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Fair Value Measurements
 12 Months Ended
Jul. 31, 2024
Fair Value Disclosures [Abstract]  
Fair Value Measurements Fair Value Measurements
The Company utilizes FASB-issued fair value guidance that establishes how reporting entities should measure fair value for measurement and disclosure purposes. The guidance establishes a common definition of fair value applicable to all assets and liabilities measured at fair value and prioritizes the inputs into valuation techniques used to measure fair value. Accordingly, the Company uses valuation techniques which maximize the use of observable inputs and minimize the use of unobservable inputs when determining fair value. The three levels of the hierarchy are as follows:
Level 1: Inputs that reflect unadjusted quoted prices in active markets that are accessible to the Company for identical assets or liabilities;
Level 2: Inputs include quoted prices for similar assets and liabilities in active and inactive markets or that are observable for the asset or liability either directly or indirectly; and
Level 3: Unobservable inputs which are supported by little or no market activity.
The table below summarizes the Company’s cash equivalents, other current assets, Interest Rate Swaps and Contingent Consideration (defined below) measured at estimated fair value (all other assets and liabilities measured at fair value are immaterial) (in thousands).
 Estimated Fair Value Measurement as of July 31, 2024
DescriptionTotalLevel 1Level 2Level 3
Assets:
Money Market$896 $896 $— $— 
Commercial Paper$2,401 $— $2,401 $— 
Certificates of Deposit$101,989 $— $101,989 $— 
Interest Rate Swaps$2,343 $— $2,343 $— 
Liabilities:
Contingent Consideration$104,200 $— $— $104,200 
 Estimated Fair Value Measurement as of July 31, 2023
DescriptionTotalLevel 1Level 2Level 3
Assets:
Money Market$170,872 $170,872 $— $— 
Commercial Paper$2,401 $— $2,401 $— 
Certificates of Deposit$144,365 $— $144,365 $— 
Interest Rate Swaps$17,229 $— $17,229 $— 
Liabilities:
Contingent Consideration $73,300 $— $— $73,300 
The Company’s cash equivalents, other current assets and Interest Rate Swaps are measured utilizing quoted market prices or pricing models whereby all significant inputs are either observable or corroborated by observable market data. The Company is party to various interest rate swap agreements which hedge the cash flows associated with the SOFR-based variable interest rate component of $400.0 million in principal amount of its Vail Holdings Credit Agreement. Changes in the estimated fair value are recognized in change in estimated fair value of hedging instruments on the Company’s Consolidated Statements of Comprehensive Income. The estimated fair value of the Interest Rate Swaps was included as an asset within other current assets and deferred charges and other assets as of July 31, 2024 and 2023, respectively, in the Company’s Consolidated Balance Sheets.
The changes in Contingent Consideration during the years ended July 31, 2024 and 2023 were as follows (in thousands):
Contingent Consideration
Balance as of July 31, 2022$42,400 
Payment
(18,936)
Change in estimated fair value
49,836 
Balance as of July 31,202373,300 
Payment
(17,057)
Change in estimated fair value
47,957 
Balance as of July 31, 2024$104,200 
The Park City Lease provides for participating contingent payments (the “Contingent Consideration”) to the landlord of 42% of the amount by which EBITDA for the Park City resort operations, as calculated under the Park City Lease, exceeds approximately $35 million, as established upon the Company’s acquisition of the resort, with such threshold amount subsequently increased annually by an inflation linked index and a 10% adjustment for any capital improvements or investments made under the Park City Lease by the Company. Contingent Consideration is classified as a liability, which is remeasured to fair value at each reporting date until the contingency is resolved. The Company estimated the fair value of the Contingent Consideration payments using an option pricing valuation model. The estimated fair value of Contingent Consideration includes future period resort operations of Park City in the calculation of EBITDA on which participating contingent payments are made, which is determined on the basis of estimated subsequent year performance, escalated by an assumed annual growth factor and discounted to net present value. Other significant assumptions included a discount rate of 11.1%, and volatility of 14.5%, which together with future period Park City EBITDA, are all unobservable inputs and thus are considered Level 3 inputs. During the year ended July 31, 2024, the Company made a payment to the landlord for Contingent Consideration of approximately $17.1 million.
During the year ended July 31, 2024, the Company observed a continued trend of improved performance at the resort relative to expectations, which were based on an average of historical results that the Company calculated in the prior year. Accordingly, the Company performed a reassessment of its long-term EBITDA assumptions used to estimate the fair value of the liability by updating the average of historical results used to estimate future year EBITDA performance. As a result, the Company recorded an increase in the liability of approximately $48.0 million which was primarily related to an increase in expected long-term EBITDA performance for Park City as well as the expected payment to be made in October 2024 for the resort’s performance for the year ending July 31, 2024. Future period EBITDA performance for Park City may differ significantly from these estimates, which could have a material impact on the estimated fair value of the Contingent Consideration liability.
The estimated fair value of the Contingent Consideration is approximately $104.2 million, which is reflected in accounts payable and other long-term liabilities in the Company’s Consolidated Balance Sheet as of July 31, 2024. The Company prepared a sensitivity analysis to evaluate the effect that changes on certain key assumptions would have on the estimated fair value of the Contingent Consideration. A change in the discount rate of 100 basis points or a 5% change in estimated subsequent year performance of the resort would result in a change in the estimated fair value within the range of approximately $14.6 million to $20.1 million.