Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Oct. 31, 2022 | Dec. 05, 2022 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Oct. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-09614 | |
Entity Registrant Name | Vail Resorts, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 51-0291762 | |
Entity Address, Address Line One | 390 Interlocken Crescent | |
Entity Address, City or Town | Broomfield, | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80021 | |
City Area Code | (303) | |
Local Phone Number | 404-1800 | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | MTN | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 40,323,914 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0000812011 | |
Current Fiscal Year End Date | --07-31 | |
Entity Filer Category | Large Accelerated Filer |
Consolidated Condensed Balance
Consolidated Condensed Balance Sheets - USD ($) $ in Thousands | Oct. 31, 2022 | Jul. 31, 2022 | Oct. 31, 2021 |
Assets | |||
Cash and cash equivalents | $ 1,180,942 | $ 1,107,427 | $ 1,468,380 |
Restricted cash | 20,121 | 18,680 | 14,482 |
Trade receivables, net | 118,491 | 383,425 | 108,988 |
Inventories, net | 139,926 | 108,723 | 103,697 |
Other current assets | 162,187 | 173,277 | 82,307 |
Total current assets | 1,621,667 | 1,791,532 | 1,777,854 |
Property, plant and equipment, net (Note 7) | 2,313,061 | 2,118,052 | 2,062,322 |
Real estate held for sale or investment | 95,608 | 95,983 | 98,833 |
Goodwill, net (Note 7) | 1,688,731 | 1,754,928 | 1,790,531 |
Intangible assets, net | 307,410 | 314,058 | 319,250 |
Operating right-of-use assets | 192,230 | 192,070 | 204,476 |
Other assets | 62,159 | 51,405 | 37,285 |
Total assets | 6,280,866 | 6,318,028 | 6,290,551 |
Liabilities | |||
Accounts payable and accrued liabilities (Note 7) | 1,190,522 | 942,830 | 1,109,652 |
Income taxes payable | 84,372 | 104,275 | 43,377 |
Long-term debt due within one year (Note 5) | 67,811 | 63,749 | 114,795 |
Total current liabilities | 1,342,705 | 1,110,854 | 1,267,824 |
Long-term debt, net (Note 5) | 2,769,698 | 2,670,300 | 2,704,583 |
Operating lease liabilities | 176,585 | 174,567 | 192,328 |
Other long-term liabilities | 234,301 | 246,359 | 243,307 |
Deferred income taxes, net | 205,859 | 268,464 | 216,049 |
Total liabilities | 4,729,148 | 4,470,544 | 4,624,091 |
Commitments and contingencies (Note 9) | |||
Stockholders' Equity | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Preferred stock, $0.01 par value, 25,000 shares authorized, no shares issued and outstanding | $ 0 | $ 0 | $ 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued | 46,789,000 | 46,744,000 | 46,610,000 |
Common stock, $0.01 par value, 100,000 shares authorized, 46,789, 46,744 and 46,610 shares issued, respectively | $ 468 | $ 467 | $ 466 |
Exchangeable Shares Par Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 |
Exchangeable Shares, Shares, Issued | 0 | 3,000 | 34,000 |
Exchangeable shares, $0.01 par value, 0, 3 and 34 shares issued and outstanding, respectively (Note 4) | $ 0 | $ 0 | $ 0 |
Additional paid-in capital | 1,106,813 | 1,184,577 | 1,192,901 |
Accumulated other comprehensive (loss) income | (68,908) | 10,923 | 44,689 |
Retained earnings | $ 705,923 | $ 895,889 | $ 598,826 |
Treasury stock, shares | 6,465,708 | 6,466,000 | 6,161,000 |
Treasury stock, at cost, 6,466, 6,466 and 6,161 shares, respectively (Note 11) | $ (479,417) | $ (479,417) | $ (404,411) |
Total Vail Resorts, Inc. stockholders’ equity | 1,264,879 | 1,612,439 | 1,432,471 |
Noncontrolling interests | 286,839 | 235,045 | 233,989 |
Total stockholders’ equity | 1,551,718 | 1,847,484 | 1,666,460 |
Total liabilities and stockholders’ equity | $ 6,280,866 | $ 6,318,028 | $ 6,290,551 |
Consolidated Condensed Statemen
Consolidated Condensed Statements Of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2022 | Oct. 31, 2021 | |
Net revenue: | ||
Mountain and Lodging services and other | $ 210,386 | $ 121,860 |
Mountain and Lodging retail and dining | 68,948 | 53,401 |
Resort net revenue | 279,334 | 175,261 |
Real Estate Revenue | 113 | 315 |
Revenues | 279,447 | 175,576 |
Operating expense (exclusive of depreciation and amortization shown separately below): | ||
Mountain and Lodging operating expense | 242,286 | 183,725 |
Mountain and Lodging retail and dining cost of products sold | 35,085 | 24,229 |
General and administrative | 98,799 | 77,234 |
Resort operating expense | 376,170 | 285,188 |
Real Estate operating expense | 1,382 | 1,470 |
Total segment operating expense | 377,552 | 286,658 |
Other operating (expense) income: | ||
Depreciation and amortization | (64,614) | (61,489) |
Gain on sale of real property | 0 | 31 |
Change in estimated fair value of contingent consideration (Note 8) | (636) | (2,000) |
(Loss) gain on disposal of fixed assets and other, net | (6) | 8,867 |
Loss from operations | (163,361) | (165,673) |
Mountain equity investment income, net | 346 | 1,514 |
Investment income and other, net | 2,886 | 499 |
Foreign currency (loss) gain on intercompany loans (Note 5) | (6,135) | 831 |
Interest expense, net | (35,302) | (39,545) |
Loss before benefit from income taxes | (201,566) | (202,374) |
Benefit from income taxes | 58,006 | 59,853 |
Net loss | (143,560) | (142,521) |
Net loss attributable to noncontrolling interests | 6,589 | 3,189 |
Net loss attributable to Vail Resorts, Inc. | $ (136,971) | $ (139,332) |
Per share amounts (Note 4): | ||
Basic net loss per share attributable to Vail Resorts, Inc. | $ (3.40) | $ (3.44) |
Diluted net loss per share attributable to Vail Resorts, Inc. | (3.40) | (3.44) |
Cash dividends declared per share | $ 1.91 | $ 0.88 |
Consolidated Condensed Statem_2
Consolidated Condensed Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Oct. 31, 2022 | Oct. 31, 2021 | |
Net loss | $ (143,560) | $ (142,521) |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax | (117,808) | 15,137 |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, after Tax | 8,007 | 4,345 |
Comprehensive loss | (253,361) | (123,039) |
Comprehensive loss attributable to noncontrolling interests | 36,559 | 597 |
Comprehensive loss attributable to Vail Resorts, Inc. | $ (216,802) | $ (122,442) |
Consolidated Condensed Statem_3
Consolidated Condensed Statements of Stockholders' Equity Statement - USD ($) $ in Thousands | Total | Common Stock [Member] | Exchangeable Shares [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Retained Earnings [Member] | Treasury Stock [Member] | Total Vail Resorts, Inc. Stockholders' Equity [Member] | Noncontrolling Interests [Member] |
Balance (Start) at Jul. 31, 2021 | $ 1,829,068 | $ 466 | $ 0 | $ 1,196,993 | $ 27,799 | $ 773,752 | $ (404,411) | $ 1,594,599 | $ 234,469 |
Net Income (Loss) Attributable to Parent | (139,332) | (139,332) | (139,332) | ||||||
Net loss attributable to noncontrolling interests | (3,189) | (3,189) | |||||||
Net loss | (142,521) | ||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax | 15,137 | 12,545 | 12,545 | 2,592 | |||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, after Tax | 4,345 | 4,345 | 4,345 | ||||||
Comprehensive loss attributable to Vail Resorts, Inc. | (122,442) | (122,442) | |||||||
Comprehensive (income) loss attributable to noncontrolling interests | (597) | (597) | |||||||
Total comprehensive income (loss) | (123,039) | ||||||||
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition | 6,425 | 6,425 | 6,425 | ||||||
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | 10,517 | 0 | 10,517 | 10,517 | |||||
Dividends, Common Stock | 35,594 | 35,594 | 35,594 | ||||||
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest, Net of Contributions | (117) | ||||||||
Noncontrolling Interest, Period Increase (Decrease) | (117) | ||||||||
Balance (End) at Oct. 31, 2021 | 1,666,460 | 466 | 0 | 1,192,901 | 44,689 | 598,826 | (404,411) | 1,432,471 | 233,989 |
Balance (Start) at Jul. 31, 2022 | 1,847,484 | 467 | 0 | 1,184,577 | 10,923 | 895,889 | (479,417) | 1,612,439 | 235,045 |
Net Income (Loss) Attributable to Parent | (136,971) | (136,971) | (136,971) | ||||||
Net loss attributable to noncontrolling interests | (6,589) | (6,589) | |||||||
Net loss | (143,560) | ||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax | (117,808) | (87,838) | (87,838) | (29,970) | |||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, after Tax | 8,007 | 8,007 | 8,007 | ||||||
Comprehensive loss attributable to Vail Resorts, Inc. | (216,802) | (216,802) | |||||||
Comprehensive (income) loss attributable to noncontrolling interests | (36,559) | (36,559) | |||||||
Total comprehensive income (loss) | (253,361) | ||||||||
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition | 6,345 | 6,345 | 6,345 | ||||||
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | 4,042 | (1) | 4,043 | 4,042 | |||||
Dividends, Common Stock | 77,018 | 77,018 | 77,018 | ||||||
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt | (56,043) | (80,066) | 24,023 | (56,043) | |||||
Noncontrolling Interest, Increase from Business Combination | 91,524 | 91,524 | |||||||
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest, Net of Contributions | 3,171 | ||||||||
Noncontrolling Interest, Period Increase (Decrease) | 3,171 | ||||||||
Balance (End) at Oct. 31, 2022 | $ 1,551,718 | $ 468 | $ 0 | $ 1,106,813 | $ (68,908) | $ 705,923 | $ (479,417) | $ 1,264,879 | $ 286,839 |
Consolidated Condensed Statem_4
Consolidated Condensed Statements Of Cash Flows $ in Thousands, SFr in Millions | 3 Months Ended | 12 Months Ended | ||
Oct. 31, 2022 USD ($) | Oct. 31, 2021 USD ($) | Jul. 31, 2022 USD ($) | Jul. 31, 2021 USD ($) | |
Cash flows from operating activities: | ||||
Net loss | $ (143,560) | $ (142,521) | ||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||
Depreciation and amortization | 64,614 | 61,489 | ||
Stock-based compensation expense | 6,345 | 6,425 | ||
Deferred income taxes, net | (58,006) | (56,603) | ||
Other non-cash expense (income), net | (2,825) | |||
Other Noncash Expense | 8,615 | |||
Changes in assets and liabilities: | ||||
Trade receivables, net | 264,285 | 236,748 | ||
Inventories, net | (31,924) | (23,105) | ||
Accounts payable and accrued liabilities | 2,508 | 12,164 | ||
Deferred revenue | 279,221 | 286,369 | ||
Income taxes payable - other | (20,460) | (2,198) | ||
Other assets and liabilities, net | (38,647) | (26,922) | ||
Net cash provided by operating activities | 332,991 | 349,021 | ||
Cash flows from investing activities: | ||||
Capital expenditures | (124,099) | (50,130) | ||
Return of deposit for acquisition of business | 114,506 | 0 | $ (114,400) | |
Acquisition of business, net of cash acquired | (38,567) | 0 | ||
Investments in short-term deposits | (86,756) | 0 | ||
Other investing activities, net | 385 | 10,273 | ||
Net cash used in investing activities | (134,531) | (39,857) | ||
Cash flows from financing activities: | ||||
Repayments of borrowings under Vail Holdings Credit Agreement | (15,625) | (15,625) | ||
Repayments of borrowings under Whistler Credit Agreement | 0 | (23,145) | ||
Employee taxes paid for share award exercises | (4,043) | (10,517) | ||
Dividends paid | (77,018) | (35,594) | ||
Other financing activities, net | (7,942) | 147 | ||
Net cash used in financing activities | (104,628) | (84,734) | ||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (18,876) | (142) | ||
Net increase in cash, cash equivalents and restricted cash | 74,956 | 224,288 | ||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 1,201,063 | 1,482,862 | $ 1,126,107 | $ 1,258,574 |
Accrued capital expenditures | $ 21,069 | $ 8,582 |
Organization and Business
Organization and Business | 3 Months Ended |
Oct. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | Organization and Business Vail Resorts, Inc. (“Vail Resorts”) is organized as a holding company and operates through various subsidiaries. Vail Resorts and its subsidiaries (collectively, the “Company”) operate in three business segments: Mountain, Lodging and Real Estate. The Company refers to “Resort” as the combination of the Mountain and Lodging segments. In the Mountain segment, the Company operates the following 41 destination mountain resorts and regional ski areas: *Denotes a destination mountain resort, which generally receives a meaningful portion of skier visits from long-distance travelers, as opposed to the Company’s regional ski areas, which tend to generate skier visits predominantly from their respective local markets. Additionally, the Mountain segment includes ancillary services, primarily including ski school, dining and retail/rental operations, and for the Company’s Australian ski areas, including lodging and transportation operations. In the Lodging segment, the Company owns and/or manages a collection of luxury hotels and condominiums under its RockResorts brand; other strategic lodging properties and a large number of condominiums located in proximity to the Company’s North American mountain resorts; National Park Service (“NPS”) concessioner properties including the Grand Teton Lodge Company (“GTLC”), which operates destination resorts in Grand Teton National Park; a Colorado resort ground transportation company and mountain resort golf courses. Vail Resorts Development Company, a wholly-owned subsidiary, conducts the operations of the Company’s Real Estate segment, which owns, develops and sells real estate in and around the Company’s resort communities. |
Accounting Policies
Accounting Policies | 3 Months Ended |
Oct. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation Consolidated Condensed Financial Statements — In the opinion of the Company, the accompanying Consolidated Condensed Financial Statements reflect all adjustments necessary to state fairly the Company’s financial position, results of operations and cash flows for the interim periods presented. All such adjustments are of a normal recurring nature. Results for interim periods are not indicative of the results for the entire fiscal year, particularly given the significant seasonality to the Company’s operating cycle. The accompanying Consolidated Condensed Financial Statements should be read in conjunction with the audited Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2022. Certain information and footnote disclosures, including significant accounting policies, normally included in fiscal year financial statements prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) have been condensed or omitted. The Consolidated Condensed Balance Sheet as of July 31, 2022 was derived from audited financial statements. Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Fair Value of Financial Instruments — The recorded amounts for cash and cash equivalents, restricted cash, trade receivables, other current assets, accounts payable and accrued liabilities approximate fair value due to their short-term nature. The fair value of amounts outstanding under the Company’s credit agreements and the Employee Housing Bonds (as defined in Note 5, Long-Term Debt) approximate book value due to the variable nature of the interest rate associated with the debt. The recorded amount outstanding under the Company’s NRP Loan (as defined in Note 5, Long-Term Debt), which was assumed by the Company during the three months ended October 31, 2022, approximates fair value as the debt obligation was recorded at estimated fair value in conjunction with the preliminary purchase accounting for the Andermatt-Sedrun acquisition (see Note 6, Acquisitions). The estimated fair values of the 6.25% Notes and the 0.0% Convertible Notes (each as defined in Note 5, Long-Term Debt) are based on quoted market prices (a Level 2 input). The estimated fair value of the EPR Secured Notes (as defined in Note 5, Long-Term Debt) has been estimated using analyses based on current borrowing rates for debt with similar remaining maturities and ratings (a Level 2 input). The carrying values, including any unamortized premium or discount, and estimated fair values of the 6.25% Notes, 0.0% Convertible Notes and EPR Secured Notes as of October 31, 2022 are presented below (in thousands): October 31, 2022 Carrying Value Estimated Fair Value 6.25% Notes $ 600,000 $ 598,302 0.0% Convertible Notes $ 575,000 $ 513,101 EPR Secured Notes $ 133,706 $ 156,893 Recently Issued Accounting Standards Adopted Standards In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The ASU provides optional transition guidance, for a limited time, to companies that have contracts, hedging relationships or other transactions that reference the London Inter-bank Offered Rate (“LIBOR”) or another reference rate which is expected to be discontinued because of reference rate reform. The amendments provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions if certain criteria are met. The amendments in this update are effective as of March 12, 2020 through December 31, 2022. The amendments in this update may be applied as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. All other amendments should be applied on a prospective basis. The Company is party to various interest rate swap agreements that hedge the variable interest rate component of underlying cash flows of $400.0 million in principal amount of its Vail Holdings Credit Agreement (as defined in Note 5, Long-Term Debt), which are designated as cash flow hedges. During the three months ended October 31, 2022, the Company entered into an amendment to its Vail Holdings Credit Agreement (the “Fifth Amendment”) to modify the calculation of interest under the Vail Holdings Credit Agreement from being calculated based on LIBOR to being calculated based on SOFR (see Note 5, Long-Term Debt, for additional information). In association with the Fifth Amendment, the interest rate swaps were also amended to transition from a hedge of LIBOR to a hedge of SOFR. The Company elected certain optional expedients provided by Topic 848, which allowed the Company to not apply certain modification accounting requirements or reassess the previous accounting designation of the interest rate swap agreements as cash flow hedges. In August 2020, the FASB issued ASU 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” which simplifies the guidance in Accounting Standards Codifications (“ASC”) 470-20, “Debt – Debt with Conversion and Other Options.” The guidance removes certain accounting models which required separation of the embedded conversion features from the host contract for convertible instruments, requiring bifurcation only if the convertible debt feature qualifies as a derivative under ASC 815, “Derivatives and Hedging”, or for convertible debt issued at a substantial premium. The guidance also amends the guidance in ASC 815-40, “Derivatives and Hedging – Contracts in Entity’s Own Equity” for certain contracts in an entity’s own equity that are currently accounted for as derivatives. This standard is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years (the Company’s first quarter of the fiscal year ending July 31, 2023). This standard allows for a modified retrospective or fully retrospective method of transition. The Company adopted ASU 2020-06 on August 1, 2022 using the modified retrospective method, and therefore prior period financial information has not been retrospectively adjusted and continues to be reported under the accounting standards in effect for those periods. Upon adoption of the standard, the Company reclassified the previously bifurcated equity component of its 0.0% Convertible Notes (as defined in Note 5, Long-Term Debt) to long-term debt, net, as the convertible option on the 0.0% Convertible Notes does not qualify as a derivatives under ASC 815 nor were the 0.0% Convertible Notes issued at a substantial premium. This reclassification was partially offset by an increase to retained earnings for the previously recognized non-cash interest expense, net of tax that had been recorded as a result of amortization of the previously recorded debt discount. The adoption of this new guidance eliminates the recognition of non-cash interest expense to be recognized in future periods due to removal of the debt discount associated with the 0.0% Convertible Notes. The impact of adoption of ASU 2020-06 on the Consolidated Condensed Balance Sheet as of adoption date was as follows (in thousands): As of August 1, 2022 Balance Sheet Balances without the Adoption of ASU 2020-06 Adjustments Balances with the adoption of ASU 2020-06 Liabilities Long term debt, net $ 2,670,300 $ 74,822 $ 2,745,122 Deferred income taxes, net $ 268,464 $ (18,779) $ 249,685 Stockholders’ equity Additional paid-in capital $ 1,184,577 $ (80,066) $ 1,104,511 Retained earnings $ 895,889 $ 24,023 $ 919,912 ASU 2020-06 also prohibits the use of the treasury stock method for convertible instruments for the purposes of calculating diluted earnings per share (“EPS”) and instead requires application of the if-converted method. Under the if-converted method, diluted EPS will generally be calculated assuming that all of the convertible debt instruments were converted solely into shares of common stock at the beginning of the reporting period unless the result would be anti-dilutive. Pursuant to the terms of the 0.0% Convertible Notes, the principal amount of the 0.0% Convertible Notes is required to be paid in cash and only the premium due upon conversion, if any, is permitted to be settled in shares, cash or a combination of shares and cash. Consequently, for the Company the if-converted method would produce a similar result as the treasury stock method, which was utilized for the calculation of diluted EPS prior to the adoption of ASU 2020-06 for the 0.0% Convertible Notes. |
Accounting Standards Update and Change in Accounting Principle [Text Block] | Recently Issued Accounting Standards Adopted Standards In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The ASU provides optional transition guidance, for a limited time, to companies that have contracts, hedging relationships or other transactions that reference the London Inter-bank Offered Rate (“LIBOR”) or another reference rate which is expected to be discontinued because of reference rate reform. The amendments provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions if certain criteria are met. The amendments in this update are effective as of March 12, 2020 through December 31, 2022. The amendments in this update may be applied as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. All other amendments should be applied on a prospective basis. The Company is party to various interest rate swap agreements that hedge the variable interest rate component of underlying cash flows of $400.0 million in principal amount of its Vail Holdings Credit Agreement (as defined in Note 5, Long-Term Debt), which are designated as cash flow hedges. During the three months ended October 31, 2022, the Company entered into an amendment to its Vail Holdings Credit Agreement (the “Fifth Amendment”) to modify the calculation of interest under the Vail Holdings Credit Agreement from being calculated based on LIBOR to being calculated based on SOFR (see Note 5, Long-Term Debt, for additional information). In association with the Fifth Amendment, the interest rate swaps were also amended to transition from a hedge of LIBOR to a hedge of SOFR. The Company elected certain optional expedients provided by Topic 848, which allowed the Company to not apply certain modification accounting requirements or reassess the previous accounting designation of the interest rate swap agreements as cash flow hedges. In August 2020, the FASB issued ASU 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” which simplifies the guidance in Accounting Standards Codifications (“ASC”) 470-20, “Debt – Debt with Conversion and Other Options.” The guidance removes certain accounting models which required separation of the embedded conversion features from the host contract for convertible instruments, requiring bifurcation only if the convertible debt feature qualifies as a derivative under ASC 815, “Derivatives and Hedging”, or for convertible debt issued at a substantial premium. The guidance also amends the guidance in ASC 815-40, “Derivatives and Hedging – Contracts in Entity’s Own Equity” for certain contracts in an entity’s own equity that are currently accounted for as derivatives. This standard is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years (the Company’s first quarter of the fiscal year ending July 31, 2023). This standard allows for a modified retrospective or fully retrospective method of transition. The Company adopted ASU 2020-06 on August 1, 2022 using the modified retrospective method, and therefore prior period financial information has not been retrospectively adjusted and continues to be reported under the accounting standards in effect for those periods. Upon adoption of the standard, the Company reclassified the previously bifurcated equity component of its 0.0% Convertible Notes (as defined in Note 5, Long-Term Debt) to long-term debt, net, as the convertible option on the 0.0% Convertible Notes does not qualify as a derivatives under ASC 815 nor were the 0.0% Convertible Notes issued at a substantial premium. This reclassification was partially offset by an increase to retained earnings for the previously recognized non-cash interest expense, net of tax that had been recorded as a result of amortization of the previously recorded debt discount. The adoption of this new guidance eliminates the recognition of non-cash interest expense to be recognized in future periods due to removal of the debt discount associated with the 0.0% Convertible Notes. The impact of adoption of ASU 2020-06 on the Consolidated Condensed Balance Sheet as of adoption date was as follows (in thousands): As of August 1, 2022 Balance Sheet Balances without the Adoption of ASU 2020-06 Adjustments Balances with the adoption of ASU 2020-06 Liabilities Long term debt, net $ 2,670,300 $ 74,822 $ 2,745,122 Deferred income taxes, net $ 268,464 $ (18,779) $ 249,685 Stockholders’ equity Additional paid-in capital $ 1,184,577 $ (80,066) $ 1,104,511 Retained earnings $ 895,889 $ 24,023 $ 919,912 ASU 2020-06 also prohibits the use of the treasury stock method for convertible instruments for the purposes of calculating diluted earnings per share (“EPS”) and instead requires application of the if-converted method. Under the if-converted method, diluted EPS will generally be calculated assuming that all of the convertible debt instruments were converted solely into shares of common stock at the beginning of the reporting period unless the result would be anti-dilutive. Pursuant to the terms of the 0.0% Convertible Notes, the principal amount of the 0.0% Convertible Notes is required to be paid in cash and only the premium due upon conversion, if any, is permitted to be settled in shares, cash or a combination of shares and cash. Consequently, for the Company the if-converted method would produce a similar result as the treasury stock method, which was utilized for the calculation of diluted EPS prior to the adoption of ASU 2020-06 for the 0.0% Convertible Notes. |
Revenue (Notes)
Revenue (Notes) | 3 Months Ended |
Oct. 31, 2022 | |
Revenue [Abstract] | |
Revenue from Contract with Customer [Text Block] | Disaggregation of Revenues The following table presents net revenues disaggregated by segment and major revenue type for the three months ended October 31, 2022 and 2021 (in thousands): Three Months Ended October 31, 2022 2021 Mountain net revenue: Lift $ 59,540 $ 14,329 Ski School 8,927 1,473 Dining 19,442 12,520 Retail/Rental 40,344 28,376 Other 73,464 52,602 Total Mountain net revenue $ 201,717 $ 109,300 Lodging net revenue: Owned hotel rooms $ 23,565 $ 21,483 Managed condominium rooms 12,859 13,084 Dining 16,829 10,275 Golf 5,890 5,109 Other 14,797 14,269 73,940 64,220 Payroll cost reimbursements 3,677 1,741 Total Lodging net revenue $ 77,617 $ 65,961 Total Resort net revenue $ 279,334 $ 175,261 Total Real Estate net revenue 113 315 Total net revenue $ 279,447 $ 175,576 Contract Balances Deferred revenue balances of a short-term nature were $787.5 million and $511.3 million as of October 31, 2022 and July 31, 2022, respectively. For the three months ended October 31, 2022, the Company recognized approximately $54.5 million of revenue that was included in the deferred revenue balance as of July 31, 2022. Deferred revenue balances of a long-term nature, comprised primarily of long-term private club initiation fee revenue, were $115.6 million and $117.2 million as of October 31, 2022 and July 31, 2022, respectively. As of October 31, 2022, the weighted average remaining period over which revenue for unsatisfied performance obligations on long-term private club contracts will be recognized was approximately 15 years. Trade receivables, net were $118.5 million and $383.4 million as of October 31, 2022 and July 31, 2022, respectively. Costs to Obtain Contracts with Customers As of October 31, 2022, $19.7 million of costs to obtain contracts with customers were recorded within other current assets on the Company’s Consolidated Condensed Balance Sheet. The amounts capitalized are subject to amortization generally beginning in the second quarter of fiscal 2023, commensurate with the revenue recognized for related pass products, and will be recorded within Mountain and Lodging operating expenses on the Company’s Consolidated Condensed Statement of Operations. |
Net Income Per Common Share
Net Income Per Common Share | 3 Months Ended |
Oct. 31, 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 October 31, 2022 and 2021 (in thousands, except per share amounts): Three Months Ended October 31, 2022 2021 Basic Diluted Basic Diluted Net loss per share: Net loss attributable to Vail Resorts $ (136,971) $ (136,971) $ (139,332) $ (139,332) Weighted-average Vail Shares outstanding 40,296 40,296 40,414 40,414 Weighted-average Exchangeco Shares outstanding 2 2 34 34 Total Weighted-average shares outstanding 40,298 40,298 40,448 40,448 Effect of dilutive securities — — — — Total shares 40,298 40,298 40,448 40,448 Net loss per share attributable to Vail Resorts $ (3.40) $ (3.40) $ (3.44) $ (3.44) 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 0.2 million and 0.5 million for the three months ended October 31, 2022 and 2021, 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”) 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 October 31, 2022, 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 October 31, 2022 and 2021 (in thousands, except per share amounts): Three Months Ended October 31, 2022 2021 Basic Diluted Basic Diluted Net loss per share: Net loss attributable to Vail Resorts $ (136,971) $ (136,971) $ (139,332) $ (139,332) Weighted-average Vail Shares outstanding 40,296 40,296 40,414 40,414 Weighted-average Exchangeco Shares outstanding 2 2 34 34 Total Weighted-average shares outstanding 40,298 40,298 40,448 40,448 Effect of dilutive securities — — — — Total shares 40,298 40,298 40,448 40,448 Net loss per share attributable to Vail Resorts $ (3.40) $ (3.40) $ (3.44) $ (3.44) 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 0.2 million and 0.5 million for the three months ended October 31, 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 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, 2022 and 2021, 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, 2022 and 2021, the Company paid cash dividends of $1.91 and $0.88 per share, respectively ($77.0 million and $35.6 million, respectively, including cash dividends paid to Exchangeco shareholders). On December 7, 2022, the Company’s Board of Directors approved a cash dividend of $1.91 per share payable on January 10, 2023 to stockholders of record as of December 27, 2022. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Oct. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Long-term debt, net as of October 31, 2022, July 31, 2022 and October 31, 2021 is summarized as follows (in thousands): Maturity October 31, 2022 July 31, 2022 October 31, 2021 Vail Holdings Credit Agreement term loan (a) 2026 $ 1,062,500 $ 1,078,125 $ 1,125,000 Vail Holdings Credit Agreement revolver (a) 2026 — — — 6.25% Notes 2025 600,000 600,000 600,000 0.0% Convertible Notes (b) 2026 575,000 575,000 575,000 Whistler Credit Agreement revolver (c) 2026 11,011 11,717 21,794 EPR Secured Notes (d) 2034-2036 114,162 114,162 114,162 EB-5 Development Notes 2021 — — 51,500 NRP Loan (e) 2036 36,430 — — Employee housing bonds 2027-2039 52,575 52,575 52,575 Canyons obligation 2063 359,052 357,607 353,266 Other 2022-2036 36,587 17,860 17,772 Total debt 2,847,317 2,807,046 2,911,069 Less: Unamortized premiums, discounts and debt issuance costs (b) 9,808 72,997 91,691 Less: Current maturities (f) 67,811 63,749 114,795 Long-term debt, net $ 2,769,698 $ 2,670,300 $ 2,704,583 (a) On August 31, 2022, Vail Holdings, Inc. (“VHI”) entered into the Fifth Amendment to the Vail Holdings Credit Agreement, which extended the maturity date to September 23, 2026. Additionally, the Fifth Amendment contains customary LIBOR replacement language, including, but not limited to, the use of rates based on the secured overnight financing rate (“SOFR”). SOFR is a broad measure of the cost of borrowing cash in the overnight U.S. Treasury repo market and is administered by the Federal Reserve Bank of New York. The Fifth Amendment modified the calculation of interest under the Vail Holdings Credit Agreement from being calculated based on LIBOR to being calculated based on SOFR. No other material terms of the Vail Holdings Credit Agreement were amended. The Company is party to various interest rate swap agreements which hedge the SOFR-based variable interest rate component of underlying cash flows of $400.0 million in principal amount of its Vail Holdings Credit Agreement until September 23, 2024. In association with the Fifth Amendment, these interest rate swaps were amended to transition from a hedge of LIBOR to a hedge of SOFR. As of October 31, 2022, the Vail Holdings Credit Agreement consists of a $500.0 million revolving credit facility and a term loan facility with $1.1 billion outstanding. The term loan facility is subject to quarterly amortization of principal of approximately $15.6 million, in equal installments, for a total of 5% of principal payable in each year and the final payment of all amounts outstanding, plus accrued and unpaid interest due in September 2026. The proceeds of the loans made under the Vail Holdings Credit Agreement may be used to fund the Company’s working capital needs, capital expenditures, acquisitions, investments and other general corporate purposes, including the issuance of letters of credit. Borrowings under the Vail Holdings Credit Agreement, including the term loan facility, bear interest annually at SOFR plus a spread of 0.1% plus 1.25% as of October 31, 2022 (5.08% as of October 31, 2022). Interest rate margins may fluctuate based upon the ratio of the Company’s Net Funded Debt to Adjusted EBITDA on a trailing four-quarter basis. The Vail Holdings Credit Agreement also includes a quarterly unused commitment fee, which is equal to a percentage determined by the Net Funded Debt to Adjusted EBITDA ratio, as each such term is defined in the Vail Holdings Credit Agreement, multiplied by the daily amount by which the Vail Holdings Credit Agreement commitment exceeds the total of outstanding loans and outstanding letters of credit (0.25% as of October 31, 2022). (b) The Company issued $575.0 million in aggregate principal amount of 0.0% Convertible Notes due 2026 (the “0.0% Convertible Notes) under an indenture dated December 18, 2020. Under previous accounting guidance, the Company bifurcated the proceeds of the 0.0% Convertible Notes by estimating the fair value of the 0.0% Convertible Notes at issuance and allocating that portion to long-term debt, net, with the excess being recorded within additional paid-in capital. The Company adopted ASU 2020-06 on August 1, 2022 using the modified retrospective method, and as a result, the Company reclassified the equity component of its 0.0% Convertible Notes to long-term debt, net, and will no longer record non-cash interest expense related to the amortization of the debt discount. Refer to Note 2, Summary of Significant Accounting Policies, for further information on ASU 2020-06. As of October 31, 2022, the conversion price of the 0.0% Convertible Notes, adjusted for cash dividends paid since the issuance date, was $395.11. (c) Whistler Mountain Resort Limited Partnership (“Whistler LP”) and Blackcomb Skiing Enterprises Limited Partnership (“Blackcomb LP”), together “The WB Partnerships,” are party to a credit agreement, dated as of November 12, 2013 (as amended, the “Whistler Credit Agreement”), by and among Whistler LP, Blackcomb LP, certain subsidiaries of Whistler LP and Blackcomb LP party thereto as guarantors (the “Whistler Subsidiary Guarantors”), the financial institutions party thereto as lenders and The Toronto-Dominion Bank, as administrative agent. The Whistler Credit Agreement consists of a C$300.0 million revolving credit facility. As of October 31, 2022, all borrowings under the Whistler Credit Agreement were made in Canadian dollars and by way of the issuance of bankers’ acceptances plus 1.75% (approximately 5.98% as of October 31, 2022). The Whistler Credit Agreement also includes a quarterly unused commitment fee based on the Consolidated Total Leverage Ratio, which as of October 31, 2022 is equal to 0.39% per annum. (d) On September 24, 2019, in conjunction with the acquisition of Peak Resorts, Inc. (”Peak Resorts”), the Company assumed various secured borrowings (the “EPR Secured Notes”) under the master credit and security agreements and other related agreements, as amended, (collectively, the “EPR Agreements”) with EPT Ski Properties, Inc. and its affiliates (“EPR”). The EPR Secured Notes include the following: i. The Alpine Valley Secured Note. The $4.6 million Alpine Valley Secured Note provides for interest payments through its maturity on December 1, 2034. As of October 31, 2022, interest on this note accrued at a rate of 11.55%. ii. The Boston Mills/Brandywine Secured Note. The $23.3 million Boston Mills/Brandywine Secured Note provides for interest payments through its maturity on December 1, 2034. As of October 31, 2022, interest on this note accrued at a rate of 11.24%. iii. The Jack Frost/Big Boulder Secured Note. The $14.3 million Jack Frost/Big Boulder Secured Note provides for interest payments through its maturity on December 1, 2034. As of October 31, 2022, interest on this note accrued at a rate of 11.24%. iv. The Mount Snow Secured Note. The $51.1 million Mount Snow Secured Note provides for interest payments through its maturity on December 1, 2034. As of October 31, 2022, interest on this note accrued at a rate of 12.14%. v. The Hunter Mountain Secured Note. The $21.0 million Hunter Mountain Secured Note provides for interest payments through its maturity on January 5, 2036. As of October 31, 2022, interest on this note accrued at a rate of 8.88%. In addition, Peak Resorts is required to maintain a debt service reserve account which amounts are applied to fund interest payments and other amounts due and payable to EPR. As of October 31, 2022, the Company had funded the EPR debt service reserve account in an amount equal to approximately $2.1 million, which was included in other current assets in the Company’s Consolidated Condensed Balance Sheet. (e) On August 3, 2022 in conjunction with the acquisition of Andermatt-Sedrun (see Note 6, Acquisitions), the Company assumed the New Regional Policy loan between Andermatt-Sedrun and the Canton of Uri and Canton of Graubünden dated June 24, 2016 (the “NRP Loan”), with an initial principal balance of CHF 40.0 million. Amounts outstanding under the NRP Loan bear interest at 0.63% per annum until the maturity date, which is September 30, 2036, with semi-annual required payments of principal amortization and accrued interest. In addition, the NRP Loan agreement includes restrictive covenants requiring certain minimum financial results (as defined in the agreement). (f) Current maturities represent principal payments due in the next 12 months. Aggregate maturities of debt outstanding as of October 31, 2022 reflected by fiscal year (August 1 through July 31) are as follows (in thousands): Total 2023 (November 2022 through July 2023) $ 57,111 2024 69,054 2025 668,394 2026 642,712 2027 855,036 Thereafter 555,010 Total debt $ 2,847,317 The Company recorded interest expense of $35.3 million and $39.5 million for the three months ended October 31, 2022 and 2021, respectively, of which $1.6 million and $1.4 million, respectively, was amortization of deferred financing costs. The Company was in compliance with all of its financial and operating covenants required to be maintained under its debt instruments for all periods presented. In connection with the acquisition of Whistler Blackcomb, VHI funded a portion of the purchase price through an intercompany loan to Whistler Blackcomb of $210.0 million, which was effective as of November 1, 2016, and requires foreign currency remeasurement to Canadian dollars, the functional currency for Whistler Blackcomb. As a result, foreign currency fluctuations associated with the loan are recorded within the Company’s results of operations. The Company recognized approximately $(6.1) million and $0.8 million, respectively, of non-cash foreign currency (losses) gains on the intercompany loan to Whistler Blackcomb for the three months ended October 31, 2022 and 2021 on the Company’s Consolidated Condensed Statements of Operations. |
Business Combinations and Asset
Business Combinations and Asset Acquisitions | 3 Months Ended |
Oct. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Andermatt-Sedrun On August 3, 2022, through a wholly-owned subsidiary, the Company acquired a 55% controlling interest in Andermatt-Sedrun Sport AG (“Andermatt-Sedrun”) from Andermatt Swiss Alps AG (“ASA”). The consideration paid consisted of an investment of $114.4 million (CHF 110.0 million) into Andermatt-Sedrun for use in capital investments to enhance the guest experience on mountain (which was prepaid to fund the acquisition and was recorded in other current assets on the Company’s Consolidated Condensed Balance Sheet as of July 31, 2022) and $41.3 million (CHF 39.3 million) paid to ASA (which was paid on August 3, 2022, commensurate with closing). As of August 3, 2022 the total fair value of the consideration paid was $155.4 million (CHF 149.3 million). Andermatt-Sedrun operates mountain and ski-related assets, including lifts, most of the restaurants and a ski school operation at the ski area. Ski operations are conducted on land owned by ASA as freehold or leasehold properties, land owned by Usern Corporation, land owned by the municipality of Tujetsch and land owned by private property owners. ASA retained a 40% ownership stake, with a group of existing shareholders comprising the remaining 5% ownership stake. ASA and the other noncontrolling economic interests contain certain protective rights pursuant to a shareholder agreement (the “Andermatt Agreement”) and no ability to participate in the day-to-day operations of Andermatt-Sedrun. The Andermatt Agreement provides that no dividend distributions be made by Andermatt-Sedrun until the end of the fiscal year ending July 31, 2026, after which time there shall be annual distributions of 50% of the available cash (as defined in the Andermatt Agreement) for the most recently completed fiscal year. In addition, the distribution rights are non-transferable and transfer of the noncontrolling interests are limited. The following summarizes the purchase consideration and the preliminary purchase price allocation to estimated fair values of the identifiable assets acquired and liabilities assumed at the date the transaction was effective (in thousands): Acquisition Date Estimated Fair Value Total cash consideration paid by Vail Resorts, Inc. $ 155,365 Estimated fair value of noncontrolling interests 91,524 Total estimated purchase consideration $ 246,889 Allocation of total estimated purchase consideration: Current assets $ 119,867 Property, plant and equipment 176,805 Goodwill 1,363 Identifiable intangible assets and other assets 7,476 Assumed long-term debt (44,130) Other liabilities (14,492) Net assets acquired $ 246,889 Identifiable intangible assets acquired in the transaction were primarily related to a trade name. The process of estimating the fair value of the property, plant, and equipment includes the use of certain estimates and assumptions related to replacement cost and physical condition at the time of acquisition. The excess of the purchase price over the aggregate estimated fair values of the assets acquired and liabilities assumed was recorded as goodwill. The goodwill recognized is attributable primarily to expected synergies, the assembled workforce of the resorts and other factors, and is not expected to be deductible for income tax purposes. The operating results of Andermatt-Sedrun are reported within the Mountain segment prospectively from the date of acquisition. Seven Springs Mountain Resort, Hidden Valley Resort & Laurel Mountain Ski Area On December 31, 2021, the Company, through a wholly-owned subsidiary, acquired Seven Springs Mountain Resort, Hidden Valley Resort and Laurel Mountain Ski Area (together, the “Seven Springs Resorts”) in Pennsylvania from Seven Springs Mountain Resort, Inc. and its affiliates for a cash purchase price of approximately $116.5 million, after adjustments for certain agreed-upon terms, which the Company funded with cash on hand. The acquisition included the mountain operations of the resorts, including base area skier services (food and beverage, retail and rental, lift ticket offices and ski and snowboard school facilities), as well as a hotel, conference center and other related operations. The following summarizes the purchase consideration and the preliminary purchase price allocation to estimated fair values of the identifiable assets acquired and liabilities assumed at the date the transaction was effective (in thousands): Acquisition Date Estimated Fair Value Current assets $ 2,932 Property, plant and equipment 118,415 Goodwill 4,991 Identifiable intangible assets and other assets 5,335 Liabilities (15,172) Net assets acquired $ 116,501 Identifiable intangible assets acquired in the transaction were primarily related to advanced lodging bookings and trade names. The process of estimating the fair value of the property, plant, and equipment includes the use of certain estimates and assumptions related to replacement cost and physical condition at the time of acquisition. The excess of the purchase price over the aggregate estimated fair values of the assets acquired and liabilities assumed was recorded as goodwill. The goodwill recognized is attributable primarily to expected synergies, the assembled workforce of the resorts and other factors, and is not expected to be deductible for income tax purposes. The Company recognized $2.8 million of acquisition related expenses associated with the transaction within Mountain and Lodging operating expense for the year ended July 31, 2022. The operating results of the acquired resorts are reported within the Mountain and Lodging segments prospectively from the date of acquisition. |
Supplementary Balance Sheet Inf
Supplementary Balance Sheet Information | 3 Months Ended |
Oct. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Supplementary Balance Sheet Information | Supplementary Balance Sheet Information The composition of property, plant and equipment follows (in thousands): October 31, 2022 July 31, 2022 October 31, 2021 Land and land improvements $ 780,977 $ 763,432 $ 757,625 Buildings and building improvements 1,574,931 1,545,571 1,492,863 Machinery and equipment 1,594,588 1,505,236 1,422,110 Furniture and fixtures 316,350 307,867 309,119 Software 139,522 138,058 123,228 Vehicles 82,239 81,927 80,921 Construction in progress 221,990 127,282 113,854 Gross property, plant and equipment 4,710,597 4,469,373 4,299,720 Accumulated depreciation (2,397,536) (2,351,321) (2,237,398) Property, plant and equipment, net $ 2,313,061 $ 2,118,052 $ 2,062,322 The composition of accounts payable and accrued liabilities follows (in thousands): October 31, 2022 July 31, 2022 October 31, 2021 Trade payables $ 162,366 $ 151,263 $ 116,501 Deferred revenue 787,514 511,306 743,809 Accrued salaries, wages and deferred compensation 41,239 64,570 43,773 Accrued benefits 44,008 45,202 45,439 Deposits 35,491 37,731 43,875 Operating lease liabilities 35,331 34,218 36,036 Other liabilities 84,573 98,540 80,219 Total accounts payable and accrued liabilities $ 1,190,522 $ 942,830 $ 1,109,652 The changes in the net carrying amount of goodwill allocated between the Company’s segments for the three months ended October 31, 2022 are as follows (in thousands): Mountain Lodging Goodwill, net Balance at July 31, 2022 $ 1,709,922 $ 45,006 $ 1,754,928 Acquisition 1,363 — 1,363 Effects of changes in foreign currency exchange rates (67,560) — (67,560) Balance at October 31, 2022 $ 1,643,725 $ 45,006 $ 1,688,731 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Oct. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value MeasurementsThe Company utilizes FASB-issued fair value guidance that establishes how reporting entities should measure fair value for measurement and disclosure purposes. The guidance establishes a common definition of fair value applicable to all assets and liabilities measured at fair value and prioritizes the inputs into valuation techniques used to measure fair value. Accordingly, the Company uses valuation techniques which maximize the use of observable inputs and minimize the use of unobservable inputs when determining fair value. The three levels of the hierarchy are as follows: Level 1: Inputs that reflect unadjusted quoted prices in active markets that are accessible to the Company for identical assets or liabilities; Level 2: Inputs include quoted prices for similar assets and liabilities in active and inactive markets or that are observable for the asset or liability either directly or indirectly; and Level 3: Unobservable inputs which are supported by little or no market activity. The table below summarizes the Company’s cash equivalents, other current assets, interest rate swaps and Contingent Consideration (defined below) measured at estimated fair value (all other assets and liabilities measured at fair value are immaterial) (in thousands). Estimated Fair Value Measurement as of October 31, 2022 Description Total Level 1 Level 2 Level 3 Assets: Money Market $ 509,165 $ 509,165 $ — $ — Commercial Paper $ 2,401 $ — $ 2,401 $ — Certificates of Deposit $ 106,790 $ — $ 106,790 $ — Interest Rate Swaps $ 22,991 $ — $ 22,991 $ — Liabilities: Contingent Consideration $ 24,100 $ — $ — $ 24,100 Estimated Fair Value Measurement as of July 31, 2022 Description Total Level 1 Level 2 Level 3 Assets: Money Market $ 505,901 $ 505,901 $ — $ — Commercial Paper $ 2,401 $ — $ 2,401 $ — Certificates of Deposit $ 9,473 $ — $ 9,473 $ — Interest Rate Swaps $ 12,301 $ — $ 12,301 $ — Liabilities: Contingent Consideration $ 42,400 $ — $ — $ 42,400 Estimated Fair Value Measurement as of October 31, 2021 Description Total Level 1 Level 2 Level 3 Assets: Money Market $ 504,064 $ 504,064 $ — $ — Commercial Paper $ 2,401 $ — $ 2,401 $ — Certificates of Deposit $ 9,984 $ — $ 9,984 $ — Liabilities: Interest Rate Swaps $ 5,348 $ — $ 5,348 $ — Contingent Consideration $ 24,100 $ — $ — $ 24,100 The Company’s cash equivalents, other current assets and interest rate swaps are measured utilizing quoted market prices or pricing models whereby all significant inputs are either observable or corroborated by observable market data. The estimated fair value of the interest rate swaps are included within other assets on the Company’s Consolidated Condensed Balance Sheet as of October 31, 2022 and July 31, 2022, and included within other long-term liabilities as of October 31, 2021. The changes in Contingent Consideration during the three months ended October 31, 2022 and 2021 were as follows (in thousands): Balance as of July 31, 2022 and 2021, respectively $ 42,400 $ 29,600 Payments (18,936) (7,500) Change in estimated fair value 636 2,000 Balance as of October 31, 2022 and 2021, respectively $ 24,100 $ 24,100 The lease for Park City provides for participating contingent payments (the “Contingent Consideration”) to the landlord of 42% of the amount by which EBITDA for the Park City resort operations, as calculated under the lease, exceeds approximately $35 million, as established at the transaction date, with such threshold amount subsequently increased annually by an inflation linked index and a 10% adjustment for any capital improvements or investments made under the lease by the Company. The estimated fair value of Contingent Consideration includes the future period resort operations of Park City in the calculation of EBITDA on which participating contingent payments are made, which is determined on the basis of estimated subsequent year performance, escalated by an assumed growth factor. The Company estimated the fair value of the Contingent Consideration payments using an option pricing valuation model. Key assumptions included a discount rate of 11.1%, volatility of 17.0% and future period Park City EBITDA, which are unobservable inputs and thus are considered Level 3 inputs. The Company prepared a sensitivity analysis to evaluate the effect that changes on certain key assumptions would have on the estimated fair value of the Contingent Consideration. A change in the discount rate of 100 basis points or a 5% change in estimated subsequent year performance of the resort would result in a change in the estimated fair value within the range of approximately $3.2 million to $6.0 million. Contingent Consideration is classified as a liability, which is remeasured to fair value at each reporting date until the contingency is resolved. During the three months ended October 31, 2022, the Company made a payment to the landlord for Contingent Consideration of approximately $18.9 million and recorded an increase of approximately $0.6 million. These changes resulted in an estimated fair value of the Contingent Consideration of approximately $24.1 million, which is reflected in other long-term liabilities in the Company’s Consolidated Condensed Balance Sheet. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Oct. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Metropolitan Districts The Company credit-enhances $6.3 million of bonds issued by Holland Creek Metropolitan District (“HCMD”) through a $6.4 million letter of credit issued under the Vail Holdings Credit Agreement. HCMD’s bonds were issued and used to build infrastructure associated with the Company’s Red Sky Ranch residential development. The Company has agreed to pay capital improvement fees to the Red Sky Ranch Metropolitan District (“RSRMD”) until RSRMD’s revenue streams from property taxes are sufficient to meet debt service requirements under HCMD’s bonds. The Company has recorded a liability of $1.7 million, $1.8 million and $1.9 million primarily within other long-term liabilities in the accompanying Consolidated Condensed Balance Sheets, as of October 31, 2022, July 31, 2022 and October 31, 2021, respectively, with respect to the estimated present value of future RSRMD capital improvement fees. The Company estimates it will make capital improvement fee payments under this arrangement through the fiscal year ending July 31, 2031. Guarantees/Indemnifications As of October 31, 2022, the Company had various letters of credit outstanding totaling $80.0 million, consisting of $53.4 million to support the Employee Housing Bonds and $26.6 million primarily for workers’ compensation, a wind energy purchase agreement and insurance-related deductibles. The Company also had surety bonds of $13.2 million as of October 31, 2022, primarily to provide collateral for its U.S. workers compensation self-insurance programs. In addition to the guarantees noted above, the Company has entered into contracts in the normal course of business that include certain indemnifications under which it could be required to make payments to third parties upon the occurrence or non-occurrence of certain future events. These indemnities include indemnities related to licensees in connection with third-parties’ use of the Company’s trademarks and logos, liabilities associated with the infringement of other parties’ technology and software products, liabilities associated with the use of easements, liabilities associated with employment of contract workers and the Company’s use of trustees, and liabilities associated with the Company’s use of public lands and environmental matters. The duration of these indemnities generally is indefinite and generally do not limit the future payments the Company could be obligated to make. As permitted under applicable law, the Company and certain of its subsidiaries have agreed to indemnify their directors and officers over their lifetimes for certain events or occurrences while the officer or director is, or was, serving the Company or its subsidiaries in such a capacity. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has a director and officer insurance policy that should enable the Company to recover a portion of any amounts paid. Unless otherwise noted, the Company has not recorded any significant liabilities for the letters of credit, indemnities and other guarantees noted above in the accompanying Consolidated Condensed Financial Statements, either because the Company has recorded on its Consolidated Condensed Balance Sheets the underlying liability associated with the guarantee, the guarantee is with respect to the Company’s own performance and is therefore not subject to the measurement requirements as prescribed by GAAP, or because the Company has calculated the estimated fair value of the indemnification or guarantee to be immaterial based on the current facts and circumstances that would trigger a payment under the indemnification clause. In addition, with respect to certain indemnifications, it is not possible to determine the maximum potential amount of liability under these potential obligations due to the unique set of facts and circumstances likely to be involved in each particular claim and indemnification provision. Historically, payments made by the Company under these obligations have not been material. As noted above, the Company makes certain indemnifications to licensees for their use of the Company’s trademarks and logos. The Company does not record any liabilities with respect to these indemnifications. Additionally, the Company has entered into strategic long-term season pass alliance agreements with third-party mountain resorts in which the Company has committed to pay minimum revenue guarantees over the remaining terms of these agreements. Self-Insurance The Company is self-insured for claims under its U.S. health benefit plans and for the majority of workers’ compensation claims in the U.S. Workers compensation claims in the U.S. are subject to stop loss policies. The self-insurance liability related to workers’ compensation is determined actuarially based on claims filed. The self-insurance liability related to claims under the Company’s U.S. health benefit plans is determined based on analysis of actual claims. The amounts related to these claims are included as a component of accrued benefits in accounts payable and accrued liabilities (see Note 7, Supplementary Balance Sheet Information). Legal The Company is a party to various lawsuits arising in the ordinary course of business. Management believes the Company has adequate insurance coverage and/or has accrued for all loss contingencies for asserted and unasserted matters deemed to be probable and estimable losses. As of October 31, 2022, July 31, 2022 and October 31, 2021, the accruals for the above loss contingencies were not material individually or in the aggregate. |
Segment Information
Segment Information | 3 Months Ended |
Oct. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company has three reportable segments: Mountain, Lodging and Real Estate. The Company refers to “Resort” as the combination of the Mountain and Lodging segments. The Mountain segment includes the operations of the Company’s mountain resorts/ski areas and related ancillary activities. The Lodging segment includes the operations of the Company’s owned hotels, RockResorts, NPS concessioner properties, condominium management, Colorado resort ground transportation operations and mountain resort golf operations. The Real Estate segment owns, develops and sells real estate in and around the Company’s resort communities. The Company’s reportable segments, although integral to the success of the others, offer distinctly different products and services and require different types of management focus. As such, these segments are managed separately. The Company reports its segment results using Reported EBITDA (defined as segment net revenue less segment operating expenses, plus segment equity investment income or loss, and for the Real Estate segment, plus gain or loss on sale of real property). The Company reports segment results in a manner consistent with management’s internal reporting of operating results to the chief operating decision maker (Chief Executive Officer) for purposes of evaluating segment performance. Items excluded from Reported EBITDA are significant components in understanding and assessing financial performance. Reported EBITDA should not be considered in isolation or as an alternative to, or substitute for, net loss, net change in cash and cash equivalents or other financial statement data presented in the accompanying Consolidated Condensed Financial Statements as indicators of financial performance or liquidity. The Company utilizes Reported EBITDA in evaluating the performance of the Company and in allocating resources to its segments. Mountain Reported EBITDA consists of Mountain net revenue less Mountain operating expense plus Mountain equity investment income or loss. Lodging Reported EBITDA consists of Lodging net revenue less Lodging operating expense. Real Estate Reported EBITDA consists of Real Estate net revenue less Real Estate operating expense plus gain or loss on sale of real property. All segment expenses include an allocation of corporate administrative expense. Assets are not used to evaluate performance, except as shown in the table below. The accounting policies specific to each segment are the same as those described in Note 2, Summary of Significant Accounting Policies. The following table presents financial information by reportable segment, which is used by management in evaluating performance and allocating resources (in thousands): Three Months Ended October 31, 2022 2021 Net revenue: Mountain $ 201,717 $ 109,300 Lodging 77,617 65,961 Total Resort net revenue 279,334 175,261 Real Estate 113 315 Total net revenue $ 279,447 $ 175,576 Segment operating expense: Mountain $ 294,196 $ 221,778 Lodging 81,974 63,410 Total Resort operating expense 376,170 285,188 Real Estate 1,382 1,470 Total segment operating expense $ 377,552 $ 286,658 Gain on sale of real property $ — $ 31 Mountain equity investment income, net $ 346 $ 1,514 Reported EBITDA: Mountain $ (92,133) $ (110,964) Lodging (4,357) 2,551 Resort (96,490) (108,413) Real Estate (1,269) (1,124) Total Reported EBITDA $ (97,759) $ (109,537) Real estate held for sale or investment $ 95,608 $ 98,833 Reconciliation from net loss attributable to Vail Resorts, Inc. to Total Reported EBITDA: Net loss attributable to Vail Resorts, Inc. $ (136,971) $ (139,332) Net loss attributable to noncontrolling interests (6,589) (3,189) Net loss (143,560) (142,521) Benefit from income taxes (58,006) (59,853) Loss before benefit from income taxes (201,566) (202,374) Depreciation and amortization 64,614 61,489 Change in estimated fair value of contingent consideration 636 2,000 Loss (gain) on disposal of fixed assets and other, net 6 (8,867) Investment income and other, net (2,886) (499) Foreign currency loss (gain) on intercompany loans 6,135 (831) Interest expense, net 35,302 39,545 Total Reported EBITDA $ (97,759) $ (109,537) |
Share Repurchase Program
Share Repurchase Program | 3 Months Ended |
Oct. 31, 2022 | |
Payments for Repurchase of Equity [Abstract] | |
Share Repurchase Program | Share Repurchase ProgramOn March 9, 2006, the Company’s Board of Directors approved a share repurchase program, authorizing the Company to repurchase up to 3,000,000 Vail Shares. On July 16, 2008, the Company’s Board of Directors increased the authorization by an additional 3,000,000 Vail Shares, and on December 4, 2015, the Company’s Board of Directors increased the authorization by an additional 1,500,000 Vail Shares for a total authorization to repurchase up to 7,500,000 Vail Shares. The Company did not repurchase any Vail Shares during the three months ended October 31, 2022 or 2021. Since inception of its share repurchase program through October 31, 2022, the Company has repurchased 6,465,708 Vail Shares for approximately $479.4 million. As of October 31, 2022, 1,034,292 Vail Shares remained available to repurchase under the existing share repurchase program, which has no expiration date. Vail Shares purchased pursuant to the repurchase program will be held as treasury shares and may be used for issuance under the Company’s employee share award plan. |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Oct. 31, 2022 | |
Accounting Policies [Abstract] | |
Consolidated Condensed Financial Statements | Consolidated Condensed Financial Statements — In the opinion of the Company, the accompanying Consolidated Condensed Financial Statements reflect all adjustments necessary to state fairly the Company’s financial position, results of operations and cash flows for the interim periods presented. All such adjustments are of a normal recurring nature. Results for interim periods are not indicative of the results for the entire fiscal year, particularly given the significant seasonality to the Company’s operating cycle. The accompanying Consolidated Condensed Financial Statements should be read in conjunction with the audited Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2022. Certain information and footnote disclosures, including significant accounting policies, normally included in fiscal year financial statements prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) have been condensed or omitted. The Consolidated Condensed Balance Sheet as of July 31, 2022 was derived from audited financial statements. |
Use of Estimates | Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments — The recorded amounts for cash and cash equivalents, restricted cash, trade receivables, other current assets, accounts payable and accrued liabilities approximate fair value due to their short-term nature. The fair value of amounts outstanding under the Company’s credit agreements and the Employee Housing Bonds (as defined in Note 5, Long-Term Debt) approximate book value due to the variable nature of the interest rate associated with the debt. The recorded amount outstanding under the Company’s NRP Loan (as defined in Note 5, Long-Term Debt), which was assumed by the Company during the three months ended October 31, 2022, approximates fair value as the debt obligation was recorded at estimated fair value in conjunction with the preliminary purchase accounting for the Andermatt-Sedrun acquisition (see Note 6, Acquisitions). The estimated fair values of the 6.25% Notes and the 0.0% Convertible Notes (each as defined in Note 5, Long-Term Debt) are based on quoted market prices (a Level 2 input). The estimated fair value of the EPR Secured Notes (as defined in Note 5, Long-Term Debt) has been estimated using analyses based on current borrowing rates for debt with similar remaining maturities and ratings (a Level 2 input). The carrying values, including any unamortized premium or discount, and estimated fair values of the 6.25% Notes, 0.0% Convertible Notes and EPR Secured Notes as of October 31, 2022 are presented below (in thousands): October 31, 2022 Carrying Value Estimated Fair Value 6.25% Notes $ 600,000 $ 598,302 0.0% Convertible Notes $ 575,000 $ 513,101 EPR Secured Notes $ 133,706 $ 156,893 |
Accounting Standards Update and Change in Accounting Principle [Text Block] | Recently Issued Accounting Standards Adopted Standards In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The ASU provides optional transition guidance, for a limited time, to companies that have contracts, hedging relationships or other transactions that reference the London Inter-bank Offered Rate (“LIBOR”) or another reference rate which is expected to be discontinued because of reference rate reform. The amendments provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions if certain criteria are met. The amendments in this update are effective as of March 12, 2020 through December 31, 2022. The amendments in this update may be applied as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. All other amendments should be applied on a prospective basis. The Company is party to various interest rate swap agreements that hedge the variable interest rate component of underlying cash flows of $400.0 million in principal amount of its Vail Holdings Credit Agreement (as defined in Note 5, Long-Term Debt), which are designated as cash flow hedges. During the three months ended October 31, 2022, the Company entered into an amendment to its Vail Holdings Credit Agreement (the “Fifth Amendment”) to modify the calculation of interest under the Vail Holdings Credit Agreement from being calculated based on LIBOR to being calculated based on SOFR (see Note 5, Long-Term Debt, for additional information). In association with the Fifth Amendment, the interest rate swaps were also amended to transition from a hedge of LIBOR to a hedge of SOFR. The Company elected certain optional expedients provided by Topic 848, which allowed the Company to not apply certain modification accounting requirements or reassess the previous accounting designation of the interest rate swap agreements as cash flow hedges. In August 2020, the FASB issued ASU 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” which simplifies the guidance in Accounting Standards Codifications (“ASC”) 470-20, “Debt – Debt with Conversion and Other Options.” The guidance removes certain accounting models which required separation of the embedded conversion features from the host contract for convertible instruments, requiring bifurcation only if the convertible debt feature qualifies as a derivative under ASC 815, “Derivatives and Hedging”, or for convertible debt issued at a substantial premium. The guidance also amends the guidance in ASC 815-40, “Derivatives and Hedging – Contracts in Entity’s Own Equity” for certain contracts in an entity’s own equity that are currently accounted for as derivatives. This standard is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years (the Company’s first quarter of the fiscal year ending July 31, 2023). This standard allows for a modified retrospective or fully retrospective method of transition. The Company adopted ASU 2020-06 on August 1, 2022 using the modified retrospective method, and therefore prior period financial information has not been retrospectively adjusted and continues to be reported under the accounting standards in effect for those periods. Upon adoption of the standard, the Company reclassified the previously bifurcated equity component of its 0.0% Convertible Notes (as defined in Note 5, Long-Term Debt) to long-term debt, net, as the convertible option on the 0.0% Convertible Notes does not qualify as a derivatives under ASC 815 nor were the 0.0% Convertible Notes issued at a substantial premium. This reclassification was partially offset by an increase to retained earnings for the previously recognized non-cash interest expense, net of tax that had been recorded as a result of amortization of the previously recorded debt discount. The adoption of this new guidance eliminates the recognition of non-cash interest expense to be recognized in future periods due to removal of the debt discount associated with the 0.0% Convertible Notes. The impact of adoption of ASU 2020-06 on the Consolidated Condensed Balance Sheet as of adoption date was as follows (in thousands): As of August 1, 2022 Balance Sheet Balances without the Adoption of ASU 2020-06 Adjustments Balances with the adoption of ASU 2020-06 Liabilities Long term debt, net $ 2,670,300 $ 74,822 $ 2,745,122 Deferred income taxes, net $ 268,464 $ (18,779) $ 249,685 Stockholders’ equity Additional paid-in capital $ 1,184,577 $ (80,066) $ 1,104,511 Retained earnings $ 895,889 $ 24,023 $ 919,912 ASU 2020-06 also prohibits the use of the treasury stock method for convertible instruments for the purposes of calculating diluted earnings per share (“EPS”) and instead requires application of the if-converted method. Under the if-converted method, diluted EPS will generally be calculated assuming that all of the convertible debt instruments were converted solely into shares of common stock at the beginning of the reporting period unless the result would be anti-dilutive. Pursuant to the terms of the 0.0% Convertible Notes, the principal amount of the 0.0% Convertible Notes is required to be paid in cash and only the premium due upon conversion, if any, is permitted to be settled in shares, cash or a combination of shares and cash. Consequently, for the Company the if-converted method would produce a similar result as the treasury stock method, which was utilized for the calculation of diluted EPS prior to the adoption of ASU 2020-06 for the 0.0% Convertible Notes. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Oct. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments [Table Text Block] | October 31, 2022 Carrying Value Estimated Fair Value 6.25% Notes $ 600,000 $ 598,302 0.0% Convertible Notes $ 575,000 $ 513,101 EPR Secured Notes $ 133,706 $ 156,893 |
Accounting Standards Update and Change in Accounting Principle | The impact of adoption of ASU 2020-06 on the Consolidated Condensed Balance Sheet as of adoption date was as follows (in thousands): As of August 1, 2022 Balance Sheet Balances without the Adoption of ASU 2020-06 Adjustments Balances with the adoption of ASU 2020-06 Liabilities Long term debt, net $ 2,670,300 $ 74,822 $ 2,745,122 Deferred income taxes, net $ 268,464 $ (18,779) $ 249,685 Stockholders’ equity Additional paid-in capital $ 1,184,577 $ (80,066) $ 1,104,511 Retained earnings $ 895,889 $ 24,023 $ 919,912 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Oct. 31, 2022 | |
Revenue [Abstract] | |
Disaggregation of Revenue [Table Text Block] | Disaggregation of Revenues The following table presents net revenues disaggregated by segment and major revenue type for the three months ended October 31, 2022 and 2021 (in thousands): Three Months Ended October 31, 2022 2021 Mountain net revenue: Lift $ 59,540 $ 14,329 Ski School 8,927 1,473 Dining 19,442 12,520 Retail/Rental 40,344 28,376 Other 73,464 52,602 Total Mountain net revenue $ 201,717 $ 109,300 Lodging net revenue: Owned hotel rooms $ 23,565 $ 21,483 Managed condominium rooms 12,859 13,084 Dining 16,829 10,275 Golf 5,890 5,109 Other 14,797 14,269 73,940 64,220 Payroll cost reimbursements 3,677 1,741 Total Lodging net revenue $ 77,617 $ 65,961 Total Resort net revenue $ 279,334 $ 175,261 Total Real Estate net revenue 113 315 Total net revenue $ 279,447 $ 175,576 |
Net Income Per Common Share (Ta
Net Income Per Common Share (Tables) | 3 Months Ended |
Oct. 31, 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 October 31, 2022 and 2021 (in thousands, except per share amounts): Three Months Ended October 31, 2022 2021 Basic Diluted Basic Diluted Net loss per share: Net loss attributable to Vail Resorts $ (136,971) $ (136,971) $ (139,332) $ (139,332) Weighted-average Vail Shares outstanding 40,296 40,296 40,414 40,414 Weighted-average Exchangeco Shares outstanding 2 2 34 34 Total Weighted-average shares outstanding 40,298 40,298 40,448 40,448 Effect of dilutive securities — — — — Total shares 40,298 40,298 40,448 40,448 Net loss per share attributable to Vail Resorts $ (3.40) $ (3.40) $ (3.44) $ (3.44) 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 0.2 million and 0.5 million for the three months ended October 31, 2022 and 2021, respectively. |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Oct. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule Of Long-Term Debt | Long-term debt, net as of October 31, 2022, July 31, 2022 and October 31, 2021 is summarized as follows (in thousands): Maturity October 31, 2022 July 31, 2022 October 31, 2021 Vail Holdings Credit Agreement term loan (a) 2026 $ 1,062,500 $ 1,078,125 $ 1,125,000 Vail Holdings Credit Agreement revolver (a) 2026 — — — 6.25% Notes 2025 600,000 600,000 600,000 0.0% Convertible Notes (b) 2026 575,000 575,000 575,000 Whistler Credit Agreement revolver (c) 2026 11,011 11,717 21,794 EPR Secured Notes (d) 2034-2036 114,162 114,162 114,162 EB-5 Development Notes 2021 — — 51,500 NRP Loan (e) 2036 36,430 — — Employee housing bonds 2027-2039 52,575 52,575 52,575 Canyons obligation 2063 359,052 357,607 353,266 Other 2022-2036 36,587 17,860 17,772 Total debt 2,847,317 2,807,046 2,911,069 Less: Unamortized premiums, discounts and debt issuance costs (b) 9,808 72,997 91,691 Less: Current maturities (f) 67,811 63,749 114,795 Long-term debt, net $ 2,769,698 $ 2,670,300 $ 2,704,583 |
Schedule Of Aggregate Maturities For Debt Outstanding | Aggregate maturities of debt outstanding as of October 31, 2022 reflected by fiscal year (August 1 through July 31) are as follows (in thousands): Total 2023 (November 2022 through July 2023) $ 57,111 2024 69,054 2025 668,394 2026 642,712 2027 855,036 Thereafter 555,010 Total debt $ 2,847,317 |
Business Combinations and Ass_2
Business Combinations and Asset Acquisitions (Tables) | Aug. 03, 2022 | Dec. 31, 2021 |
Business Combination and Asset Acquisition [Abstract] | ||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following summarizes the purchase consideration and the preliminary purchase price allocation to estimated fair values of the identifiable assets acquired and liabilities assumed at the date the transaction was effective (in thousands): Acquisition Date Estimated Fair Value Total cash consideration paid by Vail Resorts, Inc. $ 155,365 Estimated fair value of noncontrolling interests 91,524 Total estimated purchase consideration $ 246,889 Allocation of total estimated purchase consideration: Current assets $ 119,867 Property, plant and equipment 176,805 Goodwill 1,363 Identifiable intangible assets and other assets 7,476 Assumed long-term debt (44,130) Other liabilities (14,492) Net assets acquired $ 246,889 | The following summarizes the purchase consideration and the preliminary purchase price allocation to estimated fair values of the identifiable assets acquired and liabilities assumed at the date the transaction was effective (in thousands): Acquisition Date Estimated Fair Value Current assets $ 2,932 Property, plant and equipment 118,415 Goodwill 4,991 Identifiable intangible assets and other assets 5,335 Liabilities (15,172) Net assets acquired $ 116,501 |
Supplementary Balance Sheet I_2
Supplementary Balance Sheet Information (Tables) | 3 Months Ended |
Oct. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Composition Of Property, Plant And Equipment | The composition of property, plant and equipment follows (in thousands): October 31, 2022 July 31, 2022 October 31, 2021 Land and land improvements $ 780,977 $ 763,432 $ 757,625 Buildings and building improvements 1,574,931 1,545,571 1,492,863 Machinery and equipment 1,594,588 1,505,236 1,422,110 Furniture and fixtures 316,350 307,867 309,119 Software 139,522 138,058 123,228 Vehicles 82,239 81,927 80,921 Construction in progress 221,990 127,282 113,854 Gross property, plant and equipment 4,710,597 4,469,373 4,299,720 Accumulated depreciation (2,397,536) (2,351,321) (2,237,398) Property, plant and equipment, net $ 2,313,061 $ 2,118,052 $ 2,062,322 |
Components Of Accounts Payable And Accrued Liabilities | The composition of accounts payable and accrued liabilities follows (in thousands): October 31, 2022 July 31, 2022 October 31, 2021 Trade payables $ 162,366 $ 151,263 $ 116,501 Deferred revenue 787,514 511,306 743,809 Accrued salaries, wages and deferred compensation 41,239 64,570 43,773 Accrued benefits 44,008 45,202 45,439 Deposits 35,491 37,731 43,875 Operating lease liabilities 35,331 34,218 36,036 Other liabilities 84,573 98,540 80,219 Total accounts payable and accrued liabilities $ 1,190,522 $ 942,830 $ 1,109,652 |
Schedule of Goodwill [Table Text Block] | The changes in the net carrying amount of goodwill allocated between the Company’s segments for the three months ended October 31, 2022 are as follows (in thousands): Mountain Lodging Goodwill, net Balance at July 31, 2022 $ 1,709,922 $ 45,006 $ 1,754,928 Acquisition 1,363 — 1,363 Effects of changes in foreign currency exchange rates (67,560) — (67,560) Balance at October 31, 2022 $ 1,643,725 $ 45,006 $ 1,688,731 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Oct. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary Of Cash Equivalents Measured At Fair Value | The table below summarizes the Company’s cash equivalents, other current assets, interest rate swaps and Contingent Consideration (defined below) measured at estimated fair value (all other assets and liabilities measured at fair value are immaterial) (in thousands). Estimated Fair Value Measurement as of October 31, 2022 Description Total Level 1 Level 2 Level 3 Assets: Money Market $ 509,165 $ 509,165 $ — $ — Commercial Paper $ 2,401 $ — $ 2,401 $ — Certificates of Deposit $ 106,790 $ — $ 106,790 $ — Interest Rate Swaps $ 22,991 $ — $ 22,991 $ — Liabilities: Contingent Consideration $ 24,100 $ — $ — $ 24,100 Estimated Fair Value Measurement as of July 31, 2022 Description Total Level 1 Level 2 Level 3 Assets: Money Market $ 505,901 $ 505,901 $ — $ — Commercial Paper $ 2,401 $ — $ 2,401 $ — Certificates of Deposit $ 9,473 $ — $ 9,473 $ — Interest Rate Swaps $ 12,301 $ — $ 12,301 $ — Liabilities: Contingent Consideration $ 42,400 $ — $ — $ 42,400 Estimated Fair Value Measurement as of October 31, 2021 Description Total Level 1 Level 2 Level 3 Assets: Money Market $ 504,064 $ 504,064 $ — $ — Commercial Paper $ 2,401 $ — $ 2,401 $ — Certificates of Deposit $ 9,984 $ — $ 9,984 $ — Liabilities: Interest Rate Swaps $ 5,348 $ — $ 5,348 $ — Contingent Consideration $ 24,100 $ — $ — $ 24,100 The Company’s cash equivalents, other current assets and interest rate swaps are measured utilizing quoted market prices or pricing models whereby all significant inputs are either observable or corroborated by observable market data. The estimated fair value of the interest rate swaps are included within other assets on the Company’s Consolidated Condensed Balance Sheet as of October 31, 2022 and July 31, 2022, and included within other long-term liabilities as of October 31, 2021. The changes in Contingent Consideration during the three months ended October 31, 2022 and 2021 were as follows (in thousands): Balance as of July 31, 2022 and 2021, respectively $ 42,400 $ 29,600 Payments (18,936) (7,500) Change in estimated fair value 636 2,000 Balance as of October 31, 2022 and 2021, respectively $ 24,100 $ 24,100 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Oct. 31, 2022 | |
Segment Reporting [Abstract] | |
Summary Of Financial Information By Reportable Segment | The following table presents financial information by reportable segment, which is used by management in evaluating performance and allocating resources (in thousands): Three Months Ended October 31, 2022 2021 Net revenue: Mountain $ 201,717 $ 109,300 Lodging 77,617 65,961 Total Resort net revenue 279,334 175,261 Real Estate 113 315 Total net revenue $ 279,447 $ 175,576 Segment operating expense: Mountain $ 294,196 $ 221,778 Lodging 81,974 63,410 Total Resort operating expense 376,170 285,188 Real Estate 1,382 1,470 Total segment operating expense $ 377,552 $ 286,658 Gain on sale of real property $ — $ 31 Mountain equity investment income, net $ 346 $ 1,514 Reported EBITDA: Mountain $ (92,133) $ (110,964) Lodging (4,357) 2,551 Resort (96,490) (108,413) Real Estate (1,269) (1,124) Total Reported EBITDA $ (97,759) $ (109,537) Real estate held for sale or investment $ 95,608 $ 98,833 Reconciliation from net loss attributable to Vail Resorts, Inc. to Total Reported EBITDA: Net loss attributable to Vail Resorts, Inc. $ (136,971) $ (139,332) Net loss attributable to noncontrolling interests (6,589) (3,189) Net loss (143,560) (142,521) Benefit from income taxes (58,006) (59,853) Loss before benefit from income taxes (201,566) (202,374) Depreciation and amortization 64,614 61,489 Change in estimated fair value of contingent consideration 636 2,000 Loss (gain) on disposal of fixed assets and other, net 6 (8,867) Investment income and other, net (2,886) (499) Foreign currency loss (gain) on intercompany loans 6,135 (831) Interest expense, net 35,302 39,545 Total Reported EBITDA $ (97,759) $ (109,537) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies Recently Issued Accounting Standards (Details) SFr in Thousands, $ in Thousands | Oct. 31, 2022 USD ($) | Aug. 03, 2022 CHF (SFr) | Aug. 01, 2022 USD ($) | Jul. 31, 2022 USD ($) | Oct. 31, 2021 USD ($) | Dec. 18, 2020 USD ($) |
Long-term Debt | $ 2,847,317 | $ 2,807,046 | $ 2,911,069 | |||
Operating Lease, Right-of-Use Asset | 192,230 | 192,070 | 204,476 | |||
Operating Lease, Liability, Noncurrent | 176,585 | 174,567 | 192,328 | |||
Operating Lease, Liability, Current | 35,331 | 34,218 | 36,036 | |||
Interest Rate Cash Flow Hedge Liability at Fair Value | 5,348 | |||||
Debt Instrument, Face Amount | SFr 40,000 | $ 575,000 | ||||
Long-term debt, net (Note 5) | 2,769,698 | $ 2,745,122 | 2,670,300 | 2,704,583 | ||
Deferred income taxes, net | 205,859 | 249,685 | 268,464 | 216,049 | ||
Additional paid-in capital | 1,106,813 | 1,104,511 | 1,184,577 | 1,192,901 | ||
Retained earnings | 705,923 | 919,912 | 895,889 | 598,826 | ||
Accounting Standards Update 2020-06 | Cumulative Effect, Period of Adoption, Adjustment | ||||||
Long-term debt, net (Note 5) | 74,822 | |||||
Deferred income taxes, net | (18,779) | |||||
Additional paid-in capital | (80,066) | |||||
Retained earnings | $ 24,023 | |||||
EPR Secured Notes [Member] | ||||||
Long-term Debt | 114,162 | 114,162 | 114,162 | |||
Notes and Loans Payable | 133,706 | |||||
Debt Instrument, Fair Value Disclosure | 156,893 | |||||
EB-5 Development Notes [Member] | ||||||
Long-term Debt | 0 | 0 | 51,500 | |||
6.25% Notes [Member] | ||||||
Long-term Debt | 600,000 | 600,000 | 600,000 | |||
Debt Instrument, Fair Value Disclosure | 598,302 | |||||
0.0% Convertible Notes | ||||||
Long-term Debt | 575,000 | |||||
Debt Instrument, Fair Value Disclosure | 513,101 | |||||
Convertible Notes Payable | ||||||
Long-term Debt | $ 575,000 | $ 575,000 | $ 575,000 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Oct. 31, 2022 | Oct. 31, 2021 | Jul. 31, 2022 | |
Accounts Receivable, after Allowance for Credit Loss, Current | $ 118,491 | $ 108,988 | $ 383,425 |
Deferred Revenue, Current | 787,514 | 743,809 | $ 511,306 |
Mountain Revenue Net | 201,717 | 109,300 | |
Lodging Revenue Net | 77,617 | 65,961 | |
Resort net revenue | 279,334 | 175,261 | |
Real Estate Revenue | 113 | 315 | |
Revenues | 279,447 | 175,576 | |
Contract with Customer, Liability, Revenue Recognized | 54,500 | ||
Lift | |||
Mountain Revenue Net | 59,540 | 14,329 | |
Ski School | |||
Mountain Revenue Net | 8,927 | 1,473 | |
Dining | |||
Mountain Revenue Net | 19,442 | 12,520 | |
Lodging Revenue Net | 16,829 | 10,275 | |
Retail/Rental | |||
Mountain Revenue Net | 40,344 | 28,376 | |
Other | |||
Mountain Revenue Net | 73,464 | 52,602 | |
Owned hotel rooms | |||
Lodging Revenue Net | 23,565 | 21,483 | |
Managed condominium rooms | |||
Lodging Revenue Net | 12,859 | 13,084 | |
Golf | |||
Lodging Revenue Net | 5,890 | 5,109 | |
Other | |||
Lodging Revenue Net | 14,797 | 14,269 | |
Lodging revenue (excluding payroll cost reimbursements) [Member] | |||
Lodging Revenue Net | 73,940 | 64,220 | |
Payroll cost reimbursements | |||
Lodging Revenue Net | $ 3,677 | $ 1,741 |
Revenue Contract Balances (Deta
Revenue Contract Balances (Details) $ in Thousands | 3 Months Ended | ||
Oct. 31, 2022 USD ($) | Jul. 31, 2022 USD ($) | Oct. 31, 2021 USD ($) | |
Disaggregation of Revenue [Abstract] | |||
Deferred revenue | $ 787,514 | $ 511,306 | $ 743,809 |
Private Club Recognized Initiation Fees Average Remaining Period | 15 | ||
Trade receivables, net | $ 118,491 | 383,425 | 108,988 |
Disaggregation of Revenue [Line Items] | |||
Deferred revenue | 787,514 | 511,306 | 743,809 |
Contract with Customer, Liability, Revenue Recognized | $ 54,500 | ||
Private Club Recognized Initiation Fees Average Remaining Period | 15 | ||
Trade receivables, net | $ 118,491 | 383,425 | $ 108,988 |
Capitalized Contract Cost, Net | 19,700 | ||
Contract with Customer, Liability, Noncurrent | 115,600 | 117,200 | |
Contract with Customer, Liability, Current | $ 787,500 | $ 511,300 |
Revenue Costs to Obtain Contrac
Revenue Costs to Obtain Contracts with Customers (Details) $ in Millions | Oct. 31, 2022 USD ($) |
Cost of Revenue [Abstract] | |
Capitalized Contract Cost, Net | $ 19.7 |
Net Income Per Common Share Net
Net Income Per Common Share Net Income per Common Share (Narrative) (Details) $ / shares in Units, SFr in Thousands, $ in Thousands | 3 Months Ended | ||||||||
Jan. 10, 2023 | Dec. 27, 2022 | Dec. 07, 2022 | Oct. 17, 2016 shares | Oct. 31, 2022 USD ($) $ / shares shares | Oct. 31, 2021 USD ($) $ / shares shares | Aug. 03, 2022 CHF (SFr) | Jul. 31, 2022 $ / shares | Dec. 18, 2020 USD ($) | |
Anti-dilutive securities (in shares) | 200,000 | 500,000 | |||||||
Common Stock, Dividends, Per Share, Cash Paid | $ / shares | $ 1.91 | $ 0.88 | |||||||
Cash dividends declared per share | $ / shares | $ 1.91 | ||||||||
Payments of Dividends | $ | $ 77,018 | $ 35,594 | |||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Dividends, Cash | $ | $ 77,000 | $ 35,600 | |||||||
Debt Instrument, Face Amount | SFr 40,000 | $ 575,000 | |||||||
Net Income (Loss) Attributable to Parent | $ | $ (136,971) | $ (139,332) | |||||||
Weighted-average Vail Shares outstanding | 40,296,000 | 40,414,000 | |||||||
Weighted-average Exchangeco Shares outstanding | 2,000 | 34,000 | |||||||
Weighted Average Number of Shares Outstanding, Basic | 40,298,000 | 40,448,000 | |||||||
Effect of dilutive securities | 0 | 0 | |||||||
Total shares | 40,298,000 | 40,448,000 | |||||||
Earnings Per Share, Basic | $ / shares | $ (3.40) | $ (3.44) | |||||||
Earnings Per Share, Diluted | $ / shares | (3.40) | (3.44) | |||||||
Exchangeable Shares Par Value Per Share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Convertible Debt [Member] | |||||||||
Debt Instrument, Face Amount | $ | $ 575,000 | ||||||||
Forecast | |||||||||
Dividends Payable, Date to be Paid | Jan. 10, 2023 | ||||||||
Dividends Payable, Date of Record | Dec. 27, 2022 | ||||||||
Dividends Payable, Date Declared | Dec. 07, 2022 | ||||||||
Common Stock [Member] | |||||||||
Stock Issued During Period, Shares, New Issues | 3,327,719 | ||||||||
Exchangeable Shares [Member] | |||||||||
Stock Issued During Period, Shares, New Issues | 418,095 |
Net Income Per Common Share (Su
Net Income Per Common Share (Summary of Calculation of Basic and Diluted EPS) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Oct. 31, 2022 | Oct. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 200 | 500 |
Net loss attributable to Vail Resorts, Inc. | $ (136,971) | $ (139,332) |
Weighted-average Vail Shares outstanding | 40,296 | 40,414 |
Weighted-average Exchangeco Shares outstanding | 2 | 34 |
Total Weighted-average shares outstanding | 40,298 | 40,448 |
Effect of dilutive securities | 0 | 0 |
Total shares | 40,298 | 40,448 |
Basic net loss per share attributable to Vail Resorts, Inc. | $ (3.40) | $ (3.44) |
Diluted net loss per share attributable to Vail Resorts, Inc. | $ (3.40) | $ (3.44) |
Long-Term Debt Long-Term Debt (
Long-Term Debt Long-Term Debt (Narrative) (Details) $ / shares in Units, SFr in Thousands, $ in Thousands, $ in Millions | 3 Months Ended | |||||
Oct. 31, 2022 USD ($) $ / shares | Oct. 31, 2021 USD ($) | Oct. 31, 2022 CAD ($) | Aug. 03, 2022 CHF (SFr) | Jul. 31, 2022 USD ($) | Dec. 18, 2020 USD ($) | |
Gross interest expense | $ 35,300 | $ 39,500 | ||||
Amortization of Debt Issuance Costs | 1,600 | 1,400 | ||||
Intercompany Foreign Currency Balance, Amount | 210,000 | |||||
Foreign currency gain on intercompany loans | (6,135) | 831 | ||||
Long-term Debt | 2,847,317 | 2,911,069 | $ 2,807,046 | |||
Debt Instrument, Face Amount | SFr 40,000 | $ 575,000 | ||||
Interest Rate Swap, Notional Amount | 400,000 | |||||
Red Sky Ranch Metropolitan District [Member] | ||||||
Other long-term liabilities | 1,700 | 1,900 | 1,800 | |||
Term Loan [Member] | ||||||
Long-term Line of Credit | $ 1,100,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 5.08% | 5.08% | ||||
Long-term Debt | $ 1,062,500 | 1,125,000 | 1,078,125 | |||
Credit Facility Revolver [Member] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | 500,000 | |||||
Long-term Debt | $ 0 | 0 | 0 | |||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | |||||
Whistler Credit Agreement revolver [Member] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 300 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 5.98% | 5.98% | ||||
Debt Instrument, Unused Borrowing Capacity, Fee | 0.39% | |||||
Long-term Debt | $ 11,011 | 21,794 | 11,717 | |||
Line of Credit Facility, Initiation Date | Nov. 12, 2013 | |||||
Alpine Valley Secured Note [Member] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 11.55% | 11.55% | ||||
Long-term Debt | $ 4,600 | |||||
Boston Mills Brandywine Secured Note [Member] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 11.24% | 11.24% | ||||
Long-term Debt | $ 23,300 | |||||
Jack Frost Big Boulder Secured Note [Member] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 11.24% | 11.24% | ||||
Long-term Debt | $ 14,300 | |||||
Mount Snow Secured Note [Member] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.14% | 12.14% | ||||
Long-term Debt | $ 51,100 | |||||
Hunter Mountain Secured Note [Member] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.88% | 8.88% | ||||
Long-term Debt | $ 21,000 | |||||
EB-5 Development Notes [Member] | ||||||
Long-term Debt | $ 0 | 51,500 | 0 | |||
Andermatt-Sedrun NRP Loan | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.63% | 0.63% | ||||
EPR Secured Notes [Member] | ||||||
Debt Service Reserve | $ 2,100 | |||||
Convertible Notes Payable | ||||||
Long-term Debt | $ 575,000 | $ 575,000 | $ 575,000 | |||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 395.11 |
Long-Term Debt (Schedule Of Deb
Long-Term Debt (Schedule Of Debt Instruments) (Details) SFr in Thousands | 3 Months Ended | ||||
Oct. 31, 2022 USD ($) | Oct. 31, 2021 USD ($) | Aug. 03, 2022 CHF (SFr) | Jul. 31, 2022 USD ($) | Dec. 18, 2020 USD ($) | |
Amortization of Debt Issuance Costs | $ 1,600,000 | $ 1,400,000 | |||
Debt Instrument, Unused Borrowing Capacity, Fee | 0.0025 | ||||
Total debt | 2,847,317,000 | 2,911,069,000 | $ 2,807,046,000 | ||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 9,808,000 | 91,691,000 | 72,997,000 | ||
Long-term Debt, Excluding Current Maturities | 67,811,000 | 114,795,000 | 63,749,000 | ||
Long-term Debt, Excluding Current Maturities | 2,769,698,000 | 2,704,583,000 | 2,670,300,000 | ||
Debt Instrument, Face Amount | SFr 40,000 | $ 575,000,000 | |||
Term Loan [Member] | |||||
Debt Instrument, Periodic Payment | 15,600,000 | ||||
Total debt | $ 1,062,500,000 | 1,125,000,000 | 1,078,125,000 | ||
Fiscal year maturity | 2026 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 5.08% | ||||
Credit Facility Revolver [Member] | |||||
Total debt | $ 0 | 0 | 0 | ||
Fiscal year maturity | 2026 | ||||
6.25% Notes [Member] | |||||
Fiscal year maturity | 2025 | ||||
Convertible Notes Payable | |||||
Fiscal year maturity | 2026 | ||||
Whistler Credit Agreement revolver [Member] | |||||
Total debt | $ 11,011,000 | 21,794,000 | 11,717,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 5.98% | ||||
EPR Secured Notes [Member] | |||||
Total debt | $ 114,162,000 | 114,162,000 | 114,162,000 | ||
EPR Secured Notes [Member] | Minimum [Member] | |||||
Fiscal year maturity | 2034 | ||||
EPR Secured Notes [Member] | Maximum [Member] | |||||
Fiscal year maturity | 2036 | ||||
EB-5 Development Notes [Member] | |||||
Total debt | $ 0 | 51,500,000 | 0 | ||
Fiscal year maturity | 2021 | ||||
Employee Housing Bonds [Member] | |||||
Total debt | $ 52,575,000 | 52,575,000 | 52,575,000 | ||
Employee Housing Bonds [Member] | Minimum [Member] | |||||
Fiscal year maturity | 2027 | ||||
Employee Housing Bonds [Member] | Maximum [Member] | |||||
Fiscal year maturity | 2039 | ||||
Canyons Obligation [Member] | |||||
Total debt | $ 359,052,000 | 353,266,000 | 357,607,000 | ||
Fiscal year maturity | 2063 | ||||
Other [Member] | |||||
Total debt | $ 36,587,000 | 17,772,000 | 17,860,000 | ||
Other [Member] | Minimum [Member] | |||||
Fiscal year maturity | 2022 | ||||
Other [Member] | Maximum [Member] | |||||
Fiscal year maturity | 2036 | ||||
Andermatt-Sedrun | |||||
Fiscal year maturity | 2036 | ||||
6.25% Notes [Member] | |||||
Total debt | $ 600,000,000 | $ 600,000,000 | $ 600,000,000 | ||
Convertible Debt [Member] | |||||
Debt Instrument, Face Amount | $ 575,000,000 | ||||
Whistler Credit Agreement revolver [Member] | |||||
Fiscal year maturity | 2026 | ||||
Andermatt-Sedrun | |||||
Total debt | $ 36,430,000 |
Long-Term Debt (Schedule Of Agg
Long-Term Debt (Schedule Of Aggregate Maturities For Debt Outstanding) (Details) - USD ($) $ in Thousands | Oct. 31, 2022 | Jul. 31, 2022 | Oct. 31, 2021 |
Debt Instrument [Line Items] | |||
2023 (November 2022 through July 2023) | $ 57,111 | ||
2024 | 69,054 | ||
2025 | 668,394 | ||
2026 | 642,712 | ||
2027 | 855,036 | ||
Thereafter | 555,010 | ||
Total debt | $ 2,847,317 | $ 2,807,046 | $ 2,911,069 |
Business Combinations and Ass_3
Business Combinations and Asset Acquisitions (Details) $ in Thousands, SFr in Millions | 3 Months Ended | 12 Months Ended | ||||||
Aug. 03, 2022 USD ($) | Aug. 03, 2022 CHF (SFr) | Dec. 31, 2021 USD ($) | Oct. 31, 2022 USD ($) | Oct. 31, 2021 USD ($) | Jul. 31, 2022 USD ($) | Jul. 31, 2022 CHF (SFr) | Aug. 03, 2022 CHF (SFr) | |
Asset Acquisition [Line Items] | ||||||||
Goodwill, Acquired During Period | $ 1,363 | |||||||
Business Combination Deposits | (114,506) | $ 0 | $ 114,400 | SFr 110 | ||||
Business Combination Remainder Payment | $ 41,300 | SFr 39.3 | ||||||
Business Acquisition [Line Items] | ||||||||
Goodwill, Acquired During Period | $ 1,363 | |||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following summarizes the purchase consideration and the preliminary purchase price allocation to estimated fair values of the identifiable assets acquired and liabilities assumed at the date the transaction was effective (in thousands): Acquisition Date Estimated Fair Value Total cash consideration paid by Vail Resorts, Inc. $ 155,365 Estimated fair value of noncontrolling interests 91,524 Total estimated purchase consideration $ 246,889 Allocation of total estimated purchase consideration: Current assets $ 119,867 Property, plant and equipment 176,805 Goodwill 1,363 Identifiable intangible assets and other assets 7,476 Assumed long-term debt (44,130) Other liabilities (14,492) Net assets acquired $ 246,889 | The following summarizes the purchase consideration and the preliminary purchase price allocation to estimated fair values of the identifiable assets acquired and liabilities assumed at the date the transaction was effective (in thousands): Acquisition Date Estimated Fair Value Total cash consideration paid by Vail Resorts, Inc. $ 155,365 Estimated fair value of noncontrolling interests 91,524 Total estimated purchase consideration $ 246,889 Allocation of total estimated purchase consideration: Current assets $ 119,867 Property, plant and equipment 176,805 Goodwill 1,363 Identifiable intangible assets and other assets 7,476 Assumed long-term debt (44,130) Other liabilities (14,492) Net assets acquired $ 246,889 | The following summarizes the purchase consideration and the preliminary purchase price allocation to estimated fair values of the identifiable assets acquired and liabilities assumed at the date the transaction was effective (in thousands): Acquisition Date Estimated Fair Value Current assets $ 2,932 Property, plant and equipment 118,415 Goodwill 4,991 Identifiable intangible assets and other assets 5,335 Liabilities (15,172) Net assets acquired $ 116,501 | |||||
Seven Springs | ||||||||
Asset Acquisition [Line Items] | ||||||||
Business Combination, Consideration Transferred | $ 116,500 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 2,932 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 118,415 | |||||||
Goodwill, Acquired During Period | 4,991 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 5,335 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | (15,172) | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 116,501 | |||||||
Business Combination, Separately Recognized Transactions, Additional Disclosures, Acquisition Cost Expensed | 2,800 | |||||||
Business Acquisition [Line Items] | ||||||||
Business Combination, Consideration Transferred | 116,500 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 2,932 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 118,415 | |||||||
Goodwill, Acquired During Period | 4,991 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 5,335 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 15,172 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ 116,501 | |||||||
Business Combination, Separately Recognized Transactions, Additional Disclosures, Acquisition Cost Expensed | $ 2,800 | |||||||
Andermatt-Sedrun | ||||||||
Asset Acquisition [Line Items] | ||||||||
Business Combination, Consideration Transferred | $ 155,365 | SFr 149.3 | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 119,867 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 176,805 | |||||||
Goodwill, Acquired During Period | 1,363 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 7,476 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | (14,492) | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 246,889 | |||||||
Business Acquisition [Line Items] | ||||||||
Business Combination, Consideration Transferred | 155,365 | SFr 149.3 | ||||||
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value | 91,524 | |||||||
Business Combination, Consideration Transferred, Including Equity Interest in Acquiree Held Prior to Combination [Abstract] | 246,889 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 119,867 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 176,805 | |||||||
Goodwill, Acquired During Period | 1,363 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 7,476 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | 44,130 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 14,492 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ 246,889 | |||||||
Business Acquisition, Percentage of Voting Interests Acquired | 55% | 55% |
Supplementary Balance Sheet I_3
Supplementary Balance Sheet Information (Composition Of Property, Plant And Equipment) (Details) - USD ($) $ in Thousands | Oct. 31, 2022 | Jul. 31, 2022 | Oct. 31, 2021 |
Property, Plant and Equipment [Line Items] | |||
Land and land improvements | $ 780,977 | $ 763,432 | $ 757,625 |
Buildings and building improvements | 1,574,931 | 1,545,571 | 1,492,863 |
Machinery and equipment | 1,594,588 | 1,505,236 | 1,422,110 |
Furniture and fixtures | 316,350 | 307,867 | 309,119 |
Software | 139,522 | 138,058 | 123,228 |
Vehicles | 82,239 | 81,927 | 80,921 |
Construction in progress | 221,990 | 127,282 | 113,854 |
Gross property, plant and equipment | 4,710,597 | 4,469,373 | 4,299,720 |
Accumulated depreciation | (2,397,536) | (2,351,321) | (2,237,398) |
Property, plant and equipment, net | $ 2,313,061 | $ 2,118,052 | $ 2,062,322 |
Supplementary Balance Sheet I_4
Supplementary Balance Sheet Information (Components Of Accounts Payable And Accrued Liabilities) (Details) - USD ($) $ in Thousands | Oct. 31, 2022 | Jul. 31, 2022 | Oct. 31, 2021 |
Balance Sheet Related Disclosures [Abstract] | |||
Trade payables | $ 162,366 | $ 151,263 | $ 116,501 |
Deferred revenue | 787,514 | 511,306 | 743,809 |
Accrued salaries, wages and deferred compensation | 44,008 | 45,202 | 45,439 |
Accrued benefits | 35,491 | 37,731 | 43,875 |
Deposits | 41,239 | 64,570 | 43,773 |
Operating Lease, Liability, Current | 35,331 | 34,218 | 36,036 |
Other liabilities | 84,573 | 98,540 | 80,219 |
Total accounts payable and accrued liabilities | $ 1,190,522 | $ 942,830 | $ 1,109,652 |
Supplementary Balance Sheet I_5
Supplementary Balance Sheet Information Schedule of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Oct. 31, 2022 | Jul. 31, 2022 | Oct. 31, 2021 | |
Goodwill [Line Items] | |||
Goodwill | $ 1,688,731 | $ 1,754,928 | $ 1,790,531 |
Goodwill, Acquired During Period | 1,363 | ||
Effects of changes in foreign currency exchange rates | (67,560) | ||
Mountain [Member] | |||
Goodwill [Line Items] | |||
Goodwill | 1,643,725 | 1,709,922 | |
Goodwill, Acquired During Period | 1,363 | ||
Effects of changes in foreign currency exchange rates | (67,560) | ||
Lodging [Member] | |||
Goodwill [Line Items] | |||
Goodwill | 45,006 | $ 45,006 | |
Goodwill, Acquired During Period | 0 | ||
Effects of changes in foreign currency exchange rates | $ 0 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |||
Oct. 31, 2022 | Oct. 31, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | |
Contingent Consideration | $ 24,100 | $ 24,100 | $ 42,400 | $ 29,600 |
Payments for Rent | (18,936) | (7,500) | ||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 636 | 2,000 | ||
Sensitivity Analysis of Fair Value, Transferor's Interests in Transferred Financial Assets, Impact of Adverse Change in Other Assumption, Description | The Company prepared a sensitivity analysis to evaluate the effect that changes on certain key assumptions would have on the estimated fair value of the Contingent Consideration. A change in the discount rate of 100 basis points or a 5% change in estimated subsequent year performance of the resort would result in a change in the estimated fair value within the range of approximately $3.2 million to $6.0 million. | |||
Contingent Consideration, Key Assumptions for Valuation | The estimated fair value of Contingent Consideration includes the future period resort operations of Park City in the calculation of EBITDA on which participating contingent payments are made, which is determined on the basis of estimated subsequent year performance, escalated by an assumed growth factor. The Company estimated the fair value of the Contingent Consideration payments using an option pricing valuation model. Key assumptions included a discount rate of 11.1%, volatility of 17.0% and future period Park City EBITDA, which are unobservable inputs and thus are considered Level 3 inputs. | |||
Money Market | $ 509,165 | 504,064 | 505,901 | |
Interest Rate Cash Flow Hedge Asset at Fair Value | 22,991 | 12,301 | ||
Fair Value Hedge Liabilities | 5,348 | |||
Net Income (Loss) Attributable to Parent | $ (136,971) | $ (139,332) | ||
Weighted-average Vail Shares outstanding | 40,296 | 40,414 | ||
Weighted-average Exchangeco Shares outstanding | 2 | 34 | ||
Weighted Average Number of Shares Outstanding, Basic | 40,298 | 40,448 | ||
Effect of dilutive securities | 0 | 0 | ||
Total shares | 40,298 | 40,448 | ||
Earnings Per Share, Basic | $ (3.40) | $ (3.44) | ||
Earnings Per Share, Diluted | $ (3.40) | $ (3.44) | ||
Canyons Obligation [Member] | ||||
Business Combination, Contingent Consideration Arrangements, Description | 42% of the amount by which EBITDA for the Park City resort operations, as calculated under the lease, exceeds approximately $35 million, as established at the transaction date, with such threshold amount subsequently increased annually by an inflation linked index and a 10% adjustment for any capital improvements or investments made under the lease by the Company. | |||
Level 2 [Member] | ||||
Interest Rate Cash Flow Hedge Asset at Fair Value | $ 22,991 | 12,301 | ||
Fair Value Hedge Liabilities | $ 5,348 | |||
Fair Value, Inputs, Level 3 [Member] | ||||
Contingent Consideration | 24,100 | 24,100 | 42,400 | |
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | ||||
Commercial Paper | 509,165 | 504,064 | 505,901 | |
Commercial Paper [Member] | ||||
Commercial Paper | 2,401 | 2,401 | 2,401 | |
Commercial Paper [Member] | Level 2 [Member] | ||||
Commercial Paper | 2,401 | 2,401 | 2,401 | |
Certificates of Deposit [Member] | ||||
Commercial Paper | 106,790 | 9,984 | 9,473 | |
Certificates of Deposit [Member] | Level 2 [Member] | ||||
Commercial Paper | $ 106,790 | $ 9,984 | $ 9,473 |
Commitments and Contingencies (
Commitments and Contingencies (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Oct. 31, 2022 | Jul. 31, 2022 | Oct. 31, 2021 | |
Amount outstanding in letters of credit | $ 80 | ||
Surety Bonds Outstanding | 13.2 | ||
Holland Creek Metropolitan District [Member] | |||
Credit-enhanced bonds issued amount | 6.3 | ||
Amount outstanding in letters of credit | 6.4 | ||
Red Sky Ranch Metropolitan District [Member] | |||
Other long-term liabilities | $ 1.7 | $ 1.8 | $ 1.9 |
Estimated cessation date of capital improvement fee payment obligation | Jul. 31, 2031 | ||
Employee Housing Bonds [Member] | |||
Amount outstanding in letters of credit | $ 53.4 | ||
Workers' Compensation and General Liability Related to Construction and Development Activities [Member] | |||
Amount outstanding in letters of credit | $ 26.6 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Oct. 31, 2022 | Oct. 31, 2021 | Jul. 31, 2022 | |
Mountain | $ 201,717 | $ 109,300 | |
Lodging Revenue Net | 77,617 | 65,961 | |
Total Resort net revenue | 279,334 | 175,261 | |
Real Estate Revenue | 113 | 315 | |
Revenues | 279,447 | 175,576 | |
Mountain | 294,196 | 221,778 | |
Lodging | 81,974 | 63,410 | |
Resort operating expense | 376,170 | 285,188 | |
Real Estate | 1,382 | 1,470 | |
Total segment operating expense | 377,552 | 286,658 | |
Gain on sale of real property | 0 | 31 | |
Mountain equity investment income, net | 346 | 1,514 | |
Real estate held for sale or investment | 95,608 | 98,833 | $ 95,983 |
Net loss attributable to Vail Resorts, Inc. | (136,971) | (139,332) | |
Net loss attributable to noncontrolling interests | (6,589) | (3,189) | |
Net loss | (143,560) | (142,521) | |
Benefit from income taxes | (58,006) | (59,853) | |
Loss before benefit from income taxes | (201,566) | (202,374) | |
Depreciation and amortization | 64,614 | 61,489 | |
Change in Fair Value of Contingent Consideration | 636 | 2,000 | |
Loss (gain) on disposal of fixed assets and other, net | 6 | (8,867) | |
Investment income and other, net | (2,886) | (499) | |
Foreign currency loss (gain) on intercompany loans | 6,135 | (831) | |
Interest expense, net | 35,302 | 39,545 | |
Total Reported EBITDA | (97,759) | (109,537) | |
Resort [Member] | |||
Total Reported EBITDA | (96,490) | (108,413) | |
Mountain [Member] | |||
Total Reported EBITDA | (92,133) | (110,964) | |
Lodging [Member] | |||
Total Reported EBITDA | (4,357) | 2,551 | |
Real Estate | |||
Total Reported EBITDA | $ (1,269) | $ (1,124) |
Share Repurchase Program (Detai
Share Repurchase Program (Details) - USD ($) $ in Thousands | Oct. 31, 2022 | Jul. 31, 2022 | Oct. 31, 2021 | Dec. 04, 2015 | Jul. 16, 2008 | Mar. 09, 2006 |
Accelerated Share Repurchases [Line Items] | ||||||
Number of shares authorized to repurchase | 7,500,000 | 3,000,000 | ||||
Additional number of shares authorized to repurchase | 1,500,000 | 3,000,000 | ||||
Number of shares repurchased since inception | 6,465,708 | 6,466,000 | 6,161,000 | |||
Value of stock repurchased since inception | $ 479,417 | $ 479,417 | $ 404,411 | |||
Remaining shares available for repurchase under existing program | 1,034,292 |