What changed in this filing

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Item 1A. Risk Factors

2020-09-24 compared with 2019-09-26 · 176 added, 93 removed, 283 unchanged (49% of the section changed)

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Risks Related to Our Business

The current outbreak of the novel coronavirus, or COVID-19, has had, and is expected to continue to have, a significant negative impact on our financial condition and operations.

Further, the spread of the COVID-19 outbreak has caused severe disruptions in the U.S.

and global economy and financial markets and could potentially create widespread business continuity issues of an as yet unknown magnitude and duration.

Any future outbreak of any other highly infectious or contagious disease could have a similar impact.

Governmental authorities nationally and in affected regions have taken and continue to take dramatic actions by mandating various restrictions in an effort to slow the spread of the novel coronavirus (COVID-19), including travel restrictions, restrictions on public gatherings, “shelter at home’’ orders and advisories and quarantining of people who may have been exposed to the virus.

The outbreak of COVID-19 has severely impacted global economic activity and caused significant volatility and negative pressure in financial markets.

Many experts predict that the outbreak will trigger a period of material global economic slowdown or a global recession, with particular risk to the travel and leisure industry, which is disproportionately impacted by travel restrictions and other public health restrictions.

In response to the continued challenges associated with the spread of COVID-19, we closed all of our North American mountain resorts, retail/rental stores and lodging properties early for the 2019/2020 North American ski season in March 2020.

Additionally, although our Hotham and Falls Creek resorts opened for their winter season on July 6, 2020, we closed such resorts four days later due to a “stay at home” order put in place by the Victorian government as a result of a reemergence of COVID-19 in the region.

The outbreak of COVID-19 has disrupted our business and has had and is expected to continue to have a significant negative impact on our business, financial performance and condition, operating results, liquidity and cash flows.

Factors that would negatively impact our ability to successfully operate during the current outbreak of COVID-19 or another pandemic include:

our ability to open our North American Resorts for their winter season in a timely manner, if at all, and keep such Resorts open;

our ability to attract and retain guests given the risks, or perceived risks, of gathering in public places;

the willingness of guests to travel or purchase advanced commitment products, such as our portfolio of season pass products;

existing or future restrictions imposed by governmental authorities that may restrict our operations or the ability of our guests to return to our Resorts;

actual or perceived deterioration or weakness in economic conditions, unemployment levels, the job or housing markets, consumer debt levels or consumer confidence, as well as other adverse economic or market conditions due to COVID-19 or otherwise, and their collective impacts on demand for travel and leisure;

our ability to adjust capital spending and maintain sufficient liquidity to remain positioned for long-term success;

our ability to incentivize and retain our current employees, reinstate our furloughed employees as we reopen, attract and hire sufficient future seasonal employees, and the risk of lawsuits related to COVID-19;

our ability to access debt and equity capital on attractive terms, or at all;

the impact of disruption and instability in the global financial markets or deteriorations in credit and financing conditions on our access to capital necessary to fund operating costs, including maintenance capital spending, or to address maturing liabilities.

The extent and duration of the impact of the outbreak of COVID-19 on our business, consolidated results of operations, consolidated financial position and consolidated cash flows, will depend largely on future developments, including the duration and spread of the outbreak within the U.S., the related impact on factors affecting guest behavior, including consumer confidence and spending and when we will be able to resume normal operations, all of which are highly uncertain and cannot be predicted.

In April 2020 we introduced Epic Coverage for the 2020/2021 North American ski season, which provides refunds to all pass holders in the event of certain resort closures (including closures due to COVID-19) for any portion of the season that is not able to be utilized.

Accordingly, to the extent that any of our Resorts would need to be closed for all or any portion of the 2020/2021 North American ski season (whether due to COVID-19 or otherwise), we could be required to provide a significant amount of refunds to our customers, which could have a material negative impact on our financial performance and condition.

We may be required to raise additional capital in the future and our access to and cost of financing will depend on, among other things, global economic conditions, conditions in the global financing markets, the availability of sufficient amounts of financing, our prospects and our credit ratings.

The terms of future debt agreements could include more restrictive covenants, or require incremental collateral, which may further restrict our business operations.

There is no guarantee that debt financings will be available in the future to fund our obligations, or that they will be available on terms consistent with our expectations.

In addition, because of reduced travel demand, certain of our leased properties may not generate revenue sufficient to meet operating expenses.

COVID-19 presents material uncertainty and risk with respect to our business, financial performance and condition, operating results, liquidity and cash flows.

To the extent the COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in the Risk Factors presented in this Annual Report on Form 10-K, and our subsequent filings with the SEC.

Any future outbreak of any other highly infectious or contagious disease could have a similar impact.

Leisure travel is particularly susceptible to various factors outside of our control, including terrorism, the uncertainty of military 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.

Acts of terrorism, political events and developments in military conflicts in areas of the world from which we draw our guests could depress the public’s propensity to travel and cause severe disruptions in both domestic and international air travel and consumer discretionary spending, which could reduce the number of visitors to our resorts and have an adverse effect on our results of operations.

Many of our guests travel by air and the impact of higher prices for commercial airline services, availability of air services and willingness of guests to travel by air could cause a decrease in visitation by Destination guests to our resorts.

A significant portion of our guests also travel by vehicle and higher gasoline prices or willingness of guests to travel generally due to safety concerns could cause a decrease in visitation by guests who would typically drive to our resorts.

Higher cost of travel may also affect the amount that guests are willing to spend at our resorts and could negatively impact our revenue particularly for lodging, ski school, dining and retail/rental.

Additionally, our success depends on our ability to attract visitors to our ski resorts.

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.

A significant decline in skier visits compared to historical levels would have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

We are subject to the risk of prolonged weakness in general economic conditions including adverse effects on the overall travel and leisure related industries.

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Economic conditions in North America, Europe and parts of the rest of the world, including high unemployment, erosion of consumer confidence, sovereign debt issues and financial instability in the global markets, may potentially have negative effects on the travel and leisure industry and on our results of operations.

As a result of these and other economic uncertainties, we have previously experienced and may experience in the future, among other items, a change in booking trends such that guest reservations are made much closer to the actual date of stay, a decrease in the length of stay and/or a decrease in group bookings.

We cannot predict what impact these uncertainties may have on overall travel and leisure or more specifically, on our guest visitation, guest spending or other related trends and the ultimate impact it will have on our results of operations.

See “Risks Related to Our Business—The current outbreak of the novel coronavirus, or COVID-19, has had, and is expected to continue to have, a significant negative impact on our financial condition and operations.

Further, the spread of the COVID-19 outbreak has caused severe disruptions in the U.S.

and global economy and financial markets and could potentially create widespread business continuity issues of an as yet unknown magnitude and duration.” As a result of these and other economic uncertainties, we are experiencing and may continue to experience in the future, a change in booking trends including where guest reservations are made much closer to the actual date of stay, a decrease in the length of stay, a decrease in consumer spending and/or a decrease in group bookings.

We cannot predict what further impact these uncertainties may continue to have on overall travel and leisure or more specifically, on our guest visitation, guest spending or other related trends and the ultimate impact it will have on our results of operations.

Additionally, the actual or perceived fear of weakness in the economy could also lead to decreased spending by our guests.

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To the extent there are material changes in exchange rates relative to the U.S.

dollar, it could impact the volume of international visitation.

dollar or travel restrictions in place due to COVID-19, it could impact the volume of international visitation, which could have a significant impact on our operating results.

We are vulnerable to unfavorable weather conditions and the impact of natural disasters.

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However, there can be no assurance that our resorts will receive seasonal snowfalls near their historical average in the future.

As an example of weather variability, during the 2017/2018 season, we experienced historically low snowfall across our western U.S.

As an example of weather variability, during the 2017/2018 North American ski season, we experienced historically low snowfall across our western U.S.

resorts for the first half of the ski season, with snowfall in Vail, Beaver Creek and Park City through January 31, 2018 at the lowest levels recorded in over 30 years while Tahoe was more than 50% below the 20-year average.

During the 2018/2019 ski season, however, our western U.S.

resorts experienced above-average snowfall.

Past snowfall levels or consistency of snow conditions can impact the levels of sales of pass products or other advanced bookings.

Additionally, during the 2018/2019 North American ski season, our western U.S.

resorts experienced above-average snowfall while through December 31, 2019, our Pacific Northwest resorts (Whistler Blackcomb and Stevens Pass) experienced the lowest snowfall in over 30 years.

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.

Unfavorable weather conditions can adversely affect our resorts and lodging properties as guests tend to delay or postpone vacations if conditions differ from those that typically prevail at such resorts for a given season.

Unfavorable weather conditions can adversely affect our resorts and lodging properties as guests tend to delay or postpone vacations if conditions differ from those that are typical at such resorts for a given season.

Although we have created geographic diversification to help mitigate the impact of weather variability, there is no way for us to predict future weather patterns or the impact that weather patterns may have on our results of operations or visitation.

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Our business relies on the use of large volumes of data.

We collect and retain guest data, including credit card numbers and other personal information, for various business purposes, including transactional marketing and promotional purposes.

We collect and retain guest data, including credit card numbers and other sensitive personal information, for various business purposes, such as processing transactions, marketing and other promotional purposes.

We also maintain personal information about our employees.

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Maintaining the integrity and security of that data can be costly and is critical to our business, and our guests and employees have a high expectation that we will adequately protect their personal information.

Cyber-attacks could disrupt our business.

We could make faulty decisions if that data is inaccurate or incomplete.

A significant theft, loss, loss of access to, or fraudulent use of customer, employee, or company data could adversely impact our reputation, and could result in significant remedial and other expenses, fines, and/or litigation.

Cyberattacks could disrupt our business.

Despite our efforts, information networks and systems are vulnerable to service interruptions or to security breaches from inadvertent or intentional actions by our employees or vendors, or from attacks by malicious third parties.

In recent years, there has been a rise in the number of sophisticated cyber-attacks on network and information systems, and as a result, the risks associated with such an event continue to increase.

In recent years, there has been a rise in the number of sophisticated cyberattacks on network and information systems, and as a result, the risks associated with such an event continue to increase.

We have experienced cybersecurity threats and incidents, none of which has been material to us to date.

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However, there can be no assurance 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.

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.

Those events may include process breakdowns, security architecture or design vulnerabilities, or may result from the acts of third parties, such as computer hackings, cyber-attacks, computer viruses, worms or other destructive or disruptive software, denial of service attacks, malicious social engineering or other malicious activities.

Any such interruption, breach or unauthorized access to our network or systems, or the networks or systems of our vendors, could adversely affect our business operations and result in the loss of critical or sensitive confidential information or intellectual property, as well as impact our ability to meet regulatory or compliance obligations, and could result in financial, legal, business and

reputational harm to us.

These events also could result in large expenditures to repair or replace the damaged properties, products, services, networks or information systems to protect them from similar events in the future.

Leisure and business travel are particularly susceptible to various factors outside of our control, including terrorism, the uncertainty of military conflicts, outbreaks of contagious diseases, the cost and availability of travel options and change in consumer preferences.

Our business is sensitive to the willingness of our guests to travel.

Acts of terrorism, the spread of contagious diseases, political events and developments in military conflicts in areas of the world from which we draw our guests could depress the public’s propensity to travel and cause severe disruptions in both domestic and international air travel and consumer discretionary spending, which could reduce the number of visitors to our resorts and have an adverse effect on our results of operations.

Many of our guests travel by air and the impact of higher prices for commercial airline services and availability of air services could cause a decrease in visitation by Destination guests to our resorts.

A significant portion of our guests also travel by vehicle and higher gasoline prices could adversely impact our guests’ willingness to travel to our resorts.

Additionally, our success depends on our ability to attract visitors to our ski resorts.

A significant decline in skier visits compared to historical levels would have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

Our business is highly seasonal.

Our mountain and lodging operations are highly seasonal in nature.

Peak operating season for our North American mountain resorts is from late November to mid-April, and accordingly, revenue and profits from our mountain and most of our lodging operations are substantially lower and historically result in losses from late spring to late fall.

Peak operating season for our North American Resorts is from late November to mid-April, and accordingly, revenue and profits from our mountain and most of our lodging operations are substantially lower and historically result in losses from late spring to late fall.

Conversely, peak operating seasons for our Australian resorts, GTLC and Flagg Ranch, mountain summer activities (including our Epic Discovery program), sightseeing and our golf courses generally occur from June to the end of September.

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In addition, the timing of major holidays and school breaks can impact vacation patterns and therefore visitation at our mountain resorts and urban ski areas.

If we were to experience an adverse event or realize a significant deterioration in our operating results during our peak periods (our fiscal second and third quarters) we would be unable to fully recover any significant declines due to the seasonality of our business (for example, the outbreak of the COVID-19 pandemic which resulted in a premature closure to our 2019/2020 North American ski season in March 2020.

Further, the spread of the COVID-19 outbreak has caused severe disruptions in the U.S.

and global economy and financial markets and could potentially create widespread business continuity issues of an as yet unknown magnitude and duration.”).

Operating results for any three-month period are not necessarily indicative of the results that may be achieved for any subsequent quarter or for a full fiscal year (see Notes to Consolidated Financial Statements).

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The ski resort and lodging industries are highly competitive.

The number of U.S.

skier visits has generally ranged between 51 million and 61 million annually over the last decade, with approximately 59.3 million visits for the 2018/2019 U.S.

There are approximately 475 ski areas in the U.S.

During the 2018/2019 North American ski season (the ski season immediately prior to the outbreak of the COVID-19 pandemic), combined skier visits for all ski areas in North America were approximately 79.7 million.

There are approximately 770 ski areas in North America, including approximately 475 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.

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Any material declines in the economy, elevated geopolitical uncertainties and/or significant changes in historical snowfall patterns, as well as other risk factors discussed herein, could adversely affect revenue.

As such, our margins, profits and cash flows may be materially reduced due to declines in revenue given our relatively high fixed cost structure.

Further, the spread of the COVID-19 outbreak has caused severe disruptions in the U.S.

and global economy and financial markets and could potentially create widespread business continuity issues of an as yet unknown magnitude and duration.” As such, our margins, profits and cash flows may be materially reduced due to declines in revenue given our relatively high fixed cost structure.

In addition, increases in wages and other labor costs, energy, healthcare, insurance, transportation and fuel, property taxes, minimum lease payments and other expenses included in our fixed cost structure may also reduce our margin, profits and cash flows.

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We cannot always predict where capital will need to be expended in a given fiscal year and capital expenditures can increase due to forces beyond our control.

We currently anticipate we will spend approximately $139 million to $143 million on resort capital expenditures during calendar year 2019, excluding one-time items associated with integrations, the one-time Triple Peaks and Stevens Pass transformation plan, real estate related capital and reimbursable investments.

We expect that our total calendar year 2019 capital plan will be approximately $190 million to $195 million, which includes $18 million of reimbursable investments associated with insurance recoveries and tenant improvements;

$14 million in the first phase of a two-year, $35 million investment program for these newly acquired resorts, $7 million in capital for the integration of Triple Peaks and Stevens Pass, $2 million in capital for the integration of Peak Resorts and $1 million in capital for the integration of Falls Creek and Hotham.

The calendar year 2019 capital plan also includes $3 million of investment related to our sustainability commitment focused on energy efficiency opportunities in snowmaking as well as other electrical and lighting applications.

In March 2020, we announced our full capital plan for calendar year 2020, pursuant to which we anticipated we would spend approximately $210 million to $215 million, including one-time items associated with integrations, the one-time Triple Peaks and Stevens Pass transformation plan, one-time Peak Resorts capital improvements, real estate related capital and approximately $4 million of reimbursable investments.

Excluding such one-time items, we expected to spend approximately $155 million to $160 million on resort capital expenditures during calendar year 2020.

On April 1, 2020, as part of our response to the impacts of COVID-19 on our business, we announced a reduction to our capital plan for calendar year 2020 by approximately $80 million to $85 million, with the vast majority of these savings coming from the deferral of many of our discretionary capital projects.

We are planning to defer all new chair lifts, terrain expansions and other mountain and base area improvements, while continuing with the vast majority of our maintenance capital spending.

Our ability to fund capital expenditures will depend on our ability to generate sufficient cash flow from operations and/or to borrow from third parties in the debt or equity markets.

We cannot provide assurances that our operations will be able to generate sufficient cash flow to fund such costs, or that we will be able to obtain sufficient financing on adequate terms, or at all.

We cannot provide assurances that our operations will be able to generate sufficient cash flow to fund such capital expenditures, or that we will be able to obtain sufficient financing on adequate terms, or at all.

Our ability to generate cash flow and to obtain third-party financing will depend upon many factors, including:

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resort operations require permits and approvals from certain federal, state and local authorities, including the Forest Service, U.S.

Army Corps of Engineers, the States of Vermont and New Hampshire and NPS.

Virtually all of our ski trails and related activities, including our current and proposed comprehensive summer activities plan, at Vail Mountain, Breckenridge, Keystone, Crested Butte, Stevens Pass, Heavenly, Kirkwood, and a majority of Beaver Creek are located on National Forest land.

Army Corps of Engineers, the States of Vermont and New Hampshire and the NPS.

Virtually all of our ski trails and related activities, including our current and proposed comprehensive summer activities plan, at Vail Mountain, Breckenridge, Keystone, Crested Butte, Stevens Pass, Heavenly, Kirkwood, Mount Snow, Wildcat, a majority of Beaver Creek and portions of Attitash are located on National Forest land.

The Forest Service has granted us permits to use these lands, but maintains the right to review and approve many operational matters, as well as the location, design and construction of improvements in these areas.

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November 8, 2039

April 4, 2047

November 18, 2050

March 1, 2052

August 15, 2058

Crested Butte

September 27, 2058

August 15, 2058

March 1, 2052

The Forest Service can terminate or amend these permits if, in its opinion, such termination is required in the public interest.

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We are required to seek approval from such states for certain developments and improvements made to the resort.

Our Northstar and Park City resorts are conducted pursuant to long-term leases with third parties who require us to operate the resorts in accordance with the terms of the leases and seek certain approvals from the respective landlords for improvements made to the resorts.

Certain other resorts are operated on land under long term leases with third parties.

For example, operations at our Northstar, Park City and Mad River Mountain resorts are conducted pursuant to long-term leases with third parties who require us to operate the resorts in accordance with the terms of the leases and seek certain approvals from the respective landlords for improvements made to the resorts.

The initial lease term for Northstar with affiliates of EPR Properties expires in January 2027 and allows for three 10-year renewal options.

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Each of Falls Creek and a majority of Hotham is located in the Alpine National Park in Victoria, Australia that is permanently reserved under the Crown Land Act and subject to the ARM Act.

The ARM Act established the Falls Creek RMB and the Hotham RMB, which is responsible for the management and collection of fees from Falls Creek and Hotham, respectively, and the ARM Regulations give each of the Falls Creek RMB and the Hotham RMB certain discretion over the operations of Falls Creek and Hotham, respectively, including the authority to (i) declare the snow season, (ii) temporarily close the applicable resort if entry would be a significant danger to public safety, and (iii) determine which portions of the applicable resort are open to the public and the activities that are permitted

on those portions of such resort.

There is no guarantee that at the end of the initial lease/license or agreements under which we operate our resorts we will renew or, if desired, be able to negotiate new terms that are favorable to us.

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From time to time our operations are subject to inspections by environmental regulators or other regulatory agencies.

We are also subject to worker health and safety requirements.

We are also subject to worker health and safety requirements as well as various state and local public health laws, rules, regulations and orders related to COVID-19, including mask and social distancing requirements.

We believe our operations are in substantial compliance with applicable material environmental, health and safety requirements.

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Maintaining compliance with applicable security and privacy regulations may increase our operating costs or our exposure to potential fines and litigation in connection with the enforcement of such regulations, or otherwise impact our ability to market our products, properties and services to our guests.

Any future changes or restrictions in U.S.

or international privacy laws could also adversely affect our operations, including our ability to transfer guest data.

Additionally, we rely on a variety of direct marketing techniques, including email marketing, online advertising, and postal mailings.

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or international law affecting marketing, solicitation or privacy, could adversely affect our marketing activities and force changes in our marketing strategy or increase the costs of marketing.

We also obtain access to potential customers from travel service providers or other companies with whom we have substantial relationships, and we market to some individuals on these lists directly or through other companies’ marketing materials.

If access to these lists was prohibited or otherwise restricted, our ability to develop new customers and introduce them to our products could be impaired.

We rely on information technology to operate our businesses and maintain our competitiveness, and any failure to adapt to technological developments or industry trends could harm our business or competitive position.

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If any of these events occur, our business and financial performance could suffer.

We may not be able to hire, train, reward and retain adequate team members and determine and maintain adequate staffing, which may impact our ability to achieve our operating, growth and financial objectives.

Our long-term growth and profitability depend partially on our ability to recruit and retain high-quality employees to work in and manage our resorts.

Adequate staffing and retention of qualified employees is a critical factor affecting our guests’ experiences in our resorts.

Maintaining adequate staffing requires precise workforce planning which has been complicated and is unpredictable due the impacts of the COVID-19 pandemic on guest preferences and on labor markets.

The market for the most qualified talent continues to be competitive and we must provide competitive wages, benefits and workplace conditions to attract and retain our most qualified employees.

Year round employees may seek other employment and seasonal employees may decline to return, to be re-hired, or to be hired for the first time during this coming winter season.

Personal or public health concerns related to COVID-19 might make some employees and potential candidates reluctant to work in enclosed environments such as our hotels, restaurants and retail/rental stores.

Resort-area housing could be even more limited than usual, making it difficult for employees to obtain available, affordable housing.

A shortage of international workers based on immigration and cultural exchange limitations currently in place, failure to recruit and retain new domestic employees in a timely manner, or higher than expected attrition levels all could affect our ability to open and operate parts of our resorts, deliver guest service at traditional margins or achieve our labor cost objectives.

We depend on a seasonal workforce.

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Furthermore, we cannot guarantee that we will be able to recruit and hire adequate seasonal personnel as the business requires.

Immigration law reform could also impact our workforce because we recruit and hire foreign nationals as part of our seasonal workforce.

Changes in immigration laws could also impact our workforce because we recruit and hire foreign nationals as part of our seasonal workforce.

For example, on June 22, 2020, an executive order was executed in the United States suspending the issuance of several visas for foreign workers until at least the end of 2020.

Increased seasonal wages or an inadequate workforce could have an adverse impact on our results of operations.

We are subject to risks associated with our workforce, including increased labor costs.

We are subject to various federal, state and foreign laws governing matters such as minimum wage requirements, overtime compensation and other working conditions, work authorization requirements, discrimination and family and medical leave.

Labor costs and labor-related benefits are primary components in the cost of our operations.

We are subject to various federal, state and foreign laws governing matters such as minimum wage requirements, sick leave pay, overtime compensation and other working conditions, work authorization requirements, discrimination and family and medical leave.

Cost of labor and labor-related benefits are primary components in the cost of our operations.

Labor shortages, affordable employee housing shortages and increased employee turnover and health care mandates could also increase our labor costs and labor-related benefits.

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We are, from time to time, subject to various asserted or unasserted legal proceedings and claims.

Any such claims, regardless of merit, could be time consuming and expensive to defend and could divert management’s attention and resources.

While we believe we have adequate insurance coverage and/or accrue for loss contingencies for all known matters that are probable and can be reasonably estimated, we cannot assure you that the outcome of all current or future litigation will not have a material adverse effect on us and our results of operations.

Any such proceedings or claims, regardless of merit, could be time consuming and expensive to defend and could divert management’s attention and resources.

While we believe we have adequate insurance coverage and/or accrue for loss contingencies for all known matters that are probable and can be reasonably estimated, we cannot provide any assurance that the outcome of all current or future litigation proceedings and claims will not have a material adverse effect on us and our results of operations.

Our business depends on the quality and reputation of our brands, and any deterioration in the quality or reputation of these brands could have an adverse impact on our business.

A negative public image or other adverse events could affect the reputation of one or more of our mountain resorts, other destination resorts, hotel properties and other businesses or more generally impact the reputation of our brands.

Information posted on social media platforms at any time may be adverse to our interests or may be inaccurate, each of which may harm our reputation or business.

Any resulting harm on our business may be immediate without affording us an opportunity for redress or correction.

If the reputation or perceived quality of our brands declines, our market share, reputation, business, financial condition or results of operations could be adversely impacted.

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While we maintain and promote an on-mountain safety program, there are inherent risks associated with our resort activities.

From time to time in the past, accidents and other injuries have occurred on Resort property.

An accident or an injury at any of our resorts or at resorts operated by competitors, particularly an accident or injury involving the safety of guests and employees that receives media attention, could negatively impact our brand or reputation, cause loss of consumer confidence in us, reduce visitation at our resorts, and negatively impact our results of operations.

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If any such incident occurs during a time of high seasonal demand, the effect could disproportionately impact our results of operations.

Our acquisitions, including Hotham, Falls Creek or Peak Resorts, might not be successful.

We have acquired, and may continue to acquire, certain mountain resorts, hotel properties and other businesses complementary to our own, as well as developable land in proximity to our resorts.

Our acquisitions might not be successful.

We have completed numerous acquisitions, including most recently Peak Resorts, Hotham and Falls Creek, and may continue to acquire certain mountain resorts, hotel properties and other businesses complementary to our own, as well as developable land in proximity to our resorts.

Acquisitions are complex to evaluate, execute and integrate.

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litigation arising from acquisition activity;

potential goodwill or other intangible asset impairments;

potential impairment of goodwill, intangible or tangible assets;

unanticipated problems or liabilities.

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We have recently acquired companies that were not previously subject to the rules and regulations promulgated under Sarbanes-Oxley and accordingly were not required to establish and maintain an internal control infrastructure meeting the standards promulgated under Sarbanes-Oxley.

Our assessment of and conclusion on the effectiveness of our internal control over financial reporting as of July 31, 2019 did not include certain elements of the internal controls of Stevens Pass, Triple Peaks, Hotham and Falls Creek, all of which were acquired during our fiscal year ended July 31, 2019.

Our assessment of and conclusion on the effectiveness of our internal control over financial reporting as of July 31, 2020 did not include certain elements of the internal controls of Peak Resorts, which was acquired during our fiscal year ended July 31, 2020.

Although our management will continue to review and evaluate the effectiveness of our internal controls in light of these acquisitions, we cannot provide any assurances that there will be no significant deficiencies or material weaknesses in our internal control over financial reporting.

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Our international operations subject us to additional risks.

As a result of the acquisitions of Perisher, Whistler Blackcomb, Hotham and Falls Creek, and potential future international acquisitions, we have increased our operations outside of the United States.

As a result of the acquisitions of Whistler Blackcomb in Canada and Perisher, Hotham and Falls Creek in Australia, 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, any of which could significantly harm our business.

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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 results of Whistler Blackcomb, Hotham, Falls Creek and Perisher are reported in their local currencies, which we then translate to U.S.

We are exposed to currency translation risk because the results of Whistler Blackcomb, Perisher, Hotham and Falls Creek are reported in their local currencies, which we then translate to U.S.

dollars for inclusion in our Consolidated Financial Statements.

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We currently do not enter into hedging arrangements to minimize the impact of foreign currency fluctuations.

We expect that our exposure to foreign currency exchange rate fluctuations will increase as Whistler Blackcomb, Hotham, Falls Creek and Perisher grow and if we acquire other international resorts.

We expect that our exposure to foreign currency exchange rate fluctuations will increase as our international operations grow and if we acquire additional international resorts.

We are subject to accounting and tax regulations and use certain estimates and judgments that may differ significantly from actual results, including adverse determinations by tax authorities.

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Our effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, or changes in tax laws or their interpretation.

For example, the Tax Cuts and Jobs Act (the “Tax Act”) was enacted on December 22, 2017 and resulted in broad and significantly complex changes that impacted the corporate tax rate, our deferred

income taxes and the taxation of our foreign earnings.

For example, the Tax Cuts and Jobs Act (the “Tax Act”) was enacted on December 22, 2017 and resulted in broad and significantly complex changes that impacted the corporate tax rate, our deferred income taxes and the taxation of our foreign earnings.

The comprehensive impact of the Tax Act is subject to future guidance and interpretations by the U.S.

Treasury Department, the Internal Revenue Service and other standard-setting bodies, which could impact our effective tax rate and may have adverse or uncertain effects on our business and financial condition.

On March 27, 2020, Congress enacted the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) to provide certain relief as a result of the COVID-19 outbreak.

The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property.

Although we continue to examine the impacts the CARES Act may have on our business, results of operations, financial condition and liquidity, we are immediately benefiting from the tax credit and payment deferment provisions of the CARES Act.

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 assesses the likelihood of an adverse outcome resulting from these examinations to determine the adequacy of our provision for taxes.

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.

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have often experienced extreme price and volume fluctuations.

Market fluctuations, as well as general political and economic conditions including acts of terrorism, military conflicts, prolonged economic uncertainty, a recession or interest rate or currency rate fluctuations, could adversely affect the market price of our stock.

We cannot provide assurance that we will continue to increase dividend payments and/or pay dividends.

Market fluctuations, as well as general political and economic conditions including acts of terrorism, military conflicts, outbreak of a contagious disease, prolonged economic uncertainty, a recession or interest rate or currency rate fluctuations, could adversely affect the market price of our stock.

We cannot provide assurance that we will pay dividends, or if paid, that dividend payments will be consistent with historical levels.

In fiscal 2011, our Board of Directors approved the commencement of a regular quarterly cash dividend on our common stock at an annual rate of $0.60 per share, subject to quarterly declaration.

Since the initial commencement of a regular quarterly cash dividend, our Board of Directors has annually approved an increase to our cash dividend on our common stock.

On March 7, 2019, our Board of Directors approved an increase to our quarterly cash dividend to $1.76 per share, subject to quarterly declaration.

This dividend is anticipated to be funded through cash flow from operations, available cash on hand and borrowings under the revolver portion of the Eighth Amended and Restated Credit Agreement (“Vail Holdings Credit Agreement”).

Although we anticipate paying regular quarterly dividends on our common stock for the foreseeable future, 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 most recent dividend declared on March 5, 2020 was in the amount of $1.76 per share.

Dividends are funded through cash flow from operations, available cash on hand and borrowings under the revolver portion of the Eighth Amended and Restated Credit Agreement (the “Vail Holdings Credit Agreement”).

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.

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 senior credit facility, 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.

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.

For example, on April 1, 2020, in response to actions taken in response to COVID-19, we announced that our Board of Directors suspended our quarterly dividend for at least two quarters.

Additionally, during the period that we are subject to the Temporary Waiver Period (See “Risks Relating to Our Capital Structure—Restrictions imposed by the terms of our indebtedness may prevent or limit our future business plans.”), we are prohibited from paying any dividends or making share repurchases, unless (x) no default or potential default exists under the Vail Holdings Credit Agreement and (y) we have liquidity of at least $400.0 million, and the aggregate amount of dividends paid and share repurchases made by us during the Temporary Waiver Period may not exceed $38.2 million in any fiscal quarter.

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.

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impede the ability of the holders of our securities to change our management.

Our indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations.

As of July 31, 2019, we had $1,580.1 million of outstanding indebtedness, which includes $340.3 million for the Canyons Lease obligation.

This amount also consisted of $914.4 million of borrowings from the term loan facility under the Vail Holdings Credit Agreement, $208.0 million of borrowings under the revolver portion of the Vail Holdings Credit Agreement, and $45.5 million of borrowings under Whistler Blackcomb’s credit facility.

In August 2018, we entered into our Eighth Amended and Restated Credit Agreement and increased the term loan facility by approximately $265.6 million, of which $70.0 million was borrowed on August 15, 2018 in connection with the closing of the Stevens Pass acquisition with the remainder borrowed on September 27, 2018 in connection with the closing of the Triple Peaks acquisition.

In April 2019, we entered into a First Amendment to our Eighth Amended and Restated Credit Agreement and increased the revolving loan facility to $500.0 million.

Additionally, on September 23, 2019, we entered into a Second Amendment to our Eighth Amended and Restated Credit Agreement, which increased the term loan facility by approximately $335.6 million in connection with the closing of the Peak Resorts acquisition and to prepay certain portions of the debt assumed in connection with such acquisition.

Our borrowings under the Vail Holdings Credit Agreement are subject to interest rate changes substantially increasing our risk to changes in interest rates.

Borrowings under the Vail Holdings Credit Agreement, including the term loan facility, currently bear interest at a rate of LIBOR plus 1.25% on an annual basis.

Interest rate margins may fluctuate based upon the ratio of our Net Funded Debt to Adjusted EBITDA on a trailing four-quarter basis.

Our indebtedness could adversely affect our financial condition and our ability to operate our business, to react to changes in the economy or our industry, to fulfill our obligations under the Notes, to pay our other debts, and could divert our cash flow from operations for debt payments.

We have a substantial amount of debt, which requires significant interest and principal payments.

As of July 31, 2020, we had $2.4 billion in total indebtedness outstanding.

This amount includes (i) $600.0 million aggregate principal amount of our unsecured senior notes issued on May 4, 2020 (the “Notes”), (ii) $1.2 billion of indebtedness pursuant to the term loan facility under Vail Holdings, Inc.’s Eighth Amended and Restated Credit Agreement, as amended (the “Vail Holdings Credit Agreement’’), (iii) $58.2 million of indebtedness under the Whistler Credit Agreement, (iv) $346.0 million with respect to the Canyons Obligation, (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’’ and together with the Vail Holdings Credit Agreement and the Whistler Credit Agreement, the “Credit Agreements,’’ and such facilities, the “Credit Facilities’’) and (vi) $51.5 million with respect to the EB-5 Development Notes.

Our borrowings under the Vail Holdings Credit

Agreement are subject to interest rate changes substantially increasing our risk to changes in interest rates.

Borrowings under the Vail Holdings Credit Agreement, including the term loan facility, currently bear interest annually at a rate of LIBOR plus 2.50% and, for amounts in excess of $400.0 million, LIBOR is subject to a floor of 0.75% (during the Temporary Waiver Period, as defined below).

Subsequent to the expiration of the Temporary Waiver Period (as defined below), interest rate margins may fluctuate based upon the ratio of our Net Funded Debt to Adjusted EBITDA on a trailing four-quarter basis.

We also have, on a cumulative basis, minimum lease payment obligations under operating leases of approximately $333.4 million as of July 31, 2020.

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For example, it could:

make it more difficult for us to satisfy our obligations;

make it more difficult for us to satisfy our obligations under our outstanding debt;

increase our vulnerability to general adverse economic and industry conditions;

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place us at a competitive disadvantage compared to our competitors that have less debt;

limit our ability to borrow additional funds.

We may be able to incur substantial additional indebtedness in the future.

The terms of our senior credit facility do not fully prohibit us from doing so.

limit our ability to borrow additional funds, refinance debt, or obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions or other general corporate purposes;

make it difficult for us to satisfy our obligations, including debt service requirements under our outstanding debt;

cause potential or existing customers to not contract with us due to concerns over our ability to meet our financial obligations, such as insuring against our professional liability risks, under such contracts.

Furthermore, our debt under our Credit Facilities bears interest at variable rates.

We may be able to incur additional indebtedness in the future.

The terms of our senior credit facility and the Notes do not fully prohibit us from doing so.

If we incur additional debt, the related risks that we face could intensify.

Restrictions imposed by the terms of our indebtedness may prevent or limit our future business plans.

The operating and financial restrictions and covenants in our credit agreements may adversely affect our ability to finance future operations or capital needs or to engage in other business activities and strategic initiatives that may be in our long-term best interests.

For example, the credit agreements contain a number of restrictive covenants that impose significant operating and financial restrictions on us, including restrictions on our ability to, among other things:

incur additional debt or sell preferred stock;

pay dividends, repurchase our stock and make other restricted payments;

create liens;

make certain types of investments;

engage in sales of assets and subsidiary stock;

enter into sales-leaseback transactions;

Restrictions imposed by the terms of our indebtedness may prevent us from capitalizing on business opportunities.

The operating and financial restrictions and covenants in our credit agreements and the indenture governing the Notes may adversely affect our ability to finance future operations or capital needs or to engage in other business activities and strategic initiatives that may be in our long-term best interests.

Our credit agreements impose significant operating and financial restrictions on us.

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;

issue guarantees of debt;

transfer all or substantially all of our assets or enter into merger or consolidation transactions;

make capital expenditures.

In addition, there can be no assurance that we will meet the financial covenants contained in our credit agreements.

If we breach any of these restrictions or covenants, or suffer a material adverse change which restricts our borrowing ability under our senior credit facility, we would not be able to borrow funds thereunder without a waiver.

• 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;

• transfer or sell assets.

O n April 28, 2020, we entered into an amendment to the Vail Holdings Credit Agreement, pursuant to which we will be exempt from complying with the agreement’s maximum leverage ratio and minimum interest coverage ratio financial maintenance covenants for each of the fiscal quarters ending July 31, 2020 through January 31, 2022 (unless we make a one-time irrevocable election to terminate such exemption period prior to such date) (such period, the “Financial Covenants Temporary Waiver Period”), after which we will again be required to comply with such covenants starting with the fiscal quarter ending April 30, 2022 (or such earlier fiscal quarter as elected by us).

Additionally, pursuant to this amendment, we are required to comply with a monthly minimum liquidity test (defined as unrestricted cash and temporary cash investments of Vail Resorts, Inc.

and its restricted subsidiaries and available commitments under our revolving credit facility) of not less than $150.0 million, during the period beginning July 31, 2020 and ending on the date VHI delivers a compliance certificate for the Company and its subsidiaries’ first fiscal quarter following the end of the Financial Covenants Temporary Waiver Period (such period, the “Temporary Waiver Period”).

During the Temporary Waiver Period, we are prohibited from the following (unless majority approval of the lenders is obtained under the Vail Holdings Credit Agreement):

paying any dividends or making share repurchases, unless (x) no default or potential default exists under the Credit Agreement and (y) the Company has liquidity of at least $400.0 million, and the aggregate amount of dividends paid and share repurchases made by the Company during the Temporary Waiver Period may not exceed $38.2 million in any fiscal quarter;

making capital expenditures in excess of $200.0 million per 12-month period ending January 31, other than non-recurring extraordinary capital expenditures incurred in connection with emergency repairs, life safety repairs or ordinary course maintenance repairs;

incurring any indebtedness secured by the collateral under the Vail Holdings Credit Agreement other than pursuant to the existing revolving commitments under the Vail Holdings Credit Agreement;

making (i) non-ordinary course investments in unrestricted subsidiaries unless the Company has liquidity of at least $300.0 million and (ii) investments in non-subsidiaries in excess of $50.0 million in the aggregate;

acquiring all or a majority of the capital stock or all or any substantial portion of the assets of any entity or merging or consolidating with another entity.

The indenture governing the Notes contains a number of significant restrictions and covenants that limit our ability to:

grant or permit liens;

engage in sale/leaseback transactions;

engage in a consolidation or merger, or sell, transfer or otherwise dispose of all or substantially all of our assets.

In addition, the Whistler Credit Agreement contains restrictions on the ability of Whistler Mountain Resort Limited Partnership and Blackcomb Skiing Enterprises Limited Partnership (together “The WB Partnerships”) and their respective subsidiaries, and the EPR Agreements contain restrictions on the ability of Peak Resorts and its subsidiaries, to make dividends, distributions or other payments to us or the guarantors.

We and our subsidiaries are subject to other covenants, representations and warranties in respect of our Credit Facilities, including financial covenants as defined in the Credit Agreements.

Events beyond our control, including the impact of the ongoing COVID-19 pandemic, may affect our ability to comply with these covenants.

As a result of these restrictions, we will be limited as to how we conduct our business and we may be unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities.

The terms of any future indebtedness we may incur could include more restrictive covenants.

We cannot assure you that we will be able to maintain compliance with these covenants in the future and, if we fail to do so, that we will be able to obtain waivers from the lenders and/or amend the covenants.

There can be no assurance that we will meet the financial covenants contained in our credit agreements, when in effect.

If we breach any of these restrictions or covenants, or suffer a material adverse change which restricts our borrowing ability under our Credit Facilities, we would not be able to borrow funds thereunder without a waiver.

Any inability to borrow could have an adverse effect on our business, financial condition and results of operations.

In addition, a breach, if uncured, could cause a default under the senior credit facility and our other debt.

Our indebtedness may then become immediately due and payable.

In addition, a breach, if uncured, could cause a default under the applicable agreement(s) governing our indebtedness, in which case such we may be required to repay these borrowings before their due date.

We may not have or be able to obtain sufficient funds to make these accelerated payments.

If we are forced to refinance these borrowings on less favorable terms or cannot refinance these borrowings, our results of operations and financial condition could be adversely affected.

We cannot guarantee that we will repurchase our common stock pursuant to our share repurchase program or that our share repurchase program will enhance long-term stockholder value.

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The timing and amount of repurchases, if any, will depend upon several factors, including market and business conditions, the trading price of our common stock and the nature of other investment opportunities.

The repurchase program may be limited, suspended or discontinued at any time without prior notice.

The repurchase program may be limited, suspended or discontinued at any time without prior

In addition, repurchases of our common stock pursuant to our share repurchase program could cause our stock price to be higher than it would be in the absence of such a program and could potentially reduce the market liquidity for our stock.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors