Net Income Per Common Share

3 Months Ended

Oct. 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 October 31, 2023 and 2022 (in thousands, except per share amounts):



	Three Months Ended October 31,
	2023				2022
	Basic		Diluted		Basic		Diluted
Net loss per share:
Net loss attributable to Vail Resorts	$	(175,512)	$	(175,512)	$	(136,971)	$	(136,971)
Weighted-average Vail Shares outstanding	38,117		38,117		40,296		40,296
Weighted-average Exchangeco Shares outstanding	—		—		2		2
Total Weighted-average shares outstanding	38,117		38,117		40,298		40,298
Effect of dilutive securities	—		—		—		—
Total shares	38,117		38,117		40,298		40,298
Net loss per share attributable to Vail Resorts	$	(4.60)	$	(4.60)	$	(3.40)	$	(3.40)

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 0.3 million and 0.2 million for the three months ended October 31, 2023 and 2022, respectively.

Net Income Per Common Share

Net Loss per Share

Earnings per Share

Basic EPS excludes dilution and is computed by dividing net loss 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 Shares”) or cash (or a combination thereof). Effective September 26, 2022, all Exchangeco Shares had 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 as of October 31, 2022 included the Exchangeco Shares, but there were no Exchangeco Shares that remained outstanding as of October 31, 2022.

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



	Three Months Ended October 31,
	2023				2022
	Basic		Diluted		Basic		Diluted
Net loss per share:
Net loss attributable to Vail Resorts	$	(175,512)	$	(175,512)	$	(136,971)	$	(136,971)
Weighted-average Vail Shares outstanding	38,117		38,117		40,296		40,296
Weighted-average Exchangeco Shares outstanding	—		—		2		2
Total Weighted-average shares outstanding	38,117		38,117		40,298		40,298
Effect of dilutive securities	—		—		—		—
Total shares	38,117		38,117		40,298		40,298
Net loss per share attributable to Vail Resorts	$	(4.60)	$	(4.60)	$	(3.40)	$	(3.40)

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 months ended October 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 months ended October 31, 2023 and 2022, the Company paid cash dividends of $2.06 and $1.91 per share, respectively ($78.5 million and $77.0 million, respectively). On December 6, 2023, the Company’s Board of Directors approved a cash dividend of $2.06 per share payable on January 9, 2024 to stockholders of record as of December 26, 2023.