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Acquisition
6 Months Ended
Jan. 31, 2012
Acquisition [Abstract]  
Acquisition
5. Acquisition

On October 25, 2010, the Company acquired for cash 100% of the capital stock of BCRP Inc. and the interest of Northstar Group Commercial Properties (together, with their subsidiaries "Northstar") that operate the Northstar mountain resort in North Lake Tahoe, California from Booth Creek Resort Properties LLC and other sellers for a total consideration of $60.2 million, net of cash acquired. Northstar is a year round mountain resort providing a comprehensive offering of recreational activities, including both snow sports and summer activities. Additionally, Northstar operates a base area village at the resort, including the subleasing of commercial retail space and condominium property management.

The following summarizes the fair values of the identifiable assets acquired and liabilities assumed at the acquisition date (in thousands).

 

     Acquisition
Date Fair
Value
 

Accounts receivable, net

   $ 2,499   

Inventory, net

     1,894   

Other assets

     1,422   

Property, plant and equipment

     9,612   

Deferred income tax assets, net

     15,087   

Intangible Assets

     2,470   

Goodwill

     85,446   
  

 

 

 

Total identifiable assets acquired

   $ 118,430   

Accounts payable and accrued liabilities

   $ 6,671   

Deferred revenue

     5,281   

Capital lease obligations

     2,892   

Unfavorable lease obligations, net

     43,400   
  

 

 

 

Total liabilities assumed

   $ 58,244   

Total purchase price

   $ 60,186   
  

 

 

 

The excess of the purchase price over the aggregate fair values of assets acquired and liabilities assumed was recorded as goodwill. The goodwill recognized is attributable primarily to expected synergies, the assembled workforce of Northstar and other factors. None of the goodwill is expected to be deductible for income tax purposes. The intangible assets have a weighted-average amortization period of 4.6 years.

The following presents the unaudited pro forma consolidated financial information of the Company as if the acquisition of Northstar was completed on August 1, 2010. The following unaudited pro forma financial information includes adjustments for (i) depreciation and interest expense for capital leases on acquired property, plant and equipment and amortization of intangible assets 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 unaudited 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, 2010 (in thousands, except per share amounts).

 

     Six Months
Ended
January 31,
2011
 

Pro forma net revenue

   $ 640,670   

Pro forma net income attributable to Vail Resorts, Inc.

   $ 10,072   

Pro forma basic net income per share attributable to Vail Resorts, Inc.

   $ 0.28   

Pro forma diluted net income per share attributable to Vail Resorts, Inc.

   $ 0.27