Net Income Per Common Share

3 Months Ended

6 Months Ended

Jan. 31, 2023

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 January 31, 2023 and 2022 (in thousands, except per share amounts):



	Three Months Ended January 31,
	2023				2022
	Basic		Diluted		Basic		Diluted
Net income per share:
Net income attributable to Vail Resorts	$	208,679	$	208,679	$	223,391	$	223,391
Weighted-average Vail Shares outstanding	40,327		40,327		40,505		40,505
Weighted-average Exchangeco Shares outstanding	—		—		33		33
Total Weighted-average shares outstanding	40,327		40,327		40,538		40,538
Effect of dilutive securities	—		107		—		282
Total shares	40,327		40,434		40,538		40,820
Net income per share attributable to Vail Resorts	$	5.17	$	5.16	$	5.51	$	5.47

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 25,000 and zero for the three months ended January 31, 2023 and 2022, respectively.

Presented below is basic and diluted EPS for the six months ended January 31, 2023 and 2022 (in thousands, except per share amounts):



	Six Months Ended January 31,
	2023				2022
	Basic		Diluted		Basic		Diluted
Net income per share:
Net income attributable to Vail Resorts	$	71,708	$	71,708	$	84,059	$	84,059
Weighted-average Vail Shares outstanding	40,312		40,312		40,460		40,460
Weighted-average Exchangeco Shares outstanding	1		1		33		33
Total Weighted-average shares outstanding	40,313		40,313		40,493		40,493
Effect of dilutive securities	—		95		—		344
Total shares	40,313		40,408		40,493		40,837
Net income per share attributable to Vail Resorts	$	1.78	$	1.77	$	2.08	$	2.06

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 26,000 and 1,000 for the six months ended January 31, 2023 and 2022, 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”), 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 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 elected to convert any remaining Exchangeco Shares to Vail Shares, which the Company had the ability to do once total Exchangeco Shares outstanding fell 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 January 31, 2023, 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.

Presented below is basic and diluted EPS for the three months ended January 31, 2023 and 2022 (in thousands, except per share amounts):



	Three Months Ended January 31,
	2023				2022
	Basic		Diluted		Basic		Diluted
Net income per share:
Net income attributable to Vail Resorts	$	208,679	$	208,679	$	223,391	$	223,391
Weighted-average Vail Shares outstanding	40,327		40,327		40,505		40,505
Weighted-average Exchangeco Shares outstanding	—		—		33		33
Total Weighted-average shares outstanding	40,327		40,327		40,538		40,538
Effect of dilutive securities	—		107		—		282
Total shares	40,327		40,434		40,538		40,820
Net income per share attributable to Vail Resorts	$	5.17	$	5.16	$	5.51	$	5.47

Presented below is basic and diluted EPS for the six months ended January 31, 2023 and 2022 (in thousands, except per share amounts):



	Six Months Ended January 31,
	2023				2022
	Basic		Diluted		Basic		Diluted
Net income per share:
Net income attributable to Vail Resorts	$	71,708	$	71,708	$	84,059	$	84,059
Weighted-average Vail Shares outstanding	40,312		40,312		40,460		40,460
Weighted-average Exchangeco Shares outstanding	1		1		33		33
Total Weighted-average shares outstanding	40,313		40,313		40,493		40,493
Effect of dilutive securities	—		95		—		344
Total shares	40,313		40,408		40,493		40,837
Net income per share attributable to Vail Resorts	$	1.78	$	1.77	$	2.08	$	2.06

In December 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 if-converted method to calculate the impact of convertible instruments on diluted EPS when the instruments may be settled in cash or shares. 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 into common stock at the beginning of the period. 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 six months ended January 31, 2023 and 2022, the 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 six months ended January 31, 2023, the Company paid cash dividends of $1.91 and $3.82 per share, respectively ($77.0 million and $154.0 million, respectively). During the three and six months ended January 31, 2022, the Company paid cash dividends of $0.88 and $1.76 per share, respectively ($35.7 million and $71.3 million, respectively, including cash dividends paid to Exchangeco shareholders). On March 7, 2023, the Company’s Board of Directors approved a cash dividend of $2.06 per share payable on April 11, 2023 to stockholders of record as of March 27, 2023.