5.	Acquisition

On October 25, 2010, the Company acquired for cash 100% of the capital stock of BCRP Inc. and the membership interest of Northstar Group Commercial Properties LLC (together, with their subsidiaries "Northstar-at-Tahoe") that operate the Northstar-at-Tahoe mountain resort in North Lake Tahoe, California from Booth Creek Resort Properties LLC and other sellers for a total consideration of $60.5 million, net of cash acquired. Northstar-at-Tahoe is a year round mountain resort providing a comprehensive offering of recreational activities, including both snow sports and summer activities. Additionally, Northstar-at-Tahoe operates a base area village at the resort, including the subleasing of commercial retail space and condominium property management.

The following summarizes the preliminary estimated fair values of the identifiable assets acquired and liabilities assumed at the acquisition date (in thousands). The preliminary estimate of fair value of identifiable assets acquired and liabilities assumed are subject to revisions, which may result in adjustments to the preliminary values presented below.


	Preliminary Estimates of Acquisition Date Fair Value
Accounts receivable, net	$	2,336
Inventory, net		1,799
Other assets		1,488
Property, plant and equipment		9,469
Deferred income tax assets, net		14,603
Intangible assets		2,470
Goodwill		86,484

Total identifiable assets acquired	$	118,649
Accounts payable and accrued liabilities	$	6,548
Deferred revenue		5,281
Capital lease obligations		2,892
Unfavorable lease obligations, net		43,400

Total liabilities assumed	$	58,121
Total purchase price	$	60,528

The operations of Northstar-at-Tahoe are conducted on land and with operating assets owned by CNL Lifestyle Properties, Inc. under long-term lease agreements which were assumed by the Company. Under the terms of the leases, the Company estimates that it will be required to pay above market rates in the aggregate through the remainder of the initial lease term expiring in fiscal 2027. The Company has recorded a net unfavorable lease obligation for these leases that will be amortized as an adjustment to lease expense over the remaining initial lease term. Future minimum lease payments (excluding contingent rents and executory costs) under the remaining initial term of these leases reflected by fiscal year as of April 30, 2011 are as follows (in thousands):


2011	$	—
2012		11,358
2013		11,703
2014		12,365
2015		12,683
Thereafter		152,145

Total	$	200,254

The excess of the purchase price over the aggregate fair values of assumed assets and liabilities was recorded as goodwill. The goodwill recognized is attributable primarily to expected synergies, the assembled workforce of Northstar-at-Tahoe and other factors. None of the goodwill is expected to be deductible for income tax purposes. The operating results of Northstar-at-Tahoe have contributed $32.4 million and $63.8 million of net revenue for the three and nine months ended April 30, 2011, respectively. Additionally, the Company has recognized $4.0 million of acquisition related expenses in the Consolidated Condensed Statement of Operations during the nine months ended April 30, 2011.

The following presents the unaudited pro forma consolidated financial information of the Company as if the acquisition of Northstar-at-Tahoe was completed on August 1, 2009. The following pro forma financial information includes adjustments for (i) depreciation and interest expense for capital leases on acquired property, plant and equipment recorded at the date of acquisition; (ii) straight-line expense recognition of minimum future lease payments from the date of acquisition, including the amortization of the net unfavorable lease obligations; and (iii) acquisition related costs. This pro forma financial information is presented for informational purposes only and does not purport to be indicative of the results of future operations or the results that would have occurred had the acquisition taken place on August 1, 2009 (in thousands, except per share amounts).


	Three Months Ended April 30,
	2010
Pro forma net revenue	$	381,264
Pro forma net income attributable to Vail Resorts, Inc.	$	79,904
Pro forma basic net income per share attributable to Vail Resorts, Inc.	$	2.20
Pro forma diluted net income per share attributable to Vail Resorts, Inc.	$	2.17


	Nine Months Ended April 30,
	2011		2010
Pro forma net revenue	$	1,041,449	$	791,648
Pro forma net income attributable to Vail Resorts, Inc.	$	87,112	$	79,871
Pro forma basic net income per share attributable to Vail Resorts, Inc.	$	2.42	$	2.20
Pro forma diluted net income per share attributable to Vail Resorts, Inc.	$	2.37	$	2.17