-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UcOFDJFl/w22xzh7SqteuqoaTJiXtNrUJzSdB+tIhJ3Cq9SAUSrFLesBFvhzBoS1 /9roraCpP9h8MWdSLqVo6w== 0001043432-03-000011.txt : 20030312 0001043432-03-000011.hdr.sgml : 20030312 20030312162209 ACCESSION NUMBER: 0001043432-03-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030312 ITEM INFORMATION: Other events FILED AS OF DATE: 20030312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN SKIING CO /ME CENTRAL INDEX KEY: 0001043432 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 043373730 STATE OF INCORPORATION: DE FISCAL YEAR END: 0730 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13507 FILM NUMBER: 03601096 BUSINESS ADDRESS: STREET 1: P O BOX 450 STREET 2: SUNDAY RIVER ACCESS RD CITY: BETHEL STATE: ME ZIP: 04217 BUSINESS PHONE: 2078248100 MAIL ADDRESS: STREET 1: P O BOX 450 STREET 2: SUNDAY RIVER ACCESS RD CITY: BETHEL STATE: ME ZIP: 04217 FORMER COMPANY: FORMER CONFORMED NAME: ASC HOLDINGS INC DATE OF NAME CHANGE: 19970805 8-K 1 form8k31203.txt FY03 Q2 10Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest reported) March 12, 2003 ------------------------------------- American Skiing Company - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Delaware I-13057 04-3373730 - ---------------------------- ----------------------- ----------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification Number) 136 Heber Ave. Suite 303, Park City, Utah 84060 - ---------------------------------------------------- ------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (435) 615-0340 ----------------------------- Item 5. Other Events Registrant is filing this Form 8-K in order to file a recent earnings press release, which is attached below as Exhibit 99.1. By this filing, Registrant is not establishing the practice of filing all earnings press releases in the future and may discontinue such filings at any time. THIS CURRENT REPORT ON FORM 8-K CONTAINS OR INCORPORATES BY REFERENCE FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. THESE STATEMENTS MAY DIFFER MATERIALLY FROM ACTUAL FUTURE EVENTS OR RESULTS. READERS ARE REFERRED TO ALL DOCUMENTS FILED BY AMERICAN SKIING COMPANY WITH THE SECURITIES AND EXCHANGE COMMISSION, WHICH IDENTIFY IMPORTANT RISK FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER FROM THOSE CONTAINED IN ANY FORWARD-LOOKING STATEMENTS. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AMERICAN SKIING COMPANY Date: March 12, 2003 /s/ Foster A. Stewart, Jr. -------------------------------------- Name: Foster A. Stewart, Jr. Title: Senior Vice President and General Counsel Exhibit 99.1 Press release of American Skiing Company dated March 12, 2003 EX-99 2 form8k31203exh99-1.txt FY03 Q2 PRESS RELEASE American Skiing Company Reports Fiscal 2003 Second Quarter Results PARK CITY, UTAH -- March 12, 2003 -- American Skiing Company (OTC: AESK) today announced results for its second fiscal quarter and 26 weeks ended January 26, 2003. The Company reported that second quarter financial performance was favorably impacted by improved early season weather conditions relative to the comparable period in fiscal 2002. "Better early season conditions nationwide set the stage for strong second quarter resort operating results," said CEO B.J. Fair. "Following the stronger early season results, we have witnessed some softening in visitation due primarily to extremely cold weather in the northeast as well as ongoing concerns about the economy and the threat of war with Iraq. More recently, the weather in the northeast has moderated, our western resorts have received considerable snowfall and our improvement continues over the prior year. Conditions at our resorts are excellent and we expect that they will remain outstanding through the remainder of the 2002/2003 ski season." Fiscal 2003 Second Quarter Results The net loss available to common shareholders for the second quarter of fiscal 2003 was $16.7 million, or $0.53 per basic and diluted share, compared with a net loss of $43.7 million, or $1.38 per basic and diluted share for the second fiscal quarter of 2002. Excluding other items(1) and results from Heavenly, the net loss available to common shareholders for the second quarter of fiscal 2002 was $20.0 million, or $0.63 per basic and diluted share. Total consolidated revenues were $100.3 million for the second quarter of fiscal 2003, compared with $100.1 million for the previous year's second quarter. Resort revenue was $99.0 million for the quarter, compared with $88.0 million for the second quarter of fiscal 2002. The increase in resort revenues primarily reflects better early season ski conditions and higher visitation at Company resorts. Real estate revenue from ongoing fractional ownership sales was $1.3 million, versus $12.1 million for the same period in fiscal 2002. The decline reflects a $5.2 million decrease in closings of fractional ownership units at Steamboat and The Canyons and the sell-out of our eastern hotel quartershare inventory last year, which contributed $5.6 million in revenue during the second quarter of fiscal 2002. The decrease in real estate revenues at Steamboat and The Canyons relates to the impact of continuing disruptions related to the Company's real estate restructuring effort, weakening economic conditions as well as difficulty of some potential buyers in obtaining end-loan financing for fractional real estate purchases. The Company's total earnings before interest expense, income taxes, depreciation and amortization ("EBITDA"), was $16.0 million in the second fiscal quarter of 2003, compared with $12.2 million in the same period in fiscal 2002. Resort EBITDA for the quarter was $16.6 million versus $12.1 million for the previous year's second quarter after excluding results from Sugarbush, again reflecting improved fiscal 2003 early season operating results. Real estate EBITDA was a loss of $0.6 million compared with earnings of $0.1 million in the second fiscal quarter of 2002. Fiscal 2003 Six Month Results The net loss available to common shareholders for the six months ended January 26, 2003 was $55.8 million, or $1.76 per basic and diluted share, compared with a loss of $109.2 million, or $3.47 per basic and diluted share, in the corresponding period of fiscal 2002. Excluding other items and results from Heavenly, the net loss available to common shareholders for the first six months of fiscal 2002 was $62.5 million, or $1.98 per basic and diluted share. Total consolidated revenues were $120.9 million for the first six months of fiscal 2003, compared with $120.2 million for the first six months of fiscal 2002. Resort revenue was $115.9 million compared with $105.3 million in fiscal 2002 reflecting better early season conditions. Excluding results from Sugarbush, resort revenue was $104.6 million for the first six months of fiscal 2002. Real estate revenue was $5.0 million, versus $14.9 million during the same period last year reflecting the factors discussed earlier. Total EBITDA for the first six months of fiscal 2003, was $0.6 million versus a loss of $5.1 million, or a loss of $4.1 million excluding results from Sugarbush, in the comparable period in fiscal 2002. Resort EBITDA was $1.0 million compared to a loss of $3.9 million last year. Excluding results from Sugarbush, resort EBITDA was a loss of $2.9 million during the first six months of fiscal 2002. Real estate EBITDA was a loss of $0.4 million compared to a loss of $1.2 million in fiscal 2002. (1) During the first six months of fiscal 2002, the Company recorded a number of charges that impacted net income. These charges include; the cumulative effect of an accounting change, restructuring charges, and an asset impairment charge. For the purpose of this press release, the Company refers to these items as "other items" in its discussion of net income. For a more detailed discussion of these charges and the events that gave rise to them, please refer to the Company's Form 10-K and Form 10-Q, dated March 7, 2003 and March 12, 2003, respectively, on file with the Securities and Exchange Commission. Sale of Heavenly and Sugarbush Resorts As previously announced, on May 9, 2002, the Company closed on the sale of its Heavenly ski resort in South Lake Tahoe, a key element of its restructuring plan. In accordance with Statement of Financial Accounting Standards (SFAS) No. 144, the financial statements for the three and six month periods of fiscal 2002 present the operating results of Heavenly as discontinued operations. For additional information, please refer to disclosures made in the Company's Form 10-K, dated March 7, 2003, on file with the Securities and Exchange Commission. On October 1, 2001, the Company announced that it had completed the sale of Sugarbush Ski Resort in Warren, Vermont. The sale was completed on September 28, 2001 and operating results of Sugarbush are included in the Company's financial statements through that date. Accounting Changes and Other Items During the second quarter and first six months of fiscal 2002, the Company incurred $0.9 million, and $2.5 million, respectively, in restructuring charges. All of these restructuring charges relate to resort operations except for $0.2 million associated with real estate operations incurred during the second quarter of fiscal 2002. During the second quarter of fiscal 2002, the Company also incurred a $25.4 million impairment charge related to long-lived assets at its Steamboat ski resort. During the first quarter of fiscal 2002, the Company incurred an $18.7 million charge related to the impairment of goodwill resulting from the adoption of Statement of Financial Accounting Standards No. 142. Non-GAAP Financial Measurements Resort and Real Estate EBITDA are not measurements calculated in accordance with Generally Accepted Accounting Principles ("GAAP") and should not be considered as alternatives to operating or net income as an indicator of operating performance, cash flows as a measure of liquidity or any other GAAP determined measurement. Management believes certain items excluded from Resort and/or Real Estate EBITDA, such as non-cash charges for stock compensation awards, and restructuring and asset impairment charges are significant components in understanding and assessing the Company's financial performance. In addition, the Company has excluded losses and earnings from Sugarbush Resort from EBITDA in order to facilitate comparisons with previously announced operating results. Other companies may define EBITDA differently, and as a result, such measures may not be comparable to the Company's reported EBITDA. Management has included information concerning Resort and Real Estate EBITDA because it believes that EBITDA is an indicative measure of the Company's operating performance and is generally used by other leisure and hospitality operators and investors to evaluate companies in the resort industry. About American Skiing Company Headquartered in Park City, Utah, American Skiing Company is one of the largest operators of alpine ski, snowboard and golf resorts in the United States. Its resorts include Killington and Mount Snow in Vermont; Sunday River and Sugarloaf/USA in Maine; Attitash Bear Peak in New Hampshire; Steamboat in Colorado; and The Canyons in Utah. More information is available on the Company's Web site, www.peaks.com. This press release contains both historical and forward-looking statements. All statements other than statements of historical facts are, or may be deemed to be, 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 American Skiing Company's current expectations concerning future results and events. Similarly, statements that describe the Company's objectives, plans or goals are or may be forward-looking statements. Such forward-looking statements involve a number of risks and uncertainties. American Skiing Company has tried wherever possible to identify such statements by using words such as "anticipate," "assume," "believe," "expect," "intend," "plan," and words and terms similar in substance in connection with any discussion of operating or financial performance. 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: the Company's substantial leverage; restrictions on the Company's ability to access sources of capital; the Company's failure to meet its financial covenants; changes in regional and national business and economic conditions affecting both American Skiing Company's resort operating and real estate segments; competition and pricing pressures; negative impact on the demand for the Company's products resulting from terrorism and the availability of air travel (including the effects of airline bankruptcies); the payment default under the Company's real estate credit facilities and its effect on the results and operations of the Company's real estate segment; the possibility of war and its effect on the ski, resort, leisure and travel industries; adverse weather conditions regionally and nationally; and other risk factors listed from time-to-time in American Skiing Company's documents filed with the Securities and Exchange Commission. This list is not exhaustive. The Company operates in a changing business environment and new risks arise from time to time. The forward-looking statements included in this press release are made only as of the date of this press release and under section 27A of the Securities Act and section 21E of the Exchange Act, American Skiing Company does not have or undertake any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances. American Skiing Company and Subsidiaries Condensed Consolidated Financial Statements (in thousands of dollars except per share amounts)
Unaudited Unaudited Three Months Ended (1) Six Months Ended (1) January 26, 2003 January 27, 2002 January 26,2003 January 27, 2002 Net revenues: ---------------- ---------------- --------------- ---------------- Resort $ 98,961 $ 87,986 $ 115,872 $ 105,308 Real estate 1,325 12,080 5,039 14,871 ------------------------------------------------------------------------ Total net revenues 100,286 100,066 120,911 120,179 ------------------------------------------------------------------------ Operating expenses: Resort 65,794 60,799 88,294 84,210 Real estate 1,898 11,953 5,474 16,062 Marketing, general and administrative 16,552 15,154 26,585 24,959 Restructuring and asset impairment charges (2) - 26,253 - 27,879 Depreciation and amortization 11,978 10,757 15,549 14,686 ----------------------------------------------------------------------- Total operating expenses 96,222 124,916 135,902 167,796 ----------------------------------------------------------------------- Loss from operations 4,064 (24,850) (14,991) (47,617) Interest expense, net 11,513 13,106 22,632 26,817 ----------------------------------------------------------------------- Loss from continuing operations (7,449) (37,956) (37,623) (74,434) Discontinued operations (3) Income (Loss) from operations of Heavenly resort - 2,523 - (204) ----------------------------------------------------------------------- Loss before cumulative effects of changes in (7,449) (35,433) (37,623) (74,638) accounting principles Cumulative effect of change in accounting principle - - - (18,658) ----------------------------------------------------------------------- Loss before preferred stock dividends (7,449) (35,433) (37,623) (93,296) Accretion of discount and dividends on mandatorily redeemable preferred stock (9,243) (8,266) (18,174) (15,952) ----------------------------------------------------------------------- Net loss available to common shareholders $ (16,692) $ (43,699) $ (55,797) $ (109,248) ======================================================================= Basic and diluted loss per common share: Loss from continuing operations before cumulative effects of changes in accounting principles $ (0.53) $ (1.46) $ (1.76) $ (2.87) Income (loss) from discontinued operations - 0.08 - (0.01) Cumulative effect of change in accounting principles, net of taxes - - - (0.59) ----------------------------------------------------------------------- Net loss available to common shareholders $ (0.53) $ (1.38) $ (1.76) $ (3.47) ======================================================================= Weighted average shares outstanding 31,724 31,718 31,724 31,541 ======================================================================= (1) The sale of Sugarbush was completed on September 28, 2001, results of operations are included through that date. (2) For more information, including a detailed discussion of significant write-offs and charges, please refer to the Company's Form 10-Q, dated March 12, 2003, on file with the Securities and Exchange Commission. (3) Heavenly resort was sold on May 9, 2002.
American Skiing Company and Subsidiaries Unaudited Consolidated Financial Statement Information (in thousands of dollars)
Three Months Ended (1)(2) Six Months Ended (1)(2) Reconciliation to Consolidated EBITDA January 26, 2003 January 27, 2002 January 26, 2003 January 27, 2002 ------------------ ------------------ ------------------ ----------------- Loss from continuing operations $ (7,449) $ (37,956) $ (37,623) $ (74,434) Interest expense, net 11,513 13,106 22,632 26,817 Depreciation and amortization 11,978 10,757 15,549 14,686 Restructuring and asset impairment charges (3) - 26,253 - 27,879 ------------------ ------------------- ------------------- ------------------- Consolidated EBITDA 16,042 12,160 558 (5,052) ------------------ ------------------- ------------------- ------------------- Sugarbush Resort EBITDA loss - 21 - 923 ------------------ ------------------- ------------------- ------------------- Consolidated EBITDA excluding Sugarbush $ 16,042 $ 12,181 $ 558 $ (4,129) ================== =================== =================== =================== Reconciliation to Resort EBITDA Loss from continuing resort operations $ (1,282) $ (33,243) $ (26,140) $ (63,302) Interest expense, net 6,579 9,102 12,843 18,374 Depreciation and amortization 11,318 10,161 14,290 13,428 Restructuring and asset impairment charges (3) - 26,013 - 27,639 ------------------ ------------------- ------------------- ------------------- Resort EBITDA 16,615 12,033 993 (3,861) ------------------ ------------------- ------------------- ------------------- Sugarbush Resort EBITDA Loss - 21 - 923 ------------------ ------------------- ------------------- ------------------- Resort EBITDA excluding Sugarbush $ 16,615 $ 12,054 $ 993 $ (2,938) ================== =================== =================== =================== Reconciliation to Real Estate EBITDA Loss from continuing real estate operations $ (6,167) $ (4,713) $ (11,483) $ (11,132) Interest expense, net 4,934 4,004 9,789 8,443 Depreciation and amortization 660 596 1,259 1,258 Restructuring charges (3) - 240 - 240 ------------------ ------------------- ------------------- ------------------- Real Estate EBITDA $ (573) $ 127 $ (435) $ (1,191) ================== =================== =================== =================== (1) The sale of Sugarbush was completed on September 28, 2001, results of operations are included through that date. (2) Excludes operating results from Heavenly which was sold on May 9, 2002. (3) For more information, including a detailed discussion of significant write-offs and charges, please refer to the Company's Form 10-Q, dated March 12, 2003, on file with the Securities and Exchange Commission.
American Skiing Company and Subsidiaries Unaudited Balance Sheet Data - January 26, 2003 (in thousands of dollars) Real estate developed for sale $ 48,217 Total assets 528,367 Total resort debt 206,693 Total real estate debt 105,607 ------------------ Total debt 312,300 Less: cash and cash equivalents 14,446 ------------------ Net debt 297,854 Unaudited Supplemental Revenue Data (in thousands of dollars) For the three months ended ----------------------------------------- January 26, 2003 January 27, 2002 % Change Resort revenues (1)(2) Lift Tickets $ 49,931 $ 43,230 16% Food and beverage 13,225 11,523 15% Retail sales 11,746 10,648 10% Skier Development 8,869 7,515 18% Golf, summer activities 10 40 -75% Lodging and Property 11,440 10,998 4% Miscellaneous Revenue 3,740 4,032 -7% ---------------------------------------------------- Total resort revenues $ 98,961 87,986 12% ==================================================== American Skiing Company and Subsidiaries Unaudited Supplemental Revenue Data (in thousands of dollars) Excluding Sugarbush For the six months ended (1)(2) For the six months ended (2) ----------------------------------------- --------------------------------------- January 26, 2003 January 27, 2002 % Change January 26, 2003 January 27, 2002 % Change Resort revenues Lift Tickets $ 50,051 $ 43,269 16% $ 50,051 $ 43,161 16% Food and beverage 16,921 15,133 12% 16,921 15,133 12% Retail sales 12,632 11,675 8% 12,632 11,673 8% Skier Development 8,950 7,608 18% 8,950 7,608 18% Golf, summer activities 3,623 3,817 -5% 3,623 3,522 3% Lodging and Property 17,347 16,664 4% 17,347 16,385 6% Miscellaneous Revenue 6,348 7,142 -11% 6,348 7,128 -11% -------------------------------------------------- ------------------------------------------------- Total resort revenues $ 115,872 $ 105,308 10% $ 115,872 $ 104,610 11% ================================================== ================================================= Season to Date ----------------------------------------- Unaudited Skier Visits January 26, 2003 January 27, 2002 - ---------------------- Attitash 73,360 68,078 The Canyons 149,287 122,812 Killington 482,384 414,616 Mount Snow 257,332 196,215 Sugarloaf 133,993 121,685 Sunday River 202,488 204,437 Steamboat 418,878 402,897 ----------------------------------------- Total Skier Visits 1,717,722 1,530,740 ========================================= (1) The sale of Sugarbush was completed on September 28, 2001, results of operations are included through that date. (2) Excludes operating results from Heavenly which was sold on May 9, 2002.
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