March 21, 2005
Mr. David R. Humphrey
Accounting Branch Chief
Re: American Skiing Company
Supplemental response letter dated February 18, 2005 regarding the
Annual Report on Form 10-K (fiscal year ended July 25, 2004) and
Quarterly Report on Form 10-Q (quarter ended October 24, 2004) File No.
1-13507
Dear Mr. Humphrey:
Thank you for your most recent letter regarding our above-referenced filings. We
have reviewed your correspondence of March 7, 2005 and our responses are set
forth below.
FORM 10-K (Fiscal Year Ended July 25, 2004)
Selected Quarterly Operating Results, page 37
1. Refer to your response to prior comment 1. We note that you refer to
the Series C-1 Preferred Stock as a "participating" security on the
face of your balance sheet (page F-3). However, the narrative
description of these securities (page F-23) does not appear to make
reference to this feature. In future filings, please fully describe the
features of this stock including the specific terms of participation or
supplementally advise us where such description is included in the
footnotes.
Response
The Company will describe the features of the Series C-1 Preferred Stock
including the specific terms of participation in our future filings.
Financial Statements
Note 15. Business Segment Information, pages F-29
2. Refer to your response to prior comment 5. As previously stated, in
order to be eligible for aggregation, similar operating segments must
have similar economic characteristics and aggregation must be
consistent with the objectives and principles of the standard. You have
not addressed the regulatory environments of each of the resorts. Your
response should be detailed and specific and should address, but should
not be limited to the specifics of the agreement with local authorities
relating to the Canyons resort. Further, while we agree that there may
be circumstances where entities qualify for aggregation even though
their current year results may have differed somewhat, we would expect
these differences to be attributable to temporary factors - such as a
temporary problem with a key supplier. We would also expect that an
historical convergence of the performance indicators had already
happened. In reviewing your schedules for the most three fiscal years,
it appears to us that additional information about certain resorts,
such as Steamboat and the Canyons, would add significantly to the
reader's understanding of your financial results and prospects. As
aggregation of all resorts does not appear to be consistent with the
objectives of the statement, it appears that you should revise
accordingly in future filings or advise.
Response
The regulatory environments of our resorts do have similarities. As stated
on page 14 of our 2004 Form 10-K, "We are subject to a wide variety of
federal, state, and local laws and regulations relating to land use and
development and to environmental compliance and permitting obligations,
including those related to the use, storage, discharge, emission, and
disposal of hazardous materials." Three of our resorts, Attitash, Mount
Snow, and Steamboat, lease ski terrain land from the United States Forest
Service under special use permits. Killington leases ski terrain land from
the State of Vermont. Sunday River leases ski terrain from third parties.
The Canyons leases ski terrain from third parties and the State of Utah. We
own the ski terrain land at Sugarloaf, and lease land from the local
municipality for our golf course operations at that resort. While some of
the lessors at our resorts are different, we believe that the rules and
regulations related to land development, usage, access, and environmental
compliance are similar in nature. Development activities at all of our
resorts our governed by permits issued through local authorities, whose
rules, regulations, and permit processes are similar. Although The Canyons
is not currently in compliance with certain terms of its development
agreement, we believe that such non-compliance is not likely to adversely
impact our ski operations or The Canyons comparability to our other
resorts.
As stated in our last letter, we believe that our resorts exhibit similar
long-term financial performance prospects. The Canyons margins continue to
come in line with those of the other resorts, which is what we expected to
happen. Differences in results between resorts are affected heavily by
weather conditions. These conditions can differ significantly from resort
to resort and from season to season. Obviously, weather is a factor that
that we cannot control. For example, snowfall, temperature, and wind
conditions at any one of our resorts for any given year may be greater or
less than average for an extended period of time. However, given similar
weather conditions among our resorts, we expect operating margins to be
similar.
We have previously discussed that the criteria listed in paragraphs 17a
through 17e of FAS 131 are similar among all of our resorts. As such, we
still believe that it continues to be appropriate to aggregate all of our
resort operations into one segment and believe our disclosures to be
consistent with the objectives and principles of FAS 131.
Other
The Company acknowledges the following:
|X| The Company is responsible for the adequacy and accuracy of the
disclosure in the filing;
|X| Staff comments or changes to disclosure in response to staff comments
do not foreclose the Commission from taking any action with respect to
the filing; and
|X| The Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
We appreciate the Commission's comments with respect to these matters. The
following officers of the Company are available to discuss any questions the
Commission may have regarding these responses or any future filings: (a) with
respect to legal matters, Foster Stewart, Senior Vice President and General
Counsel, (207) 773-7934, and (b) with respect to accounting matters Helen E.
Wallace, Senior Vice President and Chief Financial Officer, (435) 615-0360. We
would be happy to discuss any questions you may have through further
correspondence or through telephone discussions.
Sincerely,
/s/ Foster Stewart /s/ Helen E. Wallace
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Foster Stewart Helen E. Wallace
Senior Vice President and Senior Vice President and
General Counsel Chief Financial Officer