UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A
Amendment No. 1
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the quarterly period ended October 24, 2004
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the transition period from____________ to ____________.
--------------------------------
Commission File Number 1-13507
--------------------------------
American Skiing Company
(Exact name of registrant as specified in its charter)
Delaware 04-3373730
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
136 Heber Avenue, #303
P.O. Box 4552
Park City, Utah 84060
(Address of principal executive offices)
(Zip Code)
(435) 615-0340
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report.)
Indicate by checkmark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined by Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
The number of shares outstanding of each of the issuer's classes of common stock
were 14,760,530 shares of Class A common stock, $.01 par value, and 16,977,653
shares of common stock, $.01 par value, as of November 28, 2004.
American Skiing Company and Subsidiaries
EXPLANATORY NOTE
This Amendment No. 1 to the Quarterly Report on Form 10-Q/A for
American Skiing Company (the Company) for the quarterly period ended October 24,
2004, is being filed to correct the item described below contained in the
Company's Quarterly Report on Form 10-Q originally filed with the Securities and
Exchange Commission on December 8, 2004.
The sole purpose of this amendment is to correct a typographical error
in the Condensed Consolidated Statement of Operations for the 13 weeks ended
October 24, 2004. The correct amount (in thousands) for the line item "Net loss
available to common shareholders" should be $(37,720). All other numbers in this
Condensed Consolidated Statement of Operations are correct as originally stated.
No other changes have been made to the Form 10-Q as originally filed.
2
American Skiing Company and Subsidiaries
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 October 26, 2003 and
October 24, 2004 (unaudited)...................................4
Condensed Consolidated Balance Sheets as of July 25, 2004
and October 24, 2004 (unaudited).................................5
Condensed Consolidated Statements of Cash Flows for the 13 weeks
ended October 26, 2003 and October 24, 2004 (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
Resort Senior Credit Facility Restructuring..........................20
Liquidity and Capital Resources......................................20
Results of Operations................................................24
Item 3. Quantitative and Qualitative Disclosures
About Market Risk...............................................25
Item 4. Controls and Procedures..............................................25
Part II - Other Information
Item 1. Legal Proceedings....................................................26
Item 3. Defaults Upon Senior Securities......................................26
Item 6. Exhibits............................................................26
3
American Skiing Company and Subsidiaries
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
October 26, 2003 October 24, 2004
(unaudited) (unaudited)
Net revenues:
Resort $ 16,128 $17,820
Real estate 2,345 1,726
------------------- -------------------
Total net revenues 18,473 19,546
------------------- -------------------
Operating expenses:
Resort 22,525 23,609
Real estate 1,658 1,108
Marketing, general and administrative 10,280 10,817
Restructuring and asset impairment 137 -
Depreciation and amortization 2,303 2,279
------------------- -------------------
Total operating expenses 36,903 37,813
------------------- -------------------
Loss from operations (18,430) (18,267)
Interest expense, net 22,828 19,453
------------------- -------------------
Net loss available to common shareholders $(41,258) $(37,720)
=================== ===================
Accumulated deficit, beginning of period $(515,063) $(543,565)
Net loss available to common shareholders (41,258) (37,720)
------------------- -------------------
Accumulated deficit, end of period $(556,321) $(581,285)
=================== ===================
Basic and diluted net loss per common share:
Net loss available to common shareholders $ (1.30) $ (1.19)
=================== ===================
Weighted average common shares outstanding - basic and diluted 31,738,183 31,738,183
See accompanying notes to Condensed Consolidated Financial Statements.
4
American Skiing Company and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands, except share and per share amounts)
July 25, 2004 October 24, 2004
(unaudited) (unaudited)
Assets
Current assets
Cash and cash equivalents $ 7,024 $ 7,771
Restricted cash 4,846 3,001
Accounts receivable, net 5,628 7,515
Inventory 3,628 6,239
Prepaid expenses 3,132 5,665
Deferred income taxes 6,354 6,354
Other current assets 599 500
----------------- ------------------
Total current assets 31,211 37,045
Property and equipment, net 353,509 358,967
Real estate developed for sale 25,024 24,767
Intangible assets, net 6,365 6,350
Deferred financing costs, net 3,933 3,461
Other assets 10,758 10,023
----------------- ------------------
Total assets $430,800 $440,613
================= ==================
(continued on next page)
See accompanying notes to Condensed Consolidated Financial Statements.
5
American Skiing Company and Subsidiaries
Condensed Consolidated Balance Sheets (continued)
(In thousands, except share and per share amounts)
July 25, 2004 October 24, 2004
(unaudited) (unaudited)
Liabilities, Mandatorily Redeemable Preferred Stock, and Shareholders' Deficit
Current liabilities
Current portion of long-term debt $ 45,191 $ 48,309
Current portion of subordinated notes and debentures - -
Accounts payable and other current liabilities 44,604 46,818
Deposits and deferred revenue 13,144 41,157
Mandatorily Redeemable Convertible 10 1/2% Series A Preferred Stock, par value of
$0.01 per share; 40,000 shares authorized; 36,626 shares issued and outstanding,
including cumulative dividends (redemption value of $73,947 and $0, respectively) 73,947 -
----------------- ------------------
Total current liabilities 176,886 136,284
Long-term debt, net of current portion 74,384 75,747
Subordinated notes and debentures, net of current portion and discount 142,260 142,842
Other long-term liabilities 4,007 4,532
Deferred income taxes 6,354 6,354
Mandatorily Redeemable Convertible 10 1/2% Series A Preferred Stock, par value of $0.01
per share; 40,000 shares authorized; 36,626 shares issued and outstanding,
including cumulative dividends (redemption value of $0 and $75,867, respectively) - 75,867
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
$58,063, respectively) 55,880 57,594
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 $221,822, respectively) 211,991 220,075
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 671,762 719,295
----------------- ------------------
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) (581,285)
----------------- ------------------
Total shareholders' deficit (240,962) (278,682)
----------------- ------------------
Total liabilities, mandatorily redeemable preferred stock, and shareholders' $ 430,800 $ 440,613
deficit ================= ==================
See accompanying notes to Condensed Consolidated Financial Statements.
6
American Skiing Company and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In thousands)
13 weeks ended 13 weeks ended
October 26, 2003 October 24, 2004
(unaudited) (unaudited)
Cash flows from operating activities
Net loss $ (41,258) $ (37,720)
Adjustments to reconcile net loss to net cash provided by (used in) operating
activities:
Depreciation and amortization 2,303 2,279
Amortization of deferred financing costs, amortization of original issue
discount, and accretion of discount and dividends on mandatorily
redeemable preferred stock 11,303 12,384
Non-cash interest on junior subordinated notes 416 463
Non-cash compensation expense 70 76
Gain from sale of assets (392) (295)
Decrease (increase) in assets:
Restricted cash (586) 1,845
Accounts receivable, net 332 (1,887)
Inventory (3,080) (2,611)
Prepaid expenses (1,718) (2,533)
Real estate developed for sale 725 257
Other assets (38) 834
Increase (decrease) in liabilities:
Accounts payable and other current liabilities 8,667 2,214
Deposits and deferred revenue 20,603 28,013
Other long-term liabilities (24) 449
------------------- ------------------
Net cash (used in) provided by operating activities (2,677) 3,768
------------------- ------------------
Cash flows from investing activities
Capital expenditures (3,407) (7,897)
Proceeds from sale of assets 404 470
------------------- ------------------
Net cash used in investing activities (3,003) (7,427)
------------------- ------------------
Cash flows from financing activities
Proceeds from resort senior credit facilities 14,832 13,604
Repayment of resort senior credit facilities (9,911) (10,527)
Proceeds from long-term debt - 2,550
Repayment of long-term debt (241) (279)
Proceeds from real estate debt 1,877 -
Repayment of real estate debt (1,369) (867)
Deferred financing costs - (75)
------------------- ------------------
Net cash provided by financing activities 5,188 4,406
------------------- ------------------
Net (decrease) increase in cash and cash equivalents (492) 747
Cash and cash equivalents, beginning of period 6,596 7,024
------------------- ------------------
Cash and cash equivalents, end of period $ 6,104 $ 7,771
=================== ==================
Supplemental disclosure of cash flow information:
Cash paid for interest 8,032 2,756
See accompanying notes to Condensed Consolidated Financial Statements.
7
American Skiing Company and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
1. General
American Skiing Company (ASC) is organized as a holding company and
operates through various subsidiaries (collectively, the Company). The Company
reports its results of operations in two business segments, resort operations
and real estate operations. The Company's fiscal year is a fifty-two week or
fifty-three week period ending on the last Sunday of July. Fiscal 2005 is a
fifty-three week reporting period and fiscal 2004 was a fifty-two week reporting
period, with each quarter consisting of 13 weeks, with the exception of the
second quarter of fiscal 2005, which consists of 14 weeks. The accompanying
unaudited condensed consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim financial information and with the instructions to Form 10-Q
and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by 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 due to 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
depreciated 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
American Skiing Company and Subsidiaries
As of July 25, 2004 and October 24, 2004, other intangible assets consist of
the following (in thousands):
------------------------------------------------------------------
July 25, 2004 October 24, 2004
------------------------------------------------------------------
Definite-lived Intangible Assets:
Lease agreements $ 1,853 $ 1,853
Less accumulated amortization (346) (361)
---------------- ----------------
1,507 1,492
Indefinite-lived Intangible Assets:
Trade names 170 170
Water rights 4,688 4,688
---------------- ----------------
Intangible Assets, net $ 6,365 $ 6,350
------------------------------------------------------------------
Amortization expense related to intangible assets was approximately
$14,000 for both the 13 weeks ended October 26, 2003 and the 13 weeks ended
October 24, 2004. Future amortization expense related to definite-lived
intangible assets is estimated to be approximately $58,000 for each of the next
five fiscal years.
Long-Lived Assets
In accordance with SFAS No. 144, long-lived assets, such as property
and equipment, and definite-lived intangibles are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. Recoverability of assets to be held and used is
measured by a comparison of the carrying amount of an asset to the estimated
undiscounted future cash flows expected to be generated by the asset. If the
carrying amount of an asset exceeds its estimated future cash flows, an
impairment charge is recognized in the amount by which the carrying amount of
the asset exceeds the fair value of the asset. Assets to be disposed of are
reported at the lower of the carrying amount or fair value less costs to sell,
and depreciation ceases.
Revenue Recognition
Resort revenues include sales of lift tickets, 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. At October 24, 2004, 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
(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
October 24, 2004 in connection with options exercised. The remaining $0.5
9
American Skiing Company and Subsidiaries
million tax bonus liability is reflected in accounts payable and other current
liabilities in the accompanying consolidated balance sheet as of October 24,
2004. The remainder of these original $2.00 options (160,480 shares) were
granted under the Plan to certain members of management and were vested 20% on
the date of grant and vest ratably to 100% over the following four years. For
the 13 weeks ended October 26, 2003 and October 24, 2004, the Company recognized
no stock compensation expense relating to these options.
The following table summarizes information about the stock options
outstanding under the Plan as of October 24, 2004:
- --------------------------------------------------------------------------------
Weighted
Average
Remaining Weighted
Range of Contractual Average Weighted
Exercise Life (in Exercise Average
Prices Outstanding years) Price Exercisable Exercise Price
- --------------------------------------------------------------------------------
$0.72 25,000 6.7 $ 0.72 25,000 $ 0.72
1.75 - 2.50 1,420,337 5.4 2.11 1,385,003 2.11
3.00 - 4.00 1,449,250 5.4 3.17 1,430,750 3.18
7.00 - 8.75 735,750 4.0 7.19 733,050 7.19
14.19 - 18.00 190,850 3.0 17.55 190,850 17.55
------------ ------------
3,821,187 5.0 $ 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 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
October 26, 2003 October 24, 2004
--------------------------------------------------------------------------
Net loss available to common shareholders
As reported $(41,258) $(37,720)
Stock-based employee compensation
determined under fair-value method
for all awards, net of tax (119) (34)
--------------- -----------------
Pro forma $(41,377) $(37,754)
=============== =================
Basic and diluted net loss per common share
As reported $ (1.30) $ (1.19)
Pro forma $ (1.30) $ (1.19)
--------------------------------------------------------------------------
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 weeks ended October 26, 2003 and October 24, 2004.
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.
10
American Skiing Company and Subsidiaries
Among other changes, the revisions of FIN No. 46R (a) clarified some
requirements of the original FIN No. 46, which had been issued in January 2003,
(b) eased some implementation problems, and (c) added new scope exceptions. The
Company, through one of its subsidiaries, acquired a 49% interest in SS
Associates, LLC (SS Associates) in October 2004. In accordance with FIN No. 46R
and APB No. 18, the Company consolidates SS Associates as SS Associates meets
the requirements of a variable interest entity for which it is the primary
beneficiary.
SS Associates purchased a building in October 2004 for approximately
$3.5 million (including costs to close) through cash and long-term debt of
approximately $2.6 million. The loan is secured by the building and has 59
monthly payments of approximately $29,000 and a final payment in October 2009 of
approximately $1.5 million and bears interest at 6.5%. SS Associates is
obligated on the loan, but none of the Company's remaining subsidiaries are
obligated. SS Associates leases the building to the Company for approximately
$0.5 million per year. The non-ASC interest of approximately $0.4 million
in SS Associates (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 October 24, 2004.
Reclassifications
Certain amounts in the prior periods' financial statements and related
notes have been reclassified to conform to the current periods' presentation.
3. Net Loss per Common Share
Net loss per common share for the 13 weeks ended October 26, 2003 and
October 24, 2004, respectively, was determined based on the following data (in
thousands):
- --------------------------------------------------------------------------------
13 weeks ended 13 weeks ended
October 26, 2003 October 24, 2004
- --------------------------------------------------------------------------------
Loss
Net loss $ (41,258) $ (37,720)
================= ===============
Shares
Weighted average common shares
outstanding - basic and diluted 31,738 31,738
================= ===============
- --------------------------------------------------------------------------------
As of October 26, 2003 and October 24, 2004, the Company had 14,760,530
shares of its Class A common stock outstanding, which are convertible into
shares of the Company's common stock. The shares of the Company's common stock
issuable upon conversion of the shares of the Company's Class A common stock
have been included in the calculation of the weighted average common shares
outstanding. As of October 26, 2003 and October 24, 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 mandatorily redeemable convertible
participating 12% preferred stock (Series C-1 Preferred Stock) outstanding, both
of which are convertible into shares of the Company's common stock. If converted
at their liquidation preferences as of October 26, 2003 and October 24, 2004,
these convertible preferred shares would convert into approximately 45,285,000
and 50,887,000 shares of common stock, respectively. For the 13 weeks ended
October 26, 2003 and October 24, 2004, the common shares into which these
preferred securities are convertible have not been included in the dilutive
share calculation as the impact of their inclusion would be anti-dilutive. The
Company also had 3,821,187 options outstanding to purchase shares of its common
stock under the Plan as of October 26, 2003 and October 24, 2004, respectively.
These stock options are excluded from the dilutive share calculation as the
impact of their inclusion would be anti-dilutive.
4. Segment Information
In accordance with SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information" (SFAS No. 131), the Company has classified
its operations into two business segments, resorts and real estate. Revenues at
each of the resorts are derived from the same lines of business which include
lift ticket sales, food and beverage, retail sales including rental and repair,
skier development, lodging and property management, golf, other summer
activities and miscellaneous revenue sources. The performance of the resorts is
evaluated on the same basis of profit or loss from operations. Additionally,
11
American Skiing Company and Subsidiaries
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
October 26, 2003 October 24, 2004
-----------------------------------------------------------------------
Revenues:
Resort $ 16,128 $ 17,820
Real estate 2,345 1,726
----------------- -----------------
Total $ 18,473 $ 19,546
================= =================
Net Loss:
Resort $(35,872) $(37,122)
Real estate (5,386) (598)
----------------- -----------------
Total $(41,258) $(37,720)
================= =================
------------------------------------------------------------------------
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 October 24, 2004
------------------------------------------------------------------------
Identifiable Assets:
Resort $ 340,965 $ 352,928
Real Estate 81,804 79,669
---------------- ---------------
$ 422,769 $ 432,597
================ ===============
Assets:
Identifiable assets for segments $ 422,769 432,597
Intangible and deferred income tax
assets not allocated to segments 8,031 8,016
---------------- ---------------
Total consolidated assets $ 430,800 $ 440,613
================ ===============
------------------------------------------------------------------------
5. Long-Term Debt
Resort Senior Credit Facility
ASC and its resort operating subsidiaries entered into an agreement
dated February 14, 2003 with General Electric Capital Corporation (GE Capital)
and CapitalSource Finance LLC (CapitalSource) whereby GE Capital and
CapitalSource provided a $91.5 million senior secured loan facility (the Resort
Senior Credit Facility) including a revolving credit facility (Revolving Credit
Facility), tranche A term loan (Tranche A Term Loan), supplemental term loan
(Supplemental Term Loan), and tranche B term loan (Tranche B Term Loan). The
Resort Senior Credit Facility is secured by substantially all the assets of the
Company (except for the assets of Grand Summit) and the assets of its resort
operating subsidiaries. The Resort Senior Credit Facility consists of the
following:
o Revolving Credit Facility - $40.0 million, including letter of credit
(L/C) availability of up to $5.0 million. The amount of availability
under the Revolving Credit Facility will be correspondingly reduced by
the amount of each L/C issued.
o Tranche A Term Loan - $25.0 million borrowed on the funding date of
February 18, 2003.
o Supplemental Term Loan - $6.5 million borrowed on the funding date of
February 18, 2003.
o Tranche B Term Loan - $20.0 million borrowed on the funding date of
February 18, 2003.
The Revolving Credit Facility, Tranche A Term Loan and Supplemental
Term Loan portions of the Resort Senior Credit Facility mature on April 15, 2006
12
American Skiing Company and Subsidiaries
and bear interest at JPMorgan Chase Bank's prime rate plus 3.25% payable monthly
(8.00% as of October 24, 2004). The Supplemental Term Loan requires payments of
approximately $1.0 million on January 15 and July 15 of each year, and a final
payment of approximately $1.0 million on April 15, 2006. The Tranche B Term Loan
matures on June 15, 2006 and bears interest at JPMorgan Chase Bank's prime rate
plus 5.0% payable monthly (12.25% as of October 24, 2004) with an interest rate
floor of 12.25%. The Resort Senior Credit Facility contains affirmative,
negative and financial covenants customary for this type of credit facility,
which includes maintaining a minimum level of EBITDA, as defined, places an
annual limit on the Company's capital expenditures, requires the Company to have
a zero balance on the Revolving Credit Facility on April 1 of each year prior to
maturity and contains an asset monetization covenant which requires the Company
to refinance the facility or sell assets sufficient to retire the facility on or
prior to December 31, 2005. The Resort Senior Credit Facility also restricts the
Company's ability to pay cash dividends on or redeem its common and preferred
stock.
As of October 24, 2004, the Company had $33.0 million, $25.0 million,
$4.1 million, and $20.0 million of principal outstanding under the Revolving
Credit Facility, Tranche A Term Loan, Supplemental Term Loan, and Tranche B Term
Loan portions of the Resort Senior Credit Facility, respectively. As of October
24, 2004, the Company had $6.7 million available for future borrowings under the
Revolving Credit Facility. As of October 24, 2004, the Company had $0.3 million
of L/C's issued under the Resort Senior Credit Facility. The Company met the
zero balance requirement under the Revolving Credit Facility on April 1, 2004
and was in compliance with all financial covenants of the Resort Senior Credit
Facility through October 24, 2004.
See Note 11 for a description of the recently completed refinancing of
the Resort Senior Credit Facility.
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.
The Senior Construction Loan principal is payable incrementally as
quarter and eighth share unit sales are closed based on a predetermined per unit
amount, which approximates between 70% and 80% of the net proceeds of each
closing. Mortgages against the commercial core units and unsold unit inventory
at the Grand Summit Hotels at The Canyons and Steamboat, a promissory note from
the Steamboat Homeowners Association secured by the Steamboat Grand Summit Hotel
parking garage, and the commercial core unit of the Attitash Bear Peak Grand
Summit Hotel 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. Grand Summit has
assets with a total book value of $67.0 million as of October 24, 2004, which
collateralizes the Senior Construction Loan. 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 approximately $17.9
million as of October 24, 2004 and had an interest rate on funds advanced of
prime plus 3.5%, with a floor of 9.0% (9.0% as of October 24, 2004).
The principal balance outstanding under the Subordinated Construction
Loan was approximately $10.6 million as of October 24, 2004 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 October 24, 2004 was approximately $3.4 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
13
American Skiing Company and Subsidiaries
to repayment. Grand Summit and the lenders also agreed to use their best efforts
to enter into an escrow agreement pursuant to which the appropriate deed-in-lieu
documentation in respect to the Senior Construction Loan and the Subordinated
Construction Loan shall be placed in escrow. Finally, under the Senior
Construction Loan, as amended, the following maximum principal balances must be
outstanding as of the following dates:
December 31, 2004 $17,000,000
March 31, 2005 14,000,000
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 -
Other Long-Term Debt
The Company has approximately $13.4 million of other long-term debt as of
October 24, 2004. This is comprised of approximately $5.0 million of debt held
under capital leases and $8.4 million under other notes payable with various
lenders.
6. Subordinated Notes and Debentures
12% Senior Subordinated Notes
The Company has issued $120.0 million of Senior Subordinated Notes. The
Senior Subordinated Notes are general unsecured obligations of the Company,
subordinated in right of payment to all existing and future senior debt of the
Company, including all borrowings of the Company under its Resort Senior Credit
Facility (see Note 5). The Senior Subordinated Notes are fully and
unconditionally guaranteed by ASC and all of its majority owned or wholly owned
subsidiaries, with the exception of Ski Insurance, Killington West, Ltd.,
Community Water Company, Uplands Water Company and Walton Pond Apartments, Inc.
The above listed subsidiaries that are not guarantors are individually and
collectively immaterial to the Company's balance sheet and results of
operations. The guarantor subsidiaries are wholly owned subsidiaries of ASC and
the guarantees are full, unconditional, and joint and several. ASC is a holding
company with no significant independent assets or operations other than its
interests in the subsidiaries. Some of the guarantor subsidiaries are restricted
in their ability to declare dividends or advance funds to ASC. The Senior
Subordinated Notes mature July 15, 2006, and are currently redeemable at the
option of ASC, in whole or in part. The Senior Subordinated Notes were issued
with an original issue discount of $3.4 million. As of October 24, 2004, the
unamortized original issue discount was approximately $0.9 million. Interest on
the Senior Subordinated Notes is payable semi-annually on January 15 and July 15
of each year. Interest expense on the Senior Subordinated Notes (excluding the
amortization of the original issue discount) amounts to $14.4 million in each
fiscal year. The Company has the option to redeem the Senior Subordinated Notes
at the following prices on the dates noted (expressed as a percentage of face
value):
Through July 14, 2005 101.563%
Thereafter 100.000%
The Senior Subordinated Notes are not subject to a cross-default
resulting from a default by the Company's real estate subsidiaries under certain
debt which is non-recourse to the remainder of the Company, including the Real
Estate Term Facility and the Construction Loan Facility. Furthermore, neither a
bankruptcy nor a judgment against any of the Company's real estate development
subsidiaries will constitute a default under the indenture.
As described in Note 11, the Company repurchased $118.5 million in
principal amount of the Senior Subordinated Notes and called the remaining $1.5
million in principal amount of the Senior Subordinated Notes, each on November
24, 2004.
11.3025% Junior Subordinated Notes
On July 15, 2001, the Company entered into a securities purchase
agreement with Oak Hill Capital Partners 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
Capital Partners 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
14
American Skiing Company and Subsidiaries
Preferred Stock). These Junior Subordinated Notes 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 in August 2007. 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 October 24, 2004, the outstanding balance on the
Junior Subordinated Notes was approximately $17.5 million.
As described in Note 11, on November 24, 2004 an amendment to the
indenture extended the maturity of the Junior Subordinated Notes to May 2012.
Other Subordinated Debentures
Other subordinated debentures owed by the Company to institutions and
individuals as of October 24, 2004 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
Pursuant to a Securities Purchase Agreement (the Series A Agreement)
dated July 2, 1997 (as amended July 16, 1997), the Company issued 17,500 shares
of its Series A 14% Exchangeable Preferred Stock in a private offering to an
institutional investor. Pursuant to the Series A Agreement, the Company issued
$17.5 million aggregate principal amount of its 14% Senior Exchangeable Notes
Due 2002 (the Exchangeable Notes) on July 28, 1997 in a private offering to an
institutional investor. On November 15, 1997, subsequent to the completion of
the offering, each share of Series A 14% Exchangeable Preferred Stock and the
Exchangeable Notes were converted into shares of Mandatorily Redeemable
Convertible 10 1/2% Series A Preferred Stock (Series A Preferred Stock). The
total number of Series A Preferred Stock shares issued in the exchange was
36,626 and each share has a face value of $1,000 per share. As of October 24,
2004, cumulative dividends in arrears totaled approximately $39.2 million.
Under the Series A Agreement, the Series A Preferred Stock shares are
exchangeable at the option of the holder into shares of the Company's common
stock at a conversion price of $17.10 for each common share. The Series A
Preferred Stock was redeemable on November 12, 2002 at an aggregate redemption
price of approximately $61.9 million, which includes the face value of $36.6
million plus approximately $25.3 million of cumulative dividends in arrears, to
the extent that the Company had funds legally available for that redemption. If
the Series A Preferred Stock is not permitted to be redeemed because there are
not legally available funds, the Company must redeem that number of shares of
Series A Preferred Stock which it can lawfully redeem, and from time to time
thereafter, as soon as funds are legally available, the Company must redeem
shares of the Series A Preferred Stock until it has done so in full. Prior to
the November 12, 2002 redemption date, based upon all relevant factors, the
Company's Board of Directors determined not to redeem any shares of stock on the
redemption date.
The Series A Preferred Stock ranks senior in liquidation preference to
all common stock and Class A common stock outstanding as of October 24, 2004 as
well as any common stock and Class A common stock issued in the future.
As part of the refinancing of the Resort Senior Credit Facility on
November 24, 2004 as discussed in Note 11, all outstanding shares of the Series
A Preferred Stock were exchanged for new junior subordinated notes in the
principal amount of $76.7 million. As of October 24, 2004, in accordance with
SFAS No. 6, "Classification of Short-Term Obligations Expected to Be
Refinanced," the carrying amount of the Series A Preferred Stock of $75.9
million has been classified as long-term, based on the Company's intent and
ability to refinance as evidenced by the refinancing discussed above.
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%
15
American Skiing Company and Subsidiaries
Series B Convertible Participating Preferred Stock (Series B Preferred Stock) on
August 9, 1999 to Oak Hill for $150 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-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 October 24,
2004, cumulative dividends in arrears totaled approximately $18.1 million and
$82.4 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 and rank senior in liquidation preference to all common stock
and Class A common stock outstanding as of October 24, 2004, common stock and
Class A common stock issued in the future, 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 October 24, 2004, no shares of Series D Preferred Stock have been
issued. The Series D Preferred Stock is junior in right of preference to the
Series A, 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 Senior Subordinated Notes and Junior
Subordinated Notes, ASC is restricted from paying cash dividends or making other
distributions to its shareholders. As described in Note 11, new junior
subordinated notes also restrict the Company 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
16
American Skiing Company and Subsidiaries
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 ended October 26, 2003
and October 24, 2004, the Company recorded a charge relating to the LTIP of
approximately $0.1 million and $0.1 million, respectively, which is included in
marketing, general and administrative expenses in the accompanying condensed
consolidated statements of operations. The total liability for the LTIP of $0.8
million is included in other long-term liabilities in the October 24, 2004
condensed consolidated balance sheet.
10. Commitments and Contingencies
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.
11. Subsequent Events
The Company entered into an agreement dated November 24, 2004 with GE
Capital and other lenders whereby the lenders have provided a new $230.0 million
senior secured loan facility (New Resort Credit Facility) consisting of a
revolving credit facility and two term loan facilities. The proceeds of the New
Resort Credit Facility were used to refinance the Company's Resort Senior Credit
Facility and the Company's Senior Subordinated Notes as well as to pay fees and
expenses related to the transaction. The New Resort 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 of which approximately $1.1 million
was outstanding on the funding date. The amount of availability under
this facility will be correspondingly reduced by the amount of each
L/C issued. The amount of availability is also reduced for a reserve
to payoff the remaining Senior Subordinated Notes of $1.5 million (see
below) and a reserve for a remaining obligation of $2.14 million in
connection with a legal settlement. As those two obligations are paid,
those reserves will be eliminated.
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 (collectively the
"First Lien Credit Agreement") mature in November 2010 and bear interest, at the
option of the Company, either the prime rate as publicly quoted in the Wall
Street Journal plus 3.5% or at a rate of LIBOR (as defined) plus 4.5%, payable
quarterly (8.5%% as of November 24, 2004). The First Lien Term Loan requires
twenty-three quarterly principal payments of $212,500 beginning on January 15,
2005 and a final payment of approximately $80.1 million in November 2010. The
Second Lien Term Loan matures in November 2011 and bears interest at the prime
rate as publicly quoted in the Wall Street Journal plus 7.0% or at a rate of
LIBOR (as defined) plus 8.0% payable quarterly (12% as of November 24, 2004).
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 New Resort Credit Facility contains affirmative,
negative, and financial covenants customary for this type of credit facility,
which includes maintaining a minimum level of EBITDA, as defined, places a limit
on the Company's capital expenditures, and requires the Company to have a zero
balance on the Revolving Credit Facility on April 1 of each year prior to
maturity. The New Resort 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;
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 New Resort Senior Credit Facility also
restricts the Company's ability to pay cash dividends on or redeem its common or
preferred stock and requires the Company to enter into interest rate swap
agreements for at least 50% of the First Lien Term Loan and the Second Lien Term
Loan within 180 days of the closing of the New Resort Credit Facility.
17
American Skiing Company and Subsidiaries
In conjunction with a New Resort Credit Facility, the Company 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 approximately $120.4 million ($118.5 million in
principal and approximately $1.9 million in a redemption premium) plus accrued
interest of approximately $5.1 million for the tendered Senior Subordinated
Notes. In connection with the tender offer, the Company also solicited consents
from the holders of the Senior Subordinated Notes. On October 22, 2004, Company
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. The Company also called for
redemption on November 24, 2004 all the remaining $1.5 million in principal
amount of outstanding Senior Subordinated Notes.
In addition, as part of the refinancing, the Company entered into an
Exchange Agreement with the holder of the Company's Series A Preferred Stock and
issued approximately $76.7 million of 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
non-cash 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. 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 part of the refinancing, the indenture to the Junior Subordinated
Notes was amended to extend the maturity of the Junior Subordinated Notes to May
2012.
18
American Skiing Company and Subsidiaries
Item 2
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Forward-Looking Statements
Certain statements contained in this report constitute forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended (the Securities Act), and Section 21E of the Securities Exchange Act of
1934, as amended (the Exchange Act). These forward-looking statements are not
based on historical facts, but rather reflect our current expectations
concerning future results and events. Similarly, statements that describe our
objectives, plans or goals are or may be forward-looking statements. We have
tried, wherever possible, to identify such statements by using words such as
"anticipate", "assume", "believe", "expect", "intend", "plan", and words and
terms of similar substance in connection with any discussion of operating or
financial performance. Such forward-looking statements involve a number of risks
and uncertainties. In addition to factors discussed above, other factors that
could cause actual results, performances or achievements to differ materially
from those projected include, but are not limited to, the following: changes in
regional and national business and economic conditions affecting both our resort
operating and real estate segments; competition and pricing pressures; negative
impact on demand for our products resulting from terrorism and availability of
air travel (including the effect of airline bankruptcies); failure to maintain
improvements to resort operating performance at the covenant levels required by
our New Resort Senior Credit Facility; the possibility of domestic terrorist
activities and their respective effects on the ski, golf, resort, leisure and
travel industries; failure of on-mountain improvements and other capital
expenditures to generate incremental revenue; adverse weather conditions
regionally and nationally; changes in weather patterns resulting from global
warming; seasonal business activity; increased gas and energy prices; changes to
federal, state and local regulations affecting both our resort operating and
real estate segments; failure to renew land leases and forest service permits;
disruptions in water supply that would impact snowmaking operations; the loss of
any of our executive officers or key operating personnel; and other factors
listed from time to time in our documents we have filed with the Securities and
Exchange Commission. We caution the reader that this list is not exhaustive. We
operate in a changing business environment and new risks arise from time to
time. The forward-looking statements included in this document are made only as
of the date of this document and under Section 27A of the Securities Act and
Section 21E of the Exchange Act, we do not have or undertake any obligation to
publicly update any forward-looking statements to reflect subsequent events or
circumstances.
General
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 its operating results. Adverse weather conditions, access
route closures, equipment failures, and other developments of even moderate or
limited duration occurring during peak business periods could reduce revenues.
19
American Skiing Company and Subsidiaries
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 new resort
senior credit facility and paid off our existing resort senior credit facility
and a substantial portion of our senior subordinated notes. In addition, our
Series A Preferred Stock was exchanged for new junior subordinated notes. This
refinancing extends the maturity date of these obligations.
The following is our discussion and analysis of financial condition and
results of operations for the 13 weeks ended October 24, 2004. 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.
Resort Senior Credit Facility Restructuring
As described below, the Company refinanced its resort senior credit
facility (Resort Senior Credit Facility) and its 12% senior subordinated notes
(Senior Subordinated Notes) with a new $230 million senior secured resort credit
facility (New Resort Senior Credit Facility).
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 New Resort Senior
Credit Facility on November 24, 2004 and used initial borrowings thereunder to
refinance our Resort Senior Credit Facility and our 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 New Resort Senior Credit
Facility. The total debt outstanding on our New Resort Senior Credit Facility as
of November 28, 2004 was approximately $219.7 million.
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 October 24, 2004, the carrying value
of the total assets that collateralized the Construction Loan Facility was
approximately $67.0 million. The total debt outstanding on the Construction Loan
Facility as of October 24, 2004 was approximately $28.5 million. See "Real
Estate Liquidity - Construction Loan Facility" below.
Resort Liquidity
We entered into an agreement dated November 24, 2004 with GE Capital
and other lenders whereby the lenders have provided a new $230.0 million senior
secured loan facility (New Resort Senior Credit Facility) consisting of a
revolving credit facility and two term loan facilities. The proceeds of the New
Resort Senior Credit Facility were used to refinance our Resort Senior Credit
Facility and our Senior Subordinated Notes as well as to pay fees and expenses
related to the transaction. The New 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 of which approximately $1.1 million
was outstanding on the funding date. The amount of availability under
this facility will be correspondingly reduced by the amount of each
L/C issued. The amount of availability is also reduced for a reserve
to payoff the remaining Senior Subordinated Notes of $1.5 million (see
below) and a reserve for a remaining obligation of $2.14 million in
connection with a legal settlement. As those two obligations are paid,
those reserves will be eliminated.
o First Lien Term Loan - $85.0 million borrowed on the funding date of
November 24, 2004.
20
American Skiing Company and Subsidiaries
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 (collectively the "First
Lien Credit Agreement") mature in November 2010 and bear interest, at our
option, at either the prime rate as publicly quoted in the Wall Street Journal
plus 3.5% or at a rate of LIBOR (as defined) plus 4.5%, payable quarterly (8.5%
as of November 24, 2004). The First Lien Term Loan requires twenty-three
quarterly principal payments of $212,500 beginning on January 15, 2005 and a
final payment of approximately $80.1 million in November 2010. The Second Lien
Term Loan matures in November 2011 and bears interest at the prime rate as
publicly quoted in the Wall Street Journal plus 7.0% or at a rate of LIBOR (as
defined) plus 8.0% payable quarterly (12.0% as of November 24, 2004). 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 New
Resort Senior Credit Facility contains affirmative, negative, and financial
covenants customary for this type of credit facility, which includes maintaining
a minimum level of EBITDA, as defined, places a limit on our capital
expenditures, and requires us to have a zero balance on the Revolving Credit
Facility on April 1 of each year prior to maturity. The New Resort 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; 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
New Resort Senior Credit Facility also restricts our ability to pay cash
dividends on or redeem our common or preferred stock and requires the Company to
enter into interest rate swap agreements for at least 50% of the First Lien Term
Loan and the Second Lien Term Loan within 180 days of the closing of the New
Resort Credit Facility.
In conjunction with a New 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 approximately $120.4 million ($118.5 million in
principal and approximately $1.9 million in a redemption premium) plus accrued
interest of approximately $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.
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
approximately $76.7 million of 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 non-cash
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. 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 its shareholders subject to certain
limited exceptions.
As part of the refinancing, the indenture to the Junior Subordinated
Notes was amended to extend the maturity of the Junior Subordinated Notes to May
2012.
As of November 28, 2004, we had $29.7 million, $85.0 million, and
$105.0 million of principal outstanding under the Revolving Credit Facility,
First Lien Term Loan, and Second Lien Term Loan portions of the New Resort
Senior Credit Facility, respectively. Furthermore, as of November 28, 2004, we
had approximately $1.1 million in outstanding L/Cs with approximately $5.6
million available for future borrowings under the Revolving Facility. We
currently anticipate that the remaining borrowing capacity under the New Resort
Senior Credit Facility will be sufficient to meet our working capital needs
through the end of our first quarter of fiscal 2006.
21
American Skiing Company and Subsidiaries
We closely monitor our operating results that impact our ability to
meet the financial covenants under our New 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 New 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
New 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 New Resort Senior Credit
Facility. Furthermore, our New Resort Senior Credit Facility contain significant
restrictions on our ability to obtain additional sources of capital and may
affect our liquidity. These restrictions include restrictions on the sale of
assets, restrictions on the incurrence of additional indebtedness, and
restrictions on the issuance of preferred stock.
Real Estate Liquidity
To fund working capital and fund its real estate 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 Bear Peak, 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.
The principal is payable incrementally as quarter and eighth share unit
sales are closed based on a predetermined per unit amount, which approximates
between 70% and 80% of the net proceeds of each closing. Mortgages against the
commercial core units and unsold unit inventory at the Grand Summit Hotels at
The Canyons and Steamboat, a promissory note from the Steamboat Homeowners
Association secured by the Steamboat Grand Summit Hotel parking garage, and the
commercial core unit of the Attitash Bear Peak Grand Summit Hotel 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. Grand Summit has assets with a total book value of $67.0
million as of October 24, 2004, which collateralizes the Senior Construction
Loan. 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 approximately $17.9 million as of October 24, 2004 and had an interest
rate on funds advanced of prime plus 3.5%, with a floor of 9.0% (9.0% as of
October 24, 2004) 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 was amended in December 2003 to provide
additional borrowing availability of approximately $0.6 million for a maximum
borrowing capacity under that loan of $10.6 million. The Subordinated
Construction Loan, as amended, matures on November 30, 2007. All $10.6 million
had been borrowed under the Subordinated Construction Loan as of October 24,
2004 and no further borrowings are available under this facility. Accrued
interest on the Subordinated Construction Loan as of October 24, 2004 was
approximately $3.4 million. The Subordinated Construction Loan is secured by the
same collateral which secures the Senior Construction Loan.
22
American Skiing Company and Subsidiaries
The Senior Construction Loan, as amended, must have the following
maximum outstanding principal balances as of the following dates:
December 31, 2004 $17,000,000
March 31, 2005 14,000,000
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 November 28, 2004, the amount outstanding under the Senior
Construction Loan was approximately $17.8 million and there were no borrowings
available under this facility. As of November 28, 2004, the amounts outstanding
under the Subordinated Construction Loan were approximately $10.6 million plus
accrued interest of approximately $3.5 million and there were no borrowings
available under this facility.
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 to be approximately $8.5 million. In
addition, we have tentatively identified an additional $4.0 million of
discretionary capital needs which will likely be pursued in fiscal 2005. There
is a considerable degree of flexibility in the timing and, to a lesser degree,
scope of our growth capital program. Although we can defer specific capital
expenditures for extended periods, continued growth of skier visits, revenues
and profitability will require continued capital investment in on-mountain
improvements.
We finance on-mountain capital improvements through resort cash flows,
capital leases, and our New Resort Senior Credit Facility. The size and scope of
the capital improvement program will generally be determined annually depending
upon the strategic importance and expected financial return of certain projects,
future availability of cash flows from each season's resort operations, and
future borrowing availability and covenant restrictions under the New Resort
Senior Credit Facility. The New Resort Senior Credit Facility places a maximum
level of non-real estate capital expenditures for fiscal 2005 at $15.5 million,
including assets purchased under capital leases, with the ability to increase
this amount if certain conditions are met. We expect that going forward, certain
types of lease agreements that we have historically entered into as operating
leases will be entered into with terms that will qualify them to be treated as
capital leases. We also expect that certain leases that we have already entered
into previously as operating leases will be converted into capital leases. We
believe that these capital expenditure amounts will be sufficient to meet our
non-real estate capital improvement needs for fiscal 2005.
As described above, the Revolving Facility and First Lien Term Loan of
the New Resort Credit Facility mature in November 2010. The First Lien Term Loan
requires quarterly principal payments of $212,500 and a final payment of
approximately $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 also have mandatorily redeemable convertible participating 12%
preferred stock (Series C-1 Preferred Stock) with an accreted value of $58.1
million as of October 24, 2004 and mandatorily redeemable 15% non voting
preferred stock (Series C-2 Preferred Stock) with an accreted value of $221.8
million as of October 24, 2004 which are mandatorily redeemable and mature in
July 2007 to the extent that the Company has 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.
We closely monitor our operating results that impact our ability to
meet the financial covenants under our New 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 New 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
New Resort Senior Credit Facility, we have limited access to alternate sources
of funding.
23
American Skiing Company and Subsidiaries
Results of Operations
For the 13 weeks ended October 26, 2003 compared to
the 13 weeks ended October 24, 2004
Resort Operations:
The components of resort operations for the 13 weeks ended October 26,
2003 and October 24, 2004 are as follows (in thousands):
- --------------------------------------------------------------------------------
13 Weeks ended
------------------------------- ------------
October 26, 2003 October 24, 2004 Variance
--------------- --------------- ------------
Total resort revenues $ 16,128 $ 17,820 $ 1,692
--------------- --------------- ------------
Cost of resort operations 22,525 23,609 1,084
Marketing, general and administrative 10,280 10,817 537
Restructuring charges 137 - (137)
Depreciation and amortization 1,870 1,872 2
Interest expense 17,188 18,644 1,456
--------------- --------------- ------------
Total resort expenses 52,000 54,942 2,942
--------------- --------------- ------------
Loss from resort operations $ (35,872) $ (37,122) $(1,250)
=============== =============== ============
- --------------------------------------------------------------------------------
Resort revenues were approximately $17.8 million, or 10.5%, higher in
the 13 weeks ended October 24, 2004 when compared to the 13 weeks ended October
26, 2003. This is a result of an increase of our lodging related revenues at our
Steamboat and The Canyons resorts, primarily as a result of improved group and
conference business.
Resort expenses for the 13 weeks ended October 24, 2004 were
approximately $2.9 million higher than the same period of fiscal 2004, primarily
as a result of the following:
(i) $1.5 million increase in interest expense due primarily to the
compounding effect of interest expense associated with the accretion
of discount and dividends on mandatorily redeemable preferred stock;
(ii) $1.1 million increase in cost of resort operations due to higher
lodging expenses associated with the higher volume at the hotels of
our Steamboat and The Canyons resorts and an increase in repairs and
maintenance at all resorts over the prior period offset primarily by a
reduction in accruals of certain property taxes; and.;
(iii)$0.5 million increase in marketing, general and administrative
expenses due primarily to the marketing of the new "All For One"
season pass at our eastern resorts.
Recent Trends: Through December 5, 2004, our eastern season pass sales
for the 2004-05 ski season are approximately 48% greater than at the same time
last year due to the introduction of the "All-for-One" eastern resort season
pass. Based on our experience with the Sunday River/Attitash season pass offered
in fiscal 2004, we anticipate a reduction in paid day ticket sales at our
eastern resorts this year due to the "All-for-One" all eastern resort season
pass. Nonetheless, we expect that overall net resort revenues for the eastern
resorts will increase for the year as the result of increases in total ticket
revenue and increased ancillary revenue from increased visitation. However,
actual results could differ from that experience. The western season pass sales
for the 2004-05 ski season are approximately 13% greater than at the same time
last year. Although most of this increase is due to timing differences in
purchase deadlines, we expect to see a modest increase in season pass revenues
in the west in total for fiscal 2005.
Lodging reservation pace and leading indicators for the ski season at
lodging properties reflect increases for both our western and eastern resorts on
a year over year basis. Eastern resorts are experiencing an increase in
reservations for midweek visitation which we believe are as a result of specific
initiatives targeting non-peak periods. Western resort lodging reservations
continue to improve from the prior year as a result of strong conference
business at The Canyons and growth at Steamboat. Although we expect to be near
lodging capacity for the Christmas/New Year holiday period, lodging revenues for
such period are expected to be slightly down as a result of the timing of the
holidays.
24
American Skiing Company and Subsidiaries
Real Estate Operations:
The components of real estate operations are as follows (in thousands):
- --------------------------------------------------------------------------------
13 weeks ended
-------------------------------- ------------
October 26, 2003 October 24, 2004 Variance
--------------- ------------------------------
Total real estate revenues $ 2,345 $ 1,726 $ (619)
--------------- ---------------- ------------
Cost of real estate operations 1,658 1,108 (550)
Depreciation and amortization 433 407 (26)
Interest expense 5,640 809 (4,831)
--------------- ---------------- ------------
Total real estate expenses 7,731 2,324 (5,407)
--------------- ---------------- ------------
Loss from real estate operations $ (5,386) $ (598) $ 4,788
=============== ================ ============
- -------------------------------------------------------------------------------
Real estate revenues decreased by $0.6 million in the 13 weeks ended
October 24, 2004 when compared to the 13 weeks ended October 25, 2003, from $2.3
million to $1.7 million. The decrease was primarily due to a $1.0 million
decrease in unit sales at The Canyons and at Steamboat due to no remaining units
to sale after the auction at The Canyons and a slowdown in sales at Steamboat.
This was offset by an increase in land sales.
Real estate operations loss decreased by $4.8 million, from $5.4
million in the 13 weeks ended October 26, 2003 to $0.6 million in the 13 weeks
ended October 24, 2004. This was primarily a result of the following:
(i) $0.6 million decrease in revenues recognized as discussed above,
(ii) $0.6 million decrease in cost of real estate operations resulting from
the decrease in revenues, and
(iii)$4.8 million decrease in interest expense due to the restructuring if
the real estate credit facility in May 2004.
Recent Trends: Sales volumes at our Grand Summit Hotel at Steamboat
continue to decrease and are slightly behind pace of the prior year. We believe
that this is primarily related to weak economic conditions and the demand for
interval type units. We have recently increased the number of sales personnel at
Steamboat in an effort to increase sales.
Benefit from income taxes:
We recorded no benefit from income taxes for either the 13 weeks ended
October 26, 2003 or the 13 weeks ended October 24, 2004. 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
There have been no material changes in information relating to market
risk since our disclosure included in Item 7A of Form 10-K for the fiscal year
ended July 25, 2004, as filed with the Securities and Exchange Commission on
November 9, 2004. The New Resort Credit Facility requires the Company to enter
into interest rate swap agreements for at least 50% of the First Lien Term Loan
and the Second Lien Term Loan within 180 days of the closing of the facility.
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
25
American Skiing Company and Subsidiaries
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, organized, 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 October 24, 2004 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
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 3
Defaults upon Senior Securities
None.
Item 6
Exhibits
Included herewith are the following exhibits:
Exhibit No. Description
10.1 First Lien Credit Agreement, dated as of November 24, 2004, among the
Company, certain of its domestic subsidiaries, certain lenders, General
Electric Capital Corporation, as administrative agent and collateral agent,
and Credit Suisse First Boston, as syndication agent.
10.2 Second Lien Credit Agreement, dated as of November 24, 2004, among the
Company, certain of its domestic subsidiaries, certain lenders, General
Electric Capital Corporation, as administrative agent and collateral agent,
and Credit Suisse First Boston, as syndication agent.
10.3 Indenture, dated as of November 24, 2004, between the Company and Madeleine
LLC as trustee.
10.4 Sixth Supplemental Indenture, dated as of October 22, 2004, among the
Company, the Guarantors party thereto, and The Bank of New York, as trustee
(incorporated by reference from exhibit to Form 8-K filed October 26,
2004).
10.5 Supplemental Indenture, dated as of November 24, 2004, between the Company
and Oak Hill Capital Partners, L.P. as trustee (incorporated by reference
from exhibit to Form 8-K filed December 1, 2004).
10.6 Exchange Agreement, dated as of October 12, 2004, between the Company and
Madeline LLC.
26
American Skiing Company and Subsidiaries
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.
27
American Skiing Company and Subsidiaries
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
American Skiing Company
Date: December 15, 2004
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)
28