim period in which those items occur. In addition, the effects of changes in enacted tax laws or rates or tax status are recognized in the interim period in which the change occurs. The effective tax rate for the three months ended October 31, 2024 was 24.3%, compared to 26.3% for the three months ended October 31, 2023.

Current wording

Provision for income taxes. At the end of each interim period, the Company estimates the annual effective tax rate and applies that rate to its ordinary quarterly earnings. The tax expense or benefit related to significant, unusual or extraordinary items that will be separately reported or reported net of their related tax effect are individually computed and recognized in the interim period in which those items occur. In addition, the effects of changes in enacted tax laws or rates or tax status are recognized in the interim period in which the change occurs. The effective tax rate for the three and six months ended January 31, 2025 was 25.1% and 26.8%, respectively, compared to 27.6% and 32.3% for the three and six months ended January 31, 2024, respectively.

Previous wording

The decrease in the effective tax rate for the three months ended October 31, 2024 compared to the three months ended October 31, 2023 was primarily due to a decrease in favorable discrete items impacting the first quarter tax provision in the current period.

Current wording

The decrease in the effective tax rate for the three and six months ended January 31, 2025 compared to the three and six months ended January 31, 2024 was primarily due to a decrease in net unfavorable discrete items impacting the tax provision in the current period, including a nonrecurring foreign partnership basis adjustment of $4.7 million during the three and six months ended January 31, 2024.

Previous wording

The following table reconciles net loss attributable to Vail Resorts, Inc. to Total Reported EBITDA for the three months ended October 31, 2024 and 2023 (in thousands):

Current wording

The following table reconciles net income attributable to Vail Resorts, Inc. to Total Reported EBITDA for the three and six months ended January 31, 2025 and 2024 (in thousands):

Previous wording

Changes in significant sources of cash for the three months ended October 31, 2024 and 2023 are presented by categories as follows (in thousands).

Current wording

Changes in significant sources of cash for the six months ended January 31, 2025 and 2024 are presented by categories as follows (in thousands).

Previous wording

We generated $282.4 million of cash from operating activities during the three months ended October 31, 2024, a decrease of $46.1 million compared to $328.5 million generated during the three months ended October 31, 2023. The decrease in operating cash flows was primarily a result of (i) an increase in income tax payments of approximately $24.9 million for the three months ended October 31, 2024 as compared to the prior year, driven by overpayments and other deductions which offset our estimated payments made during the three months ended October 31, 2023 and higher estimated taxable income for the current fiscal year, and (ii) the timing of payments for accounts payable, accrued liabilities, and inventory.

Current wording

We generated $608.7 million of cash from operating activities during the six months ended January 31, 2025, an increase of $37.5 million compared to $571.2 million generated during the six months ended January 31, 2024. The increase in operating cash flows was primarily a result of increased pass product sales and collections and other operating cash flows related to Resort operations during the six months ended January 31, 2025 as compared to the prior year, partially offset by an increase in income tax payments of approximately $5.7 million for the six months ended January 31, 2025 as compared to the prior year, driven by overpayments and other deductions which offset our estimated payments made during the six months ended January 31, 2024 and higher estimated taxable income for the current fiscal year.

Previous wording

The decrease in cash provided by investing activities for the three months ended October 31, 2024 of $76.6 million was primarily due to (i) the maturity of short-term bank deposits in the prior year which had 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 $52.4 million matured during the three months ended October 31, 2023, and (ii) an increase in capital expenditures of approximately $17.6 million as compared to the prior year, which is largely driven by an acceleration of the timing of work being completed and associated payments taking place in the current year.

Current wording

The increase in cash used in investing activities for the six months ended January 31, 2025 of $61.9 million was primarily due to (i) the maturity of short-term bank deposits in the prior year which had 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 matured during the three months ended January 31, 2024 and (ii) an increase in capital expenditures of approximately $15.7 million as compared to the prior year, which is largely driven by an acceleration of the timing of work being completed and associated payments taking place in the current year. These increases were partially offset by $17.6 million of cash received during the six months ended January 31, 2025 related to the resolution of the October 2023 Eagle County District Court final ruling and valuation regarding the Town of Vail’s condemnation of our East Vail property.

Previous wording

Cash used in financing activities decreased by $21.3 million during the three months ended October 31, 2024 compared to the three months ended October 31, 2023, primarily due to a decrease in repurchases of common stock of $30.0 million.

Current wording

Cash used in financing activities increased by $51.6 million during the six months ended January 31, 2025 compared to the six months ended January 31, 2024, primarily due to $48.0 million of cash paid for repurchases of 0.0% Convertible Notes during the six months ended January 31, 2025.

Previous wording

We had $403.8 million of cash and cash equivalents as of October 31, 2024, compared to $728.9 million as of October 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 the last twelve months. 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).

Current wording

We had $488.2 million of cash and cash equivalents as of January 31, 2025, compared to $812.2 million as of January 31, 2024, 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 the last twelve months. 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).

Previous wording

In addition to our $403.8 million of cash and cash equivalents at October 31, 2024, we had $407.4 million available under the revolver component of our Vail Holdings Credit Agreement as of October 31, 2024 (which represents the total commitment of $500.0 million less outstanding letters of credit of $92.6 million). Additionally, we had C$296.6 million ($213.0 million) available under the revolver component of our Whistler Credit Agreement (which represents the total commitment of C$300.0 million ($215.5 million) less certain outstanding letters of credit of C$3.4 million ($2.5 million). We expect that our liquidity needs in the near term will be met by continued use of our existing cash and cash equivalents, operating cash flows and borrowings under both the Vail Holdings Credit Agreement and Whistler Credit Agreement, if needed. The Vail Holdings Credit Agreement and the Whistler Credit Agreement provide adequate flexibility with any new borrowings currently priced at the Secured Overnight Financing Rate plus 1.60% and Bankers Acceptance Rate plus 1.75%, respectively.

Current wording

In addition to our $488.2 million of cash and cash equivalents at January 31, 2025, we had $508.5 million available under the revolver component of our Vail Holdings Credit Agreement as of January 31, 2025 (which represents the total commitment of $600.0 million less outstanding letters of credit of $91.5 million). Additionally, we had C$296.6 million ($204.1 million) available under the revolver component of our Whistler Credit Agreement (which represents the total commitment of C$300.0 million ($206.4 million) less certain outstanding letters of credit of C$3.4 million ($2.3 million). We also have $450.0 million available under a delayed draw term loan of the Vail Holdings Credit Agreement which will remain available to draw on at any time until January 27, 2026. Proceeds from any borrowings on the revolver component of our Vail Holdings Credit Agreement and the delayed draw term loans are available to be used to refinance our 0.0% Convertible Notes. We expect that our liquidity needs in the near term will be met by continued use of our existing cash and cash equivalents, operating cash flows and borrowings under both the Vail Holdings Credit Agreement and Whistler Credit Agreement, if needed. The Vail Holdings Credit Agreement and the Whistler Credit Agreement provide adequate flexibility with any new borrowings currently priced at the Secured Overnight Financing Rate plus 1.60% and Bankers Acceptance Rate plus 1.75%, respectively.

Previous wording

We currently anticipate that we will spend approximately $189 million to $194 million on resort capital expenditures during calendar year 2024, excluding $13 million of incremental capital investments in premium fleet and fulfillment infrastructure to support the official launch of My Epic Gear for the 2024/2025 winter season at 12 destination mountain resorts and regional ski areas across North America, $7 million of growth capital investments at Andermatt-Sedrun, investments at Crans-Montana, which we expect will include $2 million of maintenance capital expenditures and $2 million associated with integration activities at Crans-Montana, and $3 million of reimbursable capital. Including My Epic Gear premium fleet, fulfillment infrastructure capital, investments at Crans-Montana, and one-time investments, our total capital plan for calendar year 2024 is expected to be approximately $216 million to $221 million. 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. We currently plan to utilize cash on hand, borrowings available under our credit agreements and/or cash flow generated from future operations to provide the cash necessary to complete our capital plans.

Current wording

We expect our capital plan for calendar year 2025 will be approximately $198 million to $203 million, excluding $45 million of growth capital investments at our European resorts, including $41 million at Andermatt-Sedrun and $4 million at Crans-Montana, and $6 million of real estate related capital projects to complete multi-year transformational investments at the key base area portals of Breckenridge Peak 8 and Keystone River Run, and planning investments to support the development of the West Lionshead area into a fourth base village at Vail Mountain. Including European growth capital investments and real estate related capital, our total capital plan for calendar year 2025 is expected to be approximately $249 million to $254 million. Included in these estimated capital expenditures are approximately $124 million to $128 million of maintenance capital expenditures, which are necessary to maintain appearance and level of service appropriate to our resorts. We currently plan to utilize cash on hand, borrowings available under our credit agreements and/or cash flow generated from future operations to provide the cash necessary to complete our capital plans.

Previous wording

As of October 31, 2024, principal payments on the majority of our long-term debt ($2.0 billion of the total $2.8 billion debt outstanding as of October 31, 2024) are not due until fiscal year 2029 and beyond. As of both October 31, 2024 and 2023, total long-term debt, net (including long-term debt due within one year) was $2.8 billion. Net Debt (defined as long-term debt, net plus long-term debt due within one year less cash and cash equivalents) increased from $2.1 billion as of October 31, 2023 to $2.4 billion as of October 31, 2024, primarily due to the cash purchase price associated with the acquisition of Crans-Montana, net of cash acquired, and share repurchases completed during the last twelve months.

Current wording

As of January 31, 2025, principal payments on the majority of our long-term debt ($2.0 billion of the total $2.7 billion debt outstanding as of January 31, 2025) are not due until fiscal year 2029 and beyond. As of January 31, 2025 and 2024, total long-term debt, net (including long-term debt due within one year) was $2.7 billion and $2.8 billion, respectively. Net Debt (defined as long-term debt, net plus long-term debt due within one year less cash and cash equivalents) increased from $2.0 billion as of January 31, 2024 to $2.2 billion as of January 31, 2025, primarily due to the cash purchase price associated with the acquisition of Crans-Montana, net of cash acquired, and share repurchases completed during the last twelve months.

Previous wording

As of October 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 of $947.5 million, and the Whistler Credit Agreement provides for a revolving loan facility in an aggregate principal amount of C$300.0 million. We expect that our liquidity needs in the near term will be met by continued use of our existing cash and cash equivalents, operating cash flows and borrowings under both the Vail Holdings Credit Agreement and Whistler Credit Agreement, if needed.

Current wording

On January 27, 2025, we entered into the First Amendment to the Vail Holdings Credit Agreement (the “First Amendment”). The First Amendment, among other things, increased the revolving credit facility by $100.0 million to an aggregate principal amount of $600.0 million, and provides for an incremental term loan facility in an aggregate principal amount of $450.0 million in the form of delayed draw term loans. The $450.0 million incremental term loan facility is available to be drawn upon at any time at our option, and any undrawn capacity within the $450.0 million facility will expire on January 27, 2026. No other material terms of the Vail Holdings Credit Agreement were amended. As of January 31, 2025, the Vail Holdings Credit Agreement provides for (i) a revolving loan facility in an aggregate principal amount of $600.0 million, (ii) a term loan of $935.2 million and (iii) $450.0 million incremental term loan facility in the form of delayed draw term loans, and the Whistler Credit Agreement provides for a revolving loan facility in an aggregate principal amount of C$300.0 million. We expect that our liquidity needs in the near term will be met by continued use of our existing cash and cash equivalents, operating cash flows and borrowings under both the Vail Holdings Credit Agreement and Whistler Credit Agreement, if needed.

Previous wording

Our debt service requirements can be impacted by changing interest rates as we had approximately $1.0 billion of variable-rate debt outstanding as of October 31, 2024. A 100-basis point change in our borrowing rates would cause our annual interest payments to change by approximately $10.0 million. 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. 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.

Current wording

Our debt service requirements can be impacted by changing interest rates as we had approximately $1.0 billion of variable-rate debt outstanding as of January 31, 2025. A 100-basis point change in our borrowing rates would cause our annual interest payments to change by approximately $9.9 million. 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. 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.

Previous wording

On December 5, 2024, our Board of Directors approved a cash dividend of $2.22 per share payable on January 9, 2025 to stockholders of record as of December 26, 2024. During the three months ended October 31, 2024, we paid cash dividends of $2.22 per share ($83.1 million). During the three months ended October 31, 2023, we paid cash dividends of $2.06 per share ($78.5 million). We funded these dividends with available cash on hand. The amount, if any, of dividends to be paid in the future will depend on our available cash on hand, anticipated cash needs, overall financial condition, restrictions contained in our Vail Holdings Credit Agreement, future prospects for earnings and cash flows, as well as other factors considered relevant by our Board of Directors.

Current wording

On March 6, 2025, the Company’s Board of Directors approved a cash dividend of $2.22 per share payable on April 10, 2025 to stockholders of record as of March 27, 2025. During the six months ended January 31, 2025, we paid cash dividends of $4.44 per share ($166.0 million). During the six months ended January 31, 2024, we paid cash dividends of $4.12 per share ($156.7 million). We funded these dividends with available cash on hand. The amount, if any, of dividends to be paid in the future will depend on our available cash on hand, anticipated cash needs, overall financial condition, restrictions contained in our Vail Holdings Credit Agreement, future prospects for earnings and cash flows, as well as other factors considered relevant by our Board of Directors.

Previous wording

Our share repurchase program is conducted under authorizations made from time to time by our Board of Directors. On March 9, 2006, our Board of Directors initially authorized the repurchase of up to 3,000,000 shares of Vail Resorts common stock (“Vail Shares”) and later authorized additional repurchases of up to 3,000,000 Vail Shares (July 16, 2008), 1,500,000 Vail Shares (December 4, 2015), 2,500,000 Vail Shares (March 7, 2023), and 1,100,000 Vail Shares (September 25, 2024), for a total authorization to repurchase up to 11,100,000 Vail Shares. During the three months ended October 31, 2024, we repurchased 114,800 shares (at an average cost of $174.21) for a total cost of approximately $20.0 million, excluding accrued excise tax. During the three months ended October 31, 2023, we repurchased 237,056 Vail Shares (at an average cost of $210.92) for a total cost of approximately $50.0 million, excluding accrued excise tax. We funded the share repurchases with available cash on hand. Since inception of this stock repurchase program through October 31, 2024, we have repurchased 9,484,480 Vail Shares at a cost of approximately $1,149.4 million. As of October 31, 2024, 1,615,520 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. Repurchases under the program may be made from time to time at prevailing prices as permitted by applicable laws, and subject to market conditions and other factors. The timing as well as the number of Vail Shares that may be repurchased under the program will depend on several factors, including our future financial performance, our available cash resources and competing uses for cash that may arise in the future, the restrictions in our Vail Holdings Credit Agreement, prevailing prices of Vail Shares and the number of Vail Shares that become available for repurchase at prices that we believe are attractive. The share repurchase program has no expiration date.

Current wording

Our share repurchase program is conducted under authorizations made from time to time by our Board of Directors. On March 9, 2006, our Board of Directors initially authorized the repurchase of up to 3,000,000 shares of Vail Resorts common stock (“Vail Shares”) and later authorized additional repurchases of up to 3,000,000 Vail Shares (July 16, 2008), 1,500,000 Vail Shares (December 4, 2015), 2,500,000 Vail Shares (March 7, 2023), and 1,100,000 Vail Shares (September 25, 2024), for a total authorization to repurchase up to 11,100,000 Vail Shares. During the six months ended January 31, 2025, we repurchased 217,068 Vail Shares (at an average cost of $184.27) for a total cost of approximately $40.0 million, excluding accrued excise tax. During the six months ended January 31, 2024, we repurchased 237,056 Vail Shares (at an average cost of $210.92) for a total cost of approximately $50.0 million, excluding accrued excise tax. We funded the share repurchases with available cash on hand. Since inception of this stock repurchase program through January 31, 2025, we have repurchased 9,586,748 Vail Shares at a cost of approximately $1,169.4 million. As of January 31, 2025, 1,513,252 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. Repurchases under the program may be made from time to time at prevailing prices as permitted by applicable laws, and subject to market conditions and other factors. The timing as well as the number of Vail Shares that may be repurchased under the program will depend on several factors, including our future financial performance, our available cash resources and competing uses for cash that may arise in the future, the restrictions in our Vail Holdings Credit Agreement, prevailing prices of Vail Shares and the number of Vail Shares that become available for repurchase at prices that we believe are attractive. The share repurchase program has no expiration date.