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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 quarterly period ended October 26, 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 offices)
(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 16,977,653
shares of common stock, $.01 par value, as of November 30, 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 October 27, 2002 and October 26, 2003 (unaudited)..........3
Condensed Consolidated Balance Sheets as of July 27, 2003
and October 26, 2003 (unaudited).................................4
Condensed Consolidated Statements of Cash Flows for the 13 weeks
ended October 27, 2002 and October 26, 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..............................................................15
Real Estate Credit Agreement Defaults................................15
Liquidity and Capital Resources......................................16
Results of Operations................................................21
Item 3. Quantitative and Qualitative Disclosures
About Market Risk...............................................23
Item 4. Controls and Procedures..............................................23
Part II - Other Information
Item 1. Legal Proceedings....................................................23
Item 2. Changes in Securities and Use of Proceeds............................23
Item 3. Defaults Upon Senior Securities......................................24
Item 4. Submission of Matters to a Vote of Security Holders..................24
Item 5. Other Information....................................................25
Item 6. Exhibits and Reports on Form 8-K....................................25
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
October 27, 2002 October 26, 2003
(unaudited) (unaudited)
Net revenues:
Resort $ 16,911 $ 16,128
Real estate 3,714 2,345
------------------- -------------------
Total net revenues 20,625 18,473
------------------- -------------------
Operating expenses:
Resort 22,500 22,525
Real estate 3,576 1,658
Marketing, general and
administrative 10,033 10,280
Restructuring charges - 137
Depreciation and amortization 2,416 2,303
------------------- -------------------
Total operating expenses 38,525 36,903
------------------- -------------------
Loss from operations (17,900) (18,430)
Interest expense, net 12,274 22,828
------------------- -------------------
Net loss (30,174) (41,258)
Accretion of discount and dividends
on mandatorily redeemable
preferred stock (8,931) -
------------------- -------------------
Net loss available to common
shareholders $ (39,105) $ (41,258)
=================== ===================
Accumulated deficit, beginning
of period $ (433,045) $ (515,063)
Net loss available to common
shareholders (39,105) (41,258)
------------------- -------------------
Accumulated deficit, end of period $ (472,150) $ (556,321)
=================== ===================
Basic and diluted net loss per common share:
Net loss available to common
shareholders $ (1.23) $ (1.30)
=================== ===================
Weighted average common shares
outstanding - basic and diluted 31,724,141 31,738,183
See accompanying notes to Condensed Consolidated Financial Statements.
3
American Skiing Company and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands, except share and per share amounts)
July 27, 2003 October 26, 2003
(unaudited) (unaudited)
Assets
Current assets
Cash and cash equivalents $ 6,596 $ 6,104
Restricted cash 3,829 4,415
Accounts receivable, net 5,862 5,530
Inventory 3,653 6,733
Prepaid expenses 3,326 5,044
Deferred income taxes 7,300 7,300
Other current assets 978 958
----------------- ------------------
Total current assets 31,544 36,084
Property and equipment, net 372,926 374,032
Real estate developed for sale 48,234 47,509
Intangible assets, net 7,058 7,044
Deferred financing costs, net 6,705 6,016
Other assets 8,838 8,896
----------------- ------------------
Total assets $ 475,305 $ 479,581
================= ==================
(continued on next page)
See accompanying notes to Condensed Consolidated Financial Statements.
4
American Skiing Company and Subsidiaries
Condensed Consolidated Balance Sheets (continued)
(In thousands, except share and per share amounts)
July 27, 2003 October 26, 2003
(unaudited) (unaudited)
Liabilities, Mandatorily Redeemable Preferred Stock and Shareholders' Deficit
Current liabilities
Current portion of long-term debt $ 138,610 $ 144,073
Current portion of subordinated notes and debentures 1,466 1,466
Accounts payable and other current liabilities 53,058 61,725
Deposits and deferred revenue 9,723 30,326
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 $68,432) - 68,432
----------------- ------------------
Total current liabilities 202,857 306,022
Long-term debt, excluding current portion 60,178 60,164
Subordinated notes and debentures, excluding current portion 140,095 140,616
Other long-term liabilities 3,471 3,517
Deferred income taxes 7,300 7,300
Mandatorily Redeemable 8 1/2% Series B Preferred Stock; 150,000 shares authorized, issued
and outstanding (redemption value of $0) - -
Mandatorily Redeemable Convertible Participating 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 $51,604) - 51,039
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 and $191,525) - 189,476
Mandatorily Redeemable Nonvoting Series D Participating Preferred Stock, par value of
$0.01 per share; 5,000 shares authorized; no shares issued or outstanding - -
----------------- ------------------
Total liabilities 413,901 758,134
----------------- ------------------
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 $66,663) 66,663 -
Mandatorily Redeemable 8 1/2% Series B Preferred Stock; 150,000 shares authorized, issued
and outstanding (redemption value of $0) - -
Mandatorily Redeemable Convertible Participating 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 $50,105) 49,520 -
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 $184,621) 182,516 -
Mandatorily Redeemable Nonvoting Series D Participating 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;
16,977,653 shares issued and outstanding 170 170
Additional paid-in capital 277,450 277,450
Accumulated deficit (515,063) (556,321)
----------------- ------------------
Total shareholders' deficit (237,295) (278,553)
----------------- ------------------
Total liabilities, mandatorily redeemable preferred stock and shareholders'
deficit $ 475,305 $ 479,581
================= ==================
See accompanying notes to Condensed Consolidated Financial Statements.
5
American Skiing Company and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In thousands)
13 weeks ended 13 weeks ended
October 27, 2002 October 26, 2003
(unaudited) (unaudited)
Cash flows from operating activities
Net loss $ (30,174) $ (41,258)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 2,416 2,303
Amortization of deferred financing cost, amortization of original issue
discount and accretion of discount and dividends on mandatorily
redeemable preferred stock 1,246 11,303
Non-cash interest on junior subordinated notes 375 416
Gain from sale of assets (384) (392)
Decrease (increase) in assets:
Restricted cash 779 (586)
Accounts receivable, net 3,012 332
Inventory (2,624) (3,080)
Prepaid expenses (1,892) (1,718)
Real estate developed for sale 2,275 725
Other assets (3,506) (38)
Increase in liabilities:
Accounts payable and other current liabilities 1,181 8,667
Deposits and deferred revenue 18,563 20,603
Other long-term liabilities 3,372 46
------------------- ------------------
Net cash used in operating activities (5,361) (2,677)
------------------- ------------------
Cash flows from investing activities
Capital expenditures (2,460) (3,407)
Proceeds from sale of assets 511 404
------------------- ------------------
Net cash used in investing activities (1,949) (3,003)
------------------- ------------------
Cash flows from financing activities
Proceeds from resort senior credit facilities 28,511 14,832
Repayment of resort senior credit facilities (20,877) (9,911)
Repayment of long-term debt (298) (241)
Proceeds from real estate debt 3,245 1,877
Repayment of real estate debt (2,348) (1,369)
Payment of deferred financing costs (476) -
------------------- ------------------
Net cash provided by financing activities 7,757 5,188
------------------- ------------------
Net increase (decrease) in cash and cash equivalents 447 (492)
Cash and cash equivalents, beginning of period 6,924 6,596
------------------- ------------------
Cash and cash equivalents, end of period $ 7,371 $ 6,104
=================== ==================
Supplemental disclosure of cash flow information:
Accretion of discount and dividends on mandatorily redeemable preferred stock $ 8,931 $ -
Cash paid for interest 6,692 8,032
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 principally
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 2004 and Fiscal 2003 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 27, 2003 filed with the
Securities and Exchange Commission on October 27, 2003. The accompanying
condensed consolidated financial statements reflect adjustments and
reclassifications made to the unaudited quarterly financial information
presented in Note 20 of the Company's Fiscal 2003 Form 10-K.
2. Significant Accounting Policies
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 significant 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
As prescribed in Statement of Financial Accounting Standards (SFAS) No.
142, "Goodwill and Other Intangible Assets" (SFAS No. 142), certain
indefinite-lived intangible assets, including trademarks, are no longer
amortized but are subject to annual impairment assessments. An impairment loss
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, "Accounting
for the Impairment or Disposal of Long-Lived Assets" (SFAS No. 144).
7
American Skiing Company and Subsidiaries
As of July 27, 2003 and October 26, 2003, other intangible assets consist of
the following (in thousands):
------------------------------------------------------------------
July 27, 2003 October 26, 2003
------------------------------------------------------------------
Definite-lived Intangible Assets:
Lease agreements $ 1,853 $ 1,853
Less accumulated amortization (288) (302)
---------------- ----------------
1,565 1,551
Indefinite-lived Intangible Assets:
Trade names 170 170
Water rights 5,323 5,323
---------------- ----------------
Intangible Assets, net $ 7,058 $ 7,044
================ ================
------------------------------------------------------------------
Amortization expense related to intangible assets was approximately
$14,000 for both the 13 weeks ended October 27, 2002 and the 13 weeks ended
October 26, 2003. 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
In accordance with SFAS No. 144, long-lived assets, such as property
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.
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 and rental 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 investments are adequate to demonstrate a
commitment to pay for the property 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 consolidated balance sheets
until the earnings process is complete.
Seasonality
The Company's revenues are highly seasonal in nature. For Fiscal 2003,
the Company realized approximately 87% of resort segment revenues and over 100%
of resort segment operating income during the period from November through
April. In addition, a significant portion of resort segment revenue and
approximately 21% of annual skier visits were generated during the Christmas and
Presidents' Day vacation weeks in Fiscal 2003. The Company's resorts typically
experience operating losses and negative cash flows for the period from May
through November.
A 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
and board of directors of the Company and its subsidiaries and other key persons
(eligible for nonqualified stock options only) as designated by the Options
Committee. The Options Committee, which is appointed by the Board of Directors,
8
American Skiing Company and Subsidiaries
is responsible for the Plan's administration. The Options 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 Options Committee. At October 26, 2003, the Company has
outstanding options to purchase 3,821,187 shares at a weighted average exercise
price of $4.25 under the Plan, which has not changed since July 27, 2003.
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
October 26, 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 consolidated balance sheet as of October 26,
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 ended October 27, 2002 and October 26, 2003, the Company recognized
no stock compensation expense relating to these options.
The following table summarizes information about the stock options
outstanding under the Plan as of October 26, 2003:
- --------------------------------------------------------------------------------
Weighted
Average
Remaining Weighted
Range of Contractual Average Weighted
Exercise Life (in Exercise Average
Prices Outstanding years) Price Exercisable Exercise Price
- --------------------------------------------------------------------------------
$0.72 25,000 7.7 $ 0.72 25,000 $ 0.72
1.75 - 2.50 1,420,337 6.4 2.11 1,371,003 2.11
3.00 - 4.00 1,449,250 6.4 3.17 1,321,750 3.19
7.00 - 8.75 735,750 5.0 7.19 733,050 7.19
14.19 - 18.00 190,850 4.0 17.55 190,850 17.55
------------ ------------
3,821,187 6.0 $ 4.25 3,641,653 $ 4.33
============ ============
- --------------------------------------------------------------------------------
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. In December 2002, the FASB issued SFAS No. 148, "Accounting
for Stock-Based Compensation -Transition and Disclosure - an amendment of FAS
123" (SFAS No. 148). This statement amends SFAS No. 123, "Accounting for
Stock-Based Compensation" (SFAS No. 123), to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation, and amends the disclosure requirements to
SFAS No. 123 to require prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results. The Company
has adopted the disclosure-only provisions of SFAS No. 148. Had stock
compensation expense been determined based on the fair value at the grant dates
for awards granted under the Company's Plan, consistent with the provisions of
SFAS No. 148, the Company's net loss and loss per share would have been changed
to the pro forma amounts indicated below (dollar amounts in thousands):
9
American Skiing Company and Subsidiaries
-------------------------------------------------------------------------
13 weeks ended 13 weeks ended
October 27, 2002 October 26, 2003
-------------------------------------------------------------------------
Net loss available to
common shareholders
As reported $ (39,105) $ (41,258)
Stock-based employee compensation
determined under fair-value
method for all awards, net of tax (44) (119)
------------------ ----------------
Pro forma $ (39,149) $ (41,377)
================== ================
Basic and diluted net loss
per common share
As reported $ (1.23) $ (1.30)
Pro forma (1.23) (1.30)
-------------------------------------------------------------------------
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 weeks ended October 27, 2002 or the 13 weeks ended October 26, 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 adopted SFAS No. 150
effective July 28, 2003. As a result of adopting SFAS No. 150, approximately
$298.7 million of mezzanine-level securities were reclassified to liabilities in
the consolidated balance sheet in the first quarter of Fiscal 2004. This
represents the carrying value of all classes of mandatorily redeemable preferred
stock. In addition, approximately $43.1 million of accretion of discount and
dividends on the preferred stock in Fiscal 2004 will be included in interest
expense, whereas previously it was reported as accretion of discount and
dividends on mandatorily redeemable preferred stock. For the 13 weeks ended
October 26, 2003, $10.2 million of accretion of discount and dividends on the
preferred stock was included in interest expense. For the 13 weeks ended October
27, 2002, approximately $8.9 million of accretion of discount and dividends on
the preferred stock was included in accretion of discount and dividends on
mandatorily redeemable preferred stock.
Reclassifications
Certain amounts in the prior period's financial statements and related
notes have been reclassified to conform to the current period presentation.
3. Net Income (Loss) per Common Share
Net income (loss) per common share for the 13 weeks ended October 27,
2002 and October 26, 2003, respectively, was determined based on the following
data (in thousands):
- --------------------------------------------------------------------------------
13 weeks ended 13 weeks ended
October 27, 2002 October 26, 2003
- --------------------------------------------------------------------------------
Loss
Income (loss) from continuing operations before
accretion of discount and dividends on
mandatorily redeemable preferred stock $ (30,174) $ (41,258)
Accretion of discount and dividends on
mandatorily redeemable preferred stock (8,931) -
---------------- ---------------
Income (loss) from continuing operations $ (39,105) $ (41,258)
================ ===============
Shares
Weighted average common shares outstanding
- basic and diluted 31,724 31,738
================ ===============
- --------------------------------------------------------------------------------
10
American Skiing Company and Subsidiaries
As of October 27, 2002 and October 26, 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 October 27, 2002 and October 26, 2003, the Company had 36,626
shares of its mandatorily redeemable convertible 10 1/2% preferred stock (Series
A Preferred Stock) and 40,000 shares of its mandatorily redeemable convertible
participating 12% 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 October 27, 2002 and October 26, 2003,
these convertible preferred shares would convert into approximately 40,295,000
and 45,285,000 shares of common stock, respectively. For the 13 weeks ended
October 27, 2002 and October 26, 2003, the common 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. The
Company also had 3,891,179 and 3,821,187 of options outstanding to purchase
shares of its common stock under its stock option plan as of October 27, 2002
and October 26, 2003, respectively. These stock options are excluded from the
dilutive share calculation as the impact of their inclusion would be
anti-dilutive.
4. Segment Information
In accordance with SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information" (SFAS No. 131), 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. Revenues and operating losses for the two
business segments, excluding discontinued operations, are as follows (in
thousands):
-----------------------------------------------------------------------------
13 weeks ended 13 weeks ended
October 27, 2002 October 26, 2003
-----------------------------------------------------------------------------
Revenues:
Resort $ 16,911 $ 16,128
Real estate 3,714 2,345
--------------- ----------------
Total $ 20,625 $ 18,473
=============== ================
Income (loss) from continuing operations:
Resort $ (24,858) $ (35,872)
Real estate (5,316) (5,386)
--------------- ----------------
Total $ (30,174) $ (41,258)
=============== ================
-----------------------------------------------------------------------------
5. 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 term facility (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 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 Real Estate Term 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 Real
11
American Skiing Company and Subsidiaries
Estate Term Facility remains in default pending completion of these
negotiations. As of October 26, 2003, the principal balance outstanding,
including accrued and unpaid interest, under the Real Estate Term Facility was
$82.9 million, which is presented as a current liability in the accompanying
condensed consolidated balance sheet.
There is no assurance that negotiations will be successfully completed
or that the terms under which the payment defaults pending under the Real Estate
Term Facility will be resolved. 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 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 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 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 $1.5 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 October 26, 2003, the carrying value
of the total assets that collateralized the Real Estate Term Facility was
approximately $115.4 million. This collateral includes $79.0 million of Grand
Summit assets pledged under the Company's $41.0 million real estate construction
loan facilities.
Grand Summit
The Company conducts substantially all of its real estate development
through subsidiaries, each of which is a wholly owned subsidiary of Resort
Properties. Grand Summit owns the existing Grand Summit Hotel projects, which
are primarily financed through a $110 million construction loan facility (Senior
Construction Loan) among Grand Summit and various lenders, including Textron
Financial Corporation (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. The Company used this
facility solely for the purpose of funding the completion of the Steamboat Grand
Hotel. The Senior Construction Loan and the Subordinated Construction Loan are
referred to collectively as the "Construction Loan Facility".
The Senior Construction Loan principal is payable incrementally as
quarter and eighth share unit sales are closed based on a predetermined per unit
amount, which approximates between 70% and 80% of the net proceeds of each
closing. Mortgages against the commercial core units and unsold inventory at the
Grand Summit Hotels at The Canyons and Steamboat, a promissory note from the
Steamboat Homeowners Association secured by the Steamboat Grand Summit Hotel
parking garage, and the commercial core unit at Attitash Bear Peak collateralize
the Senior Construction Loan. The Senior Construction Loan is subject to
covenants, representations and warranties customary for this type of
construction facility. The Senior Construction Loan is non-recourse to the
Company and its resort operating subsidiaries (although it is collateralized by
substantial assets of Grand Summit, having a total book value of $79.0 million
as of October 26, 2003, which in turn comprise substantial assets of the
Company's business). The maturity date for funds advanced under the Senior
Construction Loan is May 31, 2004. The principal balance outstanding under the
Senior Construction Loan was approximately $31.0 million as of October 26, 2003
and had an interest rate on funds advanced of prime plus 3.5%, with a floor of
9.0% (9.0% as of October 26, 2003). The maturity date for funds advanced under
the Subordinated Construction Loan is September 30, 2004 and the interest rate
on funds advanced is 20%.
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 quarter and eighth
share units and commercial units occurring subsequent to repayment. Grand Summit
and the lenders 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. Finally, under the Senior Construction Loan, the
following maximum principal balances must be outstanding as of the following
dates:
December 31, 2003 $10,000,000
March 31, 2004 $ 5,000,000
May 31, 2004 $ -
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American Skiing Company and Subsidiaries
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.
The Senior Construction Loan was in default as of June 29, 2003 due to
the failure by Grand Summit to reduce the principal balance outstanding to a
maximum of $30.0 million as required under the terms of the agreement. In
addition, the Senior Construction Loan further required that the loan be reduced
to a maximum of $25.0 million by June 30, 2003 and to $20.0 million by September
30, 2003. As a result, the Subordinated Construction Loan also was in default.
Although the Company has been advised by the lenders under the Construction Loan
Facility that they intend to waive payment default and amend certain terms of
the Senior Construction Loan in a manner favorable to Grand Summit, the parties
have not entered into a definitive written agreement documenting the waiver and
amendments. Therefore, there can be no assurance that the lenders will enter
into definitive waivers or amendments or that the lenders will not accelerate
the remaining balance due thereunder or exercise any of their other rights as a
result of the payment default.
American Skiing Company
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 $91.5 million
senior secured loan facility (the Resort Senior Credit Facility) including a
revolving credit facility (Revolving Credit Facility), tranche A term loan
(Tranche A Term Loan), supplemental term loan (Supplemental Term Loan), and
tranche B term loan (Tranche B Term Loan). The Resort Senior Credit Facility
replaced the Company's prior resort senior credit facility and is secured by
substantially all the assets of the Company (except for the stock of its real
estate subsidiary) and the assets of its resort operating subsidiaries. Resort
Properties and its subsidiaries are not guarantors of the Resort Senior Credit
Facility nor are their assets pledged as collateral under the Resort Senior
Credit Facility. The 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. The amount of availability under the
Revolving Credit Facility will be correspondingly reduced by the
amount of each L/C issued.
o Tranche A Term Loan - $25.0 million borrowed on the funding date of
February 18, 2003.
o Supplemental Term Loan - $6.5 million borrowed on the funding date of
February 18, 2003.
o Tranche B Term Loan - $20.0 million borrowed on the funding date of
February 18, 2003.
The Revolving Credit Facility, Tranche A Term Loan and Supplemental Term
Loan portions of the Resort Senior Credit Facility mature on April 15, 2006 and
bear interest at JPMorgan Chase Bank's prime rate plus 3.25% payable monthly
(7.25% as of October 26, 2003). The Supplemental Term Loan requires 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 monthly with an interest rate floor of 12.25% (12.25% as of
October 26, 2003). The 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, requires the Company to have a zero
balance on the Revolving Credit Facility on April 1 of each year prior to
maturity 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. The 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 related to the
Resort Senior Credit Facility through October 26, 2003.
The prior resort senior credit facility was repaid in full on February
18, 2003. As of October 26, 2003, the Company had $31.5 million, $25.0 million,
$6.2 million and $20.0 million of principal outstanding under the Revolving
Credit Facility, Tranche A Term Loan, Supplemental Term Loan and Tranche B Term
Loan portions of the Resort Senior Credit Facility, respectively. Furthermore,
as of October 26, 2003, the Company had $7.2 million available for future
borrowings under the Revolving Credit Facility. As of October 26, 2003, the
Company had $1.3 million of L/C's issued under the Resort Senior Credit
Facility.
13
American Skiing Company and Subsidiaries
6. Dividend Restrictions
Borrowers under the Company's Resort Senior Credit Facility, which
include ASC, are restricted from paying cash dividends on any of their preferred
or common stock other than payments to other Borrowers or restricted
subsidiaries.
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.
7. 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 cash payment on awards granted under the LTIP, upon a Valuation
Event, as defined, or in certain cases to the extent vested upon termination of
employment. The amount of any awards are based ultimately on the Equity Value,
as defined, obtained through a Valuation Event and generally vest over a four or
five-year term as determined by the Compensation Committee. 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 weeks ended October 26,
2003, the Company recorded a charge of approximately $0.1 million, which is
included in marketing, general and administrative expenses in the accompanying
condensed consolidated statements of operations. The total liability for the
LTIP of $0.6 million is included in other long-term liabilities in the October
26, 2003 condensed consolidated balance sheet.
8. Commitments and Contingencies
On January 3, 2003, American Skiing Company received arbitration
demands from two former executive employees, Hernan Martinez and Peter Tomai.
Messrs. Martinez and Tomai each alleged that they resigned from their employment
with the Company for "good reason" under the terms of their executive employment
agreements with the Company, and that accordingly they are entitled to severance
payments equal to one year's salary ($300,000 and $225,000, respectively) and
certain other severance benefits, including the maintenance of health insurance
for six months following the termination of their employment. The Company
contested the existence of "good reason" for their termination of their
employment and disputed its liability for the severance payments and other
benefits. Arbitrations were conducted in each of these matters in late June and
early July 2003. In September 2003, the Company received notice of judgment in
its favor with regards to each of these matters. These arbitration awards are
final and non-appealable.
14
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); the payment defaults
under our Real Estate Term Facility and the Construction Loan Facility and their
respective effects on the results and operations of our real estate segment; any
redemption of or legal requirement to redeem our Series A Preferred Stock;
failure to maintain improvements to resort operating performance at the covenant
levels required by our Resort Senior Credit Facility; the possibility of
domestic terrorist activities and their respective 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; 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 Securities and Exchange Commission. 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 weeks ended October 26, 2003. As you read the
material below, we urge you to carefully consider our Fiscal 2003 Annual Report
on Form 10-K filed on October 27, 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.
The Senior Construction Loan of Grand Summit was also in payment
default as of June 29, 2003 due to the failure by Grand Summit to reduce the
principal balance outstanding to a maximum of $30.0 million as required under
the terms of the agreement. In addition, the Senior Construction Loan further
required that the loan be reduced to a maximum of $25.0 million by June 30, 2003
and to $20 million by September 30, 2003. As a result, Grand Summit was also in
default under its $10.0 million Subordinated Construction Loan with Textron and
various lenders. Although we have been advised by the lenders under the
Construction Loan Facility that they intend to waive payment default and amend
certain terms of the Senior Construction Loan in a manner favorable to Grand
Summit, the parties have not entered into a definitive written agreement
documenting the waiver and amendments. Therefore, there can be no assurance that
the lenders will enter into definitive waivers or amendments or that the lenders
will not accelerate the remaining balance due thereunder or exercise any of
their other rights as a result of the payment default. 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.
15
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 2004 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 Resort Senior Credit Facility) on February 14, 2003 and used
our initial borrowings to refinance the prior 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 Resort Senior Credit Facility. The
total debt outstanding on our Resort Senior Credit Facility as of October 26,
2003 was approximately $82.7 million. The prior resort senior credit facility
was repaid in full on February 18, 2003.
Real estate development and real estate working capital is funded
primarily through unit inventory sales, short-term rental of remaining unit
inventory, as well as lease payments from long-term commercial tenants.
Historically, the Construction Loan Facility funded such working capital. 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 October 26, 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 $79.0
million. The total debt outstanding on the Construction Loan Facility as of
October 26, 2003 was approximately $41.0 million. See "Real Estate Liquidity -
Real Estate Term Facility" below.
Resort Liquidity
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 a new $91.5
million senior secured loan facility (Resort Senior Credit Facility). The Resort
Senior Credit Facility replaced our prior resort senior credit facility and is
secured by substantially all of our holding company assets, excluding the stock
of Resort Properties and other real estate subsidiaries, and the assets of our
resort operating subsidiaries. Resort Properties and its subsidiaries are not
guarantors of the Resort Senior Credit Facility nor are their assets pledged as
collateral under the Resort Senior Credit Facility. The prior resort senior
credit facility was repaid in full on February 18, 2003.
The 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. As of October 26, 2003, we had
approximately $31.5 million borrowed on this facility and
approximately $1.3 million of outstanding L/Cs.
o Tranche A Term Loan - $25.0 million borrowed as of October 26, 2003,
$0 availability;
o Supplemental Term Loan - $6.2 million borrowed as of October 26, 2003,
$0 availability; and
o Tranche B Term Loan - $20.0 million borrowed as of October 26, 2003,
$0 availability.
The Revolving Credit Facility, Tranche A Term Loan, and Supplemental
Term Loan portions of the Resort Senior Credit Facility mature on April 15, 2006
and bear interest at JPMorgan Chase Bank's prime rate plus 3.25%, payable
monthly (7.25% as of October 26, 2003). The Supplemental Term Loan requires
principal payments of approximately $1.0 million on January 15 and July 15 of
each year, with 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 monthly (12.25% as of October 26,
2003) with an interest rate floor of 12.25%. The 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 our capital expenditures, requires the Company to
have a zero balance on the Revolving Credit Facility on April 1 of each year
prior to maturity, 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. The financial covenants of the Resort Senior Credit
Facility also restrict our ability to pay cash dividends on or redeem our common
and preferred stock.
16
American Skiing Company and Subsidiaries
As of November 30, 2003, we had $34.1 million, $25.0 million, $6.2
million and $20.0 million of principal outstanding under the Revolving Credit
Facility, Tranche A Term Loan, Supplemental Term Loan and Tranche B Term Loan
portions of the Resort Senior Credit Facility, respectively. Furthermore, as of
November 30, 2003 we had approximately $0.3 million in outstanding L/Cs with
approximately $5.6 million available for future borrowings under the Revolving
Credit Facility. We currently anticipate that the remaining borrowing capacity
under the Resort Senior Credit Facility will be sufficient to meet our working
capital needs through the end of Fiscal 2004.
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 Resort Senior Credit Facility.
Furthermore, our Resort Senior Credit Facility and the indenture governing our
Senior Subordinated Notes 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.
Real Estate Liquidity
To fund working capital and fund its real estate development plan,
Resort Properties relies primarily on unit inventory sales, short-term rental of
remaining unit inventory, as well as lease payments from long-term commercial
tenants. Resort Properties historically relied on the net proceeds from the sale
of real estate developed for sale, the 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 with a current maximum principal
amount of $17.0 million 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% (10.0% as of
October 26, 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 $25.0 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 $12.0 million, bears interest at an effective rate of 29% per annum
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.
17
American Skiing Company and Subsidiaries
On March 30, 2002, our real estate 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 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 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.
There is no assurance that negotiations will be successfully completed
or the terms under which the payment defaults pending under the Real Estate Term
Facility will 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 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 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 we
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 $1.5 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 October 26, 2003, the carrying value of the
total assets that collateralized the Real Estate Term Facility was approximately
$115.0 million. This collateral includes $79.0 million of Grand Summit assets
pledged under our Construction Loan Facility.
As of October 26, 2003, the principal balances outstanding, including
accrued and unpaid interest, under Tranches A, B and C of the Real Estate Term
Facility were $19.9 million, $39.9 million, and $23.0 million, respectively.
As of November 30, 2003, the principal balances outstanding, including
accrued and unpaid interest, under Tranches A, B and C of the Real Estate Term
Facility were $20.1 million, $40.6 million, and $23.5 million, respectively.
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 $110 million Senior Construction Loan. Due to construction delays
and cost increases at the Steamboat Grand Hotel project, on July 25, 2000, Grand
Summit entered into the $10 million Subordinated Construction Loan. Together
they comprise the Construction Loan Facility. We used the Construction Loan
Facility solely for the purpose of funding the completion of the Steamboat Grand
Hotel. The Construction Loan Facility is without recourse to us and our 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, our primary hotel development subsidiary.
The Senior Construction Loan of Grand Summit was also in payment
default as of June 29, 2003 due to the failure by Grand Summit to reduce the
principal balance outstanding to a maximum of $30.0 million as required under
the terms of the agreement. In addition, the Senior Construction Loan further
required that the loan be reduced to a maximum of $25.0 million by June 30, 2003
and to $20.0 million by September 30, 2003. As a result, the Subordinated
Construction Loan also was in default. Although we have been advised by the
lenders under the Construction Loan Facility that they intend to waive payment
default and amend certain terms of the Senior Construction Loan in a manner
favorable to Grand Summit, the parties have not entered into a definitive
written agreement documenting the waiver and amendments. Therefore, there can be
no assurance that the lenders will enter into definitive waivers or amendments
or that the lenders will not accelerate the remaining balance due thereunder or
exercise any of their other rights as a result of the payment default.
18
American Skiing Company and Subsidiaries
As of October 26, 2003, the amount outstanding under the Senior
Construction Loan was $31.0 million and there were no borrowings available under
this facility. The principal is payable incrementally as quarter and eighth
share unit sales are closed based on a predetermined per unit amount, which
approximates between 70% and 80% of the net proceeds of each closing. Mortgages
against the commercial core units and unsold unit inventory at the Grand Summit
Hotels at The Canyons and Steamboat, a promissory note from the Steamboat
Homeowners Association secured by the Steamboat Grand Summit hotel parking
garage, and the commercial core unit at Attitash Bear Park 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 us and our resort operating subsidiaries
(although it is collateralized by substantial assets of Grand Summit, having a
total book value of $79.0 million as of October 26, 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
principal balance outstanding under the Steamboat portion of the Senior
Construction Loan was approximately $10.0 million as of October 26, 2003 and had
an interest rate on funds advanced of prime plus 3.5%, with a floor of 9.0%
(9.0% as of October 26, 2003). The Canyons portion of the Senior Construction
Loan was repaid during March 2003.
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. The principal balance
outstanding under the Subordinated Construction Loan was approximately $10.0
million as of October 26, 2003 and there were no borrowings available under this
facility. The Subordinated Construction Loan is secured by the same collateral
which secures the Senior Construction Loan.
As of November 30, 2003, the amount outstanding under the Senior
Construction Loan was $30.9 million and there were no borrowings available under
this facility. As of November 30, 2003, the amount outstanding under the
Subordinated Construction Loan was $10.0 million and there were no borrowings
available under this facility.
The Senior Construction Loan, as amended, must have the following
maximum outstanding principal balances as of the following dates:
December 31, 2003 $10,000,000
March 31, 2004 $ 5,000,000
May 31, 2004 $ -
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.
On October 8, 2003, Resort Properties entered into a purchase and sale
agreement with Resort Ventures, LLC, an unaffiliated third party, for the sale
of three developmental real estate parcels at Steamboat owned by Resort
Properties to Resort Ventures for an aggregate sale price of $8.9 million. The
sale is presently scheduled to close on or prior to December 15, 2003. The
closing of the sale of these three parcels is subject to a number of customary
contingencies, including lender consents and buyer's due diligence.
Substantially all of the net proceeds of the sale are expected to be used by
Resort Properties to reduce the outstanding balance under the Real Estate Term
Facility.
Series A Preferred Stock Redemption
We have 36,626 shares of Series A Preferred Stock outstanding, with an
accreted value of approximately $68.4 million as of October 26, 2003. The Series
A Preferred Stock was redeemable on November 12, 2002 at an aggregate redemption
price of approximately $62 million, to the extent that we had funds legally
available for that 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 our Series A Preferred Stock until we have done so in
full. Prior to the November 12, 2002 redemption date, based on all relevant
factors, our Board of Directors determined not to redeem any shares of stock on
the 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
and on April 8, 2003, the Series A Preferred Stockholders demanded pursuant to
19
American Skiing Company and Subsidiaries
Delaware law to review certain of our records. We will continue to assess our
obligations with respect to the requirements of the redemption provisions of our
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 new 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, to seek to compel our
redemption of the Series A Preferred Stock. 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 on present facts and circumstances, we would
vigorously contest that 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.
We are not permitted to redeem our Series A Preferred Stock under the
terms of our Resort Senior Credit Facility and the terms of the indenture
governing our 12% senior subordinated notes (the Senior Subordinated Notes). If
any redemption occurs or the holders of our Series A Preferred Stock obtain and
seek to enforce a final judgment against us that is not paid, discharged or
stayed, this could result in an event of default under those debt instruments,
and the lenders and holders of that debt could declare all amounts outstanding
to be due and payable immediately. If we are required to redeem all or any
portion of our Series A Preferred Stock, either as a result of a court judgment
or otherwise, we would have to consider seeking an amendment or waiver of the
terms of the Resort Senior Credit Facility and the indenture governing the
Senior Subordinated Notes, selling material assets or operations, refinancing
our indebtedness and our Series A Preferred Stock, seeking to raise additional
debt or equity capital, delaying capital expenditures and other investments in
our business and/or restructuring our indebtedness and preferred stock. No
assurance can be given that we would be successful in taking any of these steps
or that we would have the necessary liquidity or assets to effect any redemption
of our Series A Preferred Stock and any indebtedness required to be repaid. As a
result, any redemption of, or legal requirement to redeem, our Series A
Preferred Stock could have a material adverse effect on us.
Long-Term
Our primary long-term liquidity needs are to fund skiing-related
capital improvements at certain of our resorts. For Fiscal 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 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 Resort Senior
Credit Facility. The Resort Senior Credit Facility places a maximum level of
non-real estate capital expenditures for Fiscal 2004 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 Fiscal 2004.
20
American Skiing Company and Subsidiaries
Results of Operations
For the 13 weeks ended October 27, 2002 compared to
the 13 weeks ended October 26, 2003
Resort Operations:
The components of resort operations for the 13 weeks ended October 27,
2002 and October 26, 2003 are as follows (in thousands):
- --------------------------------------------------------------------------------
13 Weeks ended
------------------------------- ------------
10/27/02 10/26/03 Variance
--------------- --------------- ------------
Total resort revenues $ 16,911 $ 16,128 $ (783)
--------------- --------------- ------------
Cost of resort operations 22,500 22,525 25
Marketing, general and administrative 10,033 10,280 247
Restructuring charges - 137 137
Depreciation and amortization 2,024 1,870 (154)
Interest expense 7,212 17,188 9,976
--------------- --------------- ------------
Total resort expenses 41,769 52,000 10,231
--------------- --------------- ------------
Loss from resort operations $ (24,858) $ (35,872) $(11,014)
=============== =============== ============
- --------------------------------------------------------------------------------
Resort revenues were approximately $0.8 million, or 4.6%, lower in the
13 weeks ended October 26, 2003 when compared to the 13 weeks ended October 27,
2002. This is a result of fewer summer visits due to inclement weather and the
soft economy. Resort operating expenses (including marketing, general and
administrative) for the 13 weeks ended October 26, 2003 were approximately $10.2
higher than the same period of Fiscal 2003, primarily as a result of the
following:
(i) $10.0 million increase in interest expense due primarily to $10.2
million of accretion of discount and dividends on mandatorily
redeemable preferred stock for the 13 weeks ended October 26, 2003
that is now classified as interest expense due to the adoption of SFAS
No. 150, whereas these amounts were classified as accretion of
discount and dividends on mandatorily redeemable preferred stock for
the 13 weeks ended October 27, 2002;
(ii) $0.2 million increase in marketing, general and administrative costs
including a $0.1 million charge related to our Phantom Equity Plan
(LTIP);
(iii) $0.1 million increase in restructuring charges; and
(iv) $0.2 million decrease in depreciation.
Recent Trends: Through November 30, 2003, our season pass sales for the
2003-04 ski season are approximately $4.6 million, or 27.4%, greater than at the
same time last year. The increase has been driven primarily by the successful
introduction of a combined Attitash Bear Peak/Sunday River season pass. As a
result, season pass sales in the East were 38.6% higher than at the same time
last year, with every resort posting double-digit increases. Season pass
revenues at western resorts were 5.2% higher year-to-date, as of November 30,
2003. Our hotel booking pace for the ski season is approximately $2.1 million
behind the pace of our bookings at the same time last year. The conference
business is soft at the Western resorts, our destination resorts, resulting from
the soft economy affecting corporate spending. However, we believe the decreased
hotel booking pace is reflective of a general trend in the leisure industry
toward late to last-minute customer booking patterns.
21
American Skiing Company and Subsidiaries
Real Estate Operations:
The components of real estate operations are as follows:
- --------------------------------------------------------------------------------
13 weeks ended
-------------------------------- ------------
10/27/02 10/26/03 Variance
--------------- ------------------------------
Total real estate revenues $ 3,714 $ 2,345 $ (1,369)
--------------- ---------------- ------------
Cost of real estate operations 3,576 1,658 (1,918)
Depreciation and amortization 392 433 41
Interest expense 5,062 5,640 578
--------------- ---------------- ------------
Total real estate expenses 9,030 7,731 (1,299)
--------------- ---------------- ------------
Loss from real estate
operations $ (5,316) $ (5,386) $ (70)
=============== ================ ============
- --------------------------------------------------------------------------------
Real estate revenues decreased by $1.4 million in the 13 weeks ended
October 26, 2003 when compared to the same period in Fiscal 2003, from $3.7
million to $2.3 million. This was primarily due to the decrease in revenues
recognized on the closings of quartershare units at The Canyons due to the
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
$5.3 million in the 13 weeks ended October 27, 2002 to $5.4 million in the 13
weeks ended October 26, 2003. This was a result primarily of the following:
(i) $1.4 million decrease in revenues recognized as discussed above,
(ii) $1.9 million decrease in cost of real estate operations resulting from
decreased sales activity, and
(iii)$0.6 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 continue to decrease. We believe that this is
primarily related to the continuing disruptions related to our real estate
restructuring efforts, as well as weak economic conditions. We have recently
announced that Grand Summit will sell most or all of its remaining quartershare
unit inventory at The Canyons at an auction in February 2004.
Benefit from income taxes. The benefit from income taxes was $0 in both
the 13 weeks ended October 27, 2002 and the 13 weeks ended October 26, 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 for the 13 weeks
ended October 27, 2002 were $8.9 million. For the 13 weeks ended October 26,
2003, accretion of discount and dividends on mandatorily redeemable preferred
stock of $10.2 million is not recorded as accretion of discount and dividends on
mandatorily redeemable preferred stock but has been included in interest expense
due to the adoption of SFAS No. 150. This increase of the accretion is primarily
attributable to the compounding effect of accruing dividends on the value of the
preferred shares.
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 adopted SFAS No. 150
effective July 28, 2003. As a result of adopting SFAS No. 150, approximately
$298.7 million of mezzanine-level securities were reclassified to liabilities in
the consolidated balance sheet in the first quarter of Fiscal 2004. This
represents the carrying value of all of the classes of preferred stock. In
addition, approximately $43.1 million of accretion of discount and dividends on
22
American Skiing Company and Subsidiaries
the preferred stock in Fiscal 2004 will be included in interest expense, whereas
previously it was reported as accretion of discount and dividends on mandatorily
redeemable preferred stock. For the 13 weeks ended October 26, 2003, $10.2
million of accretion of discount and dividends on the preferred stock was
included in interest expense. For the 13 weeks ended October 27, 2002,
approximately $8.9 million of accretion of discount and dividends on the
preferred stock was included in accretion of discount and dividends on
mandatorily redeemable preferred stock.
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 27, 2003, as filed with the Securities and Exchange Commission on
October 27, 2003.
Item 4
Controls and Procedures
(a) Evaluation of disclosure controls and procedures. Our Chief Executive
Officer and our Chief Financial Officer carried out an evaluation of
the effectiveness of our "disclosure controls and procedures" (as
defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and
15d-15(e)). Based on that evaluation, these officers have concluded
that as of the end of the period covered by this report, our disclosure
controls and procedures were effective to ensure that information
required to be disclosed by the Company in the reports that it files or
submits under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in
the Securities and Exchange Commission's rules and forms.
(b) Changes in internal controls. No change occurred in the Company's
internal controls over financial reporting during the quarter ended
October 26, 2003 that has materially affected, or is reasonably likely
to materially affect, the Company's internal controls over financial
reporting.
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 will be 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 is only reasonable assurance that our controls will succeed in achieving
their stated goals under all potential future conditions.
Part II - Other Information
Item 1
Legal Proceedings
On January 3, 2003, the Company received arbitration demands from two
former executive employees, Hernan Martinez and Peter Tomai. Messrs. Martinez
and Tomai each alleged that they resigned from their employment with us for
"good reason" under the terms of their executive employment agreements with us,
and that accordingly they are entitled to severance payments equal to one year's
salary ($300,000 and $225,000, respectively) and certain other severance
benefits, including the maintenance of health insurance for six months following
the termination of their employment. We contested the existence of "good reason"
for their termination of their employment and disputed our liability for the
severance payments and other benefits. Arbitrations were conducted in each of
these matters in late June and early July 2003. In September 2003, we received
notice of judgment in our favor with regards to each of these matters. These
arbitration awards are final and non-appealable.
Item 2
Changes in Securities and Use of Proceeds
None.
23
American Skiing Company and Subsidiaries
Item 3
Defaults upon 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
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.
The Senior Construction Loan of Grand Summit was also in payment
default as of June 29, 2003 due to the failure by Grand Summit to reduce the
principal balance outstanding to a maximum of $30.0 million as required under
the terms of the agreement. In addition, the Senior Construction Loan further
required that the loan be reduced to a maximum of $25.0 million by June 30, 2003
and to $20.0 million by September 30, 2003. As a result, the Subordinated
Construction Loan also was in default. We have been advised by the lenders under
the Construction Loan Facility that they intend to waive payment default and
amend certain terms of the Senior Construction Loan in a manner favorable to
Grand Summit, but those waivers have not yet been reduced to written agreement
and there can be no assurance that they will be so reduced or that the lenders
will not accelerate the remaining balance due thereunder or exercise any of
their other rights as a result of the payment default.
Item 4
Submission of Matters to a Vote of Security Holders
On August 26, 2003, the Company held its 2002 Annual Meeting of its
shareholders to approve:
o The election of the Company's Board of Directors; and
o The ratification of KPMG as the Company's independent auditors for the
2003 fiscal year.
The Company did solicit proxies with respect to the Annual Meeting, and
the Board of Directors listed in the Company's proxy statement with respect to
the Annual Meeting was re-elected in its entirety.
The results of the Annual Meeting were as follows:
Board Election:
Voting For Voting Against or Abstaining Broker Non-Votes
Withheld
William J. Fair 14,800,056(1) 389,024 0 0
David Hawkes 14,810,221(1) 378,859 0 0
Paul Wachter 14,696,421(1) 492,659 0 0
Leslie B. Otten 14,760,530(2) 0 0 0
---------------------- ----------------------- ------------------- -------------------------
Gordon Gillies 14,760,530(2) 0 0 0
Alexandra Hess 14,760,530(2) 0 0 0
Robert Branson 14,760,530(2) 0 0 0
Edward Dardani 150,000(3) 0 0 0
Steven Gruber 150,000(3) 0 0 0
Jay Crandall 150,000(3) 0 0 0
William Janes 150,000(3) 0 0 0
(1) Messrs. Fair, Hawkes and Wachter were elected by the holders of the
Company's Common Stock.
(2) Messrs. Otten, Gillies and Branson and Ms. Hess were elected by the holders
of the Company's Class A Common Stock.
(3) Messrs. Dardani, Gruber, Crandall and Janes were elected by the holders of
the Company's Series B Preferred Stock.
24
American Skiing Company and Subsidiaries
Ratification of KPMG:
Voting For Voting Against Abstaining Broker Non-Votes
--------------------- ----------------------- -------------------- ------------------------
Common Stock 14,994,260 137,600 57,220 0
Class A Common Stock 14,760,530 0 0 0
Series C-1 Preferred Stock 40,000(1) 0 0 0
---------------------- ----------------------- ------------------- -------------------------
10 1/2% Series A Preferred
Stock 0(2) 0 0 0
---------------------- ----------------------- ------------------- -------------------------
Total All Classes 69,493,190(1) (2) 137,600 57,220 0
(1) The Series C-1 Preferred Stock votes together with Common Stock on an
"as-if-converted" basis. The 40,000 shares of Series C-1 Preferred Stock,
together with accrued and unpaid dividends, had a voting right equal to
39,738,400 shares of Common Stock as of the date of the Stockholders
Meeting. The results set forth in the "Total All Classes" row is calculated
using this as-if-converted number.
(2) The 10 1/2% Series A Preferred Stock votes together with Common Stock on an
"as-if-converted" basis. The 36,626 shares of 10 1/2% Series A Preferred
Stock, together with accrued and unpaid dividends, had a voting right equal
to 3,869,170 shares of Common Stock as of the date of the Stockholders
Meeting. The results set forth in the "Total All Classes" row is calculated
using this as-if-converted number.
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
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
b) Reports on Form 8-K
None.
25
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: December 10, 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)
26