Net Income Per Common Share

3 Months Ended

9 Months Ended

Apr. 30, 2022

Apr. 30, 2022

Earnings Per Share Reconciliation [Abstract]

Summary of Calculation of Basic And Diluted EPS

Presented below is basic and diluted EPS for the three months ended April 30, 2022 and 2021 (in thousands, except per share amounts):

	Three Months Ended April 30,
	2022				2021
	Basic		Diluted		Basic		Diluted
Net income per share:
Net income attributable to Vail Resorts	$	372,550	$	372,550	$	274,629	$	274,629
Weighted-average Vail Shares outstanding	40,537		40,537		40,262		40,262
Weighted-average Exchangeco Shares outstanding	31		31		34		34
Total Weighted-average shares outstanding	40,568		40,568		40,296		40,296
Effect of dilutive securities	—		110		—		600
Total shares	40,568		40,678		40,296		40,896
Net income per share attributable to Vail Resorts	$	9.18	$	9.16	$	6.82	$	6.72

The Company computes the effect of dilutive securities using the treasury stock method and average market prices during the period. The number of shares issuable upon the exercise of share-based awards excluded from the calculation of diluted EPS because the effect of their inclusion would have been anti-dilutive totaled approximately 8,000 and 1,000 for the three months ended April 30, 2022 and 2021, respectively.

Presented below is basic and diluted EPS for the nine months ended April 30, 2022 and 2021 (in thousands, except per share amounts):

	Nine Months Ended April 30,
	2022				2021
	Basic		Diluted		Basic		Diluted
Net income per share:
Net income attributable to Vail Resorts	$	456,609	$	456,609	$	268,661	$	268,661
Weighted-average Vail Shares outstanding	40,485		40,485		40,242		40,242
Weighted-average Exchangeco Shares outstanding	33		33		35		35
Total Weighted-average shares outstanding	40,518		40,518		40,277		40,277
Effect of dilutive securities	—		266		—		530
Total shares	40,518		40,784		40,277		40,807
Net income per share attributable to Vail Resorts	$	11.27	$	11.20	$	6.67	$	6.58

The number of shares issuable upon the exercise of share-based awards excluded from the calculation of diluted EPS because the effect of their inclusion would have been anti-dilutive totaled approximately 3,000 and 2,000 for the nine months ended April 30, 2022 and 2021, respectively.

Net Income Per Common Share

Net Income per Share

Earnings per Share

Basic EPS excludes dilution and is computed by dividing net income attributable to Vail Resorts stockholders by the weighted-average shares outstanding during the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised, resulting in the issuance of shares of common stock that would then share in the earnings of Vail Resorts.

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”) and shares of the Company’s wholly-owned Canadian subsidiary (“Exchangeco”). Whistler Blackcomb shareholders elected to receive 3,327,719 Vail Shares and 418,095 shares of Exchangeco (the “Exchangeco Shares”). Both Vail Shares and Exchangeco Shares have a par value of $0.01 per share, and Exchangeco Shares, while outstanding, are substantially the economic equivalent of Vail Shares and are exchangeable, at any time prior to the seventh anniversary of the closing of the acquisition, into Vail Shares. The Company’s calculation of weighted-average shares outstanding includes the Exchangeco Shares.

Presented below is basic and diluted EPS for the three months ended April 30, 2022 and 2021 (in thousands, except per share amounts):

	Three Months Ended April 30,
	2022				2021
	Basic		Diluted		Basic		Diluted
Net income per share:
Net income attributable to Vail Resorts	$	372,550	$	372,550	$	274,629	$	274,629
Weighted-average Vail Shares outstanding	40,537		40,537		40,262		40,262
Weighted-average Exchangeco Shares outstanding	31		31		34		34
Total Weighted-average shares outstanding	40,568		40,568		40,296		40,296
Effect of dilutive securities	—		110		—		600
Total shares	40,568		40,678		40,296		40,896
Net income per share attributable to Vail Resorts	$	9.18	$	9.16	$	6.82	$	6.72

The Company computes the effect of dilutive securities using the treasury stock method and average market prices during the period. The number of shares issuable upon the exercise of share-based awards excluded from the calculation of diluted EPS because the effect of their inclusion would have been anti-dilutive totaled approximately 8,000 and 1,000 for the three months ended April 30, 2022 and 2021, respectively.

Presented below is basic and diluted EPS for the nine months ended April 30, 2022 and 2021 (in thousands, except per share amounts):

	Nine Months Ended April 30,
	2022				2021
	Basic		Diluted		Basic		Diluted
Net income per share:
Net income attributable to Vail Resorts	$	456,609	$	456,609	$	268,661	$	268,661
Weighted-average Vail Shares outstanding	40,485		40,485		40,242		40,242
Weighted-average Exchangeco Shares outstanding	33		33		35		35
Total Weighted-average shares outstanding	40,518		40,518		40,277		40,277
Effect of dilutive securities	—		266		—		530
Total shares	40,518		40,784		40,277		40,807
Net income per share attributable to Vail Resorts	$	11.27	$	11.20	$	6.67	$	6.58

The number of shares issuable upon the exercise of share-based awards excluded from the calculation of diluted EPS because the effect of their inclusion would have been anti-dilutive totaled approximately 3,000 and 2,000 for the nine months ended April 30, 2022 and 2021, respectively.

On December 18, 2020, the Company completed an offering of $575.0 million in aggregate principal amount of 0.0% Convertible Notes (as defined in Note 5, Long-Term Debt). The Company is required to settle the principal amount of the 0.0% Convertible Notes in cash and has the option to settle the conversion spread in cash or shares. The Company uses the treasury method to calculate diluted EPS, and if the conversion value of the 0.0% Convertible Notes exceeds their conversion price, then the Company will calculate its diluted EPS as if all the notes were converted and the Company issued shares of its common stock to settle the excess value over the conversion price. However, if reflecting the 0.0% Convertible Notes in diluted EPS in this manner is anti-dilutive, or if the conversion value of the notes does not exceed their conversion price for a reporting period, then the shares underlying the notes will not be reflected in the Company’s calculation of diluted EPS. For the three and nine months ended April 30, 2022 and April 30, 2021, the average price of Vail Shares did not exceed the conversion price and therefore there was no impact to diluted EPS during those periods.

Dividends

During the three and nine months ended April 30, 2022, the Company paid cash dividends of $1.91 and $3.67 per share, respectively ($77.5 million and $148.9 million, respectively, including cash dividends paid to Exchangeco shareholders). The Company did not pay cash dividends during the three and nine months ended April 30, 2021. On June 8, 2022, the Company’s Board of Directors approved a cash dividend of $1.91 per share payable on July 12, 2022 to stockholders of record as of June 27, 2022. Additionally, a Canadian dollar equivalent dividend on the Exchangeco Shares will be payable on July 12, 2022 to shareholders of record on June 27, 2022.