Vail Resorts, Inc. (NYSE:MTN) Q4 2022 Earnings Conference Call September 28, 2022 5:00 PM ET Company Participants Kirsten Lynch - CEO Michael Barkin - EVP and CFO Conference Call Participants Shaun Kelley - Bank of America Merrill Lynch Chris Woronka - Deutsche Bank David Katz - Jefferies Omer Sander - JPMorgan Ben Chaiken - Credit Suisse Ryan Sundby - William Blair Patrick Scholes - Truist Securities Jeffrey Stantial - Stifel Brandt Montour - Barclays Operator Good day, and welcome to the Vail Resorts Four ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-09614 Vail Resorts, Inc. (Exact name of registrant as specified in its charter) Delaware 51-0291762 (State or other jurisdiction of incorporation o ...

Vail Resorts, Inc. (NYSE:MTN) Q3 2022 Earnings Conference Call June 9, 2022 5:00 PM ET Company Participants Kirsten Lynch - CEO Michael Barkin - CFO Conference Call Participants Shaun Kelley - Bank of America Chris Woronka - Deutsche Bank Laurent Vasilescu - BNP Paribas Jeffrey Stantial - Stifel Patrick Scholes - Truist Securities Omer Sander - JPMorgan Farshid Javar - Jefferies Ryan Sundby - William Blair Operator Good day, and welcome to the Vail Resorts Third Quarter Earnings Call. Today's conference is ...

[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements (unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(unaudited).) The company presents its unaudited condensed financial statements and related notes for the period [Consolidated Condensed Balance Sheets](index=4&type=section&id=Consolidated%20Condensed%20Balance%20Sheets) Total Assets (in thousands) | Date | Amount | | :--- | :--- | | April 30, 2022 | $6,397,294 | | July 31, 2021 | $6,251,056 | | April 30, 2021 | $6,276,637 | Total Liabilities (in thousands) | Date | Amount | | :--- | :--- | | April 30, 2022 | $4,332,114 | | July 31, 2021 | $4,421,988 | | April 30, 2021 | $4,249,940 | Total Stockholders' Equity (in thousands) | Date | Amount | | :--- | :--- | | April 30, 2022 | $2,065,180 | | July 31, 2021 | $1,829,068 | | April 30, 2021 | $2,026,697 | [Consolidated Condensed Statements of Operations](index=5&type=section&id=Consolidated%20Condensed%20Statements%20of%20Operations) Total Net Revenue (in thousands) | Period | 2022 | 2021 | YoY Change | | :--- | :--- | :--- | :--- | | Three Months Ended April 30 | $1,176,665 | $889,078 | +32.35% | | Nine Months Ended April 30 | $2,258,776 | $1,705,508 | +32.44% | Net Income Attributable to Vail Resorts, Inc. (in thousands) | Period | 2022 | 2021 | YoY Change | | :--- | :--- | :--- | :--- | | Three Months Ended April 30 | $372,550 | $274,629 | +35.64% | | Nine Months Ended April 30 | $456,609 | $268,661 | +70.03% | Diluted Net Income Per Share | Period | 2022 | 2021 | YoY Change | | :--- | :--- | :--- | :--- | | Three Months Ended April 30 | $9.16 | $6.72 | +36.31% | | Nine Months Ended April 30 | $11.20 | $6.58 | +70.21% | [Consolidated Condensed Statements of Comprehensive Income](index=6&type=section&id=Consolidated%20Condensed%20Statements%20of%20Comprehensive%20Income) Comprehensive Income Attributable to Vail Resorts, Inc. (in thousands) | Period | 2022 | 2021 | YoY Change | | :--- | :--- | :--- | :--- | | Three Months Ended April 30 | $372,891 | $317,046 | +17.62% | | Nine Months Ended April 30 | $439,569 | $376,141 | +16.87% | - Foreign currency translation adjustments resulted in a **loss of $15.2 million** for the three months ended April 30, 2022, compared to a **gain of $54.9 million** in the prior year, and a **loss of $48.9 million** for the nine months ended April 30, 2022, compared to a **gain of $132.2 million** in the prior year[13](index=13&type=chunk) [Consolidated Condensed Statements of Stockholders' Equity](index=7&type=section&id=Consolidated%20Condensed%20Statements%20of%20Stockholders'%20Equity) - Total Vail Resorts, Inc. stockholders' equity **increased from $1,565,542 thousand** as of January 31, 2022, **to $1,829,317 thousand** as of April 30, 2022[16](index=16&type=chunk) - The Company repurchased common stock totaling **$37.5 million** during the three and nine months ended April 30, 2022[16](index=16&type=chunk)[17](index=17&type=chunk) - Cash dividends declared per share were **$1.91** for the three months ended April 30, 2022, and **$3.67** for the nine months ended April 30, 2022, with no dividends paid in the prior year periods[11](index=11&type=chunk)[16](index=16&type=chunk)[17](index=17&type=chunk) [Consolidated Condensed Statements of Cash Flows](index=9&type=section&id=Consolidated%20Condensed%20Statements%20of%20Cash%20Flows) Net Cash Provided by Operating Activities (in thousands) | Period | 2022 | 2021 | YoY Change | | :--- | :--- | :--- | :--- | | Nine Months Ended April 30 | $772,984 | $551,137 | +40.25% | Net Cash Used in Investing Activities (in thousands) | Period | 2022 | 2021 | YoY Change | | :--- | :--- | :--- | :--- | | Nine Months Ended April 30 | $(255,565) | $(75,016) | +240.68% | Net Cash (Used in) Provided by Financing Activities (in thousands) | Period | 2022 | 2021 | YoY Change | | :--- | :--- | :--- | :--- | | Nine Months Ended April 30 | $(352,653) | $474,316 | -174.35% | [Notes to Consolidated Condensed Financial Statements](index=10&type=section&id=Notes%20to%20Consolidated%20Condensed%20Financial%20Statements) [Note 1. Organization and Business](index=10&type=section&id=1.%20Organization%20and%20Business) - The Company operates in three segments: **Mountain** (40 destination mountain resorts and regional ski areas, ancillary services), **Lodging** (luxury hotels, condominiums, NPS concessionaire properties, transportation, golf courses), and **Real Estate** (owns, develops, and sells real estate)[22](index=22&type=chunk)[23](index=23&type=chunk)[24](index=24&type=chunk)[25](index=25&type=chunk) - The business is seasonal, with peak operating seasons primarily from **mid-November to mid-April** in North America and **June to early October** in Australia[26](index=26&type=chunk) - The Company announced an agreement to acquire a **55% ownership stake** in Andermatt-Sedrun Sport AG for **CHF149 million**, expected to close later in calendar year 2022[27](index=27&type=chunk) [Note 2. Summary of Significant Accounting Policies](index=11&type=section&id=2.%20Summary%20of%20Significant%20Accounting%20Policies) - The financial statements are condensed and unaudited, reflecting normal recurring adjustments, and interim results are not indicative of the full fiscal year due to seasonality[28](index=28&type=chunk) - The Company is evaluating ASU 2020-04 (Reference Rate Reform) but does not expect a material effect[31](index=31&type=chunk) - The Company will adopt ASU 2020-06 (Convertible Instruments) on August 1, 2022, using the modified retrospective method, which will reclassify the equity component of 0.0% Convertible Notes to long-term debt and eliminate related interest expense amortization[32](index=32&type=chunk) [Note 3. Revenues](index=12&type=section&id=3.%20Revenues) - Revenue from pass products is recognized on a straight-line basis throughout the ski season, based on skiable days[34](index=34&type=chunk) Total Mountain Net Revenue (in thousands) | Period | 2022 | 2021 | YoY Change | | :--- | :--- | :--- | :--- | | Three Months Ended April 30 | $1,084,635 | $829,912 | +30.69% | | Nine Months Ended April 30 | $2,028,310 | $1,571,369 | +29.08% | Total Lodging Net Revenue (in thousands) | Period | 2022 | 2021 | YoY Change | | :--- | :--- | :--- | :--- | | Three Months Ended April 30 | $91,901 | $58,366 | +57.48% | | Nine Months Ended April 30 | $229,842 | $132,770 | +73.12% | [Note 4. Net Income per Share](index=14&type=section&id=4.%20Net%20Income%20per%20Share) Basic Net Income Per Share Attributable to Vail Resorts, Inc. | Period | 2022 | 2021 | YoY Change | | :--- | :--- | :--- | :--- | | Three Months Ended April 30 | $9.18 | $6.82 | +34.60% | | Nine Months Ended April 30 | $11.27 | $6.67 | +69.00% | Diluted Net Income Per Share Attributable to Vail Resorts, Inc. | Period | 2022 | 2021 | YoY Change | | :--- | :--- | :--- | :--- | | Three Months Ended April 30 | $9.16 | $6.72 | +36.31% | | Nine Months Ended April 30 | $11.20 | $6.58 | +70.21% | - Cash dividends declared per share were **$1.91** for the three months and **$3.67** for the nine months ended April 30, 2022, with no dividends in the prior year[43](index=43&type=chunk) [Note 5. Long-Term Debt](index=15&type=section&id=5.%20Long-Term%20Debt) Total Debt (in thousands) | Date | Amount | | :--- | :--- | | April 30, 2022 | $2,830,366 | | July 31, 2021 | $2,948,514 | | April 30, 2021 | $2,958,188 | - The Vail Holdings Credit Agreement term loan facility has **$1.1 billion outstanding**, with quarterly principal amortization of approximately **$15.6 million**, maturing in September 2024[45](index=45&type=chunk) - The Company recognized non-cash foreign currency losses of **$1.0 million** and **$3.1 million** for the three and nine months ended April 30, 2022, respectively, on an intercompany loan to Whistler Blackcomb, compared to gains in the prior year[48](index=48&type=chunk) [Note 6. Acquisitions](index=17&type=section&id=6.%20Acquisitions) - On December 31, 2021, the Company acquired Seven Springs Mountain Resort, Hidden Valley Resort, and Laurel Mountain Ski Area for approximately **$116.5 million cash**[49](index=49&type=chunk) - The acquisition included mountain operations, base area skier services, a hotel, and a conference center[49](index=49&type=chunk) - Goodwill of **$4.991 million** was recognized, primarily attributable to expected synergies and the assembled workforce[51](index=51&type=chunk) [Note 7. Supplementary Balance Sheet Information](index=18&type=section&id=7.%20Supplementary%20Balance%20Sheet%20Information) Property, Plant and Equipment, Net (in thousands) | Date | Amount | | :--- | :--- | | April 30, 2022 | $2,143,285 | | July 31, 2021 | $2,067,876 | | April 30, 2021 | $2,116,795 | Total Accounts Payable and Accrued Liabilities (in thousands) | Date | Amount | | :--- | :--- | | April 30, 2022 | $742,245 | | July 31, 2021 | $815,472 | | April 30, 2021 | $567,264 | - Goodwill decreased by **$33.5 million** due to foreign currency exchange rates, from **$1,781,047 thousand** at July 31, 2021, to **$1,752,533 thousand** at April 30, 2022, partially offset by acquisition-related goodwill of **$4.991 million**[54](index=54&type=chunk) [Note 8. Fair Value Measurements](index=19&type=section&id=8.%20Fair%20Value%20Measurements) - Contingent Consideration, classified as a Level 3 liability, **increased from $29.6 million** at July 31, 2021, **to $43.7 million** at April 30, 2022, primarily due to an estimated increase in the Fiscal 2022 payment[59](index=59&type=chunk)[61](index=61&type=chunk) - The estimated fair value of Contingent Consideration is determined using an option pricing valuation model with key unobservable inputs including a discount rate of **11.1%** and volatility of **17.0%**[60](index=60&type=chunk) [Note 9. Commitments and Contingencies](index=21&type=section&id=9.%20Commitments%20and%20Contingencies) - The Company credit-enhances **$6.3 million** of bonds issued by Holland Creek Metropolitan District through a **$6.4 million** letter of credit[62](index=62&type=chunk) - As of April 30, 2022, the Company had **$77.4 million** in letters of credit outstanding and **$13.2 million** in surety bonds[63](index=63&type=chunk) - The Company is self-insured for U.S. health benefit plans and most U.S. workers' compensation claims, with liabilities included in accrued benefits[68](index=68&type=chunk) [Note 10. Segment Information](index=22&type=section&id=10.%20Segment%20Information) - The Company revised its segment reporting on August 1, 2021, moving certain dining and golf operations from Lodging to Mountain, with prior periods retrospectively adjusted[71](index=71&type=chunk) - Reported EBITDA is used to evaluate segment performance and allocate resources, defined as segment net revenue less segment operating expenses, plus segment equity investment income or loss (and gain/loss on real property for Real Estate)[72](index=72&type=chunk)[74](index=74&type=chunk) Total Reported EBITDA (in thousands) | Period | 2022 | 2021 | YoY Change | | :--- | :--- | :--- | :--- | | Three Months Ended April 30 | $609,248 | $461,188 | +32.09% | | Nine Months Ended April 30 | $897,172 | $639,963 | +40.19% | [Note 11. Share Repurchase Program](index=24&type=section&id=11.%20Share%20Repurchase%20Program) - The Board of Directors authorized repurchases of up to **7,500,000 Vail Shares** in total[76](index=76&type=chunk) - The Company repurchased **144,875 Vail Shares** for approximately **$37.5 million** during the three and nine months ended April 30, 2022[76](index=76&type=chunk) - As of April 30, 2022, **1,193,984 Vail Shares** remained available for repurchase under the program, which has no expiration date[76](index=76&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition, operational results, segment performance, and liquidity [Overview](index=25&type=section&id=Overview) [Mountain Segment](index=25&type=section&id=Mountain%20Segment) - Mountain segment revenue is seasonal, with the majority earned in the **second and third fiscal quarters** from North American ski operations[82](index=82&type=chunk) - Lift tickets (including pass products) are the largest source of Mountain segment revenue, representing approximately **62% of net revenue** for the nine months ended April 30, 2022[82](index=82&type=chunk)[85](index=85&type=chunk) - Pass product sales for the 2022/2023 North American ski season **increased approximately 9% in units** and **11% in sales dollars** through May 31, 2022, compared to the prior year[94](index=94&type=chunk) [Lodging Segment](index=26&type=section&id=Lodging%20Segment) - Lodging segment performance is closely aligned with the Mountain segment and experiences similar seasonal trends, particularly with Destination guests[89](index=89&type=chunk) - Revenues from properties proximate to mountain resorts and ground transportation represented approximately **82% of Lodging segment net revenue** (excluding payroll cost reimbursements) for the nine months ended April 30, 2022[89](index=89&type=chunk) - The COVID-19 pandemic has led to reduced occupancy at lodging properties, though results significantly improved compared to the prior year[90](index=90&type=chunk) [Real Estate Segment](index=27&type=section&id=Real%20Estate%20Segment) - The Real Estate segment primarily focuses on selling land parcels to third-party developers and planning future development projects, limiting financial risk[91](index=91&type=chunk) - Revenue and associated expenses in this segment can fluctuate significantly based on the timing and type of real estate transactions[91](index=91&type=chunk) [Recent Trends, Risks and Uncertainties](index=27&type=section&id=Recent%20Trends%2C%20Risks%20and%20Uncertainties) - COVID-19 continues to negatively impact operations due to travel restrictions, vaccination requirements, and other mandates, though conditions have improved relative to the prior year[92](index=92&type=chunk) - The Company acquired Seven Springs Mountain Resort, Hidden Valley Resort, and Laurel Mountain Ski Area for approximately **$116.5 million** on December 31, 2021, expecting a positive contribution to annual results[94](index=94&type=chunk) - The Company plans to invest **CHF 149 million** to acquire a **55% ownership stake** in Andermatt-Sedrun Sport AG, with the transaction expected to close later in calendar year 2022[95](index=95&type=chunk) [Results of Operations](index=29&type=section&id=RESULTS%20OF%20OPERATIONS) [Summary](index=29&type=section&id=Summary) Net Income Attributable to Vail Resorts, Inc. (in thousands) | Period | 2022 | 2021 | YoY Change | | :--- | :--- | :--- | :--- | | Three Months Ended April 30 | $372,550 | $274,629 | +35.64% | | Nine Months Ended April 30 | $456,609 | $268,661 | +70.03% | Resort Reported EBITDA (in thousands) | Period | 2022 | 2021 | YoY Change | | :--- | :--- | :--- | :--- | | Three Months Ended April 30 | $610,539 | $462,222 | +32.09% | | Nine Months Ended April 30 | $899,987 | $643,493 | +39.86% | [Mountain Segment (Detailed Analysis)](index=30&type=section&id=Mountain%20Segment%20(Detailed%20Analysis)) [Three months ended April 30, 2022 compared to 2021](index=30&type=section&id=Three%20months%20ended%20April%2030%2C%202022%20compared%20to%20the%20three%20months%20ended%20April%2030%2C%202021) - Mountain Reported EBITDA **increased by $139.1 million (30.4%)** to **$596.0 million**, driven by strong North American pass sales and fewer COVID-19 restrictions[100](index=100&type=chunk)[101](index=101&type=chunk) - Lift revenue **increased by $137.0 million (23.7%)**, with pass revenue up **30.2%** and non-pass revenue up **16.1%**[100](index=100&type=chunk)[102](index=102&type=chunk) - Total skier visits **increased by 21.1%** to 8,702 thousand, and Effective Ticket Price (ETP) **increased by 2.2%** to $82.13[100](index=100&type=chunk) [Nine months ended April 30, 2022 compared to 2021](index=32&type=section&id=Nine%20months%20ended%20April%2030%2C%202022%20compared%20to%20the%20nine%20months%20ended%20April%2030%2C%202021) - Mountain Reported EBITDA **increased by $219.3 million (33.5%)** to **$873.5 million**, primarily due to strong North American pass sales growth and fewer COVID-19 limitations[109](index=109&type=chunk)[110](index=110&type=chunk) - Lift revenue **increased by $209.1 million (20.1%)**, with pass revenue up **20.8%** and non-pass revenue up **18.8%**[109](index=109&type=chunk)[111](index=111&type=chunk) - Total skier visits **increased by 14.7%** to 16,279 thousand, and ETP **increased by 4.7%** to $76.82[109](index=109&type=chunk) [Lodging Segment (Detailed Analysis)](index=34&type=section&id=Lodging%20Segment%20(Detailed%20Analysis)) [Three months ended April 30, 2022 compared to 2021](index=34&type=section&id=Three%20months%20ended%20April%2030%2C%202022%20compared%20to%20the%20three%20months%20ended%20April%2030%2C%202021) - Lodging Reported EBITDA **increased by $9.2 million (173.1%)** to **$14.5 million**, driven by fewer COVID-19 restrictions and increased occupancy and ADR[118](index=118&type=chunk) - Owned hotel and managed condominium combined ADR **increased by 26.9%** to $475.21, and RevPAR **increased by 50.6%** to $214.40[118](index=118&type=chunk) - Dining revenue **increased by 251.9%** to $14.6 million, and owned hotel rooms revenue **increased by 78.5%** to $18.3 million[118](index=118&type=chunk) [Nine months ended April 30, 2022 compared to the nine months ended April 30, 2021](index=35&type=section&id=Nine%20months%20ended%20April%2030%2C%202022%20compared%20to%20the%20nine%20months%20ended%20April%2030%2C%202021) - Lodging Reported EBITDA **increased by $37.2 million (345.6%)** to **$26.5 million**, primarily due to fewer COVID-19 restrictions, increased occupancy, and higher ADR[123](index=123&type=chunk)[124](index=124&type=chunk) - Owned hotel and managed condominium combined ADR **increased by 17.0%** to $403.31, and RevPAR **increased by 72.2%** to $149.20[123](index=123&type=chunk) - Owned hotel rooms revenue **increased by 119.4%** to $53.4 million, and dining revenue **increased by 332.2%** to $33.3 million[123](index=123&type=chunk) [Real Estate Segment (Detailed Analysis)](index=37&type=section&id=Real%20Estate%20Segment%20(Detailed%20Analysis)) [Three months ended April 30, 2022 compared to 2021](index=37&type=section&id=Three%20months%20ended%20April%2030%2C%202022%20compared%20to%20the%20three%20months%20ended%20April%2030%2C%202021) - Total Real Estate net revenue **decreased by 83.9%** to $129 thousand, as no significant real estate transactions closed in either period[130](index=130&type=chunk) - Real Estate Reported EBITDA **decreased by 24.9%** to $(1,291) thousand[130](index=130&type=chunk) [Nine months ended April 30, 2022 compared to 2021](index=37&type=section&id=Nine%20months%20ended%20April%2030%2C%202022%20compared%20to%20the%20nine%20months%20ended%20April%2030%2C%202021) - Total Real Estate net revenue **decreased by 54.4%** to $624 thousand, with no significant real estate transactions closed[131](index=131&type=chunk) - Real Estate Reported EBITDA **improved by 20.3%** to $(2,815) thousand, partly due to a significant gain on sale of real property (**$1.151 million in 2022** vs. $189 thousand in 2021)[131](index=131&type=chunk) [Other Items](index=38&type=section&id=Other%20Items) - Losses from the change in estimated fair value of contingent consideration were **$2.8 million** and **$21.6 million** for the three and nine months ended April 30, 2022, respectively, primarily due to an increase in the estimated Fiscal 2022 payment[132](index=132&type=chunk) - Foreign currency losses on intercompany loans were **$1.0 million** and **$3.1 million** for the three and nine months ended April 30, 2022, respectively, due to the Canadian dollar decreasing relative to the U.S. dollar[133](index=133&type=chunk) - Gain on disposal of fixed assets and other, net, for the nine months ended April 30, 2022, included **$7.9 million** from an administrative building sale and proceeds from NPS for leasehold surrender interest[134](index=134&type=chunk) - The effective tax rate for the three and nine months ended April 30, 2022, was **23.4%** and **18.8%**, respectively, compared to **21.7%** and **19.8%** in the prior year periods[135](index=135&type=chunk) [Reconciliation of Segment Earnings and Net Debt](index=39&type=section&id=Reconciliation%20of%20Segment%20Earnings%20and%20Net%20Debt) Total Reported EBITDA (in thousands) | Period | 2022 | 2021 | YoY Change | | :--- | :--- | :--- | :--- | | Three Months Ended April 30 | $609,248 | $461,188 | +32.09% | | Nine Months Ended April 30 | $897,172 | $639,963 | +40.19% | Net Debt (in thousands) | Date | Amount | | :--- | :--- | | April 30, 2022 | $1,350,056 | | April 30, 2021 | $1,508,733 | [Liquidity and Capital Resources](index=39&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) [Nine months ended April 30, 2022 compared to 2021](index=40&type=section&id=Nine%20months%20ended%20April%2030%2C%202022%20compared%20to%20the%20nine%20months%20ended%20April%2030%2C%202021) - Net cash provided by operating activities **increased by $221.9 million** to **$773.0 million**, driven by improved Mountain and Lodging segment results and increased pass product sales[140](index=140&type=chunk) - Cash used in investing activities **increased by $180.5 million** to **$255.6 million**, primarily due to the **$116.3 million** acquisition of Seven Springs Resorts and a **$76.2 million** increase in capital expenditures[141](index=141&type=chunk) - Cash used in financing activities **increased by $827.0 million** to **$352.7 million**, mainly due to prior year proceeds from 0.0% Convertible Notes, increased dividends, debt repayment, and share repurchases[142](index=142&type=chunk) [Significant Sources of Cash](index=40&type=section&id=Significant%20Sources%20of%20Cash) - The Company had **$1.4 billion** in cash and cash equivalents as of April 30, 2022[143](index=143&type=chunk) - Available credit included **$417.3 million** under the Vail Holdings Credit Agreement and **C$272.1 million ($211.8 million)** under the Whistler Credit Agreement as of April 30, 2022[144](index=144&type=chunk) [Significant Uses of Cash](index=40&type=section&id=Significant%20Uses%20of%20Cash) [Capital Expenditures](index=40&type=section&id=Capital%20Expenditures) - Anticipated resort capital expenditures for calendar year 2022 are **$315 million to $325 million**, excluding one-time items[146](index=146&type=chunk) - The plan includes approximately **$180 million** for 21 new or replacement lifts and a terrain expansion at Keystone, which is **$150 million** above the typical annual capital plan[146](index=146&type=chunk) [Acquisitions](index=41&type=section&id=Acquisitions) - Acquired Seven Springs Resorts for approximately **$116.5 million** on December 31, 2021, funded with cash on hand[147](index=147&type=chunk) - Entered an agreement to purchase a majority stake in Andermatt-Sedrun Sport AG for **CHF 149 million**, expected to close in calendar year 2022, funded with cash on hand[148](index=148&type=chunk) [Debt](index=41&type=section&id=Debt) - Total long-term debt, net (including current maturities) was **$2.8 billion** as of April 30, 2022[149](index=149&type=chunk) - Net Debt **decreased from $1.5 billion** as of April 30, 2021, **to $1.4 billion** as of April 30, 2022[149](index=149&type=chunk) - Approximately **$0.8 billion** of variable-rate debt was outstanding as of April 30, 2022; a 100-basis point change in borrowing rates would alter annual interest payments by approximately **$7.7 million**[152](index=152&type=chunk) [Dividend Payments](index=42&type=section&id=Dividend%20Payments) - The Board approved a cash dividend of **$1.91 per share** payable on July 12, 2022[153](index=153&type=chunk) - For the nine months ended April 30, 2022, **$3.67 per share ($148.9 million total)** in cash dividends were paid[153](index=153&type=chunk) [Share Repurchase Program](index=42&type=section&id=Share%20Repurchase%20Program) - The Company repurchased **144,875 shares** for approximately **$37.5 million** during the nine months ended April 30, 2022[154](index=154&type=chunk) - As of April 30, 2022, **1,193,984 Vail Shares** remained available for repurchase under the existing authorization[154](index=154&type=chunk) [Covenants and Limitations](index=42&type=section&id=Covenants%20and%20Limitations) - The Company was in compliance with all restrictive financial covenants under its debt instruments as of April 30, 2022[156](index=156&type=chunk) - Covenants include Net Funded Debt to Adjusted EBITDA ratio, Secured Net Funded Debt to Adjusted EBITDA ratio, and Interest Coverage ratio for the Vail Holdings Credit Agreement[155](index=155&type=chunk) [OFF BALANCE SHEET ARRANGEMENTS](index=42&type=section&id=OFF%20BALANCE%20SHEET%20ARRANGEMENTS) - The Company has no off-balance sheet transactions expected to have a material effect on its financial condition or results[157](index=157&type=chunk) [FORWARD-LOOKING STATEMENTS](index=43&type=section&id=FORWARD-LOOKING%20STATEMENTS) - Forward-looking statements are subject to risks and uncertainties, including the ultimate duration and impact of COVID-19, economic conditions, weather, and operational disruptions[158](index=158&type=chunk)[160](index=160&type=chunk) - The Company does not intend to update these statements, even if new information or future events make them incorrect or misleading[161](index=161&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=44&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company discusses its exposure to interest rate and foreign currency exchange rate risks - As of April 30, 2022, approximately **$0.8 billion (27% of total debt)** was variable-rate debt; a 100-basis point change in borrowing rates would alter annual interest payments by approximately **$7.7 million**[162](index=162&type=chunk) - The Company is exposed to foreign currency translation risk, particularly with the Canadian and Australian dollars, and foreign currency transaction exposure from an intercompany loan to Whistler Blackcomb[163](index=163&type=chunk) - Foreign currency translation adjustments resulted in a **loss of $48.9 million** for the nine months ended April 30, 2022, compared to a **gain of $132.2 million** in the prior year[165](index=165&type=chunk) [Item 4. Controls and Procedures](index=44&type=section&id=Item%204.%20Controls%20and%20Procedures) Management confirms the effectiveness of disclosure controls and notes changes in internal controls [Disclosure Controls and Procedures](index=44&type=section&id=Disclosure%20Controls%20and%20Procedures) - The CEO and CFO concluded that the Company's disclosure controls and procedures were effective as of April 30, 2022, providing reasonable assurance for timely and accurate reporting[167](index=167&type=chunk) [Changes in Internal Controls over Financial Reporting](index=45&type=section&id=Changes%20in%20Internal%20Controls%20over%20Financial%20Reporting) - The assessment of internal control over financial reporting as of April 30, 2022, did not include certain elements of the recently acquired Seven Springs Resorts[169](index=169&type=chunk) - Excluding the Seven Springs Resorts, there were no material changes in internal control over financial reporting during the three and nine months ended April 30, 2022[170](index=170&type=chunk) [PART II. OTHER INFORMATION](index=45&type=section&id=PART%20II%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=45&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no material impact is expected from current ordinary course lawsuits - The Company is a party to various lawsuits in the ordinary course of business, but management believes these are not expected to have a material adverse impact on financial position, results of operations, and cash flows[171](index=171&type=chunk) [Item 1A. Risk Factors](index=45&type=section&id=Item%201A.%20Risk%20Factors) No material changes to previously disclosed risk factors are reported for the period - No material changes to the risk factors previously disclosed in the Company's Form 10-K (September 23, 2021) and Form 10-Q (March 14, 2022)[172](index=172&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=45&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details exchangeable shares and stock repurchase activities during the fiscal quarter [Exchangeable Shares](index=45&type=section&id=Exchangeable%20Shares) - In connection with the Whistler Blackcomb acquisition in October 2016, **418,095 shares** of the Canadian subsidiary ("Exchangeco Shares") were issued, which are substantially equivalent to Vail Shares and exchangeable[173](index=173&type=chunk) - As of April 30, 2022, **31,294 Exchangeco Shares** had not yet been exchanged into Vail Shares[173](index=173&type=chunk) [Repurchase of Equity Securities](index=46&type=section&id=Repurchase%20of%20Equity%20Securities) - The Company repurchased **144,875 Vail Shares** at an average price of **$258.86 per share** during April 2022[176](index=176&type=chunk) - As of April 30, 2022, **1,193,984 Vail Shares** remained available for repurchase under the existing authorization[176](index=176&type=chunk) [Item 3. Defaults Upon Senior Securities](index=46&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon its senior securities - None[177](index=177&type=chunk) [Item 4. Mine Safety Disclosures](index=46&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is confirmed as not applicable to the company's operations - Not applicable[178](index=178&type=chunk) [Item 5. Other Information](index=46&type=section&id=Item%205.%20Other%20Information) The company reports no other information for this period - None[179](index=179&type=chunk) [Item 6. Exhibits](index=46&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the quarterly report - Exhibits include certifications from the CEO and CFO (31.1, 31.2, 32) and various XBRL documents (101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE, 104)[181](index=181&type=chunk) [SIGNATURES](index=47&type=section&id=SIGNATURES) - The report was signed by Michael Z. Barkin (Executive Vice President and Chief Financial Officer) and Nathan Gronberg (Vice President, Controller and Chief Accounting Officer) on June 9, 2022[185](index=185&type=chunk)

Vail Resorts, Inc. (NYSE:MTN) Q2 2022 Results Conference Call March 14, 2022 5:00 PM ET Company Participants Kirsten Lynch - CEO Michael Barkin - CFO Conference Call Participants Shaun Kelley - Bank of America Ben Chaiken - Credit Suisse Jeff Stantial - Stifel Laurent Vasilescu - Paribas Exane Chris Woronka - Deutsche Bank Patrick Scholes - Truist Securities David Katz - Jefferies Ryan Sundby - William Blair Operator Good day, and welcome to the Vail Resorts Second Quarter Earnings Conference Call. Today's ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-09614 Vail Resorts, Inc. (Exact Name of Registrant as Specified in Its Charter) (State or Other Jurisdiction of Incorporation or Organizati ...

Vail Resorts, Inc. (NYSE:MTN) Q1 2022 Earnings Conference Call December 9, 2021 5:00 PM ET Company Participants Kirsten Lynch - CEO Michael Barkin - CFO Conference Call Participants Shaun Kelley - Bank of America Benjamin Chaiken - Credit Suisse Chris Woronka - Deutsche Bank Patrick Scholes - Truist Securities David Katz - Jefferies Jeffrey Stantial - Stifel Ryan Sundby - William Blair Operator Please stand by. Good day and welcome to the Vail Resorts First Quarter 2022 Earnings Call. Today's conference is ...

PART I FINANCIAL INFORMATION [Item 1. Financial Statements (unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(unaudited).) This section presents Vail Resorts' unaudited Consolidated Condensed Financial Statements for the three months ended October 31, 2021 [Consolidated Condensed Balance Sheets](index=4&type=section&id=Consolidated%20Condensed%20Balance%20Sheets) Total assets reached **$6.29 billion**, driven by a significant increase in cash to **$1.47 billion**, while total liabilities rose to **$4.62 billion** Consolidated Condensed Balance Sheet Highlights (in thousands) | Account | Oct 31, 2021 | July 31, 2021 | Oct 31, 2020 | | :--- | :--- | :--- | :--- | | **Assets** | | | | | Cash and cash equivalents | $1,468,380 | $1,243,962 | $462,212 | | Total current assets | $1,777,854 | $1,745,586 | $841,615 | | Total assets | $6,290,551 | $6,251,056 | $5,390,524 | | **Liabilities & Equity** | | | | | Total current liabilities | $1,267,824 | $978,401 | $950,230 | | Long-term debt, net | $2,704,583 | $2,736,175 | $2,387,861 | | Total liabilities | $4,624,091 | $4,421,988 | $4,014,797 | | Total stockholders' equity | $1,666,460 | $1,829,068 | $1,375,727 | [Consolidated Condensed Statements of Operations](index=5&type=section&id=Consolidated%20Condensed%20Statements%20of%20Operations) Net loss attributable to Vail Resorts improved to **$(139.3) million**, with total net revenue increasing **33.2%** to **$175.6 million** Statement of Operations Summary (in thousands, except per share data) | Metric | Three Months Ended Oct 31, 2021 | Three Months Ended Oct 31, 2020 | | :--- | :--- | :--- | | Total net revenue | $175,576 | $131,786 | | Loss from operations | $(165,673) | $(163,961) | | Net loss | $(142,521) | $(157,021) | | Net loss attributable to Vail Resorts, Inc. | $(139,332) | $(153,766) | | Diluted net loss per share | $(3.44) | $(3.82) | [Consolidated Condensed Statements of Cash Flows](index=8&type=section&id=Consolidated%20Condensed%20Statements%20of%20Cash%20Flows) Operating cash flow significantly increased to **$349.0 million**, primarily due to higher deferred revenue from pass sales Cash Flow Summary (in thousands) | Cash Flow Activity | Three Months Ended Oct 31, 2021 | Three Months Ended Oct 31, 2020 | | :--- | :--- | :--- | | Net cash provided by operating activities | $349,021 | $111,993 | | Net cash used in investing activities | $(39,857) | $(29,274) | | Net cash used in financing activities | $(84,734) | $(12,684) | | Net increase in cash | $224,288 | $70,289 | [Notes to Consolidated Condensed Financial Statements](index=9&type=section&id=Notes%20to%20Consolidated%20Condensed%20Financial%20Statements) Detailed notes cover accounting policies, segment information, long-term debt, and the acquisition of three Pennsylvania ski resorts - The company operates in three business segments: Mountain, Lodging, and Real Estate. The Mountain segment includes 37 destination mountain resorts and regional ski areas[23](index=23&type=chunk) - Total long-term debt, net of current maturities, was **$2.70 billion** as of October 31, 2021, up from **$2.39 billion** as of October 31, 2020[41](index=41&type=chunk) - On December 8, 2021, the company entered into an agreement to acquire Seven Springs Mountain Resort, Hidden Valley Ski Resort, and Laurel Mountain ski area in Pennsylvania for approximately **$125.0 million** in cash[68](index=68&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 FY2022 financial results, highlighting seasonal losses, segment performance, and strong liquidity - Pass product sales for the 2021/2022 North American ski season increased approximately **47% in units** and **21% in sales dollars** through December 5, 2021, compared to the prior year[80](index=80&type=chunk) - As of October 31, 2021, the company had **$1.5 billion of cash and cash equivalents** and **$416.6 million available** under the Vail Holdings Credit Agreement revolver[80](index=80&type=chunk) - The company exited the Financial Covenants Temporary Waiver Period under its credit agreement effective October 31, 2021, and is now required to comply with standard financial maintenance covenants[81](index=81&type=chunk) [Results of Operations](index=25&type=section&id=Results%20of%20Operations) Resort Reported EBITDA loss widened to **$(108.4) million**, impacted by Australian closures and prior year pass credit recognition Reported EBITDA by Segment (in thousands) | Segment | Three Months Ended Oct 31, 2021 | Three Months Ended Oct 31, 2020 | | :--- | :--- | :--- | | Mountain Reported EBITDA | $(110,964) | $(85,160) | | Lodging Reported EBITDA | $2,551 | $(9,620) | | Resort Reported EBITDA | $(108,413) | $(94,780) | | Real Estate Reported EBITDA | $(1,124) | $(1,196) | - Mountain Reported EBITDA decreased by **$25.8 million**, primarily due to the prior year's recognition of **$15.4 million** in revenue from expired pass credits and decreased results from Australian ski areas due to COVID-19 closures[88](index=88&type=chunk) - Lodging Reported EBITDA increased by **$12.2 million**, driven by fewer COVID-19 capacity-related restrictions and limitations on North American summer operations compared to the prior year[96](index=96&type=chunk) [Liquidity and Capital Resources](index=31&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity strengthened with **$1.47 billion** in cash and a surge in operating cash flow, supporting significant future capital expenditures Cash Flow Summary (in thousands) | Metric | Three Months Ended Oct 31, 2021 | Three Months Ended Oct 31, 2020 | | :--- | :--- | :--- | | Net cash provided by operating activities | $349,021 | $111,993 | | Net cash used in investing activities | $(39,857) | $(29,274) | | Net cash used in financing activities | $(84,734) | $(12,684) | - The increase in operating cash flow was primarily due to a rise in pass product sales and associated collections, which were impacted by delays and credits in the prior year due to COVID-19[111](index=111&type=chunk) - The capital plan for calendar year 2022 is expected to be approximately **$315 million to $325 million**, which is about **$150 million** above the typical annual plan[119](index=119&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=36&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces interest rate risk on variable-rate debt and foreign currency exchange rate risk from international operations - As of October 31, 2021, the company had approximately **$0.8 billion of variable-rate debt**. A **100-basis point** change in borrowing rates would change annual interest payments by approximately **$8.0 million**[133](index=133&type=chunk) - The company is exposed to foreign currency translation risk from its operations in Canada and Australia. For the three months ended October 31, 2021, foreign currency translation adjustments resulted in a gain of **$15.1 million**[134](index=134&type=chunk)[136](index=136&type=chunk) [Controls and Procedures](index=36&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were effective, with no material changes to internal control over financial reporting - The CEO and CFO concluded that as of the end of the quarter, the company's disclosure controls and procedures were effective in providing reasonable assurance that required information is recorded, processed, and reported in a timely manner[138](index=138&type=chunk) - No changes occurred during the quarter that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[140](index=140&type=chunk) PART II OTHER INFORMATION [Legal Proceedings](index=37&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various lawsuits but does not anticipate a material adverse impact on its financial position - The company is a party to various lawsuits from the ordinary course of business but does not expect them to have a material adverse impact on its financial condition or results of operations[142](index=142&type=chunk) [Risk Factors](index=37&type=section&id=Item%201A.%20Risk%20Factors) No material changes to previously disclosed risk factors were reported in the company's latest Form 10-K - No material changes to the risk factors disclosed in the company's most recent Form 10-K were reported[143](index=143&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=37&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details outstanding Exchangeco Shares from the Whistler Blackcomb acquisition, exchangeable for common stock - As of October 31, 2021, **33,697 Exchangeco Shares**, issued during the Whistler Blackcomb acquisition, remained outstanding and exchangeable into Vail Resorts common stock[144](index=144&type=chunk) [Exhibits](index=38&type=section&id=Item%206.%20Exhibits) Exhibits include management incentive plans, employment agreements, and required CEO/CFO certifications - Exhibits filed include the Vail Resorts, Inc. Management Incentive Plan, an executive employment agreement, and CEO/CFO certifications pursuant to Sarbanes-Oxley Sections 302 and 906[151](index=151&type=chunk)

Financial Data and Key Metrics Changes - For fiscal year 2021, net income attributable to Vail Resorts was $127.9 million, or $3.13 per diluted share, compared to $98.8 million, or $2.42 per diluted share in the prior fiscal year [22] - Resort reported EBITDA was $544.7 million for fiscal year 2021, an increase of $41.3 million compared to fiscal year 2020 [22] - The guidance for net income attributable to Vail Resorts for fiscal 2022 is estimated to be between $278 million and $349 million, with resort reported EBITDA expected to be between $785 million and $835 million [24] Business Line Data and Key Metrics Changes - Total skier visitation at US destinations was down only 6% compared to fiscal 2019, while Whistler Blackcomb saw a 51% decline due to COVID-19 impacts [9][10] - Resort reported EBITDA margin for fiscal 2021 was 28.5%, driven by disciplined cost controls and a higher proportion of lift revenue [11] - Season pass sales increased approximately 42% in units and approximately 17% in sales dollars compared to the prior year [15] Market Data and Key Metrics Changes - In Australia, financial results were negatively impacted by approximately $8 million due to COVID-19 related stay-at-home orders and temporary resort closures [12] - The anticipated reduction in international visitation is expected to generate approximately $27 million lower resort reported EBITDA at Whistler Blackcomb compared to fiscal 2019 [26] Company Strategy and Development Direction - The company is focused on enhancing guest experience while maintaining cost discipline, with a capital investment plan for calendar year 2022 aimed at increasing lift capacity and improving guest experience [32][34] - The strategy includes a significant investment in technology enhancements and a commitment to internal leadership development [40][44] - The company plans to return capital spending to typical long-term levels in calendar year 2023 after the increased spending in 2022 [41] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the robust demand from guests and the strength of advanced commitment product sales, despite challenges from COVID-19 [24][30] - The company anticipates a net loss attributable to Vail Resorts in the first quarter of fiscal 2022 due to COVID-19 impacts, particularly in Australia [26][27] - Management highlighted the importance of staffing and wage increases to ensure a quality guest experience amid ongoing hiring challenges [75] Other Important Information - The company declared a cash dividend of $0.88 per share, reflecting confidence in free cash flow generation despite ongoing COVID-19 risks [30] - Total cash and revolver availability as of July 31, 2021, was approximately $1.9 billion, with $1.2 billion in cash on hand [29] Q&A Session Summary Question: Thoughts on pass sales trends and ancillary spending outlook - Management noted strong trends in renewals and new pass holders, indicating positive guest engagement, but acknowledged uncertainties due to pull forward dynamics and COVID-19 impacts [49][50] Question: Insights on lift investments and ROI - Management emphasized the importance of lifts in enhancing guest experience and supporting future growth, despite challenges in tracking specific ROI [55][57] Question: Pricing strategy for future years - Management indicated a history of consistent price increases and viewed the recent price reduction as a strategic reset to drive long-term guest value [61][62] Question: Guidance context and normalization of EBITDA - Management confirmed that the guidance accounts for anticipated challenges, particularly in international visitation and group business, and noted that the baseline would be higher without these impacts [91][92] Question: Impact of COVID protocols on consumer spending - Management expressed confidence that full capacity would be maintained at resorts, mitigating potential impacts on consumer spending from COVID protocols [100][101]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-09614 Vail Resorts, Inc. (Exact name of registrant as specified in its charter) Delaware 51-0291762 (State or other jurisdiction of incorporation o ...