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Item 5. Market for Registrant’s Common Equity

2022-09-28 compared with 2021-09-23 · 31 added, 70 removed, 31 unchanged (77% of the section changed)

4 unchanged sentences

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 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.

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.

We did not pay any dividends during the year ended July 31, 2021 (“Fiscal 2021”) and we resumed making dividend payments in October 2021.

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, 2022, our Board of Directors approved a cash dividend of $1.91 per share payable on October 24, 2022 to stockholders of record as of October 5, 2022.

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.

We expect to fund the dividend with available cash on hand.

Repurchase of Equity Securities

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

The following table sets forth our purchases of shares of our common stock during the fourth quarter of Fiscal 2022:

Period Total Number of

Shares Purchased

Average Price

Paid per Share

Total Number of

Shares Purchased

as Part of Publicly

Announced Plans

Number of Shares

that May Yet Be

Purchased Under

May 1, 2022 - May 31, 2022 158,268 $ 234.88 158,268 1,035,716

June 1, 2022 - June 30, 2022 1,424 $ 228.86 1,424 1,034,292

July 1, 2022 - July 31, 2022 — $ — — 1,034,292

Total 159,692 $ 234.83 159,692 1,034,292

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

1 unchanged sentence

On July 16, 2008, the Company’s Board of Directors increased the authorization by an additional 3,000,000 shares, and on December 4, 2015, the Company’s Board of Directors increased the authorization by an additional 1,500,000 shares for a total authorization to repurchase shares of up to 7,500,000 shares.

Since inception of this stock repurchase program through July 31, 2021, the Company has repurchased 6,161,141 shares at a cost of approximately $404.4 million.

From inception of this stock repurchase program through July 31, 2022, the Company has repurchased 6,465,708 shares at a cost of approximately $479.4 million.

As of July 31, 2022, 1,034,292 shares remained available to repurchase under the existing repurchase authorization.

2 unchanged sentences

These authorizations have no expiration date.

Exchangeco Shares

In connection with the Company’s acquisition of Whistler Blackcomb in October 2016, the Company issued consideration in the form of shares of Vail Resorts common stock (the “Vail Shares”), redeemable preferred shares of the Company’s wholly-owned Canadian subsidiary Whistler Blackcomb Holdings Inc.

(“Exchangeco”) or cash (or a combination thereof).

Whistler Blackcomb shareholders elected to receive 3,327,719 Vail Shares and 418,095 redeemable preferred shares of Exchangeco (the “Exchangeco Shares”).

The Exchangeco Shares could be redeemed for Vail Shares at any time until October 2023 or until the Company elects to convert any remaining Exchangeco Shares to Vail Shares, which we have the ability to do once total

Exchangeco Shares outstanding fall below 20,904 shares (or 5% of the total Exchangeco Shares originally issued).

In July 2022, the number of outstanding Exchangeco Shares fell below such threshold and on August 25, 2022, the Company elected to redeem all outstanding Exchangeco Shares, effective September 26, 2022.

As of the date of this Annual Report on Form 10-K, all Exchangeco Shares have been exchanged for Vail Shares.

Both Vail Shares and Exchangeco Shares have a par value of $0.01 per share, and Exchangeco Shares, while they were outstanding, were substantially the economic equivalent of the Vail Shares.

The Company’s calculation of weighted-average shares outstanding includes the Exchangeco Shares.

Performance Graph

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 total return graph below is presented for the period from the beginning of our fiscal year ended July 31, 2018 through the end of our fiscal year ended July 31, 2022 (“Fiscal 2022”).

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.

13 unchanged sentences

$ 100.00 $ 105.97 $ 122.97 $ 93.52 $ 137.40 $ 111.89

SELECTED FINANCIAL DATA.

The following table presents selected historical consolidated financial data derived from our Consolidated Financial Statements for the periods indicated.

The financial data for our fiscal years ended and as of July 31, 2017 through July 31, 2021 should be read in conjunction with those Consolidated Financial Statements, related notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The table presented below is unaudited.

The data presented below is in thousands, except for diluted net income per share attributable to Vail Resorts, Inc., cash dividends declared per share, effective ticket price (“ETP”), average daily rate (“ADR”) and revenue per available room (“RevPAR”) amounts.

Year ended July 31,

2020 (1)(2)(3)

Statement of Operations Data:

Total net revenue $ 1,909,710 $ 1,963,704 $ 2,271,575 $ 2,011,553 $ 1,907,218

Total segment operating expense 1,376,658 1,466,380 1,571,738 1,396,023 1,322,841

Other operating expense, net (272,036) (273,935) (223,568) (206,713) (205,121)

Other expense, net (135,833) (106,956) (77,304) (68,725) (30,807)

Income before (provision) benefit from income taxes $ 125,183 $ 116,433 $ 398,965 $ 340,092 $ 348,449

Net Income and Dividends:

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

Other Segment Data:

Skier visits (5)

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.

stockholders’ equity $ 1,594,599 $ 1,316,742 $ 1,500,627 $ 1,589,434 $ 1,571,156

(1) We have completed several acquisitions of destination mountain resorts and regional ski areas during the past five years, which impacts comparability between years, including Peak Resorts (acquired September 2019);

Falls Creek and Hotham (acquired April 2019);

Crested Butte, Mount Sunapee and Okemo (acquired September 2018);

Stevens Pass (acquired August 2018);

Stowe (acquired June 2017);

and Whistler Blackcomb (acquired October 2016).

(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.

and diluted net income per share attributable to Vail Resorts, Inc.

were positively impacted during the year ended July 31, 2018 as a result of one-time tax benefits related to comprehensive U.S.

tax legislation, which also resulted in a decreased federal U.S.

corporate tax rate prospectively from January 1, 2018, and excess tax benefits from employee share award exercises, as discussed subsequently in this document.

(5) A skier visit represents a person purchasing a ticket or utilizing a pass to access a destination mountain resort or regional ski area for any part of one day during a winter ski season and includes complimentary access.

(6) ETP is calculated by dividing lift revenue by total skier visits during the respective periods.

(7) ADR is calculated by dividing total room revenue (includes both owned room and managed condominium unit revenue) by the number of occupied rooms during the respective periods.

(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.

(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.

(11) We adopted a new lease accounting standard on August 1, 2019 using a modified retrospective transition method, in which reporting periods beginning on August 1, 2019 are presented under the new standard, while prior periods were not adjusted and continue to be reported in accordance with the previously applicable accounting guidance.

As a result of adopting the new lease accounting standard, the Company recorded $221.8 million of right-of-use (“ROU”) assets and $254.2 million of related total operating lease liabilities in the Consolidated Balance Sheet as of August 1, 2019.

(12) Net Debt, a non-GAAP financial measure, is defined as long-term debt, net plus long-term debt due within one year less cash and cash equivalents.

Refer to the end of the Results of Operations section of Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a reconciliation of long-term debt, net to Net Debt.

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