January 31, 2005
By U.S. Mail and Facsimile [ (435) 615 - 4780 ]
Mr. William J. Fair
President and Chief Executive Officer
AMERICAN SKIING COMPANY
136 Heber Avenue, #303
P.O. Box 4552
Park City, Utah 84060
Re: American Skiing Company
Annual Report on Form 10-K (fiscal year ended July 25, 2004)
Quarterly Report on Form 10-Q (quarter ended October 24,
2004)
File No. 1-13507
Dear Mr. Fair:
We have reviewed the above referenced filings based upon an
examination restricted solely to considerations of Selected
Financial
Data, Management`s Discussion and Analysis, and the Financial
Statements and have the following comments. Where indicated, we
think you should revise your documents in response to these
comments
in future filings with us. Please confirm that such comments will
be
complied with. If you disagree, we will consider your explanation
as
to why our comments are inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation. In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure. After
reviewing the information, we may or may not raise additional
comments.
Pursuant to Rule 101(a)(3) of Regulation S-T, your response
should be submitted in electronic form, under the label "corresp,"
within 15 business days of the date of this letter.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We welcome any questions you may have about our comments or any
other
aspect of our review. Feel free to call us at the telephone
numbers
listed at the end of this letter.
January 31, 2005
Mr. William J. Fair
American Skiing Company
Page 2
FORM 10-K (Fiscal Year Ended July 25, 2004)
Selected Quarterly Operating Results, page 37
1. We note your disclosure of the adoption of EITF 03-06 and that
you
have retroactively adjusted reported basic and diluted net income
per
common share for the third quarters of fiscal 2003 and fiscal
2004.
Supplementally, explain to us in detail how you implemented and
applied this EITF in the calculation of basic and net income per
common share for each applicable fiscal quarter. Also, explain
why
no disclosure had been provided in the audited notes to your
financial statements, such as within the discussion of "Earnings
Per
Share". Was this change disclosed in any previously filed
document?
If it was not, please supplementally explain why related
disclosures
were considered necessary.
Financial Statements
Note 2. Summary of Significant Accounting Principles, page F-8
Cash and Cash Equivalents and Restricted Cash
2. In future filings, clarify that you consider cash equivalents
to
be those with original maturities of three months or less, rather
than those with a remaining maturity of three months or less. See
paragraph 8 of SFAS No. 95 "Statement of Cash Flows." Also, with
respect to `restricted cash`, reclassify within the statement of
cash
flows to investing activities in future filings, that portion of
restricted cash pertaining to collateral accounts for lenders.
See
paragraph 17 of SFAS No. 95.
Income Taxes
3. In future filings, consideration should be given to providing a
tabular reconciliation of any deferred tax assets and liabilities,
and valuation allowance to the line items of the financial
statements
Recently Issued Accounting Standards
4. You state that, as a result of adopting SFAS 150, approximately
$299 million was reclassified to liabilities in the consolidated
balance sheet in the first quarter of fiscal 2004. It appears,
from
page F-23, that the Series C-1 preferred stock is mandatorily
redeemable in July 2007. Prior to that date, it is convertible
into
common stock at a price of $1.25 per share. Given these
contractual
terms, please supplementally explain how your reclassification was
consistent with the guidance in paragraph A9 in Appendix A of SFAS
150.
January 31, 2005
Mr. William J. Fair
American Skiing Company
Page 3
Note 15. Business Segment Information, pages F-29 - F-31
5. You state that the resorts satisfy the aggregation criteria set
forth in SFAS 131 because their operations are similar. You
evaluate
their performance on the same basis of profit or loss from
operations, they produce similar margins and they attract the same
class of customer. In order to be eligible for aggregation,
significant operating segments should sell similar goods and
services, created with similar production processes, to similar
customers using similar distribution systems in similar regulatory
environments. These segments must also have similar economic
characteristics and aggregation must be consistent with the
objectives and principles of the standard. We believe that the
aggregation criteria set forth in paragraph 17 of SFAS 131 present
a
high hurdle. Please supplementally tell us more about why you
believe your material segments should be combined. Provide a
detailed explanation of why you believe each one of your material
operating segments fulfills each of the requirements referenced
above. In this regard, based upon our review of MD&A and of the
narrative sections of your filing, it appears that it may be it
may
be more appropriate to separately present resorts on a regional
basis, at a minimum. We also note that certain resorts appear to
have golf courses and conference facilities while others do not.
There appear to be differences in snow conditions and skier visits
appear to vary between regions or resorts. Your activities at the
Canyons in Utah appear to be subject to "performance benchmarks"
under an agreement with local authorities. Accordingly, your
response should provide detailed numerical support for your
determination that each of your material operating segments has
"similar economic characteristics." We may have further comment
upon
review of your response.
FORM 10-Q (Quarter Ended October 24, 2004), As Amended
Note 2. Significant Accounting Policies, page 8
Accounting for Variable Interest Entities
6. In future filings, disclose the acquisition price for your 49%
interest in SS Associates, LLC, including, if material, an
allocation
of the purchase price.
Other
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
January 31, 2005
Mr. William J. Fair
American Skiing Company
Page 4
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
Closing
You may contact Ms. Beverly A. Singleton, Staff Accountant,
at
(202) 942-1912, or Ms. Margery Reich, Senior Staff Accountant, at
(202) 942-1839 if you have questions regarding comments on the
financial statements and related matters. Please contact me at
(202)
942-1995 with any other questions.
Sincerely,
David R. Humphrey
Accounting Branch Chief
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