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Item 5. Market for Registrant’s Common Equity

2021-09-23 compared with 2020-09-24 · 37 added, 23 removed, 64 unchanged (48% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information and Dividend Policy

Market and Stockholders

Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “MTN.” As of September 20, 2021, 40,391,129 shares of common stock were outstanding, held by approximately 258 holders of record.

The following table sets forth information on the high and low sales prices of our common stock on the NYSE and the quarterly cash dividends declared per share of common stock for each quarterly period for the two most recently completed fiscal years.

Quarter Ended

Market Price Per Share

Fiscal Year 2020

July 31, 2020

April 30, 2020

January 31, 2020

October 31, 2019

Fiscal Year 2019

July 31, 2019

April 30, 2019

January 31, 2019

October 31, 2018

Dividend Policy

In fiscal 2011, our Board of Directors approved the commencement of a regular quarterly cash dividend on our common stock, subject to quarterly declaration, which has typically been increased on an annual basis.

We announced on April 1, 2020 that we would be suspending the declaration of our quarterly dividend for at least the next two fiscal quarters in response to the impacts of the COVID-19 pandemic.

Additionally, pursuant to the Third Amendment of the Vail Holdings Credit Agreement (as defined below), we are prohibited from paying any dividends during the Financial Covenants Temporary Waiver Period (as defined below) unless (i) no default or potential default exists under the Vail Holdings Credit Agreement and (ii) the Company has liquidity (as defined below) of at least $400.0 million, and the aggregate amount of dividends paid and share repurchases made by the Company during the Financial Covenants Temporary Waiver Period may not exceed $38.2 million in any fiscal quarter.

We announced on April 1, 2020 that we would be suspending the declaration of our quarterly dividend in response to the impacts of the COVID-19 pandemic, which such suspension has continued throughout the year ended July 31, 2021 (“Fiscal 2021”).

Additionally, pursuant to the Fourth Amendment of the Vail Holdings Credit Agreement (as defined below), we are prohibited from paying any dividends during the Financial Covenants Temporary Waiver Period (as defined below) unless (x) no default or potential default exists under the Vail Holdings Credit Agreement and (y) the Company has liquidity (as defined below) of at least $300.0 million, and the aggregate amount of dividends paid and share repurchases made by the Company during the Financial Covenants Temporary Waiver Period may not exceed $38.2 million in any fiscal quarter.

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.

On September 22, 2021, our Board of Directors approved a cash dividend of $0.88 per share payable on October 22, 2021 to stockholders of record as of October 5, 2021.

Additionally, a Canadian dollar equivalent dividend on the Exchangeco Shares will be payable on October 22, 2021 to the shareholders of record as of October 5, 2021.

We expect to fund the dividend with available cash on hand and will do so pursuant to the restrictions under the Financial Covenants Temporary Waiver Period.

Repurchase of Equity Securities

The Company did not repurchase any shares of common stock during the fourth quarter of the year ended July 31, 2020 (“Fiscal 2020”).

The Company did not repurchase any shares of common stock during the fourth quarter of Fiscal 2021.

The share repurchase program is conducted under authorizations made from time to time by our Board of Directors.

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As of July 31, 2021, 1,338,859 shares remained available to repurchase under the existing repurchase authorization.

Repurchases under these authorizations may be made from time to time at prevailing prices as permitted by applicable laws, and subject to market conditions, limitations under the April 2020 amendment to our Vail Holdings Credit Agreement and other factors.

Repurchases under these authorizations 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 sale at prices that we believe are attractive.

These authorizations have no expiration date.

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The total return graph below is presented for the period from the beginning of our fiscal year ended July 31, 2017 through the end of Fiscal 2021.

The comparison assumes that $100 was invested at the beginning of the period in our common stock (“MTN”),

The Russell 2000 Stock Index, The Standard & Poor’s 500 Stock Index and the Dow Jones U.S.

The comparison assumes that $100 was invested at the beginning of the period in our common stock (“MTN”), The Russell 2000 Stock Index, The Standard & Poor’s 500 Stock Index and the Dow Jones U.S.

Travel and Leisure Stock Index, with dividends reinvested where applicable.

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The performance graph is not deemed filed with the Securities and Exchange Commission (“SEC”) and is not to be incorporated by reference into any of our filings under the Securities Act of 1933 or the Exchange Act, unless such filings specifically incorporate the performance graph by reference therein.

As of July 31,

2016 2017 2018 2019 2020 2021

Vail Resorts, Inc.

$ 100.00 $ 150.40 $ 201.87 $ 185.01 $ 147.98 $ 235.20

$ 100.00 $ 118.43 $ 140.61 $ 134.34 $ 128.15 $ 194.71

Standard & Poor’s 500

$ 100.00 $ 116.03 $ 134.87 $ 145.63 $ 163.02 $ 222.40

Dow Jones U.S.

Travel and Leisure

$ 100.00 $ 127.25 $ 134.84 $ 156.47 $ 119.00 $ 174.84

SELECTED FINANCIAL DATA.

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Year ended July 31,

2020 (1)(2)(3)

Statement of Operations Data:

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Net income (4)

$ 124,457 $ 109,055 $ 323,493 $ 401,320 $ 231,718

Net income attributable to Vail Resorts, Inc.

$ 127,850 $ 98,833 $ 301,163 $ 379,898 $ 210,553

Diluted net income per share attributable to Vail Resorts, Inc.

$ 3.13 $ 2.42 $ 7.32 $ 9.13 $ 5.22

Cash dividends declared per share $ — $ 5.28 $ 6.46 $ 5.046 $ 3.726

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Skier visits (5)

Real estate held for sale and investment (8)

14,852 13,483 14,998 12,345 12,047

$ 72.49 $ 67.72 $ 68.89 $ 71.31 $ 67.93

$ 322.15 $ 310.76 $ 300.47 $ 300.90 $ 302.80

$ 85.99 $ 90.37 $ 121.81 $ 131.08 $ 127.95

Real estate held for sale or investment (9)

$ 95,615 $ 96,844 $ 101,021 $ 99,385 $ 103,405

Other Balance Sheet Data:

Cash and cash equivalents (10)

$ 1,243,962 $ 390,980 $ 108,850 $ 178,145 $ 117,389

Total assets (11)

$ 6,251,056 $ 5,244,232 $ 4,426,077 $ 4,064,984 $ 4,110,718

Long-term debt, net (including long-term debt due within one year) $ 2,850,292 $ 2,450,799 $ 1,576,260 $ 1,272,732 $ 1,272,421

Net Debt (12)

$ 1,606,330 $ 2,059,819 $ 1,467,410 $ 1,094,587 $ 1,155,032

Total Vail Resorts, Inc.

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and Whistler Blackcomb (acquired October 2016).

(2) Financial results for the year ended July 31, 2020 were impacted by several one-time adjustments including (i) the deferral of $120.9 million of deferred season pass revenue, as well as $2.9 million of related deferred costs, that would have been recognized during the year ended July 31, 2020 but were deferred as a result of credits that were offered to customers who had purchased 2019/2020 North American pass products and who will purchase 2020/2021 North American pass products, and (ii) an asset impairment of approximately $28.4 million as a result of the effects of the COVID-19 pandemic on our Colorado resort ground transportation company.

(2) Financial results for the years ended July 31, 2021 and 2020 were impacted by the deferral of approximately $120.9 million of season pass revenue, as well as approximately $2.9 million of related deferred costs, that would have been recognized during the year ended July 31, 2020 but were deferred and recognized primarily in the year ended July 31, 2021 as a result of credits that were offered to customers who had purchased 2019/2020 North American pass products and who purchased 2020/2021 North American pass products.

(3) Financial results for the year ended July 31, 2020 were impacted by an asset impairment of approximately $28.4 million as a result of the effects of the COVID-19 pandemic on our Colorado resort ground transportation company.

(4) Net income, net income attributable to Vail Resorts, Inc.

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(8) RevPAR is calculated by dividing total room revenue (includes both owned room and managed condominium unit revenue) by the number of rooms that are available to guests during the respective periods.

(8) Real estate held for sale and investment includes all land, development costs and other improvements associated with real estate held for sale and investment.

(9) Real estate held for sale or investment includes all land, development costs and other improvements associated with real estate held for sale or investment.

(10) Cash and cash equivalents exclude restricted cash.

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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 5. Market for Registrant’s Common Equity