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☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2025 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 (Exact Name of Registrant as Specified in Its Charter) Securities registered pursuant to Section12(b) of the Act: Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2)has been subject to such filing requirements for the past 90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☒Non-accelerated filer☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐Yes☒No As of December5, 2025, 35,775,575 shares of the registrant’s common stock were outstanding. Table of Contents PARTIFINANCIAL INFORMATION Item1.Financial Statements (unaudited).Consolidated Condensed Balance Sheets as of October 31, 2025, July 31, 2025and October 31, 20242Consolidated Condensed Statements of Operations for the Three Months Ended October 31, 2025 and 20243Consolidated Condensed Statements of Comprehensive Loss for the Three Months Ended October 31, 2025 and20244Consolidated Condensed Statements of Stockholders’ Equity for the Three Months Ended October 31, 2025 and20245Consolidated Condensed Statements of Cash Flows for the Three Months Ended October 31, 2025 and 20246Notes to Consolidated Condensed Financial Statements7Item2.Management's Discussion and Analysis of Financial Condition and Results of Operations22Item3.Quantitative and Qualitative Disclosures About Market Risk34Item4.Controls and Procedures34 Item1.Legal Proceedings35Item1A.Risk Factors35Item2.Unregistered Sales of Equity Securities and Use of Proceeds35Item3.Defaults Upon Senior Securities35Item4.Mine Safety Disclosures35Item5.Other Information35Item6.Exhibits36 Vail Resorts, Inc.Consolidated Condensed Balance Sheets(In thousands, except per share amounts)(Unaudited) Vail Resorts, Inc.Consolidated Condensed Statements of Operations(In thousands, except per share amounts)(Unaudited) Vail Resorts, Inc.Consolidated Condensed Statements of Comprehensive Loss(In thousands)(Unaudited) Vail Resorts, Inc.Consolidated Condensed Statements of Cash Flows(In thousands)(Unaudited) Vail Resorts, Inc.Notes to Consolidated Condensed Financial Statements(Unaudited) 1.Organization and Business Vail Resorts, Inc. (“Vail Resorts”) is organized as a holding company and operates through various subsidiaries. Vail Resorts and itssubsidiaries (collectively, the “Company”) operate in three reportable segments: Mountain, Lodging and Real Estate. The Companyrefers to “Resort” as the combination of the Mountain and Lodging segments. In the Mountain segment, the Company operates the following 42 destination mountain resorts and regional ski areas: *Denotes a destination mountain resort, which generally receives a meaningful portion of skier visits from long-distance travelers, asopposed to the Company’s regional ski areas, which tend to generate skier visits predominantly from their respective local markets. Additionally, the Mountain segment includes ancillary services, primarily including ski school, dining and retail/rental operations, andfor the Company’s Australian ski areas, including lodging and transportation operations. In the Lodging segment, the Company owns and/or manages a collection of luxury hotels and condominiums under its RockResortsbrand; other strategic lodging properties and a large number of condominiums located in proximity to the Company’s North Americanmountain resorts; National Park Service (“NPS”) concessioner properties including the Grand Teton Lodge Company, which operatesdestination resorts in Grand Teton National Park; a Colorado resort ground transportation company and mountain resort golf courses. The Company’s Real Estate segment primarily owns, develops and sells rea