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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 May 1, 2005
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 June 5, 2005.
1
Table of Contents
Part I - Financial Information
Item 1. Financial Statements
Condensed Consolidated Statements of Operations and Changes in
Accumulated Deficit for the 13 weeks ended April 25, 2004 and
May 1, 2005 (unaudited).............................................3
Condensed Consolidated Statements of Operations and Changes in
Accumulated Deficit for the 39 weeks ended April 25, 2004 and the 40
weeks ended May 1, 2005 (unaudited).................................4
Condensed Consolidated Balance Sheets as of July 25, 2004 and
May 1, 2005 (unaudited).............................................5
Condensed Consolidated Statements of Cash Flows for the 39 weeks ended
April 25, 2004 and the 40 weeks ended May 1, 2005 (unaudited).......7
Notes to Condensed Consolidated Financial Statements (unaudited)......8
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
General..............................................................19
Liquidity and Capital Resources......................................20
Results of Operations................................................25
Item 3. Quantitative and Qualitative Disclosures About Market Risk...........28
Item 4. Controls and Procedures..............................................29
Part II - Other Information
Item 1. Legal Proceedings....................................................29
Item 3. Defaults Upon Senior Securities......................................30
Item 6. Exhibits............................................................30
2
Part I - Financial Information
Item 1 Financial Statements
Condensed Consolidated Statements of Operations and Changes in
Accumulated Deficit
(In thousands, except share and per share amounts)
13 weeks ended 13 weeks ended
April 25, 2004 May 1, 2005
(unaudited) (unaudited)
Net revenues:
Resort $ 128,099 $ 132,266
Real estate 17,571 2,928
-------------- --------------
Total net revenues 145,670 135,194
-------------- --------------
Operating expenses:
Resort 61,737 61,615
Real estate 11,696 2,461
Marketing, general and administrative 13,758 14,261
Depreciation and amortization 11,203 13,020
-------------- --------------
Total operating expenses 98,394 91,357
-------------- --------------
Income from operations 47,276 43,837
Interest expense and other, net 22,770 20,002
-------------- --------------
Net income $ 24,506 $ 23,835
============== ==============
Accumulated deficit, beginning of period $ (578,010) $ (603,429)
Net income 24,506 23,835
-------------- --------------
Accumulated deficit, end of period $ (553,504) $ (579,594)
============== ==============
Net income per common share -
basic and diluted $ 0.32 $ 0.29
Weighted average common shares
outstanding - basic and diluted 31,738,183 31,738,183
See accompanying notes to Condensed Consolidated Financial Statements.
3
Condensed Consolidated Statements of Operations and Changes in
Accumulated Deficit
(In thousands, except share and per share amounts)
39 weeks ended 40 weeks ended
April 25, 2004 May 1, 2005
(unaudited) (unaudited)
Net revenues:
Resort $ 237,131 $ 253,497
Real estate 29,972 7,317
------------- -------------
Total net revenues 267,103 260,814
------------- -------------
Operating expenses:
Resort 146,672 153,010
Real estate 21,892 5,724
Marketing, general and administrative 44,528 41,288
Restructuring and asset impairment 137 -
Depreciation and amortization 24,137 29,699
------------- -------------
Total operating expenses 237,366 229,721
------------- -------------
Income from operations 29,737 31,093
Interest expense and other, net 68,178 61,139
Write-off of deferred financing costs and
loss on extinguishment of senior
subordinated notes - 5,983
------------- -------------
Net loss $ (38,441) $ (36,029)
============= =============
Accumulated deficit, beginning of period $ (515,063) $ (543,565)
Net loss (38,441) (36,029)
------------- -------------
Accumulated deficit, end of period $ (553,504) $ (579,594)
============= =============
Net loss per common share -
basic and diluted $ (1.21) $ (1.14)
Weighted average common shares
outstanding - basic and diluted 31,738,183 31,738,183
See accompanying notes to Condensed Consolidated Financial Statements.
4
Condensed Consolidated Balance Sheets
(In thousands, except share and per share amounts)
July 25, 2004 May 1, 2005
(unaudited) (unaudited)
Assets
Current assets
Cash and cash equivalents $ 7,024 $ 12,346
Restricted cash 4,846 2,757
Accounts receivable, net 5,628 8,523
Inventory 3,628 3,401
Prepaid expenses 3,132 3,514
Other current assets 6,953 6,854
------------ ----------
Total current assets 31,211 37,395
Property and equipment, net 353,509 349,930
Real estate developed for sale 25,024 22,973
Intangible assets, net 6,365 6,321
Deferred financing costs, net 3,933 6,746
Other assets 10,758 9,394
------------ ----------
Total assets $ 430,800 $ 432,759
============ ==========
(continued on next page)
See accompanying notes to Condensed Consolidated Financial Statements.
5
Condensed Consolidated Balance Sheets (continued)
(In thousands, except share and per share amounts)
July 25, 2004 May 1, 2005
(unaudited) (unaudited)
Liabilities and Shareholders' Deficit
Current liabilities
Current portion of long-term debt $ 45,191 $ 14,931
Accounts payable and other current
liabilities 44,604 49,563
Deposits and deferred revenue 13,144 12,833
Mandatorily Redeemable Convertible
10 1/2% Series A Preferred Stock,
par value of $0.01 per share; 40,000
shares authorized; 36,626 and 0 shares,
respectively, issued and outstanding,
including cumulative dividends
(redemption value of $73,947 and $0,
respectively) 73,947 -
------------ ----------
Total current liabilities 176,886 77,327
Long-term debt, net of current portion 74,384 217,134
Subordinated notes and debentures, net of
current portion and discount 142,260 102,331
Other long-term liabilities 10,361 13,787
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 $56,376
and $61,726 respectively) 55,880 61,321
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 $213,826 and $239,384, respectively) 211,991 237,850
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 671,762 709,750
------------ ----------
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 302,285 302,285
Accumulated deficit (543,565) (579,594)
------------ ----------
Total shareholders' deficit (240,962) (276,991)
------------ -----------
Total liabilities and shareholders'
deficit $ 430,800 $ 432,759
============ ==========
See accompanying notes to Condensed Consolidated Financial Statements.
6
Condensed Consolidated Statements of Cash Flows
(In thousands)
39 weeks ended 40 weeks ended
April 25, 2004 May 1, 2005
(unaudited) (unaudited)
Cash flows from operating activities
Net loss $ (38,441) $ (36,029)
Adjustments to reconcile net loss to
net cash provided by operating
activities:
Depreciation and amortization 24,137 29,699
Amortization of deferred financing
costs, amortization of original issue
discount, and accretion of discount
and dividends on mandatorily
redeemable preferred stock 34,929 35,422
Non-cash interest on junior
subordinated notes 1,290 5,637
Non-cash compensation expense 291 456
Write-off of deferred financing costs
and extinguishment of senior
subordinated notes - 5,983
Gain from sale of assets (405) (772)
Decrease (increase) in assets:
Restricted cash 217 (55)
Accounts receivable, net (587) (2,895)
Inventory 127 227
Prepaid expenses (260) (382)
Real estate developed for sale 17,124 2,051
Other assets 345 1,103
Increase (decrease) in liabilities:
Accounts payable and other current
liabilities 21,527 4,959
Deposits and deferred revenue (3,661) (311)
Other long-term liabilities (260) (278)
------------- -------------
Net cash provided by
operating activities 56,373 44,815
------------- -------------
Cash flows from investing activities
Capital expenditures (7,462) (13,333)
Proceeds from sale of assets 741 1,041
------------- -------------
Net cash used in investing
activities (6,721) (12,292)
------------- -------------
Cash flows from financing activities
Proceeds from resort senior credit
facilities 36,108 261,934
Repayment of resort senior credit
facilities (63,757) (151,402)
Proceeds from long-term debt - 2,550
Repayment of long-term debt (3,287) (132,059)
Proceeds from real estate debt 5,901 -
Repayment of real estate debt (18,099) (3,060)
(Increase) decrease in restricted
cash (2,786) 2,144
Deferred financing costs - (7,308)
------------- -------------
Net cash used in financing
activities (45,920) (27,201)
------------- -------------
Net increase in cash and cash equivalents 3,732 5,322
Cash and cash equivalents, beginning of
period 6,596 7,024
------------- -------------
Cash and cash equivalents, end of period $ 10,328 $ 12,346
============= =============
Supplemental disclosure of cash flow
information:
Cash paid for interest $ 30,295 $ 16,637
Acquisition of equipment under capital
leases - 12,674
Conversion of Series A Preferred Stock to
New Junior Subordinated Notes - 76,673
Addition of interest to principal
outstanding of New Junior Subordinated
Notes - 910
See accompanying notes to Condensed Consolidated Financial Statements.
7
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
reports its results of operations in two business segments, resort operations
and real estate operations. The Company's fiscal year is a 52-week or 53-week
period ending on the last Sunday of July. Fiscal 2005 is a 53-week reporting
period and fiscal 2004 was a 52-week reporting period, with each quarter
consisting of 13 weeks, with the exception of the second quarter of fiscal 2005,
which consisted of 14 weeks. The accompanying unaudited condensed consolidated
financial statements have been prepared in accordance with U.S. generally
accepted accounting principles 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 U.S. generally
accepted accounting principles 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 as a consequence of the seasonal nature of the Company's business.
Due to the seasonality of the ski industry, the Company typically incurs
significant operating losses in its resort operating segment 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 25, 2004 (fiscal 2004) filed with the Securities and
Exchange Commission on November 9, 2004.
2. Significant Accounting Policies
The preparation of financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the 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, litigation
reserves, insurance reserves, 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, unless a bargain
purchase option exists at the end of the lease in which case the assets are
amortized over their estimated useful lives. Due to the seasonality of the
Company's business, the Company records a full year of depreciation relating to
its resort ski 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," 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 31 years, and assessed for impairment utilizing guidance provided by
SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets."
8
As of July 25, 2004 and May 1, 2005, net intangible assets consist of
the following (in thousands):
------------------------------------------------------------------
July 25, 2004 May 1, 2005
------------------------------------------------------------------
Definite-lived Intangible Assets:
Lease agreements $ 1,853 $ 1,853
Less accumulated amortization (346) (390)
---------------- --------------
1,507 1,463
Indefinite-lived Intangible Assets:
Trade names 170 170
Water rights 4,688 4,688
---------------- --------------
Intangible Assets, net $ 6,365 $ 6,321
================ ==============
------------------------------------------------------------------
Amortization expense related to intangible assets was $14,000 for both
the 13 weeks ended April 25, 2004 and May 1, 2005. For both the 39 weeks ended
April 25, 2004 and the 40 weeks ended May 1, 2005, amortization expense was
$44,000. Future amortization expense related to definite-lived intangible assets
is estimated to be $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, skier development, 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 occurs during the Company's second and third fiscal quarters. 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, initial and continuing investments are adequate
to demonstrate a commitment to pay for the property and no substantial
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.
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, members of the board of directors of the Company and its
subsidiaries, and other key persons (eligible for nonqualified stock options
only) as designated by the Compensation Committee. The Compensation Committee,
which is appointed by the Board of Directors, is responsible for the Plan's
administration. The Compensation Committee determines the term of each option,
option exercise price, number of shares for which each option is granted and the
rate at which each option is exercisable. Options granted under the Plan
generally expire ten years from the date of grant and vest either immediately or
over a five-year term. Incentive stock options may not have an exercise price
less than the fair market value of the common stock at the date of grant.
Nonqualified stock options may be granted at an exercise price as determined by
the Compensation Committee. As of May 1, 2005, options to purchase 3,821,187
shares were outstanding at a weighted average exercise price of $4.25 under the
Plan. No options have been granted, exercised, or forfeited since July 25, 2004.
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
9
(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 $5.3 million in tax bonus payments made through May
1, 2005 in connection with options exercised. The remaining $0.5 million tax
bonus liability is reflected in accounts payable and other current liabilities
in the accompanying consolidated balance sheet as of May 1, 2005. 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 and 39 weeks ended
April 25, 2004 and the 13 and 40 weeks ended May 1, 2005, the Company recognized
no stock compensation expense relating to these options, as all options were
fully vested prior to these periods.
The following table summarizes information about the stock options
outstanding under the Plan as of May 1, 2005:
- --------------------------------------------------------------------------------
Weighted
Average Weighted
Range of Remaining Weighted Average
Exercise Contractual Average Exercise
Prices Outstanding Life (in years) Exercise Price Exercisable Price
- --------------------------------------------------------------------------------
$0.72 25,000 6.2 $ 0.72 25,000 $ 0.72
1.75 - 2.50 1,420,337 4.9 2.11 1,385,003 2.11
3.00 - 4.00 1,449,250 4.8 3.17 1,430,750 3.18
7.00 - 8.75 735,750 3.5 7.19 733,050 7.19
14.19 - 18.00 190,850 2.5 17.55 190,850 17.55
------------ ----------
3,821,187 4.5 $ 4.25 3,764,653 $ 4.28
============ ==========
- --------------------------------------------------------------------------------
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 Financial Accounting Standards Board
(FASB) issued SFAS No. 148, "Accounting for Stock-Based Compensation -Transition
and Disclosure - an amendment of FAS 123." This statement amends SFAS No. 123,
"Accounting for Stock-Based Compensation," 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 Plan, consistent with the provisions of SFAS No.
148, the Company's net loss and loss per common share would have been changed to
the pro forma amounts indicated below (in thousands, except per share amounts):
-----------------------------------------------------------------------------------------------------
13 weeks ended 13 weeks ended 39 weeks ended 40 weeks ended
January 25, 2004 May 1, 2005 April 25, 2004 May 1, 2005
-----------------------------------------------------------------------------------------------------
Net income (loss) attributable to
common shareholders:
As reported $ 24,506 $ 23,835 $ (38,441) $ (36,029)
Amount allocated to
participating securities (14,208) (14,510) - -
Stock-based employee
compensation determined under
fair-value method for all
awards, net of tax (87) (33) (261) (101)
------------------ ---------------- --------------- ---------------
Pro forma $ 10,211 $ 9,292 $ (38,702) $ (36,130)
================== ================ =============== ===============
Basic and diluted net income
(loss) per common share:
As reported $ 0.32 0.29 (1.21) (1.14)
Pro forma 0.32 0.29 (1.22) (1.14)
-----------------------------------------------------------------------------------------------------
10
The fair value of each option grant is estimated on the date of grant
using the Black-Scholes option-pricing model. There were no options granted
during the 13 or 39 weeks ended April 25, 2004 or the 13 or 40 weeks ended May
1, 2005.
Accounting for Variable Interest Entities
In December 2003, the FASB issued a revision to FASB Interpretation
(FIN) No. 46R, "Consolidation of Variable Interest Entities". FIN No. 46R
clarifies the application of ARB No. 51, "Consolidated Financial Statements," to
certain entities in which equity investors do not have the characteristics of a
controlling financial interest or do not have sufficient equity risk for the
entity to finance its activities without additional subordinated financial
support. FIN No. 46R requires the consolidation of these entities, known as
variable interest entities, by the primary beneficiary of the entity. The
primary beneficiary is the entity, if any, that will absorb a majority of the
entities expected losses, receive a majority of the entity's expected residual
returns, or both.
The Company, through one of its subsidiaries, acquired a 49% interest
in SS Associates, LLC (SS Associates) in October 2004 by contributing its rights
to purchase the building to SS Associates and by making a refundable security
deposit of $0.4 million. In accordance with FIN No. 46R and APB No. 18, the
Company consolidates SS Associates as it meets the requirements of a variable
interest entity for which the Company is the primary beneficiary.
SS Associates purchased a building in October 2004 for $3.5 million
(including costs to close) through cash and long-term debt of $2.5 million. The
loan is secured by the building and has 59 monthly payments of $29,000 and a
final payment in October 2009 of $1.5 million and bears interest at 6.5% per
year. SS Associates is obligated on the loan and none of the Company's remaining
subsidiaries are obligated. SS Associates leases the building to the Company for
$0.5 million per year. The non-ASC owned interest in SS Associates of $0.5
million (owned in part by certain members of mid-level management at the
Company's Killington resort) is included in other long-term liabilities in the
accompanying condensed consolidated balance sheet as of May 1, 2005.
Recently Issued Accounting Standards
In December 2004, the FASB issued SFAS No. 123R "Share-Based Payment,"
amending SFAS No. 123, effective beginning the first quarter of the Company's
fiscal 2006. SFAS No. 123R will require the Company to expense stock options
based on grant date fair value in the consolidated financial statements.
Further, the adoption of SFAS No. 123R will require additional accounting
related to the income tax effects and additional disclosure regarding the cash
flow effects resulting from share-based payment arrangements. The effect of
expensing stock options on the results of operations using a Black-Scholes
option pricing model is presented above. The adoption of SFAS No. 123R will have
no effect on the Company's cash flows or financial position, but will have an
adverse effect on results of operations. The Company has not identified the
method that it will use to adopt SFAS No. 123R.
In December 2004, the FASB issued SFAS No. 152, "Accounting for Real
Estate Time-Sharing Transactions". The FASB issued this statement as a result of
the guidance provided in AICPA Statement of Position (SOP) 04-2, "Accounting for
Real Estate Time-Sharing Transactions." SOP 04-2 applies to all real estate
time-sharing transactions. Among other items, the SOP provides guidance on the
recording of credit losses and the treatment of selling costs, but does not
change the revenue guidance in SFAS No. 66, "Accounting for Sales of Real
Estate," for real estate time-sharing transactions. SFAS No. 152 amends SFAS No.
66 to reference the guidance provided in SOP 04-2. SFAS No. 152 also amends SFAS
No. 67, "Accounting for Costs and Initial Rental Operations of Real Estate
Projects," to state that SOP 04-2 provides the relevant guidance on accounting
for incidental operations and costs related to the sale or real estate
timesharing transactions. SFAS No. 152 is effective beginning the first quarter
of the Company's fiscal 2006. Management is currently evaluating the potential
effects of adopting SFAS No. 152.
In December 2004, the FASB issued SFAS No. 153, "Exchanges of
Nonmonetary Assets - an amendment of APB Opinion No. 29." This statement amends
APB Opinion No. 29 to eliminate the exception for nonmonetary exchanges of
similar productive assets and replaces it with a general exception for exchanges
of nonmonetary assets that do not have commercial substance. A nonmonetary
exchange has commercial substance if the future cash flows of the entity are
expected to change significantly as a result of the exchange. The provisions of
SFAS 153 are effective for the Company's fiscal year ending July 30, 2006. The
adoption of SFAS 153 is not expected to have a material impact on the Company's
condensed consolidated financial position, liquidity or results of operations.
11
Reclassifications
Certain amounts in the prior periods' financial statements and related
notes have been reclassified to conform to the current periods' presentation.
3. Net Income (Loss) per Common Share
Net income (loss) per common share for the 13 and 39 weeks ended April
25, 2004 and the 14 and 40 weeks ended May 1, 2005, respectively, was determined
based on the following data (in thousands):
---------------------------------------------------------------------------------------
13 weeks ended 13 weeks ended 39 weeks ended 40 weeks ended
April 25, 2004 May 1, 2005 April 25, 2004 May 1, 2005
---------------------------------------------------------------------------------------
Net income (loss) $ 24,506 $ 23,835 $ (38,441) $ (36,029)
Less amounts allocated
to participating securities (14,208) (14,510) - -
--------------- --------------- --------------- ---------------
Net income (loss) attributable
to common shareholders $ 10,298 $ 9,325 $ (38,441) $ (36,029)
=============== =============== =============== ===============
Shares
Weighted average common shares
outstanding - basic and diluted 31,738 31,738 31,738 31,738
=============== =============== =============== ===============
---------------------------------------------------------------------------------------
The Company has adopted Emerging Issues Task Force Issue No. 03-06,
"Participating Securities and the Two Class Method Under FAS No. 128, Earnings
Per Share." The mandatorily redeemable convertible participating 12% preferred
stock (Series C-1 Preferred Stock) is a participating security because it may
participate in dividends with common stock. Accordingly, net income is allocated
to each security based on the ratio of the number of shares if-converted to the
total number of shares. In periods when a net loss is incurred, the net loss is
not allocated to the Series C-1 Preferred Stock as it does not have a
contractual obligation to share in the losses of the Company and the impact of
inclusion would be anti-dilutive. As of April 25, 2004 and May 1, 2005, the
Company had 14,760,530 shares of its Class A common stock outstanding, which are
convertible into shares of the Company's common stock. The shares of the
Company's common stock issuable upon conversion of the shares of the Company's
Class A common stock have been included in the calculation of the weighted
average common shares outstanding. As of April 25, 2004, 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 Series C-1 Preferred Stock
outstanding, both of which were convertible into shares of the Company's common
stock. As of May 1, 2005, the Company had no shares of Series A Preferred Stock
outstanding as the shares were exchanged for junior subordinated notes (see Note
6) and 40,000 shares of its Series C-1 Preferred Stock outstanding which were
convertible into shares of the Company's common stock. If converted at their
liquidation preferences as of April 25, 2004 and May 1, 2005, these convertible
preferred shares would convert into 48,006,000 and 49,381,000 shares of common
stock, respectively. For the 13 and 39 weeks ended April 25, 2004 and the 13 and
40 weeks ended May 1, 2005, the common shares into which these preferred
securities are convertible have not been included in the diluted weighted
average common share calculation as the impact of their inclusion would be
anti-dilutive. The Company also had 3,821,187 options outstanding to purchase
shares of its common stock under the Plan as of April 25, 2004 and May 1, 2005,
respectively. These stock options are excluded from the diluted weighted average
common share calculation, as the impact of their inclusion would be
anti-dilutive.
12
4. Segment Information
In accordance with SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information,, the Company has classified its operations
into two business segments, resort operations and real estate operations.
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 are as follows (in thousands):
---------------------------------------------------------------------------------------
13 weeks ended 13 weeks ended 39 weeks ended 40 weeks ended
April 25, 2004 May 1, 2005 April 25, 2004 May 1, 2005
---------------------------------------------------------------------------------------
Revenues:
Resort $ 128,099 $ 132,266 $ 237,131 $ 253,497
Real estate 17,571 2,928 29,972 7,317
--------------- -------------- --------------- ---------------
Total $ 145,670 $ 135,194 $ 267,103 $ 260,814
=============== ============== =============== ===============
Income (loss)
from operations:
Resort $ 24,315 $ 24,489 $ (29,258) $ (34,059)
Real estate 191 (654) (9,183) (1,970)
--------------- -------------- --------------- ---------------
Total 24,506 23,835 (38,441) (36,029)
=============== ============== =============== ===============
---------------------------------------------------------------------------------------
Identifiable assets for the two business segments and a reconciliation
of the totals reported for the operating segments to the totals reported in the
condensed consolidated financial statements is as follows (in thousands):
- --------------------------------------------------------------------------------
July 25, 2004 May 1, 2005
- --------------------------------------------------------------------------------
Identifiable Assets:
Resort $ 340,965 $ 348,362
Real Estate 81,804 76,411
-------------- ----------------
Identifiable assets for segments $ 422,769 $ 424,773
Intangible and deferred income tax
assets not allocated to segments 8,031 7,986
-------------- ----------------
Total consolidated assets $ 430,800 $ 432,759
============== ================
- --------------------------------------------------------------------------------
5. Long-Term Debt
Resort Senior Credit Facility
The Company entered into agreements dated November 24, 2004 with Credit
Suisse First Boston (CSFB), GE Capital, and other lenders whereby the lenders
have provided a $230.0 million senior secured loan facility (Resort Senior
Credit Facility) consisting of a revolving credit facility and two term loan
facilities. The proceeds of the Resort Senior Credit Facility were used to
refinance the prior resort senior credit facility and redeem the Company's
$120.0 million senior subordinated notes (Senior Subordinated Notes) as well as
to pay fees and expenses related to the transaction. The Resort Senior Credit
Facility consists of the following:
13
o Revolving Facility - $40.0 million, including letter of credit
(L/C) availability of up to $6.0 million. The amount of
availability under this facility is correspondingly reduced by the
amount of each L/C issued.
o First Lien Term Loan - $85.0 million borrowed on the funding date
of November 24, 2004.
o Second Lien Term Loan - $105.0 million borrowed on the funding
date of November 24, 2004.
The Revolving Facility and First Lien Term Loan are provided under a
single credit agreement (collectively the "First Lien Credit Agreement"), mature
in November 2010 and bear interest, at the option of the Company, either at a
rate equal to the prime rate as publicly quoted in the Wall Street Journal plus
3.5% or at a rate equal to LIBOR (as defined) plus 4.5%, payable quarterly
(9.25% based on the prime rate for the Revolving Facility and 7.3% weighted
average based on the LIBOR rate for the First Lien Term Loan as of May 1, 2005).
The First Lien Term Loan requires 23 quarterly principal payments of $212,500
beginning on January 15, 2005 and a final payment of $80.1 million in November
2010. The Second Lien Term Loan is provided under a separate credit agreement
(the "Second Lien Credit Agreement"), matures in November 2011, bears interest
at a rate equal to the prime rate as publicly quoted in the Wall Street Journal
plus 7.0% or at a rate equal to LIBOR (as defined) plus 8.0%, payable quarterly
(10.8% as of May 1, 2005 based on the LIBOR rate), and principal is due upon
maturity. The Revolving Facility is comprised of two sub-facilities, each in the
amount of $20.0 million and each with separate fees for the unused portion of
the facilities (in the amounts of 1.0% and 4.5% per annum, respectively).
The Revolving Facility and the First Lien Term Loan obligations under
the First Lien Credit Agreement and the related guarantees are secured by a
first-priority security interest in substantially all of the Company's assets,
other than assets held by Grand Summit, and the Company's obligations under the
Second Lien Credit Agreement and its subsidiaries' obligations under the related
guarantees are secured by a second-priority security interest in the same
assets. Collateral matters between the lenders under the First Lien Credit
Agreement and the lenders under the Second Lien Credit Agreement are governed by
an intercreditor agreement.
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), limiting the Company's
capital expenditures, requiring the Company to maintain a minimum ratio of
appraised asset value to debt, and requiring the Company to have a zero balance
on the Revolving Credit Facility (excluding L/Cs) on April 1 of each year. The
Resort Senior Credit Facility also contains events of default customary for such
financings, including but not limited to nonpayment of amounts when due;
violation of covenants; cross default and cross acceleration with respect to
other material debt; change of control; dissolution; insolvency; bankruptcy
events; and material judgments. Some of these events of default allow for grace
periods or are qualified by materiality concepts. The Resort Senior Credit
Facility requires the Company to offer to prepay the loans with proceeds of
certain material asset sales and recovery events, certain proceeds of debt, 50%
of excess cash flow, and proceeds from the issuance of capital stock. The Resort
Senior Credit Facility also restricts the Company's ability to pay cash
dividends on or redeem its common and preferred stock. Pursuant to the
requirements of the Resort Senior Credit Facility, on May 23, 2005, the Company
entered into a interest rate swap agreement for 50% of the First Lien Term Loan
and the Second Lien Term Loan for a notional amount of $95.0 million. Under the
swap agreement, during the period of May 16, 2005 to November 15, 2005, the
Company pays 3.49% and receives the 6-month LIBOR rate. During the period from
November 16, 2005 to May 15, 2008, the Company pays 4.16% and receives the
3-month LIBOR rate. As a result of entering into this interest rate swap
agreement, the Company has fixed the cash-pay rate on the notional amount until
the maturity of the swap agreement in May 2008. Changes in the fair value of the
interest rate swap agreement will be recorded as interest expense.
As of May 1, 2005, the Company had $0, $84.6 million, and $105.0
million of principal outstanding under the Revolving Facility, First Lien Term
Loan, and Second Lien Term Loan portions of the Resort Senior Credit Facility,
respectively. Furthermore, as of May 1, 2005, the Company had $1.5 million in
outstanding L/Cs with $38.5 million available for additional borrowings under
the Revolving Facility. The Company was in compliance with all financial
covenants of the Resort Senior Credit Facility through May 1, 2005.
14
In connection with the refinancing of the prior resort senior credit
facility and the Senior Subordinated Notes in November 2004, the Company
expensed its remaining deferred financing costs associated with these facilities
in the amount of $3.3 million. These amounts are reflected in the accompanying
condensed consolidated statement of operations as a write-off of deferred
financing costs and extinguishment of senior subordinated notes. The Company
also recorded $7.3 million of deferred financing costs in connection with the
Resort Senior Credit Facility. The deferred financing costs are being amortized
over the life of the loans using the interest method.
Construction Loan Facility
The Company has historically conducted substantially all of its real
estate development through subsidiaries, each of which is a wholly owned
subsidiary of American Skiing Company Resort Properties (a subsidiary of ASC)
(Resort Properties). Grand Summit, a subsidiary of Resort Properties, owns the
existing Grand Summit Hotel projects, which are primarily financed through a
$110.0 million construction loan facility (Senior Construction Loan) between
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 $10.0 million subordinated loan tranche with Textron (Subordinated
Construction Loan) on July 25, 2000, which was increased to $10.6 million in
December 2003. Grand Summit 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 Construction Loan Facility is without recourse
to ASC and its resort operating subsidiaries and is collateralized by
significant real estate assets of Grand Summit. As of May 1, 2005, there are no
future borrowings available under the Construction Loan Facility.
The Senior Construction Loan principal is payable incrementally as 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 at the Grand Summit Hotels at Attitash, The Canyons, and
Steamboat, unsold unit inventory at the Grand Hotel at Steamboat, and a
promissory note from the Steamboat Homeowners Association secured by the
Steamboat Grand Hotel parking garage 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 subsidiaries, other
than Grand Summit. As of May 1, 2005, the carrying value of the total assets
that collateralized the Senior Construction Loan was $63.7 million. The maturity
date for funds advanced under the Senior Construction Loan is June 30, 2006. The
principal balance outstanding under the Senior Construction Loan was $15.7
million as of May 1, 2005 and had an interest rate on funds advanced of prime
plus 3.5%, with a floor of 9.0% (9.25% as of May 1, 2005).
The principal balance outstanding under the Subordinated Construction
Loan was $10.6 million as of May 1, 2005 and is due on November 30, 2007. The
interest rate on the funds advanced under the Subordinated Construction Loan is
20% per annum, 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.
Accrued interest on the Subordinated Construction Loan as of May 1, 2005 was
$4.0 million.
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 the remaining
unsold 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. Under the Senior Construction Loan,
as amended, the following maximum principal balances must be outstanding as of
the following dates:
June 30, 2005 $12,000,000
September 30, 2005 11,000,000
December 31, 2005 10,000,000
March 31, 2006 5,000,000
June 30, 2006 -
15
Grand Summit did not meet the required reduction of the Senior
Construction Loan principal balance as of March 31, 2005. In April 2005, Grand
Summit received a waiver letter from the lenders waiving this default. Although
Grand Summit has recently experienced increases in sales activities at the
Steamboat project, without a significant sales increase in the next several
weeks, Grand Summit does not anticipate that it will meet the June 30, 2005
requirement for reduction of the Senior Construction Loan principal balance to
$12.0 million. The Company continues to have discussions with the lenders under
the Senior Construction Loan regarding the terms of these amortization
requirements. There can be no assurance, however, that the lenders will be
willing to enter into such a waiver on terms acceptable to Grand Summit. Grand
Summit is also engaged in efforts to refinance the Senior Construction Loan and
Subordinated Construction Loan with different lenders in a restructured
facility, but similarly there can be no assurance that a refinancing will be
completed prior to the mandatory amortization dates. If Grand Summit is unable
to obtain a waiver from the existing lenders under the Senior Construction Loan
or refinance the Construction Loan Facility, and it does not meet the
amortization requirements of the Senior Construction Loan, Grand Summit will be
in payment default under the Construction Loan Facility and the lenders could
commence enforcement actions against Grand Summit and the assets of Grand Summit
which secure the Construction Loan Facility.
Other Long-Term Debt
The Company has $16.2 million of other long-term debt as of May 1, 2005.
This is comprised of $7.9 million of debt held under capital leases and $8.3
million under other notes payable with various lenders. During the 40 weeks
ended May 1, 2005, the Company acquired $12.7 million of equipment through
capital leases, and paid off certain other existing capital leases in accordance
with the terms of the Resort Senior Credit Facility. The equipment acquired
under capital leases historically has been acquired under operating leases.
In March 2005, the Company's subsidiary, Walton Pond Apartments (Walton
Pond) refinanced with the existing lender its real estate mortgage note payable
with a face value of $2.4 million secured by an employee housing complex at the
Company's Steamboat resort. Walton Pond refinanced $1.9 million and the new note
requires Walton Pond to make 59 monthly payments beginning on April 15, 2005 of
$16,000 and a final payment of $1.4 million on March 15, 2010. The principal
balance outstanding on the note on May 1, 2005 was $1.9 million.
6. Subordinated Notes and Debentures
12% Senior Subordinated Notes
As of July 25, 2004, the Company had $120.0 million of Senior
Subordinated Notes outstanding. In connection with the refinancing of the Resort
Senior Credit Facility as described in Note 5, the Company repurchased or
redeemed all Senior Subordinated Notes. $1.9 million in premium was paid to
holders for the early redemption and $0.8 million of unamortized discount is
included in the condensed consolidated statement of operations and is included
in write-off of deferred financing costs and extinguishment of senior
subordinated notes for the 40 weeks ended May 1, 2005.
11.3025% Junior Subordinated Notes
On July 15, 2001, the Company entered into a securities purchase
agreement with Oak Hill Capital Partners (Oak Hill) to assist the Company in
meeting its current financing needs. Pursuant to the terms of the securities
purchase agreement, which closed on August 31, 2001, the Company issued, and Oak
Hill purchased, $12.5 million aggregate principal amount of junior subordinated
notes (Junior Subordinated Notes), which are convertible into shares of the
Company's Series D Participating Preferred Stock (Series D Preferred Stock).
These Junior Subordinated Notes, as amended, are unsecured and bear interest at
a rate of 11.3025%, which compounds annually and is due and payable at the
maturity of the Junior Subordinated Notes. The Junior Subordinated Notes were
amended in connection with the refinancing of the Resort Senior Credit Facility
to extend the maturity to May 2012. The proceeds of the Junior Subordinated
Notes were used to fund short-term liquidity needs of Resort Properties by way
of the purchase of certain real estate assets by ASC from Resort Properties. As
of May 1, 2005, the outstanding balance on the Junior Subordinated Notes was
$18.5 million, including compounded interest.
16
New Junior Subordinated Notes
In connection with the refinancing of the Resort Senior Credit
Facility, the Company entered into an exchange agreement with the holder of the
Company's Series A Preferred Stock and issued $76.7 million of new junior
subordinated notes due 2012 (New Junior Subordinated Notes) to the holder of the
Series A Preferred Stock in exchange for all outstanding shares of Series A
Preferred Stock. The New Junior Subordinated Notes accrue interest at a rate of
11.25% upon issuance, gradually increasing to a rate of 13.0% in 2012. No
principal or interest payments are required to be made on the New Junior
Subordinated Notes until maturity. However, interest is added to the principal
outstanding on January 1 of each year. On January 1, 2005, $0.9 million of
interest was added to the principal outstanding. The New Junior Subordinated
Notes are subordinated to all of the Company's other debt obligations and all
trade payables incurred in the ordinary course of our business. None of the
Company's subsidiaries are obligated on the New Junior Subordinated Notes, and
none of the Company's assets serve as collateral for repayment of the New Junior
Subordinated Notes. The indenture governing the New Junior Subordinated Notes
also restricts the Company from paying cash dividends or making other
distributions to its shareholders subject to certain limited exceptions. As of
May 1, 2005, the outstanding balance on the New Junior Subordinated Notes was
$77.6 million. Accrued interest as of May 1, 2005 on the New Junior Subordinated
Notes was $3.2 million.
Other Subordinated Debentures
Other subordinated debentures owed by the Company to institutions and
individuals as of May 1, 2005 are unsecured and are due as follows (in
thousands):
------------------------------
Interest Principal
Year Rate Amount
------------------------------
2010 8% $ 1,292
2012 6% 1,155
2013 6% 1,065
2015 6% 1,500
2016 6% 1,196
---------
$ 6,208
=========
------------------------------
7. Mandatorily Redeemable Securities
Series A Preferred Stock
As of July 25, 2004, the Company had 36,626 shares of Series A
Preferred Stock outstanding. As part of the refinancing of the Resort Senior
Credit Facility on November 24, 2004 all outstanding shares of the Series A
Preferred Stock were exchanged for New Junior Subordinated Notes in the
principal amount of $76.7 million (See Note 6).
Series B Preferred Stock
Pursuant to a Preferred Stock Subscription Agreement (the Series B
Agreement) dated July 9, 1999, the Company sold 150,000 shares of its 8.5%
Series B Convertible Participating Preferred Stock (Series B Preferred Stock) on
August 9, 1999 to Oak Hill for $150.0 million.
On August 31, 2001, in connection with a recapitalization transaction,
the Series B Preferred Stock was stripped of all of its economic and governance
rights and preferences, with the exception of its right to elect up to six
directors. The Company issued the Series C-1 Preferred Stock and the mandatorily
redeemable 15% non-voting Series C-2 preferred stock (Series C-2 Preferred
Stock) with an aggregate initial face value of $179.5 million which was equal to
the accrued liquidation preference of the Series B Preferred Stock immediately
before being stripped of its right to such accrued liquidation preference. The
Series B Preferred Stock will lose its remaining rights upon redemption of the
Series C-1 and C-2 Preferred Stock in July 2007.
Series C-1 and C-2 Preferred Stock
On July 15, 2001, the Company entered into a securities purchase
agreement with Oak Hill to assist the Company in meeting its financing needs.
Pursuant to the terms of the securities purchase agreement, which closed on
August 31, 2001, the Company issued to Oak Hill two new series of Preferred
Stock: (i) $40.0 million face value of Series C-1 Preferred Stock; and (ii)
$139.5 million face value of Series C-2 Preferred Stock. The initial face values
of the Series C-1 Preferred Stock and Series C-2 Preferred Stock correspond to
the accrued liquidation preference of the Series B Preferred Stock immediately
before being stripped of its right to such accrued liquidation preference. The
Series C-1 Preferred Stock and Series C-2 Preferred Stock are entitled to annual
preferred dividends of 12% and 15%, respectively. At the Company's option,
dividends can either be paid in cash or in additional shares of preferred stock.
The Series C-1 Preferred Stock is convertible into common stock at a price of
$1.25 per share, subject to adjustments. The Series C-1 Preferred Stock is also
17
entitled to receive dividends as if it were fully converted into common stock,
if and when the Company declares and pays any dividend on its common stock. The
Series C-1 Preferred Stock does not have a contractual obligation to share in
the losses of the Company. The Series C-2 Preferred Stock is not convertible.
Both of the Series C-1 Preferred Stock and Series C-2 Preferred Stock are
mandatorily redeemable and mature in July 2007 to the extent that the Company
has legally available funds to effect such redemption. As of May 1, 2005,
cumulative dividends in arrears totaled $21.7 million and $99.9 million for the
Series C-1 Preferred Stock and Series C-2 Preferred Stock, respectively. The
Series C-1 Preferred Stock and Series C-2 Preferred Stock have certain voting
rights as defined in the securities certificates of designation relating
thereto. In addition, Series C-1 Preferred Stock and Series C-2 Preferred Stock
rank senior in liquidation preference to all common stock and Class A common
stock, rank pari passu with each other and the Series B Preferred Stock, and
rank senior to the non-voting Series D Participating Preferred Stock.
Series D Preferred Stock
The Company has authorized the issuance of 5,000 shares of $0.01 par
value, non-voting Series D Participating Preferred Stock (Series D Preferred
Stock). As of May 1, 2005, no shares of Series D Preferred Stock have been
issued. The Series D Preferred Stock is junior in right of preference to the
Series C-1 and Series C-2 Preferred Stock, is not entitled to preferred
dividends, and is redeemable at the option of the shareholder.
8. 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.
Grand Summit, the borrower under the Construction Loan Facility, is
restricted from declaring dividends or advancing funds to ASC by any other
method, unless specifically approved by the Construction Loan Facility lenders.
Under the indentures governing its New Junior Subordinated Notes, ASC
is restricted from paying cash dividends or making
other distributions to its shareholders.
9. Phantom Equity Plan
ASC 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 the LTIP. Participants are entitled to
a cash payment on awards granted under the LTIP, upon a valuation event, as
defined. The amount of any awards are based ultimately on the Equity Value, as
defined, obtained through a valuation event and generally vest over a three to
five-year term as determined by the Compensation Committee. A valuation event is
any of the following: (i) a sale or disposition of substantially all of the
Company's assets; (ii) a merger, consolidation or similar event of ASC other
than one (A) in which the Company is the surviving entity or (B) where no change
in control, as defined, has occurred; (iii) a public offering of equity
securities by ASC that yields net proceeds to the Company in excess of $50
million; or (iv) a change in control, as defined. Compensation expense relating
to the LTIP will be estimated and recorded based on the probability of the
Company achieving a valuation event. During the 13 weeks and 39 weeks ended
April 25, 2004, the Company recorded an expense relating to the increase in the
value of the LTIP of $0.1 million and $0.3 million, respectively. During the 13
weeks and 40 weeks ended May 1, 2005, the Company recorded an expense relating
to the increase in the value of the LTIP of $0.6 million and $0.5 million,
respectively. These charges are included in marketing, general and
administrative expenses in the accompanying condensed consolidated statements of
operations. The total liability for the LTIP of $0.7 million and $1.2 million is
included in other long-term liabilities in the July 25, 2004 and May 1, 2005
condensed consolidated balance sheets, respectively.
10. Commitments and Contingencies
During March 2005, the Company's subsidiary, Mount Snow Ltd. (Mount
Snow), entered into a purchase and sale agreement for the sale of the assets of
Mount Snow comprising the Haystack ski resort to Tyringham Ridge, Inc. (Buyer).
The agreement provides for a $5.0 million purchase price, subject to certain
customary adjustments. The agreement includes a two year right of first refusal
in favor of the Buyer for certain developmental land owned by Mount Snow (but
not used in its ski resort operations) known as the Howe Farm. Under the terms
of the agreement, Mount Snow will continue to be allowed to withdraw water from
sources at the Haystack resort after the closing in amounts which approximate
Mount Snow's historical use from this source. In addition, Mount Snow will
retain a right of first refusal to reacquire the Haystack resort (not including
certain developmental real estate assets) for not less than twenty years
following the closing. The closing on the sale of the Haystack resort is subject
to the Buyer's completion of a 90 day due diligence period as well as
satisfaction of customary contingencies. Net proceeds to the Company from the
sale of the Haystack resort are expected to be used for additional liquidity, to
fund capital expenditures and reduce senior debt, each as permitted under the
Company's Resort Senior Credit Facility. The sale is expected to close in June
or July 2005.
18
The Company entered into a new employment agreement with its chief
executive officer in March 2005. The employment agreement provides for a
guaranteed annual base salary of $400,000. The employment agreement also
provides for contingent annual bonus of 100% of annual base salary, involuntary
termination benefits, termination benefits resulting from a change in control of
the Company, LTIP participation levels and, in certain cases, benefits where the
termination of employment was voluntary. The agreement also provides for certain
benefits in the event of the death of the executive.
As previously reported, the Company reached a settlement with Triple
Peaks, LLC in July 2004 regarding litigation associated with the Company's
Steamboat resort. In return for a cash settlement of $5.14 million, Triple Peaks
LLC agreed to a full dismissal of all claims relating to the proposed sale of
the Steamboat resort, and the Company expensed these settlement costs in fiscal
2004. The Company paid an initial payment of $3.0 million in July 2004 and paid
the remaining $2.14 million in April 2005. The Company is required to make a
bonus payment to Triple Peaks of $860,000 if the Company sells or transfers
substantially all of its assets to a third party on or prior to December 31,
2005 and the closing occurs on or before April 1, 2006. Triple Peaks also has
the right of first refusal to buy Steamboat if the sale of the resort is on a
stand-alone basis.
Certain claims, suits and complaints in the ordinary course of business
are pending or may arise against the Company, including all of its direct and
indirect subsidiaries. In the opinion of management, all matters are adequately
covered by insurance or, if not covered, are without merit or are of such kind,
or involve such amounts as are not likely to have a material effect on the
financial position, results of operations or liquidity of the Company if
disposed of unfavorably.
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 our resort
operating and/or 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);
failure to maintain improvements to resort operating performance at the covenant
levels required by our Resort Senior Credit Facility; failure to meet
amortization requirements of the Construction Loan Facility; adverse weather
conditions regionally and nationally; changes in weather patterns resulting from
global warming; seasonal business activity; increased gas and energy prices;
changes to federal, state and local regulations affecting our resort operating
and/or 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.
19
General
We are organized as a holding company and operate through various
subsidiaries. We are one of the largest operators of alpine ski and snowboard
resorts in the United States. We develop, own and operate a range of
hospitality-related businesses, including skier development programs, hotels,
golf courses, restaurants and retail locations. We also develop, market and
operate ski-in/ski-out alpine villages, townhouses, condominiums, and quarter
and eighth share ownership hotels. We report our results of operations in two
business segments, resort operations and real estate operations.
Our operating strategies include taking advantage of our multi-resort
network, increasing our revenue per skier, continuing to build brand awareness
and customer loyalty, expanding our sales and marketing efforts, continuing to
focus on cost management, expanding our golf and convention business, improving
our hotel occupancy and operating margins, and capitalizing on real estate
growth opportunities through joint ventures.
Our revenues are highly seasonal in nature. In fiscal 2004, we realized
approximately 88% of resort operating segment revenues and over 100% of resort
operating segment operating income during the period from November through
April. In addition, a significant portion of resort operating segment revenue
and approximately 22% of annual skier visits were generated during the Christmas
and Presidents' Day vacation weeks in fiscal 2004, respectively. Our resorts
typically experience operating losses and negative cash flows for the period
from May through November.
A high degree of seasonality in our revenues increases the impact of
certain events on our 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.
As discussed below, on November 24, 2004 we entered into a resort
senior credit facility (Resort Senior Credit Facility) and paid off our prior
resort senior credit facility and a substantial portion of our senior
subordinated notes. The remaining portion of the senior subordinated notes was
paid off in January 2005. In addition, our Series A Preferred Stock was
exchanged for new junior subordinated notes. These refinancings extend the
maturity dates of these obligations.
The following is our discussion and analysis of financial condition and
results of operations for the 13 and 40 weeks ended May 1, 2005. As you read the
material below, we urge you to carefully consider our fiscal 2004 annual report
on Form 10-K filed on November 9, 2004 and our unaudited condensed consolidated
financial statements and related notes contained elsewhere in this report.
Liquidity and Capital Resources
Short-Term Liquidity Needs
Our primary short-term liquidity needs involve funding seasonal working
capital requirements, marketing and selling real estate development projects,
funding our fiscal 2005 capital improvement program, and servicing our debt. Our
cash requirements for ski-related and real estate sales activities are provided
from separate sources.
As described below, we entered into a $230.0 million Resort Senior
Credit Facility on November 24, 2004 and used initial borrowings thereunder to
refinance our prior resort senior credit facility and redeem our $120.0 million
senior subordinated notes (Senior Subordinated Notes).
Our primary source of liquidity for ski-related working capital and
ski-related capital improvements are cash flows from operations of our resort
operating subsidiaries and borrowings under our Resort Senior Credit Facility.
The total debt outstanding under our Resort Senior Credit Facility as of May 1,
2005 was $189.6 million.
20
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 senior construction loan
(Senior Construction Loan) and the subordinated construction loan (Subordinated
Construction Loan) (collectively, the Construction Loan Facility) funded such
working capital. The Construction Loan Facility is without recourse to ASC and
its subsidiaries other than Grand Summit and is collateralized by significant
real estate assets of Grand Summit. As of May 1, 2005, the carrying value of the
total assets that collateralized the Construction Loan Facility was $63.7
million. The total debt outstanding on the Construction Loan Facility as of May
1, 2005 was $26.3 million. See "Real Estate Liquidity - Construction Loan
Facility" below.
Resort Liquidity
We entered into agreements dated November 24, 2004 with Credit Suisse
First Boston (CSFB), GE Capital, and other lenders whereby the lenders have
provided a new $230.0 million Resort Senior Credit Facility consisting of a
revolving credit facility and two term loan facilities. The proceeds of the
Resort Senior Credit Facility were used to refinance our prior resort senior
credit facility and redeem our Senior Subordinated Notes as well as to pay fees
and expenses related to the transaction. The Resort Senior Credit Facility
consists of the following:
o Revolving Facility - $40.0 million, including letter of credit
(L/C) availability of up to $6.0 million. The amount of
availability under this facility is correspondingly reduced by the
amount of each L/C issued.
o First Lien Term Loan - $85.0 million borrowed on the funding date
of November 24, 2004.
o Second Lien Term Loan - $105.0 million borrowed on the funding
date of November 24, 2004.
The Revolving Facility and First Lien Term Loan are provided under a
single credit agreement (the "First Lien Credit Agreement"), mature in November
2010 and bear interest, at our option, either at a rate equal to the prime rate
as publicly quoted in the Wall Street Journal plus 3.5% or at a rate equal to
LIBOR (as defined) plus 4.5%, payable quarterly (9.25% based on the prime rate
for the Revolving Facility and 7.3% weighted average based on the LIBOR rate for
the First Lien Term Loan as of May 1, 2005). The First Lien Term Loan requires
23 quarterly principal payments of $212,500 beginning on January 15, 2005 and a
final payment of $80.1 million in November 2010. The Second Lien Term Loan is
provided under a separate credit agreement (the "Second Lien Credit Agreement"),
matures in November 2011, bears interest at a rate equal to the prime rate as
publicly quoted in the Wall Street Journal plus 7.0% or at a rate equal to LIBOR
(as defined) plus 8.0%, payable quarterly (10.8% as of May 1, 2005 based on the
LIBOR rate), and principal is due upon maturity. The Revolving Facility is
comprised of two sub-facilities, each in the amount of $20.0 million and each
with separate fees for the unused portion of the facilities (in the amounts of
1.0% and 4.5% per annum, respectively).
The Revolving Facility and the First Lien Term Loan obligations under
the First Lien Credit Agreement and the related guarantees are secured by a
first-priority security interest in substantially all of the our assets, other
than assets held by Grand Summit, and our obligations under the Second Lien
Credit Agreement and its subsidiaries' obligations under the related guarantees
are secured by a second-priority security interest in the same assets.
Collateral matters between the lenders under the First Lien Credit Agreement and
the lenders under the Second Lien Credit Agreement are governed by an
intercreditor agreement.
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), limiting our capital
expenditures, requiring us to maintain a minimum ratio of appraised asset value
to debt, and requiring us to have a zero balance on the Revolving Credit
Facility (excluding L/Cs) on April 1 of each year. The Resort Senior Credit
Facility also contains events of default customary for such financings,
including but not limited to nonpayment of amounts when due; violation of
covenants; cross default and cross acceleration with respect to other material
debt; change of control; dissolution; insolvency; bankruptcy events; and
material judgments. Some of these events of default allow for grace periods or
are qualified by materiality concepts. The Resort Senior Credit Facility
requires us to offer to prepay the loans with proceeds of certain material asset
sales and recovery events, certain proceeds of debt, 50% of excess cash flow,
and proceeds from the issuance of capital stock. The Resort Senior Credit
Facility also restricts our ability to pay cash dividends on or redeem our
common or preferred stock. Pursuant to the requirements of the Resort Senior
Credit Facility, on May 23, 2005, we entered into an interest rate swap
agreement for 50% of the First Lien Term Loan and the Second Lien Term Loan for
a notional amount of $95.0 million. Under the swap agreement, during the period
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of May 16, 2005 to November 15, 2005, we pay 3.49% and receive the 6-month LIBOR
rate. During the period from November 16, 2005 to May 15, 2008, we pay 4.16% and
receive the 3-month LIBOR rate. As a result of entering into this interest rate
swap agreement, we have fixed the cash-pay rate on the notional amount until the
maturity of the swap agreement in May 2008.
In conjunction with the Resort Senior Credit Facility, we closed a
tender offer and repurchased $118.5 million of the $120.0 million principal
amount of outstanding Senior Subordinated Notes. The total consideration payable
in connection with the offer was $120.4 million ($118.5 million in principal and
$1.9 million in a redemption premium) plus accrued interest of $5.1 million for
the tendered Senior Subordinated Notes. In connection with the tender offer, we
also solicited consents from the holders of the Senior Subordinated Notes. On
October 22, 2004, we entered into a supplemental indenture reflecting those
amendments to eliminate substantially all of the restrictive covenants and
certain events which would cause default under the indenture for the Senior
Subordinated Notes. Such amendments became operative on November 24, 2004. We
also called for redemption on November 24, 2004 all the remaining $1.5 million
in principal amount of outstanding Senior Subordinated Notes which was redeemed
and paid in January 2005.
In addition, as part of the refinancing, we entered into an Exchange
Agreement with the holder of the our Series A Preferred Stock and issued $76.7
million of new junior subordinated notes (New Junior Subordinated Notes) due
2012 to the holder of our Series A Preferred Stock in exchange for all
outstanding shares of Series A Preferred Stock. The New Junior Subordinated
Notes accrue interest at a rate of 11.25% upon issuance, gradually increasing to
a rate of 13.0% in 2012. However, interest is added to the principal outstanding
on January 1 of each year. On January 1, 2005, $0.9 million of interest was
added to the principal outstanding. No principal or interest payments are
required to be made on the New Junior Subordinated Notes until maturity. The New
Junior Subordinated Notes are subordinated to all of our other debt obligations
and all trade payables incurred in the ordinary course of our business. None of
our subsidiaries are obligated on the New Junior Subordinated Notes, and none of
our assets serve as collateral for repayment of the New Junior Subordinated
Notes. The indenture governing the New Junior Subordinated Notes also restricts
us from paying cash dividends or making other distributions to our shareholders
subject to certain limited exceptions.
As part of the refinancing, the indenture for our 11.3025% junior
subordinated notes (Junior Subordinated Notes) was amended to extend the
maturity to May 2012.
As of June 5, 2005, we had $4.7 million, $84.6 million, and $105.0
million of principal outstanding under the Revolving Facility, First Lien Term
Loan, and Second Lien Term Loan portions of the Resort Senior Credit Facility,
respectively. Furthermore, as of June 5, 2005, we had $1.5 million in
outstanding L/Cs with $33.7 million available for additional borrowings under
the Revolving 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 our third quarter of fiscal 2006.
We have $16.2 million of other long-term debt as of May 1, 2005. This is
comprised of $7.9 million of debt held under capital leases and $8.3 million
under other notes payable with various lenders.
We closely monitor our operating results that impact our ability to
meet the financial covenants under our Resort Senior Credit Facility. We take
various actions to maintain compliance with our financial covenants, including
selling non-core assets to increase revenues, and reducing our cost structure
during the off-season and seasonal low-visitation at our resorts. In the event
of a violation of the financial covenants under our Resort Senior Credit
Facility, we would engage in a discussion with our lenders for a waiver of those
covenants for the period in question. Due to the restrictions under our Resort
Senior Credit Facility, we have limited access to alternate sources of funding.
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 contains 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.
22
Real Estate Liquidity
To fund working capital and fund its real estate sales plan, Grand
Summit relies primarily on unit inventory sales, short-term rental of remaining
unit inventory, as well as lease payments from long-term commercial tenants.
Construction Loan Facility: We have historically conducted our real estate
interval-ownership product development through Grand Summit, which is a wholly
owned subsidiary of American Skiing Company Resort Properties (Resort
Properties). Grand Summit owns our existing Grand Summit Hotel projects at
Steamboat, The Canyons, and Attitash, which are primarily financed through the
$110.0 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 $10.0 million Subordinated Construction Loan, which was
subsequently increased to $10.6 million. Together they comprise the Construction
Loan Facility. We used the Construction Loan Facility primarily for the purpose
of funding the completion of the Steamboat Grand Hotel. As of May 1, 2005, there
are no future borrowings available under the Construction Loan Facility.
The principal is payable incrementally as 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 at
the Grand Summit Hotels at Attitash, The Canyons, and Steamboat, unsold unit
inventory at the Steamboat Grand Hotel, and a promissory note from the Steamboat
Homeowners Association secured by the Steamboat Grand Hotel parking garage
collateralize the Senior Construction Loan. This facility 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 subsidiaries other than Grand Summit. As of May 1, 2005, the carrying value
of the total assets that collateralized the Senior Construction Loan was $63.7
million. The maturity date for funds advanced under the Senior Construction Loan
is June 30, 2006. The principal balance outstanding under the Senior
Construction Loan was $15.7 million as of May 1, 2005 and had an interest rate
on funds advanced of prime plus 3.5%, with a floor of 9.0% (9.25% as of May 1,
2005) and there were no borrowings available under this facility.
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 is due and payable in cash and the other 50% of such interest
will, 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 Subordinated Construction Loan provides for a maximum borrowing
capacity of $10.6 million. The Subordinated Construction Loan matures on
November 30, 2007. All $10.6 million had been borrowed under the Subordinated
Construction Loan as of May 1, 2005. Accrued interest on the Subordinated
Construction Loan as of May 1, 2005 was $4.0 million. The Subordinated
Construction Loan is secured by the same collateral which secures the Senior
Construction Loan.
The Senior Construction Loan, as amended, must have the following
maximum outstanding principal balances as of the following dates:
June 30, 2005 $12,000,000
September 30, 2005 11,000,000
December 31, 2005 10,000,000
March 31, 2006 5,000,000
June 30, 2006 -
As of June 5, 2005, the amount outstanding under the Senior
Construction Loan was $15.4 million and there were no borrowings available under
this facility. As of June 5, 2005, the amounts outstanding under the
Subordinated Construction Loan were $10.6 million plus accrued interest of $4.1
million and there were no borrowings available under this facility.
Grand Summit did not meet the required reduction of the Senior
Construction Loan principal balance as of March 31, 2005. In April 2005, Grand
Summit received a waiver letter from the lenders waiving this default. Although
Grand Summit has recently experienced increases in sales activities at the
Steamboat project, without a significant sales increase in the next several
weeks, Grand Summit does not anticipate that it will meet the June 30, 2005
requirement for reduction of the Senior Construction Loan principal balance to
$12.0 million. Grand Summit continues to have discussions with the lenders under
the Senior Construction Loan regarding the terms of these amortization
requirements. There can be no assurance, however, that the lenders will be
willing to enter into such a waiver on terms acceptable to Grand Summit. Grand
Summit is also engaged in efforts to refinance the Senior Construction Loan and
Subordinated Construction Loan with different lenders in a restructured
facility, but similarly there can be no assurance that a refinancing will be
completed prior to the mandatory amortization dates. If Grand Summit is unable
to obtain a waiver from the existing lenders under the Senior Construction Loan
or refinance the Construction Loan Facility, and Grand Summit does not meet the
amortization requirements of the Senior Construction Loan, Grand Summit will be
in payment default under the Construction Loan Facility and the lenders could
commence enforcement actions against Grand Summit and the assets of Grand Summit
which secure the Construction Loan Facility.
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Long-Term Liquidity Needs
Our primary long-term liquidity needs are to fund skiing-related
capital improvements at certain of our resorts. For fiscal 2005, we anticipate
our annual maintenance capital needs (excluding capital expenditures of SS
Associates, LLC) to be $10.0 million. In addition, we have identified an
additional $4.0 million of discretionary capital needs that will likely be
pursued in fiscal 2005. For the 40 weeks ended May 1, 2005, we have expended
$9.9 million in capital expenditures (excluding capital expenditures of SS
Associates, LLC). 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 2005 and 2006 at $15.5 million,
including assets purchased under capital leases, with the ability to increase
this amount if certain conditions are met. The current year capital expenditures
for equipment acquired under capital leases are excluded from this calculation
per the agreement. During the 40 weeks ended May 1, 2005, we converted certain
types of lease agreements that we have historically entered into as operating
leases into terms that qualified them to be treated as capital leases. We
believe that the capital expenditure limits under the Resort Senior Credit
Facility will be sufficient to meet our non-real estate capital improvement
needs for fiscal 2005 and fiscal 2006.
As described above, the Revolving Facility and First Lien Term Loan of
the Resort Credit Facility mature in November 2010. The First Lien Term Loan
requires quarterly principal payments of $212,500 and a final payment of $80.1
million in November 2010. The Second Lien Term Loan matures in November 2011.
The Senior Construction Loan has required principal payments as described above
and matures in June 2006. The Subordinated Construction Loan matures in November
2007.
We closely monitor our operating results that impact our ability to
meet the financial covenants under our Resort Senior Credit Facility. We take
various actions to maintain compliance with our financial covenants, including
selling non-core assets to increase revenues, and reducing our cost structure
during the off-season and seasonal low-visitation at our resorts. In the event
of a violation of the financial covenants under our Resort Senior Credit
Facility, we would engage in a discussion with our lenders for a waiver of those
covenants for the period in question. Due to the restrictions under our Resort
Senior Credit Facility, we have limited access to alternate sources of funding.
We also have mandatorily redeemable convertible participating 12%
preferred stock (Series C-1 Preferred Stock) with an accreted value of $61.7
million as of May 1, 2005 and mandatorily redeemable 15% non voting preferred
stock (Series C-2 Preferred Stock) with an accreted value of $239.4 million as
of May 1, 2005 which are mandatorily redeemable and mature in July 2007 to the
extent that we have legally available funds to effect such redemption. We do not
expect to redeem the Series C-1 Preferred Stock and the Series C-2 Preferred
Stock prior to its final maturity. We can give no assurance that the necessary
liquidity will be available to effect the redemption on a timely basis. In
conjunction with the funding of the Resort Senior Credit Facility, the holders
of the Series C-1 Preferred Stock and Series C-2 Preferred Stock (Holders)
agreed with the lenders under the Resort Senior Credit Facility that the Holders
will not exercise any remedies as a result of the failure to redeem the Series
C-1 Preferred Stock and the Series C-2 Preferred Stock prior to its final
maturity, other than an increase in accretion rate of the Series C-1 Preferred
Stock of 2% and the appointment of additional seats on our Board of Directors.
24
Results of Operations
For the 13 weeks ended April 25, 2004 compared to the 13 weeks ended May 1, 2005
Resort Operations:
The components of resort operations for the 13 weeks ended April 25,
2004 and May 1, 2005 are as follows (in thousands):
- --------------------------------------------------------------------------------
13 Weeks ended 13 Weeks ended
------------------------------- ----------
April 25, 2004 May 1, 2005 Variance
--------------- --------------- ----------
Total resort revenues $ 128,099 $ 132,266 $ 4,167
--------------- --------------- ----------
Cost of resort operations 61,737 61,615 (122)
Marketing, general and
administrative 13,758 14,261 503
Depreciation and amortization 10,770 12,640 1,870
Interest expense and other, net 17,519 19,261 1,742
--------------- --------------- ----------
Total resort expenses 103,784 107,777 3,993
--------------- --------------- ----------
Income from resort operations $ 24,315 $ 24,489 $ 174
=============== =============== ==========
- --------------------------------------------------------------------------------
Resort revenues were $4.2 million, or 3.3%, higher in the 13 weeks
ended May 1, 2005 when compared to the 13 weeks ended April 25, 2004. Fiscal
2005 skier visits were down approximately 2% as compared to fiscal 2004.
However, revenue per skier visit was up approximately 5.3%. This is due to
general price increases and our ability to capture more revenue from each skier.
Resort expenses for the 13 weeks ended May 1, 2005 were $4.0 million
higher than the 13 weeks ended April 25, 2004, primarily as a result of the
following:
(i) $1.9 million increase in depreciation and amortization
primarily due to an increase in new assets. As described
above, we converted leases previously accounted for as
operating lease to capital leases, thus increasing the
depreciation;
(ii) $1.7 million increase in interest expense due primarily to
the compounding effect of interest expense associated with
the junior subordinated notes and the accretion of discount
and dividends on mandatorily redeemable preferred stock;
and
(iii) $0.5 million increase in marketing, general and
administrative expenses due primarily to an increase in
expense from our phantom equity plan due to new awards
being granted; offset by
(iv) $0.1 million decrease in cost of resort operations. Cost of
resort operations decreased due to a reduction in operating
lease expense. As noted above, we converted our operating
leases associated with our snow grooming and ski rental
equipment to capital leases which accounted for a $1.9
million decrease in cost of resort operations. These
increases were offset by general increases in fuel and
power costs and increases due to higher revenues.
Recent Trends: In addition to the financial results through May 1,
2005, management has reported strong early results for the fourth fiscal
quarter, reflecting a 2.4% increase in revenues for the first four weeks of its
fiscal 2005 fourth quarter over the first four weeks of its fiscal 2004 fourth
quarter along with approximately a 15% increase in year over year hotel booking
pace for such period.
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Real Estate Operations:
The components of real estate operations are as follows (in thousands):
- --------------------------------------------------------------------------------
13 weeks ended 13 Weeks ended
-------------------------------- -----------
April 25, 2004 May 1, 2005 Variance
--------------- ----------------------------
Total real estate revenues $ 17,571 $ 2,928 $ (14,643)
--------------- ---------------- -----------
Cost of real estate operations 11,696 2,461 (9,235)
Depreciation and amortization 433 380 (53)
Interest expense and other, net 5,251 741 (4,510)
--------------- ---------------- -----------
Total real estate expenses 17,380 3,582 (13,798)
--------------- ---------------- -----------
Income (loss) from real estate
operations $ 191 $ (654) (845)
=============== ================ ===========
- --------------------------------------------------------------------------------
Real estate revenues decreased by $14.6 million in the 13 weeks ended
May 1, 2005 when compared to the 13 weeks ended April 25, 2004, from $17.6
million to $2.9 million. The decrease was primarily due to the auction of the
remaining units at The Canyons during the period in fiscal 2004.
The result of real estate operations decreased by $0.8 million, from
$0.2 million in the 13 weeks ended April 25, 2004 to $(0.6) million in the 13
weeks ended May 1, 2005. This was primarily a result of the following:
(i) $9.2 million decrease in cost of real estate operations
resulting from the decrease in revenues, and
(ii) $4.5 million decrease in interest expense due to the
restructuring of the real estate credit facility in May 2004
and lower outstanding balances on the Construction Loan
Facility,
(iii) $0.1 decrease in depreciation and amortization, offset by
(iv) $14.6 million decrease in revenues as discussed above.
Recent Trends: Sales volume year-to-date at the Steamboat Grand Hotel
is ahead of the pace from last year. We have contracted with a third-party real
estate agency to sell whole ownership units in an effort to increase sales. Our
eastern resorts have continued to experience a higher than normal demand for
residential real estate. We anticipate continuing to conduct third-party sales
of developmental real estate at certain of our eastern resorts (particularly
Sunday River, Sugarloaf, and Attitash) in order to increase our on-mountain bed
base.
Benefit from income taxes:
We recorded no benefit from income taxes for either the 13 weeks ended
April 25, 2004 or the 13 weeks ended May 1, 2005. We believe it is more likely
than not that we will not realize income tax benefits from operating losses in
the foreseeable future.
Results of Operations
For the 39 weeks ended April 25, 2004 compared to the 40 weeks ended May 1, 2005
Resort Operations:
The components of resort operations for the 39 weeks ended April 25,
2004 and the 40 weeks ended May 1, 2005 are as follows (in thousands):
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- --------------------------------------------------------------------------------
39 Weeks ended 40 Weeks ended
------------------------------- ----------
April 25, 2004 May 1, 2005 Variance
--------------- --------------- ----------
Total resort revenues $ 237,131 $ 253,497 $ 16,366
--------------- --------------- ----------
Cost of resort operations 146,672 153,010 6,338
Marketing, general and
administrative 44,528 41,288 (3,240)
Restructuring charges 137 - (137)
Depreciation and amortization 22,837 28,503 5,666
Interest expense and other, net 52,215 58,772 6,557
Write-off of deferred financing
costs and loss on
extinguishment of senior
subordinated notes - 5,983 5,983
--------------- --------------- ----------
Total resort expenses 266,389 287,556 21,167
--------------- --------------- ----------
Loss from resort operations $ (29,258) $ (34,059) $ (4,801)
=============== =============== ==========
- --------------------------------------------------------------------------------
Resort revenues were $16.4 million, or 6.9%, higher in the 40 weeks
ended May 1, 2005 when compared to the 39 weeks ended April 25, 2004. Skier
visits were up approximately 3% as compared to fiscal 2004 due to in part our
new "All for One" season pass that was introduced this ski season that insulated
us from poor conditions in the early season. The increase is also due to a 9%
increase in revenue per skier visit due to general price increases, our ability
to capture more from each skier, and our lodging related revenues at our
Steamboat and The Canyons resorts, primarily as a result of strong first quarter
group and conference business.
Resort expenses for the 40 weeks ended May 1, 2005 were $21.2 million
higher than the 39 weeks ended April 25, 2004, primarily as a result of the
following:
(i) $6.3 million increase in cost of resort operations. Cost
of resort operations increased due to the extra week of
operations in fiscal 2005 when compared to fiscal 2004,
general increases in fuel and power costs, an increase in
repairs and maintenance expense, and increases due to
higher revenues. These increases were offset by a
reduction of operating lease expense. We converted our
operating leases associated with our snow grooming and
ski rental equipment to capital leases which accounted
for a $4.1 million decrease in cost of resort operations.
(ii) $6.0 million increase in write-off of deferred financing
costs and loss on extinguishment of senior subordinated
notes due to the refinancing of our prior senior resort
credit facility and Senior Subordinated Notes in fiscal
2005;
(iii) $5.7 million increase in depreciation and amortization
primarily due to an increase in new assets. As described
above, we converted leases previously accounted for as
operating lease to capital leases, thus increasing the
depreciation; and
(iv) $6.6 million increase in interest expense due primarily
to the compounding effect of interest expense associated
with the junior subordinated notes and the accretion of
discount and dividends on mandatorily redeemable
preferred stock and as described above, the extra week of
outstanding borrowings in fiscal 2005 as compared to
fiscal 2004; offset by
(v) $3.2 million decrease in marketing, general and
administrative expenses due primarily to legal accruals
made during the 39 weeks in fiscal 2004 offset by the
extra week of operations discussed above.
27
Real Estate Operations:
The components of real estate operations are as follows (in thousands):
- --------------------------------------------------------------------------------
39 weeks ended 40 Weeks ended
-------------------------------- ----------
April 25, 2004 May 1, 2005 Variance
--------------- ---------------------------
Total real estate revenues $ 29,972 $ 7,317 $ (22,655)
--------------- --------------- ----------
Cost of real estate operations 21,892 5,724 (16,168)
Depreciation and amortization 1,300 1,196 (104)
Interest expense and other, net 15,963 2,367 (13,596)
--------------- --------------- ----------
Total real estate expenses 39,155 9,287 (29,868)
--------------- --------------- ----------
Loss from real estate operations $ (9,183) $ (1,970) $ 7,213
=============== =============== ==========
- --------------------------------------------------------------------------------
Real estate revenues decreased by $22.7 million in the 40 weeks ended
May 1, 2005 when compared to the 39 weeks ended April 25, 2004, from $30.0
million to $7.3 million. The decrease was primarily due to the sale of three
parcels of land at Steamboat in fiscal 2004 for $8.9 million and a decrease in
unit sales as an auction at The Canyons which sold all but one of the remaining
units was held in the prior fiscal year.
Real estate operations loss decreased by $7.2 million, from $(9.2)
million in the 39 weeks ended April 25, 2004 to $(2.0) million in the 40 weeks
ended May 1, 2005. This was primarily a result of the following:
(i) $16.2 million decrease in cost of real estate operations
resulting from the decrease in revenues, and
(ii) $13.6 million decrease in interest expense due to the
restructuring of the real estate credit facility in May 2004
and lower outstanding balances on the Construction Loan
Facility,
(iii) $0.1 million decrease in depreciation and amortization, offset
by
(iv) $22.7 million decrease in revenues as discussed above.
Benefit from income taxes:
We recorded no benefit from income taxes for either the 39 weeks ended
April 25, 2004 or the 40 weeks ended May 1, 2005. We believe it is more likely
than not that we will not realize income tax benefits from operating losses in
the foreseeable future.
Item 3
Quantitative and Qualitative Disclosures about Market Risk
On November 24, 2004, we refinanced our prior resort senior credit
facility and redeemed our Senior Subordinated Notes with our Resort Senior
Credit Facility. The Revolving Facility and First Lien Term Loan mature in
November 2010 and bear interest, at our option, either at a rate equal to the
prime rate as publicly quoted in the Wall Street Journal plus 3.5% or at a rate
equal to LIBOR (as defined) plus 4.5%, payable quarterly (9.25% based on the
prime rate for the Revolving Facility and 7.3% weighted average based on the
LIBOR rate for the First Lien Term Loan 8.75% as of May 1, 2005 using prime rate
as a base as of May 1, 2005). The First Lien Term Loan requires 23 quarterly
principal payments of $212,500 beginning on January 15, 2005 and a final payment
of $80.1 million in November 2010. The Second Lien Term Loan matures in November
2011, bears interest at a rate equal to the prime rate as publicly quoted in the
Wall Street Journal plus 7.0% or at a rate equal to LIBOR (as defined) plus
8.0%, payable quarterly (10.8% as of May 1, 2005 based on the LIBOR rate), and
28
principal is due upon maturity. The Revolving Facility is comprised of two
sub-facilities, each in the amount of $20.0 million and each with separate fees
for the unused portion of the facilities (in the amounts of 1.0% and 4.5% per
annum, respectively). Pursuant to the requirements of the Resort Senior Credit
Facility, on May 23, 2005 we entered into an interest rate swap agreement for
50% of the First Lien Term Loan and the Second Lien Term Loan for a notional
amount of $95.0 million. During the period of May 16, 2005 to November 15, 2005,
we pay 3.49% and receive the 6-month LIBOR rate. During the period from November
16, 2005 to May 15, 2008, we pay 4.16% and receive the 3-month LIBOR rate. As a
result of entering into this interest rate swap agreement, we have fixed the
cash-pay rate on the notional amount until the maturity of the swap agreement in
May 2008.
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 are
(1) 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, and (2) designed to ensure that information to be
disclosed by the Company in such reports is accumulated and communicated to
the Company's management, including its Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions regarding
required disclosure.
(b) Changes in internal control over financial reporting. No change occurred in
the Company's internal control over financial reporting (as defined in the
Securities Exchange Act of 1934 Rules 13a-15(f) and 15d-15(f)) during the
quarter ended May 1, 2005 that has materially affected, or is reasonably
likely to materially affect, the Company's internal control 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
As previously reported, the Company reached a settlement with Triple
Peaks, LLC in July 2004 regarding litigation associated with the Company's
Steamboat resort. In return for a cash settlement of $5.14 million, Triple Peaks
LLC agreed to a full dismissal of all claims relating to the proposed sale of
the Steamboat resort, and the Company expensed these settlement costs in fiscal
2004. The Company paid an initial payment of $3.0 million in July 2004 and paid
the remaining $2.14 million in April 2005. The Company is required to make a
bonus payment to Triple Peaks of $860,000 if the Company sells or transfers
substantially all of its assets to a third party on or prior to December 31,
2005 and the closing occurs on or before April 1, 2006. Triple Peaks also has
the right of first refusal to buy Steamboat if the sale of the resort is on a
stand-alone basis.
Certain claims, suits and complaints in the ordinary course of business
are pending or may arise against the Company, including all of its direct and
indirect subsidiaries. In the opinion of management, all matters are adequately
covered by insurance or, if not covered, are without merit or are of such kind,
or involve such amounts as are not likely to have a material effect on the
financial position, results of operations or liquidity of the Company if
disposed of unfavorably.
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Item 3
Defaults Upon Senior Securities
Grand Summit did not meet the required reduction of the Senior
Construction Loan principal balance as of March 31, 2005. In April 2005, Grand
Summit received a waiver letter from the lenders waiving this default. Although
Grand Summit has recently experienced increases in sales activities at the
Steamboat project, without a significant sales increase in the next several
weeks, Grand Summit does not anticipate that it will meet the June 30, 2005
requirement for reduction of the Senior Construction Loan principal balance to
$12.0 million. Grand Summit continues to have discussions with the lenders under
the Senior Construction Loan regarding the terms of these amortization
requirements. There can be no assurance, however, that the lenders will be
willing to enter into such a waiver on terms acceptable to Grand Summit. Grand
Summit is also engaged in efforts to refinance the Senior Construction Loan and
Subordinated Construction Loan with different lenders in a restructured
facility, but similarly there can be no assurance that a refinancing will be
completed prior to the mandatory amortization dates. If Grand Summit is unable
to obtain a waiver from the existing lenders under the Senior Construction Loan
or refinance the Construction Loan Facility, and Grand Summit does not meet the
amortization requirements of the Senior Construction Loan, Grand Summit will be
in payment default under the Construction Loan Facility and the lenders could
commence enforcement actions against Grand Summit and the assets of Grand Summit
which secure the Construction Loan Facility.
Item 6
Exhibits
Included herewith are the following exhibits:
Exhibit No. Description
10.1 Executive Employment Agreement effective as of March 23, 2005 between
American Skiing Company and William J. Fair (incorporated by reference
from exhibit to Form 8-K filed March 31, 2005).
10.2 Phantom Equity Award dated as of March 23, 2005 between American Skiing
Company and William J. Fair (incorporated by reference from exhibit to
Form 8-K filed March 31, 2005).
10.3 Waiver Agreement dated as of April 28, 2005 to Loan and Security
Agreement dated as of September 1, 1998 among Grand Summit Resort
Properties, Inc., the Lenders named therein, and Textron Financial
Corporation as administrative agent (incorporated by reference from
exhibit to Form 8-K filed April 29, 2005).
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.
30
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
American Skiing Company
Date: June 15, 2005
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)