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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTER ENDED APRIL 27, 2003 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 1-13507
--------------------------------
American Skiing Company
(Exact name of registrant as specified in its charter)
Delaware 04-3373730
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
136 Heber Avenue, #303
P.O. Box 4552
Park City, Utah 84060
(Address of principal executive office)
(Zip Code)
(435) 615-0340
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report.)
Indicate by checkmark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined by Rule 12b-2 of the Exchange Act.
Yes [ ] No [X]
The number of shares outstanding of each of the issuer's classes of common stock
were 14,760,530 shares of Class A common stock, $.01 par value, and 16,963,611
shares of common stock, $.01 par value, as of June 1, 2003.
American Skiing Company and Subsidiaries
Table of Contents
Part I - Financial Information
Item 1. Financial Statements
Condensed Consolidated Statements of Operations for the 13 weeks
ended April 28, 2002 and April 27, 2003 (unaudited)..............3
Condensed Consolidated Statements of Operations for the 39 weeks
ended April 28, 2002 and April 27, 2003 (unaudited)..............4
Condensed Consolidated Balance Sheets as of July 28, 2002
and April 27, 2003 (unaudited)...................................5
Condensed Consolidated Statements of Cash Flows for the 39 weeks
ended April 28, 2002 and April 27, 2003 (unaudited)..............6
Notes to Condensed Consolidated Financial Statements (unaudited)......7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
General..............................................................16
Liquidity and Capital Resources......................................17
Results of Operations................................................22
Item 3. Quantitative and Qualitative Disclosures
About Market Risk...............................................27
Item 4. Controls and Procedures..............................................27
Part II - Other Information
Item 1. Legal Proceedings....................................................27
Item 2. Changes in Securities and Use of Proceeds............................27
Item 3. Defaults upon Senior Securities......................................27
Item 5. Other Information....................................................28
Item 6. Exhibits and Reports on Form 8-K....................................28
2
American Skiing Company and Subsidiaries
Part I - Financial Information
Item 1 Financial Statements
Condensed Consolidated Statements of Operations
(In thousands, except share and per share amounts)
13 weeks ended 13 weeks ended
April 28, 2002 April 27, 2003
(unaudited) (unaudited)
Net revenues:
Resort $ 124,049 $ 122,129
Real estate 7,592 5,614
------------------- -------------------
Total net revenues 131,641 127,743
------------------- -------------------
Operating expenses:
Resort 62,530 60,903
Real estate 8,340 4,941
Marketing, general
and administrative 13,520 13,600
Restructuring and asset
impairment charges - (160)
-
Write-off of deferred
financing costs - 2,761
Depreciation and amortization 11,518 12,066
------------------- -------------------
Total operating expenses 95,908 94,111
------------------- -------------------
Income from operations 35,733 33,632
Interest expense, net 11,101 11,094
------------------- -------------------
Income from continuing operations 24,632 22,538
Income from discontinued
operations of Heavenly resort 9,853 -
------------------- -------------------
Net income 34,485 22,538
Accretion of discount and
dividends on mandatorily
redeemable preferred stock (8,305) (9,567)
------------------- -------------------
Net income available to common
shareholders $ 26,180 $ 12,971
=================== ===================
Accumulated deficit, beginning
of period $ (335,583) $ (488,842)
Net income available to common
shareholders 26,180 12,971
------------------- -------------------
Accumulated deficit, end
of period $ (309,403) $ (475,871)
=================== ===================
Basic earnings per common share:
Income from continuing
operations $ 0.51 $ 0.41
Income from discontinued operations 0.31 -
------------------- -------------------
Net income available to
common shareholders $ 0.82 $ 0.41
=================== ===================
Weighted average common shares
outstanding - basic 31,718,123 31,724,141
Diluted earnings per common share:
Income from continuing
operations $ 0.24 0.18
Income from discontinued operations 0.15 -
------------------- -------------------
Net income available to common
shareholders $ 0.39 0.18
=================== ===================
Weighted average common shares
outstanding - diluted 65,346,923 73,213,156
See accompanying notes to Condensed Consolidated Financial Statements.
3
American Skiing Company and Subsidiaries
Condensed Consolidated Statements of Operations
(In thousands, except share and per share amounts)
39 weeks ended 39 weeks ended
April 28, 2002 April 27, 2003
(unaudited) (unaudited)
Net revenues:
Resort $ 29,357 $ 238,001
Real estate 22,463 10,653
------------------- -------------------
Total net revenues 251,820 248,654
------------------- -------------------
Operating expenses:
Resort 146,740 149,197
Real estate 24,402 10,415
Marketing, general and
administrative 38,479 40,185
Restructuring and asset
impairment charges 27,879 (160)
Write-off of deferred
financing costs - 2,761
Depreciation and amortization 26,204 27,615
------------------- -------------------
Total operating expenses 263,704 230,013
------------------- -------------------
Income (loss) from operations (11,884) 18,641
Interest expense, net 37,918 33,726
------------------- -------------------
Loss from continuing operations
before cumulative effect of a
change in accounting principle (49,802) (15,085)
Income from discontinued operations
of Heavenly resort 9,649 -
------------------- -------------------
Loss before cumulative effect of
a change in accounting principle (40,153) (15,085)
Cumulative effect of a change in
accounting principle (18,658) -
------------------- -------------------
Net loss (58,811) (15,085)
Accretion of discount and dividends
on mandatorily redeemable
preferred stock (24,257) (27,741)
------------------- -------------------
Net loss available to common
shareholders $ (83,068) $ (42,826)
=================== ===================
Accumulated deficit, beginning
of period $ (226,335) $ (433,045)
Net loss available to common
shareholders (83,068) (42,826)
------------------- -------------------
Accumulated deficit, end of
period $ (309,403) $ (475,871)
=================== ===================
Basic and diluted net loss per common share:
Loss from continuing operations before
cumulative effect of a change in
accounting principle $ (2.34) $ (1.35)
Income from discontinued operations 0.31 -
Cumulative effect of a change in
accounting principle (0.59) -
------------------- -------------------
Net loss available to common
shareholders $ (2.62) $ (1.35)
=================== ===================
Weighted average common shares
outstanding - basic and diluted 31,597,244 31,724,141
e accompanying notes to Condensed Consolidated Financial Statements.
4
American Skiing Company and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands, except share and per share amounts)
July 28, 2002 April 27, 2003
(unaudited) (unaudited)
Assets
Current assets
Cash and cash equivalents $ 6,924 $ 11,504
Restricted cash 2,925 8,662
Accounts receivable, net 9,818 6,979
Inventory 4,057 3,496
Prepaid expenses 4,264 4,726
Deferred income taxes 6,167 6,167
----------------- ------------------
Total current assets 34,155 41,534
Property and equipment, net 397,991 375,834
Real estate developed for sale 50,878 48,143
Intangible assets, net 7,115 7,077
Deferred financing costs, net 8,561 7,377
Other assets 23,293 7,943
----------------- ------------------
$ 521,993 $ 487,908
================= ==================
Liabilities, Mandatorily Redeemable Preferred Stock and Shareholders' Deficit
Current liabilities
Current portion of long-term
debt $ 103,495 95,635
Current portion of subordinated
notes and debentures 1,074 1,467
Accounts payable and other
current liabilities 52,182 67,020
Deposits and deferred revenue 8,533 7,392
----------------- ------------------
Total current liabilities 165,284 171,514
Long-term debt, excluding current portion 76,855 76,528
Subordinated notes and debentures,
excluding current portion 139,617 139,603
Other long-term liabilities 28,320 3,431
Deferred income taxes 6,167 6,167
----------------- ------------------
Total liabilities 416,243 397,243
----------------- ------------------
Mandatorily Redeemable Convertible 10 1/2%
Series A Preferred Stock, par value
of $0.01 per share; 40,000 shares
authorized; 36,626 shares issued
and outstanding, including
cumulative dividends (redemption
value of $60,032 and $64,939,
respectively) 60,032 64,939
Mandatorily Redeemable 8 1/2% Series B
Preferred Stock; 150,000 shares
authorized, issued and outstanding
(redemption value of $0) - -
Mandatorily Redeemable Convertible 12%
Series C-1 Preferred Stock, par value
of $0.01 per share; 40,000 shares
authorized, issued and outstanding,
including cumulative dividends
(redemption value of $44,532 and
$48,651, respectively) 43,884 48,047
Mandatorily Redeemable 15% Nonvoting
Series C-2 Preferred Stock, par
value of $0.01 per share; 139,453
shares authorized, issued and
outstanding, including cumulative
dividends (redemption value of
$159,404 and $177,972, respectively) 157,139 175,810
Mandatorily Redeemable Nonvoting Series
D Preferred Stock, par value of
$0.01 per share; 5,000 shares
authorized; no shares issued or
outstanding - -
Shareholders' Deficit
Common stock, Class A, par value
of $0.01 per share; 15,000,000
shares authorized; 14,760,530
shares issued and outstanding 148 148
Common stock, par value of $0.01
per share; 100,000,000 shares
authorized; 16,963,611 shares
issued and outstanding 170 170
Additional paid-in capital 277,422 277,422
Accumulated deficit (433,045) (475,871)
----------------- ------------------
Total shareholders' deficit (155,305) (198,131)
----------------- ------------------
Total liabilities, mandatorily
redeemable preferred stock
and shareholders' deficit $ 521,993 487,908
================= ==================
See accompanying notes to Condensed Consolidated Financial Statements.
5
American Skiing Company and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In thousands)
39 weeks ended 39 weeks ended
April 28, 2002 April 27, 2003
(unaudited) (unaudited)
Cash flows from operating activities
Net loss $ (58,811) $ (15,085)
Adjustments to reconcile net loss
to net cash provided by operating
activities:
Depreciation and amortization 33,206 27,615
Discount on convertible debt 449 1,072
Non-cash interest on junior
subordinated notes 908 1,165
Non-cash compensation expense 69 403
Write-off of deferred financing
costs - 2,761
Cumulative effect of a change in
accounting principle 18,658 -
Loss (gain) from sale / impairment
of assets 25,518 (1,134)
Decrease (increase) in assets:
Restricted cash 429 (5,737)
Accounts receivable, net 3,945 2,839
Inventory (317) 561
Prepaid expenses (346) (462)
Real estate developed
for sale 15,450 5,320
Other assets (4,872) 15,050
Increase (decrease) in liabilities:
Accounts payable and
other current
liabilities 8,379 14,838
Deposits and deferred
revenue (6,773) (1,141)
Other long-term
liabilities 3,115 (25,292)
------------------- ------------------
Net cash provided
by operating
activities 39,007 22,773
------------------- ------------------
Cash flows from investing activities
Capital expenditures (6,217) (6,177)
Proceeds from sale of assets 9,584 2,020
------------------- ------------------
Net cash provided
by (used in)
investing
activities 3,367 (4,157)
------------------- ------------------
Cash flows from financing activities
Proceeds from resort senior
credit facilities 61,969 110,510
Repayment of resort senior
credit facilities (113,811) (119,051)
Proceeds from long-term debt 26,500 -
Repayment of long-term debt (9,456) (2,699)
Proceeds from real estate debt 19,225 8,407
Repayment of real estate debt (31,471) (6,138)
Repayment of subordinated notes
and debentures - (1,074)
Payment of deferred financing costs (205) (3,991)
Proceeds from issuance of
common stock 1,000 -
Other, net (3) -
------------------ ------------------
Net cash used in
financing
activities (46,252) (14,036)
------------------- ------------------
Net increase (decrease) in cash
and cash equivalents (3,878) 4,580
Cash and cash equivalents,
beginning of period 11,592 6,924
------------------- ------------------
Cash and cash equivalents, end of
period $ 7,714 $ 11,504
=================== ==================
Supplemental disclosure of cash flow information:
Accretion of discount and dividends on
mandatorily redeemable
preferred stock $ 24,257 $ 27,741
Cash paid for interest 34,345 28,972
See accompanying notes to Condensed Consolidated Financial Statements.
6
American Skiing Company and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
1. General
American Skiing Company (ASC) is organized as a holding company and
operates through various subsidiaries (collectively, the Company). The Company
operates in two business segments, resort operations and real estate
development. The Company performs its real estate development through its wholly
owned subsidiary, American Skiing Company Resort Properties, Inc. (Resort
Properties), and Resort Properties' subsidiaries, including Grand Summit Resort
Properties, Inc. (Grand Summit). The Company's fiscal year is a fifty-two week
or fifty-three week period ending on the last Sunday of July. Fiscal 2003 and
Fiscal 2002 are fifty-two week reporting periods, with each quarter consisting
of 13 weeks. The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with accounting principles generally
accepted in the United States of America for interim financial information and
with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by accounting principles generally accepted in the United States of America for
complete financial statements. In the opinion of management, all adjustments
(consisting only of normal recurring adjustments) considered necessary for a
fair presentation have been included.
Results for interim periods are not indicative of the results expected
for the year due to the seasonal nature of the Company's business. Due to the
seasonality of the ski industry, the Company typically incurs losses related to
resort operations during its first and fourth fiscal quarters. The unaudited
condensed consolidated financial statements should be read in conjunction with
the following notes and the Company's consolidated financial statements included
in its Form 10-K for the fiscal year ended July 28, 2002, filed with the
Securities and Exchange Commission on March 7, 2003. The accompanying condensed
consolidated financial statements reflect adjustments and reclassifications made
to the unaudited quarterly financial information presented in Note 21 of the
Company's Fiscal 2002 Form 10-K.
2. Discontinued Operations
On May 9, 2002, the Company completed the sale of its Heavenly resort
(Heavenly) in South Lake Tahoe to Vail Resorts, Inc. The sale of Heavenly has
been accounted for in accordance with Statement of Financial Accounting
Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets" (SFAS No. 144). In accordance with SFAS No. 144, the results of
operations for Heavenly for the 13 weeks and 39 weeks ended April 28, 2002 have
been reflected as discontinued operations. Revenues applicable to the operations
of Heavenly were $27.6 million and $51.7 million for the 13 weeks and 39 weeks
ended April 28, 2002, respectively.
3. Critical Accounting Policies
The discussion and analysis of the Company's financial condition and
results of operations are based upon its condensed consolidated financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States of America. The preparation of these
financial statements requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of sales and expenses during the reporting periods. Areas
where significant judgments are made include, but are not limited to: allowance
for doubtful accounts, long-lived asset valuation, realizability and useful
lives, and realizability of deferred income tax assets. Actual results could
differ materially from these estimates. The following are the Company's critical
accounting policies:
Property and Equipment
Property and equipment are carried at cost, net of accumulated
depreciation and impairment charges. Depreciation is calculated using the
straight-line method over the assets' estimated useful lives which range from 9
to 40 years for buildings, 3 to 12 years for machinery and equipment, 10 to 50
years for leasehold improvements and 5 to 30 years for lifts, lift lines and
trails. Assets held under capital lease obligations are amortized over the
shorter of their useful lives or their respective lease lives. Due to the
seasonality of the Company's business, the Company records a full year of
depreciation relating to its resort operating assets during the second and third
quarters of the Company's fiscal year.
Goodwill and Other Intangible Assets
During the first quarter of Fiscal 2002, the Company adopted Statement
of Financial Accounting Standards No. 142, "Goodwill and Other Intangible
Assets" (SFAS No. 142) and was required to evaluate its existing intangible
7
American Skiing Company and Subsidiaries
assets and goodwill in a transitional impairment analysis. As a result of the
transitional impairment analysis, the Company recorded an impairment charge of
$18.7 million representing 100% of its goodwill. This loss was recorded as a
cumulative effect of a change in accounting principle in the accompanying
condensed consolidated statement of operations for the first quarter of Fiscal
2002. Furthermore, as prescribed in SFAS No. 142, certain indefinite-lived
intangible assets, including trademarks, are no longer amortized but are subject
to annual impairment assessments. An impairment charge is recognized to the
extent that the carrying amount exceeds the asset's fair value. Definite-lived
intangible assets continue to be amortized on a straight-line basis over their
estimated useful lives of 16 to 20 years, and assessed for impairment utilizing
guidance provided by SFAS No. 144.
As of July 28, 2002 and April 27, 2003, other intangible assets consist of
the following (in thousands):
------------------------------------------------------------------
July 28, 2002 April 27, 2003
------------------------------------------------------------------
Definite-lived Intangible Assets:
Lease agreements $ 1,853 $ 1,853
Less accumulated amortization (231) (269)
---------------- ----------------
1,622 1,584
Indefinite-lived Intangible Assets:
Trade names 170 170
Water rights 5,323 5,323
---------------- ----------------
Intangible Assets, net $ 7,115 $ 7,077
================ ================
------------------------------------------------------------------
Amortization expense related to intangible assets was approximately
$14,000 and $42,000 for the 13 weeks and 39 weeks ended April 28, 2002,
respectively, and was approximately $14,000 and $38,000 for the 13 weeks and 39
weeks ended April 27, 2003, respectively. Future amortization expense related to
definite-lived intangible assets is estimated to be approximately $58,000 for
each of the next five fiscal years.
Long-Lived Assets
On July 30, 2001, the Company adopted SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets to Be Disposed Of". Long-lived
assets, such as property, plant and equipment, and definite-lived intangibles
are reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. Recoverability of
assets to be held and used is measured by a comparison of the carrying amount of
an asset to the estimated undiscounted future cash flows expected to be
generated by the asset. If the carrying amount of an asset exceeds its estimated
future cash flows, an impairment charge is recognized in the amount by which the
carrying amount of the asset exceeds the fair value of the asset. Assets to be
disposed of are reported at the lower of the carrying amount or fair value less
costs to sell, and depreciation ceases. Prior to the adoption of SFAS No. 144,
the Company accounted for impairment of long-lived assets and long-lived assets
to be disposed of in accordance with SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of".
During the first quarter of Fiscal 2002, the Company completed the sale of its
Sugarbush resort and accounted for this sale under SFAS No. 121 and Accounting
Principles Board Opinion No. 30 because the disposal activities relating to the
sale of Sugarbush were initiated prior to the Company's adoption of SFAS No.
144.
Revenue Recognition
Resort revenues include sales of lift tickets, tuition from ski
schools, golf course and other recreational activities fees, sales from
restaurants, bars and retail shops, and lodging and property management fees
(real estate rentals). Daily lift ticket revenue is recognized on the day of
purchase. Lift ticket season pass revenue is recognized on a straight-line basis
over the ski season, which is the Company's second and third quarters of its
fiscal year. The Company's remaining resort revenues are generally recognized as
the services are performed. Real estate revenues are recognized under the full
accrual method when title has been transferred, adequate initial and continuing
investment has been received and no continuing involvement exists. Amounts
received from pre-sales of real estate are recorded as restricted cash and
deposits and deferred revenue in the accompanying condensed consolidated balance
sheets until the earnings process is complete.
Seasonality
The Company's revenues are highly seasonal in nature. Over the last
five fiscal years, the Company has realized an average of approximately 86% of
resort revenues and over 100% of resort positive operating cash flows and net
income during the approximate period from November through April, and a
significant portion of resort revenue and approximately 18% of annual skier
visits were generated during the Christmas and Presidents' Day vacation weeks.
In addition, the Company's resorts typically experience operating losses and
negative cash flows for the approximate period from May through November.
8
American Skiing Company and Subsidiaries
The high degree of seasonality in the Company's revenues increases the
impact of certain events on its operating results. Adverse weather conditions,
access route closures, equipment failures, and other developments of even
moderate or limited duration occurring during peak business periods could reduce
revenues. Adverse weather conditions can also increase power and other operating
costs associated with snowmaking or could render snowmaking wholly or partially
ineffective in maintaining quality skiing conditions. Furthermore, unfavorable
weather conditions, regardless of actual skiing conditions, can result in
decreased skier visits.
Stock Option Plan
Effective August 1, 1997, the Company established a fixed stock option
plan, the American Skiing Company Stock Option Plan (the Plan), to provide for
the grant of incentive and non-qualified stock options for the purchase of up to
8,688,699 shares of the Company's common stock by officers, management employees
of the Company and its subsidiaries and other key persons (eligible for
nonqualified stock options only) as designated by the Compensation Committee.
The Compensation Committee, which is appointed by the Board of Directors, is
responsible for the Plan's administration. The Compensation Committee determines
the term of each option, option exercise price, number of shares for which each
option is granted and the rate at which each option is exercisable. Options
granted under the Plan generally expire ten years from the date of grant and
vest either immediately or over a five-year term. Incentive stock options shall
not have an exercise price less than the fair market value of the common stock
at the date of grant.
Nonqualified stock options shall be granted at an exercise price as
determined by the Compensation Committee. The status of the Company's stock
option plan as of April 27, 2003 is summarized below:
---------------------------------------------------------------
Weighted
Average
Number Exercise
of Shares Price
---------------------------------------------------------------
Outstanding as of July 28, 2002 4,226,579 $ 4.08
Forfeited (335,400) 2.16
----------------
----------------
Outstanding as of April 27, 2003 3,891,179 3.90
================
---------------------------------------------------------------
During Fiscal 1998, the Company granted nonqualified options under the
Plan to certain key members of management to purchase 672,010 shares of common
stock with an exercise price of $2.00 per share when the fair market value of
the stock was estimated to be $18.00 per share. The majority of these options
(511,530 shares) were granted to members of senior management and were 100%
vested on the date of grant. Accordingly, the Company recognized stock
compensation expense of $8.1 million in Fiscal 1998 relating to the grants based
on the intrinsic value of $16.00 per share. Under these senior management grant
agreements, the Company also agreed to pay the optionees a fixed tax "bonus" in
the aggregate of $5.8 million to provide for certain fixed tax liabilities that
the optionees will incur upon exercise. The liability for this fixed tax bonus
has been reduced to reflect $5.2 million in tax bonus payments made through
April 27, 2003 in connection with options exercised. The remaining $0.6 million
tax bonus liability is reflected in accounts payable and other current
liabilities in the accompanying condensed consolidated balance sheet as of April
27, 2003. The remainder of these original $2.00 options (160,480 shares) were
granted under the Plan to certain members of management and were vested 20% on
the date of grant and vest ratably to 100% over the following four years. For
the 13 weeks and 39 weeks ended April 28, 2002, the Company recognized $0 and
$69,000, respectively, of stock compensation expense relating to these options.
For the 13 weeks and 39 weeks ended April 27, 2003, the Company did not
recognize any stock compensation expense relating to these options.
9
American Skiing Company and Subsidiaries
The following table summarizes information about the stock options
outstanding under the Stock Plan as of April 27, 2003:
- --------------------------------------------------------------------------------
Weighted
Average
Remaining
Range of Contractual Weighted Weighted
Exercise Life (in Average Average
Prices Outstanding years) Exercise Price Exercisable Exercise Price
- --------------------------------------------------------------------------------
$0.72 25,000 8.9 $ 0.72 25,000 $ 0.72
1.75 - 2.50 1,434,379 6.8 2.11 1,404,379 2.11
3.00 - 4.00 1,500,500 6.9 3.17 1,246,000 3.20
7.00 - 8.75 740,450 5.5 7.19 699,650 7.20
14.19 - 18.00 190,850 4.5 17.55 190,850 17.55
------------ ------------
3,891,179 6.5 $ 4.23 3,565,879 $ 4.31
============ ============
- --------------------------------------------------------------------------------
The Company continues to account for stock-based compensation using the
method prescribed in Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees", under which no compensation expense for stock
options is recognized for stock option awards granted to employees at or above
fair market value. The Company has adopted the disclosure-only provisions of
SFAS No. 123. Had stock compensation expense been determined based on the fair
value at the grant dates for awards granted under the Company's stock option
plan, consistent with the provisions of SFAS No. 123, the Company's net loss and
net loss per common share would have been changed to the pro forma amounts
indicated below (dollar amounts in thousands):
- --------------------------------------------------------------------------------------------------------------
13 weeks 13 weeks ended 39 weeks 39 weeks ended
ended April April 27, 2003 ended April April 27, 2003
28, 2002 28, 2002
--------------------------------------------------------------------------------------------------------------
Net income (loss) available to common shareholders
As reported $ 26,180 $ 12,971 $ (83,068) $ (42,826)
Pro forma 25,840 12,814 (83,995) (43,185)
Basic net income (loss) per common share
As reported $ 0.82 $ 0.41 $ (2.62) $ (1.35)
Pro forma 0.81 0.40 (2.65) (1.36)
Diluted net income (loss) per common share
As reported $ 0.39 $ 0.18 $ (2.62) $ (1.35)
Pro forma 0.39 0.18 (2.65) (1.36)
--------------------------------------------------------------------------------------------------------------
The fair value of each option grant is estimated on the date of grant
using the Black-Scholes option-pricing model. There were no option grants during
the 13 and 39 weeks ended April 28, 2002 or the 13 and 39 weeks ended April 27,
2003.
Recently Issued Accounting Standards
In May 2003, the FASB issued Statement of Financial Accounting
Standards No. 150, "Accounting for Certain Financial Instruments with
Characteristics of Both Liabilities and Equity" (SFAS No. 150). SFAS No. 150
establishes standards for how financial instruments with characteristics of both
liabilities and equity should be measured and classified and requires that an
issuer classify a financial instrument that is within its scope as a liability.
SFAS No. 150 is effective for financial instruments entered into or modified
after May 31, 2003, and otherwise is effective at the beginning of the first
interim period beginning after June 15, 2003. The Company believes the adoption
of SFAS No. 150 will not have a material effect on its results of operations,
financial position, or liquidity.
Reclassifications
Certain amounts in the prior years' financial statements and related
notes have been reclassified to conform to the current presentation.
4. Cumulative Effect of a Change in Accounting Principle
In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other
Intangible Assets". This statement applies to goodwill and intangible assets
10
American Skiing Company and Subsidiaries
acquired after June 30, 2001, as well as goodwill and intangible assets
previously acquired. Under this statement, goodwill and other indefinite-lived
intangibles are no longer amortized. Instead, these assets are reviewed for
impairment on a periodic basis or when certain triggering events occur. The
Company adopted the provisions of SFAS No. 142 during the fiscal quarter ended
October 28, 2001. As a result of the adoption of SFAS No. 142, the Company
recorded an impairment charge of $18.7 million, which has been recorded as a
cumulative effect of a change in accounting principle in the accompanying
condensed consolidated statement of operations for the 39 weeks ended April 28,
2002.
5. Net Income (Loss) per Common Share
Net income (loss) per common share for the 13 weeks and 39 weeks ended
April 28, 2002 and April 27, 2003, respectively, were determined based on the
following data (in thousands):
- -------------------------------------------------------------------------------------------------------------------------
13 weeks ended 13 weeks 39 weeks ended 39 weeks
April 28, 2002 ended April April 28, 2002 ended April
27, 2003 27, 2003
- --------------------------------------------------------------------------------------------------------------------------
Loss
Income (loss) from continuing operations before
accretion of discount, preferred stock dividends and
cumulative effect of a change in accounting principle $ 24,632 $ 22,538 $ (49,802) $ (15,085)
Accretion of discount and dividends on mandatorily
redeemable preferred stock (8,305) (9,567) (24,257) (27,741)
---------------- --------------- ---------------- ---------------
Income (loss) from continuing operations before
cumulative effect of a change in accounting principle 16,327 12,971 (74,059) (42,826)
Income (loss) from discontinued operations 9,853 - 9,649 -
Cumulative effect of a change in accounting principle - - (18,658) -
---------------- --------------- ---------------- ---------------
Net income (loss) available to common shareholders $ 26,180 $ 12,971 $ (83,068) $ (42,826)
================ ================================ ===============
Shares
Weighted average common shares outstanding - basic 31,718 31,724 31,597 31,724
Effect of dilutive securities:
Convertible Series A Preferred Stock - 3,699 - -
Convertible Series C-1 Preferred Stock 33,629 37,790 - -
---------------- --------------- ---------------- ---------------
Weighted average common shares outstanding - diluted 65,347 73,213 31,597 31,724
================ =============== ================ ===============
- --------------------------------------------------------------------------------------------------------------------------
As of April 28, 2002 and April 27, 2003, the Company had 14,760,530
shares of its Class A common stock outstanding, which are convertible into
shares of the Company's common stock. The shares of the Company's common stock
issuable upon conversion of the shares of the Company's Class A common stock
have been included in the calculation of the weighted average common shares
outstanding. As of April 28, 2002 and April 27, 2003, the Company had 36,626
shares of its mandatorily redeemable 10 1/2% convertible preferred stock (Series
A Preferred Stock) and 40,000 shares of its 12% Series C-1 convertible
participating preferred stock (Series C-1 Preferred Stock) outstanding, both of
which are convertible into shares of the Company's common stock. If converted at
their liquidation preferences as of April 28, 2002 and April 27, 2003, these
convertible preferred shares would convert into 38,035,958 and 42,718,402 shares
of common stock, respectively. For the 39 weeks ended April 28, 2002 and April
27, 2003, the common stock shares into which these preferred securities are
convertible have not been included in the dilutive share calculation as the
impact of their inclusion would be anti-dilutive. For the 13 weeks ended April
28, 2002 and April 27, 2003, the Series A Preferred Stock and Series C-1
Preferred Stock have been included since their inclusion is dilutive. The
Company also had 4,383,297 and 3,891,179 of options outstanding to purchase
shares of its common stock under its stock option plan as of April 28, 2002 and
April 27, 2003, respectively. These stock options are excluded from the dilutive
share calculation as the impact of their inclusion would be anti-dilutive.
11
American Skiing Company and Subsidiaries
6. Segment Information
In accordance with SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information", the Company has classified its operations
into two business segments, resorts and real estate. Revenues at each of the
resorts are derived from the same lines of business which include lift ticket
sales, food and beverage, retail sales including rental and repair, skier
development, lodging and property management, golf, other summer activities and
miscellaneous revenue sources. The performance of the resorts is evaluated on
the same basis of profit or loss from operations. Additionally, each of the
resorts has historically produced similar operating margins and attracts the
same class of customer. Based on the similarities of the operations at each of
the resorts, the Company has concluded that the resorts satisfy the aggregation
criteria set forth in SFAS No. 131. The Company's real estate revenues are
derived from the sale, resale and leasing of interests in real estate
development projects undertaken by the Company at its resorts and the sale of
other real property interests. Certain reclassifications have been made to the
prior period amounts as a result of accounting for the sale of Heavenly as
discontinued operations. Revenues and operating losses for the two business
segments, excluding discontinued operations, are as follows (in thousands):
--------------------------------------------------------------------------------------------------------------
13 weeks 13 weeks ended 39 weeks 39 weeks ended
ended April April 27, 2003 ended April April 27, 2003
28, 2002 28, 2002
--------------------------------------------------------------------------------------------------------------
Revenues:
Resort $ 124,049 $ 122,129 $ 229,357 $ 238,001
Real estate 7,592 5,614 22,463 10,653
--------------- ---------------- --------------- ----------------
--------------- ---------------- --------------- ----------------
Total $ 131,641 $ 127,743 $ 251,820 $ 248,654
=============== ================ =============== ================
Income (loss) from continuing operations
before cumulative effect of a change in
accounting principle:
Resort $ 29,652 $ 27,319 $ (33,650) $ 1,179
Real estate (5,020) (4,781) (16,152) (16,264)
--------------- ---------------- --------------- ----------------
Total $ 24,632 $ 22,538 $ (49,802) $ (15,085)
=============== ================ =============== ================
---------------------------------------------------------------------------------------------------------------
7. Long-Term Debt
Resort Properties
On March 30, 2002, Resort Properties failed to make a mandatory
principal payment of $3.75 million under its real estate credit facility (Real
Estate Term Facility) with Fleet National Bank (Fleet) and other lenders. Resort
Properties obtained a temporary waiver of this default on April 2, 2002.
Effective May 20, 2002, the temporary waiver was revoked and Resort Properties
was in default on the facility. On May 31, 2002, the lenders accelerated the due
date of the entire remaining principal and accrued interest under the facility.
On November 22, 2002, Resort Properties entered into a forbearance agreement
with the lenders whereby the lenders agreed to not pursue additional foreclosure
remedies and to cease publication of foreclosure notices for a 30-day period.
Although this 30-day period has expired, management continues discussions with
Fleet and the other lenders regarding a restructuring of this facility, and
Fleet and the other lenders have not exercised any further foreclosure remedies
since the expiration of the forbearance agreement. Management's ongoing
restructuring efforts with the lenders are aimed towards a restructuring of the
facility, which is expected to establish a new entity to hold Resort Properties'
real estate development assets. The equity in the new entity is expected to be
held by a combination of the lenders under the facility and Resort Properties.
The facility remains in default pending completion of these negotiations. As of
April 27, 2003, the principal balance outstanding, including accrued and unpaid
interest, under the Real Estate Term Facility was $75.4 million, which is
presented as a current liability in the accompanying condensed consolidated
balance sheet.
There can be no assurance that negotiations will be successfully
completed, or that acceptable terms will be agreed to under which the payment
defaults under the Real Estate Term Facility may be resolved, if at all.
Furthermore, regardless of the outcome of this proposed restructuring, the
Company may lose control of assets pledged as collateral under the facility and
future access to value creation from these real estate assets. A substantial
portion of the Company's developable real estate, including substantially all of
the developable residential real estate at The Canyons and Steamboat along with
12
American Skiing Company and Subsidiaries
certain core village real estate at Killington, and the stock of the Company's
real estate development subsidiaries (including Grand Summit) is pledged to
Fleet and the other lenders under the facility. The commercial core units at the
Sundial Lodge at The Canyons and the Mount Snow Grand Summit Hotel in Vermont
are also pledged to Fleet and the other lenders. The Grand Summit unit inventory
does not secure the Real Estate Term Facility, although the pledge of the stock
of Grand Summit to secure the Real Estate Term Facility means that the Company
may lose control of the Grand Summit unit inventory to the lenders under the
Real Estate Term Facility. Other remedies available to the lenders include, but
are not limited to, setoff of cash collateral amounts in Resort Properties' name
held at Fleet in the amount of approximately $1.1 million, foreclosure of real
and personal property owned by Resort Properties and pledged to the lenders
(including all of the capital stock of the Company's hotel development
subsidiary, Grand Summit), and other customary secured creditor remedies. As of
April 27, 2003, the carrying value of the total assets that collateralized the
Real Estate Term Facility was approximately $117.7 million. This collateral
includes $81.7 million of Grand Summit assets pledged under the Company's $41.5
million real estate construction loan facility (Construction Loan Facility).
Grand Summit
As of July 28, 2002, the Company was also in default under its
construction loan facility with Textron Financial Corporation (Textron) and
certain other lenders, resulting from a cross-default on the Real Estate Term
Facility and non-payment of the $3.8 million note to the general contractor at
Steamboat. Effective August 29, 2002, the Company and Textron entered into
amendments to the Company's $110 million construction loan facility (Senior
Construction Loan) and the Company's $10 million subordinated loan tranche
Subordinated Construction Loan (Subordinated Construction Loan) under the
Construction Loan Facility. The terms of the revised agreements waived all
previous defaults, relaxed mandatory principal amortization requirements and
provided additional liquidity to support ongoing sales and marketing activities
of the remaining units at The Canyons Grand Summit and Steamboat Grand hotels.
As a result of the amendment to the Senior Construction Loan, the maturity dates
were extended from March 31, 2003 to May 31, 2004 for the Steamboat portion of
the Senior Construction Loan and from September 28, 2002 to March 31, 2003 for
The Canyons portion of the Senior Construction Loan. The Canyons portion of the
Senior Construction Loan was repaid during March 2003. The principal balance
outstanding under the Steamboat portion of the Senior Construction Loan was
approximately $32.1 million as of April 27, 2003. The release prices, as
defined, on the Steamboat units have also been adjusted and the amendment allows
for future adjustments depending upon certain circumstances. Upon the repayment
of all indebtedness under the Senior Construction Loan, the Subordinated
Construction Loan and all other fees, Textron will receive a fee equal to 25% of
all gross proceeds of sales of quartershare units and commercial units occurring
subsequent to repayment. Grand Summit and the lenders have also agreed to use
their best efforts to enter into an escrow agreement pursuant to which the
appropriate deed-in-lieu documentation in respect to the Senior Construction
Loan and the Subordinated Construction Loan shall be placed in escrow. Effective
March 31, 2003, the Company and Textron entered into an amendment to the Senior
Construction Loan to further modify the scheduled principal reductions under the
Senior Construction Loan. The Senior Construction Loan, as amended, outlines the
following maximum outstanding principal balances as of the following dates:
June 29, 2003 $30,000,000
June 30, 2003 $25,000,000
September 30, 2003 $20,000,000
December 31, 2003 $10,000,000
March 31, 2004 $ 5,000,000
May 31, 2004 $ -
In order to obtain the amendment dated March 31, 2003, Grand Summit paid the
lenders $35,000. If Grand Summit is unable to reduce the outstanding principal
balance to $30 million by June 29, 2003, it will be required to pay the lenders
an additional $175,000. Furthermore, if Grand Summit is unable to make the
necessary payments to bring the outstanding balance under the Senior
Construction Loan to the amounts outlined above, remedies available to the
lenders include, but are not limited to, foreclosure of real and personal
property owned by Grand Summit and pledged to the lenders, and other customary
secured creditor remedies.
As a result of the amendment to the Subordinated Construction Loan, the
maturity date was extended from August 1, 2003, to September 30, 2004. In
addition, the Subordinated Construction Loan was reopened to provide additional
borrowing availability of approximately $4.5 million. The Subordinated
Construction Loan will continue to bear interest at 20%, payable monthly in
arrears, provided that 50% of the interest shall be due and payable in cash and
the other 50% of such interest shall, if no events of default exist under the
Subordinated Construction Loan or the Senior Construction Loan, automatically be
deferred until the final payment date of September 30, 2004.
13
American Skiing Company and Subsidiaries
American Skiing Company
As part of its comprehensive strategic plan to restructure its debt,
the Company entered into an agreement dated February 14, 2003 with General
Electric Capital Corporation (GE Capital) and CapitalSource Finance LLC
(CapitalSource) whereby GE Capital and CapitalSource provided a new $91.5
million senior secured loan facility (the New Resort Senior Credit Facility).
The New Resort Senior Credit Facility replaced the Company's then existing
resort senior credit facility (Resort Senior Credit Facility) and is secured by
substantially all the assets of the Company and the assets of its resort
operating subsidiaries. Resort Properties and its subsidiaries are not
guarantors of the New Resort Senior Credit Facility nor are their assets pledged
as collateral under the New Resort Senior Credit Facility. The New Resort Senior
Credit Facility consists of the following:
o Revolving Credit Facility - $40.0 million, including letter of credit
(L/C) availability of up to $5.0 million. The amount of availability
under the Revolving Credit Facility will be correspondingly reduced by
the amount of each L/C issued ($0 borrowed as of April 27, 2003).
o Tranche A Term Loan - $25.0 million borrowed on the funding date of
February 18, 2003 ($25.0 million borrowed as of April 27, 2003).
o Supplemental Term Loan - $6.5 million borrowed on the funding date of
February 18, 2003 ($6.5 million borrowed as of April 27, 2003).
o Tranche B Term Loan - $20.0 million borrowed on the funding date of
February 18, 2003 ($20.0 million borrowed as of April 27, 2003).
The Revolving, Tranche A Term Loan and Supplemental Term Loan portions of the
New Resort Senior Credit Facility mature on April 15, 2006 and bear interest at
JPMorgan Chase Bank's prime rate plus 3.25%, payable monthly (7.5% as of April
27, 2003). The Supplemental Term Loan requires a principal payment of
approximately $342,000 on July 15, 2003, payments of approximately $1.0 million
on January 15 and July 15 of each year, and a final payment of approximately
$1.0 million on April 15, 2006. The Tranche B Term Loan matures on June 15, 2006
and bears interest at JPMorgan Chase Bank's prime rate plus 5.0% (payable
quarterly) with an interest rate floor of 12.25% (12.25% as of April 27, 2003).
The New Resort Senior Credit Facility contains affirmative, negative and
financial covenants customary for this type of credit facility, which includes
maintaining a minimum level of EBITDA, as defined, places a limit on the
Company's capital expenditures and contains an asset monetization covenant which
requires the Company to refinance the facility or sell assets sufficient to
retire the facility on or prior to December 31, 2005. Although the financial
covenants of the New Resort Senior Credit Facility are less restrictive than
those of the previously existing Resort Senior Credit Facility, the Company must
improve its financial performance in the future in order to remain in compliance
with those covenants. The New Resort Senior Credit Facility also restricts the
Company's ability to pay cash dividends on or redeem its common and preferred
stock. The Company was in compliance with all financial covenants of the New
Resort Senior Credit Facility as of April 27, 2003.
8. Dividend Restrictions
Borrowers under the Company's New Resort Senior Credit Facility, which
include ASC, are restricted from paying cash dividends on any of their preferred
or common stock.
Borrowers under the Real Estate Term Facility, which include Resort
Properties and Resort Properties' subsidiaries, including Grand Summit, are
restricted from declaring dividends or advancing funds to ASC by any other
method, unless specifically approved by these lenders.
Under the indenture governing the Senior Subordinated Notes, ASC is
prohibited from paying cash dividends or making other distributions to its
shareholders.
9. Restructuring and Asset Impairment Charges
For the 39 weeks ended April 28, 2002, the Company incurred $2.5
million of expenses related to the implementation of its strategic restructuring
plan. These costs consisted mainly of legal, consulting and accounting fees.
14
American Skiing Company and Subsidiaries
There were no employee termination costs included in these charges, as the
Company had completed the staff reduction phase of its strategic restructuring
plan prior to the end of Fiscal 2001. All of the amounts recognized in the 39
weeks ended April 28, 2002 were paid or accrued for services previously rendered
in connection with this plan. The Company has not established any reserves for
anticipated future restructuring charges. The Company recognized expenses
associated with its strategic restructuring plan as they were incurred.
During the first quarter of Fiscal 2002, the Company entered into a
non-binding letter of intent to sell its Steamboat resort in Steamboat Springs,
Colorado (Steamboat). In accordance with SFAS No. 121, the Company recognized a
$52.0 million impairment charge on the net assets held for sale as of July 29,
2001. An additional $25.4 million impairment charge was recorded for the 39
weeks ended April 28, 2002 based on modifications from preliminary estimates to
the final proposed purchase and sale agreement. The Company withdrew from the
sale of Steamboat on March 26, 2002.
10. Phantom Equity Plan
The Company has established the American Skiing Company Phantom Equity
Plan (the "LTIP"), which was ratified by the Board of Directors on March 6,
2003. Certain of ASC's officers participate in this plan. Participants are
entitled to a payment on awards granted under the LTIP, to the extent vested
upon a Valuation Event, as defined, or in certain cases upon termination of
employment. The amount of any awards are based ultimately on the Equity Value,
as defined, obtained through a Valuation Event and vest over a four or five-year
term. A Valuation Event is any of the following: (i) a sale or disposition of a
significant Company operation or property as determined by the Board; (ii) a
merger, consolidation or similar event of the Company other than one (A) in
which the Company is the surviving entity or (B) where no Change in Control has
occurred; (iii) a public offering of equity securities by the Company that
yields net proceeds to the Company in excess of $50 million; or (iv) a Change in
Control, as defined. Compensation expense will be estimated and recorded based
on the probability of the Company achieving a Valuation Event. During the 13 and
39 weeks ended April 27, 2003, the Company recorded a charge of $0.4 million for
the vested value in the plan as of April 27, 2003. This charge is included in
marketing, general and administrative operating expenses in the accompanying
condensed consolidated statements of operations. The liability for the LTIP of
$0.4 million is included in other long-term liabilities in the April 27, 2003
condensed consolidated balance sheet.
11. Commitments and Contingencies
On April 22, 2003, the Company was sued in Utah state court by Westgate
Resorts, Ltd. for breach of contract and other related claims arising from
disputes involving two contracts between the Company (through two different
subsidiaries, ASC Utah, Inc., and American Skiing Company Resort Properties,
Inc.) and Westgate. Generally, Westgate has alleged that ASC Utah and/or
American Skiing Company Resort Properties, Inc. have breached obligations to
Westgate to construct certain infrastructure at The Canyons resort and provide
marketing support for Westgate's project. Westgate's claim seeks specific
performance of certain aspects of the two contracts. It is not currently
feasible to quantify the damages being sought in this action. On May 13, 2003,
the Company answered Westgate's complaint and filed a counterclaim, alleging,
among other things, that Westgate was in default on a joint promotional
agreement with ASC Utah for failing to purchase approximately $2 million in lift
tickets and that Westgate's buildings at The Canyons encroach upon land owned or
controlled by ASC Utah and/or American Skiing Company Resort Properties, Inc. No
discovery has been taken in this matter and no timetable has been set for
bringing the matters to trial.
15
American Skiing Company and Subsidiaries
Item 2
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Forward-Looking Statements
Certain statements contained in this report constitute forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended (the Securities Act), and Section 21E of the Securities Exchange Act of
1934, as amended (the Exchange Act). These forward-looking statements are not
based on historical facts, but rather reflect our current expectations
concerning future results and events. Similarly, statements that describe our
objectives, plans or goals are or may be forward-looking statements. We have
tried, wherever possible, to identify such statements by using words such as
"anticipate", "assume", "believe", "expect", "intend", "plan", and words and
terms of similar substance in connection with any discussion of operating or
financial performance. Such forward-looking statements involve a number of risks
and uncertainties. In addition to factors discussed above, other factors that
could cause actual results, performances or achievements to differ materially
from those projected include, but are not limited to, the following: changes in
regional and national business and economic conditions affecting both our resort
operating and real estate segments; competition and pricing pressures; negative
impact on demand for our products resulting from terrorism and availability of
air travel (including the effect of airline bankruptcies); inability to complete
our restructuring plan; failure to maintain improvements to resort operating
performance at the covenant levels required by our New Resort Senior Credit
Facility; threats of domestic terrorist activities and their effects on the ski,
golf, resort, leisure and travel industries; failure of on-mountain improvements
and other capital expenditures to generate incremental revenue; adverse weather
conditions regionally and nationally; seasonal business activity; changes to
federal, state and local regulations affecting both our resort operating and
real estate segments; failure to renew land leases and forest service permits;
disruptions in water supply that would impact snowmaking operations; the loss of
any of our executive officers or key operating personnel; and other factors
listed from time to time in our documents we have filed with the SEC. We caution
the reader that this list is not exhaustive. We operate in a changing business
environment and new risks arise from time to time. The forward-looking
statements included in this document are made only as of the date of this
document and under Section 27A of the Securities Act and Section 21E of the
Exchange Act, we do not have or undertake any obligation to publicly update any
forward-looking statements to reflect subsequent events or circumstances.
General
The following is our discussion and analysis of financial condition and
results of operations for the 13 and 39 weeks ended April 27, 2003. As you read
the material below, we urge you to carefully consider our Fiscal 2002 Annual
Report on Form 10-K filed on March 7, 2003 and our unaudited condensed
consolidated financial statements and related notes contained elsewhere in this
report.
Real Estate Credit Agreement Defaults
On March 30, 2002, our real estate development subsidiary, American
Skiing Company Resort Properties, Inc. (Resort Properties), failed to make a
mandatory principal payment of $3.75 million under its Real Estate Term Facility
with Fleet National Bank (Fleet) and certain other lenders. See "Liquidity and
Capital Resources - Real Estate Liquidity - Real Estate Term Facility" below for
a discussion of the status of our efforts to restructure the Real Estate Term
Facility.
As of July 28, 2002, our hotel development subsidiary (Grand Summit)
was also in default under its construction loan facility with Textron Financial
Corporation (Textron) and certain other lenders, resulting from a cross-default
on the Real Estate Term Facility and from the non-payment of the $3.8 million
note to the general contractor at Steamboat. Effective August 29, 2002, Grand
Summit and Textron and the lenders amended the senior construction loan (Senior
Construction Loan) and the subordinated construction loan (Subordinated
Construction Loan) (collectively, the Construction Loan Facility). See
"Liquidity and Capital Resources - Real Estate Liquidity - Construction Loan
Facility" below for a discussion of the terms of the amendment to the
Construction Loan Facility.
16
American Skiing Company and Subsidiaries
Liquidity and Capital Resources
Short-Term
Our primary short-term liquidity needs involve funding seasonal working
capital requirements, marketing and selling real estate development projects,
funding our Fiscal 2003 capital improvement program and servicing our debt. Our
cash requirements for ski-related and real estate development/sales activities
are provided from separate sources.
As described below, we entered into a new $91.5 million senior secured
loan facility (the New Resort Senior Credit Facility) on February 14, 2003 and
used our initial borrowings to refinance the Resort Senior Credit Facility.
Our primary source of liquidity for ski-related working capital and
ski-related capital improvements are cash flows from operations of our non-real
estate subsidiaries and borrowings under our New Resort Senior Credit Facility.
The total debt outstanding on our New Resort Senior Credit Facility as of April
27, 2003 was approximately $51.5 million. The Resort Senior Credit Facility was
repaid in full on February 18, 2003.
Real estate development and real estate working capital is funded
primarily through the Construction Loan Facility established for major real
estate development projects and net proceeds from the sale of real estate
developed for sale after required construction loan repayments. The Construction
Loan Facility is without recourse to ASC and the resort operating subsidiaries
and is collateralized by significant real estate assets of Resort Properties and
its subsidiaries, including the assets and stock of Grand Summit. As of April
27, 2003, the carrying value of the total assets that collateralized the
Construction Loan Facility and which are included in the accompanying condensed
consolidated balance sheet was approximately $117.7 million. The total debt
outstanding on the Construction Loan Facility as of April 27, 2003 was
approximately $42.1 million. See "Real Estate Liquidity - Real Estate Credit
Facility" below.
Resort Liquidity
As part of our comprehensive strategic plan to restructure our debt, we
entered into an agreement dated February 14, 2003 with General Electric Capital
Corporation (GE Capital) and CapitalSource Finance LLC (CapitalSource) whereby
GE Capital and CapitalSource provided the New Resort Senior Credit Facility. The
New Resort Senior Credit Facility replaced our Resort Senior Credit Facility and
is secured by substantially all our assets and the assets of our resort
operating subsidiaries. Resort Properties and its subsidiaries are not
guarantors of the New Resort Senior Credit Facility nor are their assets pledged
as collateral under the New Resort Senior Credit Facility. The New Resort Senior
Credit Facility consists of the following:
o Revolving Credit Facility - $40.0 million, including letter of credit
(L/C) availability of up to $5.0 million. The amount of availability
under the Revolving Credit Facility will be correspondingly reduced by
the amount of each L/C issued ($0 borrowed as of April 27, 2003).
o Tranche A Term Loan - $25.0 million borrowed on the funding date of
February 18, 2003 ($25.0 million borrowed as of April 27, 2003).
o Supplemental Term Loan - $6.5 million borrowed on the funding date of
February 18, 2003 ($6.5 million borrowed as of April 27, 2003).
o Tranche B Term Loan - $20.0 million borrowed on the funding date of
February 18, 2003 ($20.0 million borrowed as of April 27, 2003).
The Revolving, Tranche A Term Loan and Supplemental Term Loan portions
of the New Resort Senior Credit Facility mature on April 15, 2006 and bear
interest at JPMorgan Chase Bank's prime rate plus 3.25%, payable monthly (7.5%
as of April 27, 2003). The Supplemental Term Loan requires a principal payment
of approximately $342,000 on July 15, 2003, payments of approximately $1.0
million on January 15 and July 15 of each year, and a final payment of
approximately $1.0 million on April 15, 2006. The Tranche B Term Loan matures on
June 15, 2006 and bears interest at JPMorgan Chase Bank's prime rate plus 5.0%
(payable quarterly) with an interest rate floor of 12.25% (12.25% as of April
27, 2003). The New Resort Senior Credit Facility contains affirmative, negative
17
American Skiing Company and Subsidiaries
and financial covenants customary for this type of credit facility, which
includes maintaining a minimum level of EBITDA, as defined, places a limit on
our capital expenditures and contains an asset monetization covenant which
requires us to refinance the facility or sell assets sufficient to retire the
facility on or prior to December 31, 2005. Although the financial covenants of
the New Resort Senior Credit Facility are less restrictive than those of the
previously existing Resort Senior Credit Facility, we must improve our financial
performance in the future in order to remain in compliance with those covenants.
We were in compliance with all financial covenants of the New Resort Senior
Credit Facility as of April 27, 2003.
As of April 27, 2003, we had $39.9 million available for future
borrowings under the Revolving Credit Facility. Furthermore, as of April 27,
2003, we had $0.1 million of L/C's issued under the New Resort Senior Credit
Facility. In addition, we had $4.5 million of L/C's issued outside of the New
Resort Senior Credit Facility which have been collateralized by cash balances
and do not reduce availability under the Revolving Credit Facility. We currently
anticipate that the remaining borrowing capacity under the New Resort Senior
Credit Facility will be sufficient to meet our working capital needs until the
commencement of the 2003-2004 ski season, when we typically begin to generate
positive operating cash flows. However, no assurance can be made that the
remaining borrowing capacity will be sufficient in the event that circumstances
arise that are outside our normal operating conditions.
Our significant debt levels affect our liquidity. As a result of our
highly leveraged position, we have significant cash requirements to service
interest and principal payments on our debt. Consequently, cash availability for
working capital needs, capital expenditures and acquisitions is significantly
limited, outside of any availability under the New Resort Senior Credit
Facility. Furthermore, our New Resort Senior Credit Facility and the indenture
governing our Senior Subordinated Notes each contain significant restrictions on
our ability to obtain additional sources of capital and may affect our
liquidity. These restrictions include restrictions on the sale of assets,
restrictions on the incurrence of additional indebtedness and restrictions on
the issuance of preferred stock. The New Resort Senior Credit Facility also
restricts our ability to pay cash dividends on or redeem our common and
preferred stock.
Real Estate Liquidity
To fund working capital and fund its real estate development plan,
Resort Properties relied on the net proceeds from the sale of real estate
developed for sale after required construction loan repayments, a $73 million
Real Estate Term Facility and the Construction Loan Facility. A substantial
portion of our developable real estate and the commercial core units at the
Sundial Lodge at The Canyons and the Mount Snow Grand Summit Hotel in Vermont
are pledged to the lenders under the Real Estate Term Facility.
Real Estate Term Facility: Effective May 20, 2002, Resort Properties was in
default on its Real Estate Term Facility due to its failure to make a mandatory
principal payment of $3.75 million and the indebtedness was accelerated on May
31, 2002. As a result, all indebtedness under the facility is currently due and
payable.
The Real Estate Term Facility is comprised of three tranches, each with
separate interest rates and maturity dates as follows:
o Tranche A is a revolving facility which bears interest at a variable
rate equal to the Fleet National Bank Base Rate plus 2.0% (payable
monthly in arrears). As a result of the default, the default interest
rate on Tranche A is the Fleet National Bank Base Rate plus 6.0%
(10.25% as of April 27, 2003). Prior to the default, mandatory
principal reductions were required in certain prescribed percentages
ranging from 50% to 75% of net proceeds from any future sales of
undeveloped parcels. Prior to the default, the remaining principal
amount outstanding under Tranche A was scheduled to be paid in full on
June 30, 2003.
o Tranche B is a term loan facility that has a maximum principal amount
of $25 million, bears interest at a fixed rate of 18% per annum (10%
per annum is payable monthly in arrears and the remaining 8% per annum
accrues, is added to the principal balance of Tranche B and bears
interest at 18% per annum, compounded annually). As a result of the
default, the default interest rate on Tranche B is 29% per annum.
Mandatory principal payments on Tranche B of $10 million were due on
each of December 31, 2003 and June 30, 2004. Prior to the default, the
remaining $5 million of principal and all accrued and unpaid interest
on Tranche B was scheduled to be paid in full on December 31, 2004.
o Tranche C is a term loan facility that has a maximum principal amount
of $12 million, bears interest at an effective rate of 25% per annum
18
American Skiing Company and Subsidiaries
and, prior to the default, was scheduled to mature on December 31,
2005. As a result of the default, the default interest rate on Tranche
C is 29% per annum. Interest accrues, is added to the principal
balance of Tranche C and is compounded semi-annually.
As of April 27, 2003, the principal balances outstanding, including
accrued and unpaid interest, under Tranches A, B and C of the Real Estate Term
Facility were $19.1 million, $36.4 million, and $19.9 million, respectively.
On March 30, 2002, our real estate development subsidiary, Resort
Properties, failed to make a mandatory principal payment of $3.75 million under
its Real Estate Term Facility. Resort Properties obtained a temporary waiver of
this default on April 2, 2002. Effective May 20, 2002, the temporary waiver was
revoked and Resort Properties was in default on the facility. On May 31, 2002,
the lenders accelerated the due date of the entire remaining principal and
accrued interest under the facility. On November 22, 2002, Resort Properties
entered into a forbearance agreement with the lenders whereby the lenders agreed
to not pursue additional foreclosure remedies and to cease publication of
foreclosure notices for a 30-day period. Although this 30-day period has
expired, management continues discussions with Fleet and the other lenders
regarding a restructuring of this facility, and Fleet and the other lenders have
not exercised any further foreclosure remedies since the expiration of the
forbearance agreement. Management's ongoing restructuring efforts with the
lenders are aimed towards a restructuring of the facility, which is expected to
establish a new entity to hold Resort Properties' real estate development
assets. The equity in the new entity is expected to be held by a combination of
the lenders under the facility and Resort Properties. The facility remains in
default pending completion of these negotiations.
There is no assurance that negotiations will be successfully completed,
or that acceptable terms will be agreed to under which the payment defaults
pending under the Real Estate Term Facility may be resolved. Furthermore,
regardless of the outcome of this proposed restructuring, we may lose control of
assets pledged as collateral under the facility and future access to value
creation from these real estate assets. A substantial portion of our developable
real estate, including substantially all of the developable residential real
estate at The Canyons and Steamboat along with certain core village real estate
at Killington, and the stock of our real estate development subsidiaries
(including Grand Summit) is pledged to Fleet and the other lenders under the
facility. The commercial core units at the Sundial Lodge at The Canyons and the
Mount Snow Grand Summit Hotel in Vermont are also pledged to Fleet and the other
lenders. The Grand Summit unit inventory does not secure the Real Estate Term
Facility. Other remedies available to the lenders include, but are not limited
to, setoff of cash collateral amounts in Resort Properties' name held at Fleet
in the amount of approximately $1.1 million, foreclosure of real and personal
property owned by Resort Properties and pledged to the lenders (including all of
the capital stock of Grand Summit), and other customary secured creditor
remedies. As of April 27, 2003, the carrying value of the total assets that
collateralized the Real Estate Term Facility was approximately $117.7 million.
This collateral includes $81.7 million of Grand Summit assets pledged on our
Construction Loan Facility.
Construction Loan Facility: We conduct substantially all of our real estate
development through subsidiaries, each of which is a wholly owned subsidiary of
Resort Properties. Grand Summit owns our existing Grand Summit Hotel projects at
Steamboat, The Canyons and Attitash Bear Peak, which are primarily financed
through the Senior Construction Loan among Grand Summit and various lenders,
including Textron, the syndication and administrative agent. Due to construction
delays and cost increases at the Steamboat Grand Hotel project, Grand Summit
entered into a $10 million subordinated loan tranche with Textron (Subordinated
Construction Loan) on July 25, 2000. We used this facility solely for the
purpose of funding the completion of the Steamboat Grand Hotel.
As of July 28, 2002, Grand Summit was also in default under its Senior
Construction Loan and Subordinated Construction Loan under the Construction Loan
Facility, resulting from a cross-default on the Real Estate Term Facility and
from the non-payment of the $3.8 million note to the general contractor at
Steamboat. Effective August 29, 2002, Grand Summit and Textron and the lenders
entered into amendments to the Senior Construction Loan and the Subordinated
Construction Loan. The terms of the revised agreements waived all previous
defaults, relaxed mandatory principal amortization requirements and provided
additional liquidity to support ongoing sales and marketing activities of the
remaining quartershare units at The Canyons Grand Summit and Steamboat Grand
hotels. Upon the repayment of all indebtedness under the Senior Construction
Loan, the Subordinated Construction Loan and all other fees, Textron will
receive a fee equal to 25% of all gross proceeds of sales of quartershare units
and commercial units occurring subsequent to repayment.
As of April 27, 2003, the amount outstanding under the Senior
Construction Loan was $32.1 million and there were no borrowings available under
this facility. The principal is payable incrementally as quartershare sales are
closed based on a predetermined per unit amount, which approximates between 65%
19
American Skiing Company and Subsidiaries
and 80% of the net proceeds of each closing. Mortgages against the project sites
(including the completed Grand Summit Hotels at Attitash Bear Peak, The Canyons,
and Steamboat) collateralize the Senior Construction Loan, which is subject to
covenants, representations and warranties customary for this type of
construction facility. The Senior Construction Loan is non-recourse to ASC and
its resort operating subsidiaries (although it is collateralized by substantial
assets of Grand Summit, having a total book value of $81.7 million as of April
27, 2003, which in turn comprise substantial assets of our business). The
maturity date for funds advanced under the Steamboat portion of the Senior
Construction Loan is May 31, 2004. The Canyons portion of the Senior
Construction Loan was repaid during March 2003. The principal balance
outstanding under the Steamboat portion of the Senior Construction Loan was
approximately $32.1 million as of April 27, 2003 and had an interest rate on
funds advanced of prime plus 3.5%, with a floor of 9.0% (9.0% as of April 27,
2003). Effective March 31, 2003, the Company and Textron entered into an
amendment to the Senior Construction Loan to further modify the scheduled
principal reductions under the Senior Construction Loan. The Senior Construction
Loan, as amended, outlines the following maximum outstanding principal balances
as of the following dates:
June 29, 2003 $30,000,000
June 30, 2003 $25,000,000
September 30, 2003 $20,000,000
December 31, 2003 $10,000,000
March 31, 2004 $ 5,000,000
May 31, 2004 $ -
In order to obtain the amendment dated March 31, 2003, Grand Summit paid the
lenders $35,000. If Grand Summit is unable to reduce the outstanding principal
balance to $30 million by June 29, 2003, it will be required to pay the lenders
an additional $175,000. Furthermore, if Grand Summit is unable to make the
necessary payments to bring the outstanding balance under the Senior
Construction Loan to the amounts outlined above, remedies available to the
lenders include, but are not limited to, foreclosure of real and personal
property owned by Grand Summit and pledged to the lenders, and other customary
secured creditor remedies.
The Subordinated Construction Loan bears interest at a fixed rate of
20% per annum, payable monthly in arrears, provided that only 50% of the amount
of this interest shall be due and payable in cash and the other 50% of such
interest shall, if no events of default exist under the Subordinated
Construction Loan or the Senior Construction Loan, automatically be deferred
until the final payment date. The maturity date for funds advanced under the
Subordinated Construction Loan is September 30, 2004. As of April 27, 2003, the
amount outstanding under the Subordinated Construction Loan was $10.0 million
and there were no borrowings available under this facility.
Series A Preferred Stock Redemption
We have 36,626 shares of Series A Preferred Stock outstanding, with an
accreted value of approximately $64.9 million as of April 27, 2003. The Series A
Preferred Stock was redeemable on November 12, 2002 at an aggregate redemption
price of approximately $62.0 million, to the extent that we had funds legally
available for such redemption. If the Series A Preferred Stock is not permitted
to be redeemed because there are not legally available funds, we must redeem
that number of shares of Series A Preferred Stock which we can lawfully redeem,
and from time to time thereafter, as soon as funds are legally available, we
must redeem shares of the Series A Preferred Stock until we have done so in
full. Prior to the November 12, 2002 redemption date, based upon all relevant
factors, our Board of Directors determined not to redeem any such shares of
stock on such redemption date. On January 27, 2003, the holders of the Series A
Preferred Stock demanded that we redeem all of the Series A Preferred Stock
immediately. We are not permitted to redeem the Series A Preferred Stock under
the terms of our New Resort Senior Credit Facility and the indenture governing
our Senior Subordinated Notes. Also, we can give no assurance that the necessary
liquidity will be available to effect such redemption. We will continue to
assess our obligations with respect to the requirements of the redemption
provisions of the Series A Preferred Stock. Because the Series A Preferred Stock
was not redeemed on November 12, 2002, the certificate of designation for the
Series A Preferred Stock provides that the holders are entitled to elect two
additional members of our board of directors. We have not yet been advised by
the holders of the Series A Preferred Stock whether they intend to exercise
their right to elect two directors at or prior to our next annual shareholders
meeting or whether they intend to take any other action, including legal action.
If the holders of the Series A Preferred Stock were to commence any litigation
to compel us to redeem the Series A Preferred Stock, based upon present facts
and circumstances we would vigorously contest any such litigation. If we are
required to redeem all or any portion of the Series A Preferred Stock, it could
have a material adverse effect on our business, results of operations and
financial condition.
20
American Skiing Company and Subsidiaries
Long-Term
Our primary long-term liquidity needs are to fund skiing-related
capital improvements at certain of our resorts. For Fiscal 2003 and 2004, we
anticipate our annual maintenance capital needs to be approximately $8.5
million. There is a considerable degree of flexibility in the timing and, to a
lesser degree, scope of our growth capital program. Although we can defer
specific capital expenditures for extended periods, continued growth of skier
visits, revenues and profitability will require continued capital investment in
on-mountain improvements.
We finance on-mountain capital improvements through resort cash flows,
capital leases and our New Resort Senior Credit Facility. The size and scope of
the capital improvement program will generally be determined annually depending
upon the strategic importance and expected financial return of certain projects,
future availability of cash flows from each season's resort operations and
future borrowing availability and covenant restrictions under the New Resort
Senior Credit Facility. The New Resort Senior Credit Facility places a maximum
level of non-real estate capital expenditures for Fiscal 2003 at $8.5 million,
with the ability to increase this amount in the future if certain conditions are
met. We believe that these capital expenditure amounts will be sufficient to
meet our non-real estate capital improvement needs for the foreseeable future.
21
American Skiing Company and Subsidiaries
Results of Operations
For the 13 weeks ended April 28, 2002 compared to the 13 weeks
ended April 27, 2003
Resort Operations:
The components of resort operations for the 13 weeks ended April 28,
2002 and April 27, 2003 are as follows (in thousands):
- --------------------------------------------------------------------------------
13 Weeks ended
------------------------------- ------------
4/28/02 4/27/03 Variance
--------------- --------------- ------------
Total resort revenues $ 124,049 $ 122,129 $ (1,920)
--------------- --------------- ------------
Cost of resort operations 62,530 60,903 (1,627)
Marketing, general and administrative
costs 13,520 13,600 80
Write-off of deferred financing costs - 2,761 2,761
Depreciation and amortization 10,922 11,474 552
Interest expense 7,425 6,072 (1,353)
--------------- --------------- ------------
Total resort expenses 94,397 94,810 413
--------------- --------------- ------------
Income from resort operations $ 29,652 $ 27,319 $ (2,333)
=============== =============== ============
- --------------------------------------------------------------------------------
Resort revenues were 1.5% lower in the 13 weeks ended April 27, 2003
when compared to the 13 weeks ended April 28, 2002. This is a result of
softening skier visits due to inclement weekend weather, the soft economy, as
well as concerns about the war in the Middle East and potential terrorist
activity in the United States. Resort operating expenses (including marketing,
general and administrative costs) for the 13 weeks ended April 27, 2003 were
$413,000 higher than the same period of Fiscal 2002, primarily as a result of
the following:
(i) $1.4 million decrease in interest expense resulting from a decrease in
overall debt balances,
(ii) $1.6 million decrease in cost of resort operations, primarily from
decreased skier visits and management's initiatives to reduce costs,
(iii) $0.1 million increase in marketing, general and administrative costs
including a $0.4 million charge related to the our Phantom Equity Plan
(LTIP),
(iv) $2.8 million increase in write-off of deferred financing costs as a
result of the refinancing of the Resort Senior Credit Facility, and
(v) $0.6 million increase in depreciation.
Recent Trends: Although our operating results from July 29, 2002
through April 27, 2003 were stronger than the comparable period of the prior
year, we have experienced significant softening in reservation activity with
respect to our summer operations which may be attributable to the soft economy,
as well as concerns about the war in the Middle East and potential terrorist
activity in the United States. This recent trend has created uncertainty with
respect to the ability to forecast future performance for the remainder of our
fiscal year and beyond.
22
American Skiing Company and Subsidiaries
Real Estate Operations:
The components of real estate operations are as follows:
- --------------------------------------------------------------------------------
13 weeks ended
-------------------------------- ------------
4/28/02 4/27/03 Variance
--------------- ---------------- ------------
Total real estate revenues $ 7,592 $ 5,614 $ (1,978)
--------------- ---------------- ------------
Cost of real estate operations 8,340 4,941 (3,399)
Impairment charges - (160) (160)
Depreciation and amortization 596 592 (4)
Interest expense 3,676 5,022 1,346
--------------- ---------------- ------------
Total real estate expenses 12,612 10,395 (2,217)
--------------- ---------------- ------------
Loss from real estate operations $ (5,020) $ (4,781) $ 239
=============== ================ ============
- --------------------------------------------------------------------------------
Real estate revenues decreased by $2.0 million in the 13 weeks ended
April 27, 2003 when compared to the same period in Fiscal 2002, from $7.6
million to $5.6 million. This was a result primarily of the following:
(i) $1.7 million decrease in revenues recognized on the closings of
quartershare and eighthshare units at Steamboat and The Canyons,
(ii) $1.8 million decrease in revenues recognized on the closings of
quartershare units at our eastern resorts, and
(iii) $1.3 million increase in revenues recognized from the sale of
undeveloped land primarily at Sugarloaf and Mount Snow.
The decrease in revenues from closings of quartershare units at our
eastern resorts is the result of having substantially completed the sell-out of
our remaining inventory. The decrease in revenues from closings of units at The
Canyons and Steamboat relates primarily to continuing disruptions related to our
real estate restructuring efforts as well as weakening economic conditions.
Our loss from real estate operations decreased by $0.2 million, from
$5.0 million in the 13 weeks ended April 28, 2002 to $4.8 million in the 13
weeks ended April 27, 2003. This was a result primarily of the following:
(i) $2.0 million decrease in revenues recognized as discussed above,
(ii) $3.4 million decrease in cost of real estate operations resulting from
decreased sales activity, and
(iii) $1.3 million increase in interest expense resulting from an increase
in debt balances and interest on certain debt being calculated using a
higher default interest rate.
Recent Trends: Sales volumes at our Grand Summit properties at
Steamboat and The Canyons are below management's anticipated levels for this
period. We believe that this is primarily the result of continued weakening
economic conditions. We remain cautiously optimistic about our ability to sell
an increased number of units at Steamboat and The Canyons and are progressing on
a potential restructuring of the Real Estate Term Facility. We are monitoring
developing economic conditions and continue to revise our sales and marketing
programs as conditions require.
Benefit from income taxes. The benefit from income taxes was $0 in both
the 13 weeks ended April 28, 2002 and the 13 weeks ended April 27, 2003. We
believe it is more likely than not that we will not realize income tax benefits
from operating losses in the foreseeable future.
Accretion of discount and dividends on mandatorily redeemable preferred
stock. The dividends on mandatorily redeemable preferred stock increased $1.3
million, from $8.3 million for the 13 weeks ended April 28, 2002 to $9.6 million
for the 13 weeks ended April 27, 2003. This increase is primarily attributable
to the compounding effect of accruing dividends on the value of the preferred
shares.
23
American Skiing Company and Subsidiaries
Results of Operations
For the 39 weeks ended April 28, 2002 compared to the 39 weeks
ended April 27, 2003
Resort Operations:
Sale of Sugarbush: We completed the sale of Sugarbush resort on
September 28, 2001. Results of Sugarbush operations are included in our
condensed consolidated statement of operations through that date, which covers
the first two months of the fiscal year. For comparability, the results of
operations at Sugarbush are excluded from both current and prior year results in
the discussion of the results of resort operations. The components of resort
operations reflect the operations of Heavenly as discontinued operations for the
first quarter of Fiscal 2002 due to its sale in May 2002. The following table
reconciles results from resort operations as reported for the 39 weeks ended
April 28, 2002 and April 27, 2003, both including and excluding the results of
Sugarbush resort (in thousands):
- --------------------------------------------------------------------------------------------------------------------------
Resort Results as Sugarbush Results Results Excluding Variance
Reported Sugarbush
39 weeks ended 39 weeks ended 39 weeks ended Excluding
------------------------ --------------------- -----------------------
4/28/02 4/27/03 4/28/02 4/27/03 4/28/02 4/27/03 Sugarbush
------------ ----------- ---------- ---------- ----------- ----------- ------------
Total resort revenues $ 229,357 $ 238,001 $ 698 $ - $ 228,659 $ 238,001 $ 9,342
------------ ----------- ---------- ---------- ----------- ----------- ------------
Cost of resort operations 146,740 149,197 1,153 - 145,587 149,197 3,610
Marketing, general and
administrative costs 38,479 40,185 468 - 38,011 40,185 2,174
Restructuring and asset
impairment charges 27,639 - - - 27,639 - (27,639)
Write-off of deferred financing
costs - 2,761 - - - 2,761 2,761
Depreciation and amortization 24,350 25,764 - - 24,350 25,764 1,414
Interest expense 25,799 18,915 32 - 25,767 18,915 (6,852)
------------ ----------- ---------- ---------- ----------- ----------- ------------
Total resort expenses 263,007 236,822 1,653 - 261,354 236,822 (24,532)
------------ ----------- ---------- ---------- ----------- ----------- ------------
Income (loss) from resort $ (33,650) $ 1,179 $ (955) $ - $ (32,695) $ 1,179 $ 33,874
============ =========== ========== ========== =========== =========== ============
- --------------------------------------------------------------------------------------------------------------------------
Resort revenues were 4.1% higher in the 39 weeks ended April 27, 2003
when compared to the 39 weeks ended April 28, 2002. This is a result of improved
early season snow conditions at our eastern resorts when compared to the prior
year and improved results at The Canyons following the 2002 Winter Olympic Games
in Fiscal 2002. Resort operating expenses (including marketing, general and
administrative costs) for the 39 weeks ended April 27, 2003 were $24.5 million
lower than the same period of Fiscal 2002, primarily as a result of the
following:
(i) $6.9 million decrease in interest expense resulting from a decrease in
overall debt balances,
(ii) $27.6 million decrease in restructuring and asset impairment charges,
(iii) $3.6 million increase in cost of resort operations, primarily from
increased skier visits,
(iv) $2.2 million increase in marketing, general and administrative costs,
primarily from the increase in resort operating activity and a $0.4
million charge relate to our LTIP,
(v) $2.8 million increase in write-off of deferred financing costs as a
result of the refinancing of the Resort Senior Credit Facility, and
(vi) $1.4 million increase in depreciation.
The $27.6 million of restructuring and asset impairment charges for the
39 weeks ended April 28, 2002 includes:
(i) $25.4 million impairment charge to record the estimated fair value of
net assets held for sale at Steamboat, and (
ii) $2.2 million of legal, consulting and financing costs incurred in
connection with capital and debt restructuring.
Excluding these restructuring and asset impairment charges and the
write-off of deferred financing costs, income from resort operations was $3.9
million for the 39 weeks ended April 27, 2003 compared to a loss of $5.1 million
for the same period of Fiscal 2002, an increase in income of $9.0 million.
24
American Skiing Company and Subsidiaries
Real Estate Operations:
The components of real estate operations are as follows:
- --------------------------------------------------------------------------------
39 weeks ended
-------------------------------- ------------
4/28/02 4/27/03 Variance
--------------- ---------------- ------------
Total real estate revenues $ 22,463 $ 10,653 $ (11,810)
--------------- ---------------- ------------
Cost of real estate operations 24,402 10,415 (13,987)
Restructuring and asset impairment
charges 240 (160) (400)
Depreciation and amortization 1,854 1,851 (3)
Interest expense 12,119 14,811 2,692
--------------- ---------------- ------------
Total real estate expenses 38,615 26,917 (11,698)
--------------- ---------------- ------------
Loss from real estate operations $ (16,152) $ (16,264) $ (112)
=============== ================ ============
- --------------------------------------------------------------------------------
Real estate revenues decreased by $11.8 million in the 39 weeks ended
April 27, 2003 when compared to the same period in Fiscal 2002, from $22.5
million to $10.7 million. This was a result primarily of the following:
(i) $5.7 million decrease in revenues recognized on the closings of
quartershare units at Steamboat and The Canyons,
(ii) $8.1 million decrease in revenues recognized on the closings of
quartershare units at our eastern resorts, and
(iii) $1.9 million increase in revenues recognized from the sale of land.
The decrease in revenues from closings of quartershare units at our
eastern resorts is the result of having substantially completed the sell-out of
our remaining inventory. The decrease in revenues from closings of quartershare
units at The Canyons and Steamboat relates primarily to continuing disruptions
related to our real estate restructuring efforts as well as weakening economic
conditions.
Our loss from real estate operations increased by $0.1 million, from
$16.2 million in the 39 weeks ended April 28, 2002 to $16.3 million in the 39
weeks ended April 27, 2003. This was a result primarily of the following:
(i) $11.8 million decrease in revenues recognized as discussed above,
(ii) $14.0 million decrease in cost of real estate operations resulting
from decreased sales activity, and
(iii) $2.7 million increase in interest expense resulting from an increase
in debt balances and interest on certain debt being calculated using a
higher default interest rate.
The restructuring and asset impairment charges for the 39 weeks ended
April 28, 2002 consisted primarily of legal, consulting and financing costs
incurred in connection with capital and debt restructuring.
Benefit from income taxes. The benefit from income taxes was $0 in both
the 39 weeks ended April 28, 2002 and the 39 weeks ended April 27, 2003. We
believe it is more likely than not that we will not realize income tax benefits
from operating losses in the foreseeable future.
Accretion of discount and dividends on mandatorily redeemable preferred
stock. The dividends on mandatorily redeemable preferred stock increased $3.4
million, from $24.3 million for the 39 weeks ended April 28, 2002 to $27.7
million for the 39 weeks ended April 27, 2003. This increase is primarily
attributable to the compounding effect of accruing dividends on the value of the
preferred shares.
Cumulative effect of a change in accounting principle. During Fiscal 2002,
we adopted SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 142
applies to goodwill and intangible assets acquired after June 30, 2001, as well
25
American Skiing Company and Subsidiaries
as goodwill and intangible assets previously acquired. As a result of the
adoption of SFAS No. 142, we recorded an impairment charge of $18.7 million,
which has been recorded as a cumulative effect of a change in accounting
principle in the 39 weeks ended April 28, 2002.
Recently Issued Accounting Standards
In November 2002, the FASB issued FASB Interpretations (FIN) No. 45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others - an Interpretation of FASB
Statements No. 5, 57, and 107 and Rescission of FASB Interpretation No. 34".
This Interpretation elaborates on the disclosures to be made by a guarantor in
its interim and annual financial statements about its obligations under certain
guarantees that it has issued. It also clarifies that a guarantor is required to
recognize, at the inception of a guarantee, a liability for the fair value of
the obligation undertaken in issuing the guarantee. The initial recognition and
initial measurement provisions of FIN No. 45 are to be applied on a prospective
basis to guarantees issued or modified after December 31, 2002. The disclosure
requirements of FIN No. 45 are effective for financial statements of interim or
annual periods ending after December 15, 2002. We adopted FIN No. 45 effective
for the interim period ended January 26, 2003. The adoption of FIN No. 45 did
not have an effect on our results of operations or financial position.
In January 2003, the FASB issued FASB Interpretations (FIN) No. 46,
"Consolidation of Variable Interest Entities - an Interpretation of ARB No. 51".
This Interpretation addresses consolidation and reporting by business
enterprises of variable interest entities. All enterprises with variable
interests in variable interest entities created after January 31, 2003, shall
apply the provisions of this Interpretation to those entities immediately. A
public entity with a variable interest in a variable interest entity created
before February 1, 2003, shall apply the provisions of this Interpretation to
that entity no later than the beginning of the first interim or annual reporting
period beginning after June 15, 2003. We adopted FIN No. 46 effective January
27, 2003. The adoption of FIN No. 46 did not have an effect on our results of
operations or financial position.
In May 2003, the FASB issued Statement of Financial Accounting
Standards No. 150, "Accounting for Certain Financial Instruments with
Characteristics of Both Liabilities and Equity" (SFAS No. 150). SFAS No. 150
establishes standards for how financial instruments with characteristics of both
liabilities and equity should be measured and classified and requires that an
issuer classify a financial instrument that is within its scope as a liability.
SFAS No. 150 is effective for financial instruments entered into or modified
after May 31, 2003, and otherwise is effective at the beginning of the first
interim period beginning after June 15, 2003. We believe the adoption of SFAS
No. 150 will not have a material effect on our results of operations, financial
position, or liquidity.
26
American Skiing Company and Subsidiaries
Item 3
Quantitative and Qualitative Disclosures about Market Risk
There have been no material changes in information relating to market
risk since our disclosure included in Item 7A of Form 10-K for the fiscal year
ended July 28, 2002, as filed with the Securities and Exchange Commission on
March 7, 2003.
Item 4
Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures. Our Chief Executive
Officer and Chief Financial Officer, after evaluating the
effectiveness of our disclosure controls and procedures (as defined in
the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c) as
of a date within 90 days of the filing date of this Quarterly Report
on Form 10-Q (the "Evaluation Date")), have concluded that as of the
Evaluation Date, our disclosure controls and procedures were adequate
and effective to ensure that material information relating to us and
our consolidated subsidiaries would be made known to them by others
within those entities, particularly during the period in which this
Quarterly Report on Form 10-Q was being prepared.
(b) Changes in Internal Controls. There were no significant changes in our
internal controls or in other factors that could significantly affect
our internal controls subsequent to the date of their evaluation, nor
any significant deficiencies or material weaknesses in such internal
controls requiring corrective actions. As a result, no corrective
actions were taken.
It should be noted that any system of controls, however well designed and
operated, can provide only reasonable, and not absolute, assurance that the
objectives of the system are met. In addition, the design of any control
system is based in part upon certain assumptions about the likelihood of
future events. Because of these and other inherent limitations of control
systems, there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions,
regardless of how remote.
Part II - Other Information
Item 1
Legal Proceedings
On April 22, 2003, we were sued in Utah state court by Westgate
Resorts, Ltd. for breach of contract and other related claims arising from
disputes involving two contracts between us (through two different subsidiaries,
ASC Utah, Inc., and American Skiing Company Resort Properties, Inc.) and
Westgate. Generally, Westgate has alleged that ASC Utah and/or American Skiing
Company Resort Properties, Inc. have breached obligations to Westgate to
construct certain infrastructure at The Canyons resort and provide marketing
support for Westgate's project. Westgate's claim seeks specific performance of
certain aspects of the two contracts. It is not currently feasible to quantify
the damages being sought in this action. On May 13, 2003, we answered Westgate's
complaint and filed a counterclaim, alleging, among other things, that Westgate
was in default on a joint promotional agreement with ASC Utah for failing to
purchase approximately $2 million in lift tickets and that Westgate's buildings
at The Canyons encroach upon land owned or controlled by ASC Utah and/or
American Skiing Company Resort Properties, Inc. No discovery has been taken in
this matter and no timetable has been set for bringing the matters to trial.
Item 2
Changes in Securities and Use of Proceeds
None.
Item 3
Defaults under Senior Securities
On March 30, 2002, our real estate development subsidiary, Resort
Properties, failed to make a mandatory principal payment of $3.75 million under
its Real Estate Term Facility. Resort Properties obtained a temporary waiver of
this default on April 2, 2002. Effective May 20, 2002, the temporary waiver was
revoked and Resort Properties was in default on the facility. On May 31, 2002,
the lenders accelerated the due date of the entire remaining principal and
27
American Skiing Company and Subsidiaries
accrued interest under the facility. On November 22, 2002, Resort Properties
entered into a forbearance agreement with the lenders whereby the lenders agreed
to not pursue additional foreclosure remedies and to cease publication of
foreclosure notices for a 30-day period. Although this 30-day period has
expired, management continues discussions with Fleet and the other lenders
regarding a restructuring of this facility, and Fleet and the other lenders have
not exercised any further foreclosure remedies since the expiration of the
forbearance agreement. Management's ongoing restructuring efforts with the
lenders are aimed towards a restructuring of the facility, which will establish
a new entity to hold Resort Properties' real estate development assets. The
equity in the new entity is expected to be held by a combination of the lenders
under the facility and Resort Properties. The facility remains in default
pending completion of these negotiations.
Item 5
Other Information
None.
Item 6
Exhibits and Reports on Form 8-K
a) Exhibits
Included herewith are the following exhibits:
Exhibit No. Description
99.1 Certification of Chief Executive Officer
99.2 Certification of Chief Financial Officer
b) Reports on Form 8-K
The Company filed a report on Form 8-K on March 12, 2003, announcing its
results for the 13 and 26 weeks ended January 26, 2003.
28
American Skiing Company and Subsidiaries
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
American Skiing Company
Date: June 11, 2003
By: /s/ William J. Fair
--------------------------------
William J. Fair
President and Chief Executive Officer
(Principal Executive Officer)
By: /s/ Helen E. Wallace
--------------------------------
Helen E. Wallace
Senior Vice President, Chief
Financial Officer
(Principal Financial Officer)
29
American Skiing Company and Subsidiaries
CERTIFICATIONS
I, William J. Fair, certify that:
1. I have reviewed this quarterly report on Form 10-Q of American Skiing
Company (the "Company");
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the Company as of, and for, the periods presented in this
quarterly report;
4. The Company's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the Company and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the Company, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the Company's disclosure controls and
procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The Company's other certifying officer and I have disclosed, based on our
most recent evaluation, to the Company's auditors and the audit committee
of the Company's board of directors (or persons performing the equivalent
function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Company's ability to record,
process, summarize and report financial data and have identified for
the Company's auditors any material weaknesses in internal controls;
and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Company's internal
controls; and
6. The Company's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: June 11, 2003
By: /s/ William J. Fair
--------------------------------
William J. Fair
President and Chief Executive Officer
(Principal Executive Officer)
30
American Skiing Company and Subsidiaries
CERTIFICATIONS (continued)
I, Helen E. Wallace, certify that:
1. I have reviewed this quarterly report on Form 10-Q of American Skiing
Company (the "Company");
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the Company as of, and for, the periods presented in this
quarterly report;
4. The Company's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the Company and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the Company, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the Company's disclosure controls and
procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The Company's other certifying officer and I have disclosed, based on our
most recent evaluation, to the Company's auditors and the audit committee
of the Company's board of directors (or persons performing the equivalent
function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Company's ability to record,
process, summarize and report financial data and have identified for
the Company's auditors any material weaknesses in internal controls;
and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Company's internal
controls; and
6. The Company's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: June 11, 2003
By: /s/ Helen E. Wallace
--------------------------------
Helen E. Wallace
Senior Vice President, Chief Financial Officer
(Principal Financial Officer)
31