Long-term Debt | 6 Months Ended |
Oct. 31, 2014 |
Long-term Debt [Abstract] | |
Long-term Debt | Note 4. Long‑term Debt |
Long‑term debt at October 31, 2014, April 30, 2014 and pro forma consisted of borrowings pursuant to the loans and other credit facilities discussed below, as follows (dollars in thousands): |
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| | October 31, 2014 | | April 30, 2014 | | | Pro Forma after debt restructure |
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Attitash/Mount Snow Debt; payable in monthly interest only payments at an increasing interest rate (10.93% at October 31, 2014 and April 30, 2014); remaining principal and interest due on April 3, 2027 | | $ | 63,500 | | $ | 63,500 | | $ | 51,050 |
Mount Snow Development Debt; payable in monthly interest‑only payments at 10.00%; remaining principal and interest due April 1, 2016 | | | 42,907 | | | 42,907 | | | - |
Credit Facility Debt; payable in monthly interest only payments at an increasing interest rate (9.98% at October 31, 2014 and April 30, 2014); remaining principal and interest due on October 29, 2027 | | | 47,029 | | | 47,029 | | | 37,562 |
Crotched Mountain Debt; payable in monthly interest only payments at an increasing interest rate (10.27% at October 31, 2014 and April 30, 2014); remaining principal and interest due on March 10, 2027 | | | 10,972 | | | 10,972 | | | - |
Sycamore Lake (Alpine Valley) Debt; payable in monthly interest only payments at an increasing interest rate (10.20% at October 31, 2014 and April 30, 2014); remaining principal and interest due on December 19, 2032 | | | 4,550 | | | 4,550 | | | 4,550 |
Wildcat Mountain Debt; payable in monthly installments of $27,300, including interest at a rate of 4.00%, with remaining principal and interest due on December 22, 2020 | | | 3,877 | | | 3,962 | | | 3,877 |
Other debt | | | 2,125 | | | 2,311 | | | 2,125 |
| | | 174,960 | | | 175,231 | | | 99,164 |
Less: current maturities | | | 557 | | | 579 | | | 557 |
| | $ | 174,403 | | $ | 174,652 | | $ | 98,607 |
See Note 8, “Subsequent Events” for a discussion of the restructure of a portion of the Company’s long-term debt. |
The Attitash/Mount Snow Debt due April 3, 2027 in the foregoing table represents amounts borrowed by the Company as follows: |
•$15.7 million borrowed pursuant to a Loan Agreement entered into by and between the Company, as borrower, and EPT Mount Attitash, Inc., as lender, dated as of April 4, 2007, as evidenced by a promissory note in the amount of $15.7 million dated as of April 4, 2007 and modified on October 30, 2007 (collectively, the “Attitash Loan Documents”); and |
•$59.0 million borrowed pursuant to a Loan Agreement entered into by and between the Company, as borrower, and EPT Mount Snow, Inc., as lender, dated as of April 4, 2007, as modified by the First Modification Agreement by and between such parties, dated as of June 30, 2009 (the “Mount Snow First Modification Agreement”), as evidenced by an amended and restated promissory note in the amount of $59.0 million, dated as of June 30, 2009 (collectively, the “Mount Snow Loan Documents”). |
The Company entered into the Attitash Loan Documents and Mount Snow Loan Documents in connection with the 2007 acquisitions of Attitash and Mount Snow. In addition to the funds borrowed on the date of the acquisitions, the Attitash Loan Documents and the Mount Snow Loan Documents provided for $25.0 million of additional borrowing capacity as of the date of the acquisitions to be drawn to fund improvements and capital expenditures at Attitash and Mount Snow, subject to the approval of the lender. At October 31, 2014, $10.0 million remained available to fund approved capital expenditures and improvements in future years. |
The $59.0 million borrowed pursuant to the Mount Snow Loan Documents includes $1.2 million of additional funds available under the Mount Snow First Modification Agreement to be used for purposes stipulated by such agreement or other purposes as approved by the lender. No borrowings have been made under this arrangement. |
Commencing April 1, 2008 and each April 1 thereafter, the interest rates relating to the debt outstanding under the Attitash Loan Documents and Mount Snow Loan Documents will increase from the prior interest rate measurement date by the lesser of three times the percentage increase in the Consumer Price Index (“CPI”) or a factor of 1.015 (the “Capped CPI Index”) unless specified debt service coverage ratios are maintained for a period of two consecutive years. If the target debt service coverage ratios are attained and maintained, the interest rate will be 100 basis points lower than it otherwise would have been. For the six months ended October 31, 2014 and the year ended April 30, 2014, the Company has not maintained the specified debt service coverage ratios, and therefore, the interest rates have increased. The target debt service coverage ratio for the six months ended October 31, 2014 and the fiscal year ended April 30, 2014 is 2.0 to 1.0 under both the Mount Snow Loan Documents and the Attitash Loan Documents. |
The table below illustrates the range of potential interest rates for each of the next five years assuming rates are to increase by the Capped CPI Index annually: |
Attitash/Mount Snow Debt |
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| | | Specific Debt Service | | | | |
| | | Coverage | | | | |
Rate Effective at April 1: | | | Attained | | Not Attained | | | | |
2014 | | | 9.93% | | 10.93% | | | | |
2015 | | | 10.09% | | 11.09% | | | | |
2016 | | | 10.24% | | 11.26% | | | | |
2017 | | | 10.39% | | 11.43% | | | | |
2018 | | | 10.54% | | 11.60% | | | | |
The Capped CPI Index is an embedded derivative, but the Company has concluded that the derivative does not require bifurcation and separate presentation at fair value because the Capped CPI Index was determined to be clearly and closely related to the debt instrument. |
The Attitash Loan Documents and the Mount Snow Loan Documents provide for additional interest payments under certain circumstances. Specifically, if the gross receipts of the respective property during any fiscal year exceed an amount determined by dividing the amount of interest otherwise due during that period by 12%, an additional interest payment equal to 12% of such excess is required. Similar to the minimum required interest payments as described above, the parties have agreed that if specific target debt service coverage ratios are achieved for two consecutive years and are maintained, the interest rate used in determining both the amount of the excess gross receipts and the rate applied thereto would be reduced to 11%. No additional interest payments were due for the six months ended October 31, 2014 and the year ended April 30, 2014. |
The Mount Snow Development Debt due April 1, 2016 represents obligations incurred to provide financing for the acquisition of land at Mount Snow that is in development stages. On April 4, 2007, the Company and Mount Snow, Ltd., as borrowers, entered into a promissory note in favor of EPT Mount Snow, Inc., as lender, in the amount of $25.0 million, which was later modified by (i) the Modification Agreement dated as of April 1, 2010 to increase the amount of funds available to $41.0 million, (ii) the Second Modification Agreement dated as of July 13, 2012 to change the maturity date to April 1, 2013, and (iii) the Third Modification Agreement dated as of April 1, 2013 to change the maturity date to April 1, 2016 and to acknowledge the outstanding principal and interest owing under the promissory note as of April 1, 2013 (approximately $42.9 million) (collectively, the “Mount Snow Development Loan Documents”). The outstanding balance under the Mount Snow Development Loan Documents accrues interest at a rate of 10.00% annually. Principal payments are required to be made from all proceeds from any sale of development land at Mount Snow with any remaining principal due at maturity. |
The Credit Facility Debt due October 29, 2027 represents amounts due pursuant to the Amended and Restated Credit and Security Agreement, dated as of October 30, 2007, among the Company and certain of its affiliates, as borrowers, and EPT Ski Properties, Inc., as lender (the “Credit Facility Agreement”), as modified by the terms of the Loan Agreement among the parties dated July 13, 2012. In connection with entry into the Credit Facility Agreement, the borrowers executed an amended and restated promissory note, dated as of October 30, 2007, in the amount of $31.0 million, which was later modified by (i) a second amended and restated promissory note, dated as of August 5, 2008, which increased the amount of funds available to $41.0 million, (ii) a third amended and restated promissory note, dated as of December 15, 2011, which increased the amount available to $50.0 million, (iii) a fourth amended and restated promissory note, dated as of May 14, 2012, which increased the amount available to approximately $53.0 million, and (v) a fifth amended and restated promissory note, dated as of July 13, 2012, which increased the amount available to approximately $56.0 million (collectively with the Credit Facility Agreement, the “Credit Facility Documents”). At October 31, 2014, approximately $9.0 million remained available under the Credit Facility Documents for approved capital expenditures. The interest rate for borrowings under the Credit Facility Documents increases each October 1 during the term of the Credit Facility Documents, such increase to be the lesser of two times the increase in the CPI or Capped CPI Index. |
On each of October 30, 2007 and November 19, 2012, the Company entered into Option Agreements with EPT Ski Properties, Inc., a subsidiary of its lender, Entertainment Properties Trust, Inc., pursuant to which EPT Ski Properties, Inc. has the option to (i) purchase Hidden Valley, Snow Creek, Brandywine, Boston Mills, Alpine Valley and the portion of Paoli Peaks that the Company owns, at the prices set forth in the Option Agreements, and (ii) assume the Company’s lease relating to the portion of Paoli Peaks that the Company leases. According to the terms of the Option Agreements, EPT Ski Properties, Inc. may exercise its option relating to one or more properties on or after April 11, 2011 until the Company satisfies its obligations under the Credit Facility Documents. If EPT Ski Properties, Inc. exercises its option with respect to any of the properties, it is required under the Option Agreements to immediately lease or sublease such properties back to the Company on substantially the same terms as the existing financing or lease arrangements relating to the properties. |
Over the years, the Company has depreciated the book value of these properties pursuant to applicable accounting rules, and as such, it has a low basis in the properties. As a result, the Company will realize significant gains on the sale of the properties to EPT Ski Properties, Inc. if the option is exercised. The Company will be required to pay capital gains tax on the difference between the purchase price of the properties and the tax basis in the properties, which is expected to be a substantial cost. To date, EPT Ski Properties, Inc. has not exercised the option. |
The Crotched Mountain Debt due March 10, 2027 noted in the table above represents amounts due to EPT Crotched Mountain, Inc. pursuant to a promissory note made by SNH Development, Inc., the Company’s wholly‑owned subsidiary. The promissory note, dated as of March 10, 2006 (the “Crotched Mountain Note”), was made in the principal amount of $8.0 million, the proceeds of which were used to pay off all outstanding debt secured by the Crotched Mountain ski resort and for general working capital purposes. The Crotched Mountain Note was amended on July 13, 2012 to increase the funds available to approximately $11.0 million. The interest rate applicable to the outstanding debt under the Crotched Mountain Note increases each April 1 during the term of the Crotched Mountain Note, such increase to be the lesser of the rate of interest in the previous year multiplied by the Capped CPI Index or the sum of the rate of interest in the previous year plus the product of (x) the rate of interest in the previous year and (y) the percentage increase in the CPI from the CPI in effect on April 1 of the current year over the CPI in effect on the April 1 of the immediately preceding year. |
The Sycamore Lake (Alpine Valley) Debt due December 19, 2032 represents amounts due to EPT Ski Properties, Inc. pursuant to the Loan Agreement between Sycamore Lake, Inc. and EPT Ski Properties, Inc., dated as of November 19, 2012, as modified by the First Amendment to Loan Agreement dated July 26, 2013. On November 19, 2012, Sycamore Lake entered into a promissory note in favor of EPT Ski Properties, Inc. (the “Sycamore Lake (Alpine Valley) Note”) in the principal amount of approximately $5.1 million, the proceeds of which were used to acquire the outstanding stock of Sycamore Lake, Inc. and to finance the expansion of the Alpine Valley ski resort. The interest rate applicable to the outstanding debt under the Sycamore Lake (Alpine Valley) Note increases each December 19 during the term of the Sycamore Lake (Alpine Valley) Note, such increase to be the lesser of three times the percentage increase in the CPI from the previous December 19 or 2.0%. |
The debt agreements discussed above contain various restrictions, including distributions. The Company may declare and pay cash dividends to its shareholders as long as no Potential Default or Event of Default, as defined in the Security Agreement, exists prior to or as a result from paying a dividend. |
The table below illustrates the potential interest rates applicable to the Company’s fluctuating interest rate debt for each of the next five years, assuming rates increase by the Capped CPI Index: |
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| | | Credit | | Crotched | | Sycamore Lake | | |
Rate effective April 1: | | | Facility Debt | | Mountain Debt | | (Alpine Valley) | | |
2014 | | | 9.98% | | 10.27% | | 10.20% | | |
2015 | | | 10.13% | | 10.42% | | 10.40% | | |
2016 | | | 10.28% | | 10.58% | | 10.61% | | |
2017 | | | 10.43% | | 10.74% | | 10.82% | | |
2018 | | | 10.59% | | 10.90% | | 11.04% | | |
The Wildcat Mountain Debt due December 22, 2020 represents amounts owed pursuant to a promissory note in the principal amount of $4.5 million made by WC Acquisition Corp. in favor of Wildcat Mountain Ski Area, Inc., Meadow Green‑Wildcat Skilift Corp. and Meadow Green‑Wildcat Corp. (the “Wildcat Note”). The Wildcat Note, dated November 22, 2010, was made in connection with the acquisition of Wildcat Mountain, which was effective as of October 20, 2010. The interest rate as set forth in the Wildcat Note is fixed at 4.00%. |
Substantially all of the Company’s assets serve as collateral for the Company’s long‑term debt. |
Future aggregate annual principal payments under all indebtedness are as follows (in thousands): |
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| | | 31-Oct-14 | | | Pro Forma (Note 8) | | | |
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2015 | | $ | 557 | | $ | 557 | | | |
2016 | | | 43,469 | | | 562 | | | |
2017 | | | 816 | | | 816 | | | |
2018 | | | 546 | | | 546 | | | |
2019 | | | 599 | | | 599 | | | |
Thereafter | | | 128,973 | | | 96,084 | | | |
| | $ | 174,960 | | $ | 99,164 | | | |
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