<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Seven Months Ended April 30, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-2374
CRYSTAL MOUNTAIN, INC.
(Exact name of registrant as specified in its charter)
WASHINGTON
(State of Incorporation)
91-0683256
(IRS Employer
Identification No.)
ONE CRYSTAL MOUNTAIN BLVD., CRYSTAL MOUNTAIN, WASHINGTON 98022
(Address of principal executive offices)
Registrant's telephone number, including area code: (360) 825-3865
Securities registered under Section 12(b) of the Act:
None
Securities registered pursuant of Section 12(g) of the Act:
Class A. Common Stock, par value $50 with lift ticket privilege.
(Title of class)
Class B. Common Stock, par value $20 with lift ticket privilege.
(Title of class)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 ( )
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
Issuer's revenues for the seven month period were $7,458,000.
<PAGE> 2
As of April 30, 1996 there were 26,609 Class A and 710 Class B common shares
outstanding, of which 26,256 shares of Class A and 710 shares of Class B are
held by non-affiliates. Aggregate market value of Class A voting stock held by
non-affiliates of the registrant as of April 30, 1996 is $8,139,360.
The aggregate market value of the Class B common stock cannot be determined
since there is no market for the sale or exchange of shares.
Documents incorporated by reference:
Annual report to security holders for fiscal year ended
April 30, 1996 filed August 12, 1996.
Transitional Small Business Disclosure
Format (Check one) Yes No X
----- -----
<PAGE> 3
DOCUMENTS INCORPORATED BY REFERENCE
Part I:
<TABLE>
<S> <C> <C>
Item 1 - Description of Business Pages 6-8 of the Fiscal 1996 Annual
Report to Shareholders for the seven
months ended April 30, 1996.
Item 2 - Description of Property Pages 6-8 of the Fiscal 1996 Annual
Report to Shareholders for the seven
months ended April 30, 1996.
Part II:
Item 5 - Market for Common Equity and Page 1 of the Fiscal 1996 Annual
Related Stockholder Matters Report to Shareholders for the seven
months ended April 30, 1996.
Item 6 - Management's Discussion and Pages 20-24 of the Fiscal 1996 Annual
Analysis or Plan of Operation Report to Shareholders for the seven
months ended April 30, 1996.
Item 7 - Financial Statements Pages 8-19 of the Fiscal 1996 Annual
Report to Shareholders for the seven
months ended April 30, 1996.
</TABLE>
<PAGE> 4
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Information required with respect to description of the Registrant's business is
incorporated by reference to pages 6 through 8 of the Fiscal 1996 Annual Report
to Shareholders.
ITEM 2. DESCRIPTION OF PROPERTY
Information required with respect to the Registrant's property is incorporated
by reference to pages 6 through 8 of the Fiscal 1996 Annual Report to
Shareholders.
ITEM 3. LEGAL PROCEEDINGS
The Company is a defendant in various personal injury lawsuits arising in the
ordinary course of business, none of which, if resolved against the Company,
would have a material adverse impact on the operations or results of the
Company. The Company has liability insurance which will cover pending litigation
claims. The Company's deductible under its liability insurance policies on any
single claim is $50,000 up to a maximum of $150,000 for all claims in any single
year. The Company is not a party to any other pending or known legal proceedings
governmental or otherwise.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted during the last month of the fiscal year covered by
this report to a vote of security holders.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Information required with respect to the Registrant's common stock and related
shareholder matters is incorporated herein by reference to the caption entitled
"Shareholder Information" on Page 1 of the Fiscal 1996 Annual Report to
Shareholders.
<PAGE> 5
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Information required with respect to the Registrant's financial condition,
changes in financial condition, and results of operations is incorporated herein
by reference to Pages 20 through 24 of the Fiscal 1996 Annual Report to
Shareholders.
ITEM 7. FINANCIAL STATEMENTS
The required financial statements are incorporated herein by reference to Pages
8 through 19 of the Fiscal 1996 Annual Report to Shareholders.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There were no changes in or disagreements with accountants on accounting and
financial statement disclosure during the last two fiscal years.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTORS AND CONTROL PERSONS, COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT
The following sets forth the names and ages of all directors and executive
officers of the Company, all positions and officers with the Company held by
such persons, and the principal occupations of each during the past five years.
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS FOR TERMS TO EXPIRE IN 1996
Robert E. Carlson 55 Director
Mr. Carlson has been a director since 1987 and has served as Chairman of the
Board since June 1994. He is the Manager of the Western Washington Fair
Association in Puyallup. He is the Chairman of the Executive Committee and
as Chairman of the Board, Mr. Carlson serves on all standing committees.
<PAGE> 6
Nancy K. Dees 57 Director
Ms. Dees has been a director since 1990. She holds a Bachelor of Science in
Nursing and is a member of the Board of Directors of Northwest Regional
Education Laboratory. Ms. Dees is also a member of the Board of Directors of
Pierce County Medical Bureau and serves on the General Advisory Council of
Bates Technical College in Tacoma. She is Vice President of the Puyallup
School District Board of Directors. Ms. Dees is a member of the Compensation
Committee.
Lawrence E. Hard 52 Director
Mr. Hard has been a director since 1987 and has served as Secretary of the
corporation since 1982. He is an attorney and shareholder of the law firm of
LeSourd & Patten, P.S. Mr. Hard is the Chairman of the Nominations Committee
and a member of the Executive Committee.
Thomas F. Leonard 52 President and Director
Mr. Leonard, has been a director since 1987 and has served as President of
the corporation for the last eleven years. Prior to joining Crystal, he was
Vice President, Corporate Administration for Vail, Beaver Creek. He has
served on the board of the National Ski Areas Association and Washington
State Ski Industries and is immediate past Chairman of the Pacific Northwest
Ski Areas Association. Mr. Leonard is a member of the Executive Committee.
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE WHOSE TERMS EXPIRE IN
1997
William S. Coghill 68 Director
Mr. Coghill has been a director since 1985. He established the forest
products industry consulting firm, Coghill & Associates, in 1989, after 25
years with Weyerhaeuser Company where his last position was Technology
Marketing Manager. Since September 1995, he has worked for Tom Torrens
Sculpture & Design, Inc., in Gig Harbor, Washington. Mr. Coghill is a member
of the Compensation, Marketing and Public Relations Committees.
Peter F. DeLaunay 46 Director
Mr. DeLaunay, has served as director since 1992. He is a marketing
professional who has worked with Crystal and Sun Valley resorts, and
Helly-Hansen ski wear. Mr. DeLaunay is the President of DeLaunay
Communications, Inc. He was formerly SVP/Director of Client Services for
Hill and Knowlton, Inc. and EVP/Client Services Director for Elgin Syferd,
Inc. Mr. DeLaunay serves on the Marketing and Public Relations Committee.
<PAGE> 7
Robert J. Diercks 55 Director
Mr. Diercks has been a director since 1985. He is an attorney and a partner
in the law firm of Foster Pepper & Shefelman. Mr. Diercks is currently a
member of the Compensation Committee.
David W. Gossard 66 Director
Mr. Gossard, has served as a director since October, 1994. He is an attorney
who is currently a sole practitioner whose practice includes advising
various business clients. Mr. Gossard is an experienced skier and has been a
shareholder of the Company since 1963.
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE WHOSE TERMS EXPIRE IN
1998
William W. Jeude 49 Treasurer and Director
Mr. Jeude has served as a director since 1992, and has served as Treasurer
of the corporation for one year. He is the owner and President of the
Univest group of companies involved in investment banking and brokerage,
mergers and acquisitions, and real estate brokerage, investment and
development. Mr. Jeude has been a licensed general securities principal and
broker since 1982, affiliated with Craig and Associates, Inc., a securities
brokerage firm, as a registered representative since 1991. Mr. Jeude is a
CPA and also holds a real estate designated broker license. He is chair of
the Budget/Finance/Audit Committee.
Delight S. Mahalko 61 Director
Ms. Mahalko has been a director since 1983. Since April of 1991, she has
been an Executive Secretary for the Pacific Northwest Ski Areas Association.
She has also served as Secretary for the Washington State Ski Industries.
Ms. Mahalko worked as an Administrative Assistant for Mel Borgersen
Consultants, International Ski Resort Consultants from January 1968 to April
1991. She is a member of the Budget/Finance/Audit Committee.
James C. Martinson 50 Director
Mr. Martinson, has been a director since 1992. From 1981 through 1992, he
owned and operated Magic in Motion which manufactures sporting equipment for
the disabled. In 1992, he merged his corporation with Sunrise Medical and
now acts as manager of marketing for the Shadow Products division. Mr.
Martinson is also an Olympic Gold Medalist for the U.S. Disabled Ski Team.
He is a member of the Marketing and Public Relations Committee.
<PAGE> 8
W. David Schodde, Jr. 54 Director
Mr. Schodde has been a director since 1983. He has served as Vice Chairman
of the Board since June 1994. He has been the President of Enumclaw
Landscape Maintenance, Inc., for the past twenty-four years, and the owner
of Enumclaw Nursery for ten years. He is Vice Chairman of the Green River
Community College Board of Trustees. Mr. Schodde is the Chairman of the
Compensation Committee and a member of the Executive and the
Budget/Finance/Audit Committees.
EXECUTIVE OFFICER WHO IS NOT A DIRECTOR
Peter G. Gillis 41 V.P. Mountain Operations
Mr. Gillis' joined Crystal Mountain in 1990 as Vice President of Mountain
Operations. Prior to Crystal, he worked as the assistant General Manager for
Bretton Woods Ski Area in New Hampshire from 1987 through 1990.
ITEM 10. EXECUTIVE COMPENSATION
The Summary Compensation Table shows certain information for the Company's
Chairman of the Board who performs the duties of the Chief Executive Officer and
the other executive officer whose annual salary and bonus exceeds $100,000 for
services rendered in all capacities during the seven months of the fiscal year
ended April 30, 1996. The information includes the dollar value of base
salaries, bonuses, the Company's contribution to the 401(k) retirement plan and
certain other compensation, if any, whether paid or deferred.
<PAGE> 9
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
401(k)
NAME AND PRINCIPAL FISCAL RETIREMENT ALL OTHER
POSITION YEAR SALARY BONUS PLAN COMPENSATION
- ------------------ ------ ------ ----- ---------- ------------
<S> <C> <C> <C> <C> <C>
Robert E. Carlson 1996 $ 7,000 $ 0 $ 0 $ 0
Chairman of the Board 1995 12,000 0 0 0
1994 3,000 0 0 0
Thomas F. Leonard 1996 60,500 (1) (2) 4,400(3)
President (4) 1995 110,000 0 4,900 4,400
_______________________ 1994 89,700 0 2,027 12,105
</TABLE>
(1) The amount of the bonus, if any, for 1996 is yet to be determined.
(2) The employer contribution to the retirement plan has not yet been made for
1996.
(3) The President receives the use of a car and rent-free use of living
quarters located at Crystal Mountain Resort, the combined value of which is
estimated to be as listed. The Board of Directors feel that it is essential
that the President live at Crystal Mountain and provides a residence
because no adequate private housing is otherwise available.
(4) Effective October 1, 1994, Mr. Leonard was covered by a Deferred
Compensation Contract by which the Company pays money into a special
account that will be available to Mr. Leonard when he terminates
employment. The Company paid $30,000 into the account for Mr. Leonard's
past years of service and $11,000 for the 1994-1995 fiscal year. It is
anticipated that the payment for the current fiscal year will be
approximately $6,325.
The President, Thomas F. Leonard, the Vice President of Mountain Operations,
Peter G. Gillis, and Robert E. Carlson, the Chairman of the Board, received cash
compensation. All other executive officers and directors of the Company receive
the equivalent of two season passes. The value of each season pass is $650 based
on the full 1995-1996 season pass price. The passes were issued to eleven
executive officers and directors for the 1995-1996 ski season.
Effective May 1, 1996 the President, Thomas F. Leonard is covered by a three
year employment agreement that is subject to renewal annually. The agreement
specifies that Mr. Leonard be paid at a rate to be established annually by the
Board of Directors and provides for severance pay. Severance pay varies
depending upon the circumstance of termination. Termination without cause would
result in payment of six months' salary while termination as a result of a sale
or merger would result in payment of three years' salary and to be paid by the
acquiring entity.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following person is known to the Company to be the only beneficial owner of
more than five percent of any class of the Company's voting securities, as of
April 30, 1996:
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT BENEFICIALLY OWNED
TITLE OF CLASS BENEFICIAL OWNER (NO. OF SHARES) PERCENT OF CLASS
- -------------- ------------------- ------------------------- ----------------
<S> <C> <C> <C>
Class B Wallace T. Staatz 700 98.6
P.O. Box 490
Orting, WA 98360
</TABLE>
<PAGE> 10
Directors, nominees for Director and Officers of the Company beneficially owned
the following voting securities of the Company as of April 30, 1996.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
TITLE OF BENEFICIAL OWNERSHIP
NAME OF BENEFICIAL OWNER CLASS (NO. OF SHARES) PERCENT OF CLASS
- ------------------------ -------- -------------------- ----------------
<S> <C> <C> <C>
Robert E. Carlson A 20 .08
William S. Coghill A 21 .08
Nancy K Dees(1) A 30 .11
Peter F. DeLaunay A 20 .08
Robert J. Diercks A 20 .08
David W. Gossard A 62 .23
Lawrence E. Hard A 60 .22
William W. Jeude A 44 .16
Thomas F. Leonard A 1 .00
Delight S. Mahalko A 20 .08
James C. Martinson A 5 .01
W. David Schodde, Jr.(2) A 50 .19
--- ----
All directors and officers as group: A 353 1.32
</TABLE>
- -----------------------
(1) Ms. Dees' 30 shares are owned jointly with Paul Dees.
(2) Of of 50 shares shown for Mr. Schodde, 29 shares are owned jointly by
Mr. Schodde and his wife, Gretchen Allen Schodde, and 21 shares are owned of
record by his wife.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the period October 1, 1995 through April 30, 1996, the Company paid
approximately $50,270 for legal services and costs to LeSourd & Patten, P.S.
Lawrence E. Hard, a Director and officer of the Company, is a member of that
firm. The Company paid approximately $16,920 for public relations services to
DeLaunay Communications, Inc. Peter F. DeLaunay, a Director of the Company, is
the President of that firm.
<PAGE> 11
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following are filed as part of this report:
(1) Financial Statements
See Annual Report to Shareholders incorporated by reference.
<TABLE>
<CAPTION>
Page in Annual
Report to Shareholders
----------------------
<S> <C>
Financial Statements Index:
Independent Auditors' Report 8
Balance Sheet as of April 30, 1996 and September 30, 1995 9
Statement of Operations for the seven months ended
April 30, 1996 and year ended September 30, 1995 10
Statement of Cash Flows for the seven months ended
April 30, 1996 and year ended September 30, 1995 11
Statement of Changes in Stockholders' Equity for the seven months
ended April 30, 1996 and year ended
September 30, 1995 12
Notes to the Financial Statements 12-19
</TABLE>
(2) Exhibits: See subparagraph (c) below
(b) The Company filed Form 8-K on March 21, 1996 covering Item 8. No
financial statements were included in the filing.
(c) See Exhibit Index on Pages 14 through 16.
<PAGE> 12
SIGNATURES
Pursuant to the requirement of Section 13 or 15(d) of the Securities Exchange
Commission Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Crystal Mountain, Inc.
(Registrant)
/s/ Thomas F. Leonard
- -----------------------
Thomas F. Leonard
President
/s/ Peter G. Gillis
- -----------------------
Peter G. Gillis
Vice President, Mountain Operations
Pursuant to the requirements of the Securities and Exchange Act of 1934, this
report has been signed on behalf of the Registrant and in the capacities and on
the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
/s/ Robert E. Carlson Chairman of the Board,
- -------------------------- Director August 5, 1996
Robert E. Carlson
/s/ W. David Schodde, Jr. Vice Chairman of
- -------------------------- the Board, Director August 5, 1996
W. David Schodde, Jr.
/s/ Thomas F. Leonard
- -------------------------- President and Director August 5, 1996
Thomas F. Leonard
/s/ Lawrence E. Hard
- -------------------------- Secretary and Director August 5, 1996
Lawrence E. Hard
/s/ William F. Jeude
- -------------------------- Treasurer and Director August 5, 1996
William F. Jeude
</TABLE>
<PAGE> 13
<TABLE>
<S> <C> <C>
/s/ William S. Coghill
- --------------------------
William S. Coghill Director August 5, 1996
/s/ Nancy K. Dees
- --------------------------
Nancy K. Dees Director August 5, 1996
/s/ Peter F. DeLaunay
- --------------------------
Peter F. DeLaunay Director August 5, 1996
/s/ Robert J. Diercks
- --------------------------
Robert J. Diercks Director August 5, 1996
/s/ Delight S. Mahalko
- --------------------------
Delight S. Mahalko Director August 5, 1996
/s/ James C. Martinson
- --------------------------
James C. Martinson Director August 5, 1996
/s/ David W. Gossard
- --------------------------
David W. Gossard Director August 5, 1996
</TABLE>
<PAGE> 14
EXHIBIT INDEX
Exhibit
Number
- -------
1.1 * Form of best efforts underwriting agreement
1.2 * Form of supplement to underwriting agreement
2.0 Boyne USA, Inc. Letter of Intent to acquire Crystal Mountain,
Inc. dated July 31, 1996.
3.1 * Articles of incorporation
3.2 * Bylaws
5.1 * Opinion of LeSourd & Patten, P.S.
5.2 * IRS determination letter as to the qualification of the 401(k)
plan
8.1 * Opinion of LeSourd & Patten, P.S.
8.2 * Opinion of LeSourd & Patten, P.S.
10.1 * Term note with Seattle Trust and Savings Bank dated August 14,
1985
10.2 * Term note with Seattle Trust and Savings Bank dated July 9,
1986
10.3 * Revolving promissory note with Seattle Trust and Savings Bank
dated March 1, 1987
10.4 * Loan agreement with Seattle Trust and Savings Bank dated June
30, 1985, with amendments
10.5 * Security agreement for liabilities to Seattle Trust and Savings
Bank
10.6 * Deed of trust, security agreement and assignment for term note
and revolving promissory note
10.7 * Employment contract with Thomas F. Leonard
10.8 * Thirty-year term special use United States Forestry Service
permit issued April 6, 1962
10.9 * Year-to-year United States Forest Service permit issued April
9, 1962
10.10 * Form of Escrow Agreement with Key Trust Company of the
Northwest
10.11 * Form of Subscription Agreement with Harber, McLean & Co.
(California and Washington residents)
10.12 * Form of Subscription Agreement (existing with shareholders
residing in states other than Washington and California)
10.13 * Loan Commitment from Key Bank of Puget Sound dated January 7,
1988
10.14 * Forty-year ski area term special use United States Forest
Service permit issued April 1, 1992
10.15 * Lease agreements between the Company and Zion Credit
Corporation dated September 30, 1993
10.16 * Lease agreement between the Company and National Lease
Financing Services dated June 7, 1994
10.17 * Term note with Seattle First National Bank dated October 5,
1990
10.18 * Amendments to term note with Seattle First National Bank
<PAGE> 15
10.19 * Letter dated October 24, 1994 from Seattle First National Bank
to the Company waiving certain matters related to term note
between Seattle First National Bank and the Company
10.20 * Crystal Mountain 401(k) Retirement Savings Plan dated January
1, 1991
10.21 * Term note with Seafirst Bank dated September 14, 1995
10.22 * Lease agreement between the Company and the CIT Group/Equipment
Financing, Inc. dated December 7, 1994
10.23 * Employment agreement with Thomas F. Leonard dated February 2,
1995
10.24 * Deferred compensation plan and agreement with Thomas F. Leonard
dated February 2, 1995
10.25 * Employment agreement with Peter G. Gillis dated February 25,
1995
10.26 * Deferred compensation plan agreement with Peter G. Gillis dated
February 2, 1995
10.27 * Letter dated November 7, 1995 from Seattle First National Bank
to the Company waiving certain matters related to the term note
between Seattle First National Bank and the Company
10.28 Amendments to term note with Seattle First National Bank dated
June 30, 1996
10.29 Lease agreement between the Company and CIT Group/ Equipment
Financing, Inc. dated November 14, 1995
10.30 Employment agreement with Thomas F. Leonard effective May 1,
1996
10.31 Employment agreement with George Schmidt effective May 1, 1996
10.32 Employment agreement with Peter G. Gillis effective May 1, 1996
10.33 Amendment for Term Special Use United States Forestry Service
Permit dated April 25, 1996
13.1 * Annual report to security holders dated September 30, 1994
13.2 * Annual Report to Security Holders dated September 30, 1995
13.3 Annual Report to Security Holders dated April 30, 1996
15.1 * Letter of Langlow Tolles & Company, P.S. regarding unaudited
interim financial information
16.1 * Letter from the Registrant's former independent accountant
22.1 * Proxy Statement for annual meeting of shareholders filed
November 11, 1995
23.1 * Consent of LeSourd & Patten, P.S.
23.2 * Consent of Davis Wright & Jones
23.3 * Consent of Langlow Tolles & Company, P.S.
23.4 * Consent of Garvey, Schubert & Barer
24.1 * Power of attorney
27.1 * Financial Data Schedule Fiscal Year Ended September 30, 1995
27.2 * Financial Data Schedule Quarter Ended December 31, 1995
<PAGE> 16
27.3 * Financial Data Schedule Quarter Ended March 31, 1996
27.4 Financial Data Schedule Fiscal Year Ended April 30, 1996
28.1 * Master plan for Crystal Mountain Resort
* Previously filed
<PAGE> 1
Exhibit 2.0
LETTER OF INTENT
JULY 31, 1996
Following are the principal business terms regarding a proposed
acquisition by Boyne USA, Inc., a Michigan corporation ("Boyne") of assets of
Crystal Mountain, Inc., a Washington corporation ("CMI").
1. Assets Purchased. CMI shall retain cash and cash equivalents in an
amount not to exceed $156,122 (or such other amount to which Boyne and CMI
agree), plus the amount required to be paid to CMI's shareholders (if any) who
exercise dissenters' rights, plus the amount which Boyne and CMI jointly agree
CMI shall pay at Closing to CMI's Class B shareholders in redemption of their
Class B shares. All other assets of CMI comprising or relating to the Crystal
Mountain Ski Resort (the "Resort") are included, including real and personal
property interests, leases, permits and operating contracts, trademarks and
tradenames, goodwill and other tangibles (the "Assets"). Except for the Assumed
Debt (as defined below), the Assets are to be transferred free and clear of all
liens and encumbrances.
2. Debt Assumed. Boyne will assume payment of all of CMI's
indebtedness as of Closing (the "Assumed Debt"), both fixed and contingent,
including but not limited to CMI's indebtedness to Seattle-First National Bank
("SeaFirst") under the Second amended and Restated Loan Agreement between CMI
and SeaFirst dated September 14, 1995 (the "Loan Agreement"), insurance
deductibles, potential environmental cleanup costs, and lease obligations;
provided, however, that, prior to Closing, CMI shall use its best efforts to
reasonably identify to Boyne all CMI contingent liabilities known to CMI.
3. Interim Operations. An interim operations plan is to be agreed
upon between CMI and Boyne such that necessary work will continue in
preparation for the 1996/97 ski season. For the period ending April 30, 1997,
CMI will continue its current policy allowing CMI's Class A shareholders to
purchase lift tickets at a discount. No expenditure of funds materially in
excess of that contemplated in the interim operations plan is to be permitted
without Boyne's approval; provided that Boyne shall deny or grant such
permission within five (5) business days of the request therefore or else
permission will be deemed to have been granted. CMI will use reasonable efforts
to redeem at Closing all of CMI's outstanding Class B shares for fair value,
which value shall be subject to Boyne's approval.
4. Capital Expenditures. As an inducement for CMI selling the Assets,
Boyne agrees to expend not less than Fifteen Million and No/100 Dollars
($15,000,000.00) over a ten (10) year period following Closing, of which not
less than Eight Million and No/100 Dollars ($8,000,000.00) will be expended
over a five (5) year period following Closing, in making capital improvements
to
1
<PAGE> 2
the Resort. The qualifying capital improvements shall be taken from the list
attached hereto as Exhibit A, subject to the availability of all necessary
permits. The nature of the improvements (i.e., ski lifts, snowmaking equipment,
new ski areas or trails, restaurants, day lodges, upgrades to existing
facilities) shall be determined by Boyne from Exhibit A, as mutually refined
by the parties prior to Closing, following consultation with an advisory
committee formed by CMI to provide non-binding advice and recommendations to
Boyne. Boyne shall have the right to extend the time period for making
improvements to the extent additional time is needed to obtain necessary
permits. All expenditures of Boyne related to the Resort which are required to
be capitalized under generally accepted accounting principles ("GAAP"),
including "soft costs" but exclusive of internal charges, shall be included in
fulfilling this agreement. In an effort to minimize the accounting otherwise
necessary to confirm that the capital improvement expenditures required by this
section have been made, there shall be a rebuttable presumption that respective
improvements made by Boyne from Exhibit A cost the amount shown on Exhibit A
for that improvement; provided that Boyne shall retain its records
substantiating such expenditures until the parties agree in writing that the
required expenditures have been made, such records to be available for
inspection by CMI and its agents upon reasonable request. If and to the extent
Boyne does not make the required capital expenditures within the required time,
subject to force majeure, then Boyne will immediately pay the difference to CMI
as an additional purchase price.
5. Employees. CMI's existing employment agreements with Tom
Leonard, Peter Gillis and George Schmidt will be assumed by Boyne. Boyne at its
option may hire other current employees of CMI.
6. Due Diligence Period. Each party shall have forty-five (45)
days after execution to this letter of intent by both parties within which to
conduct due diligence investigations. Each party will cooperate fully with the
other and provide information to the other as reasonably requested. Boyne may
enter upon the Resort and shall have the right to conduct any tests deemed
appropriate provided that Boyne shall pay all expenses and shall indemnify and
hold CMI harmless from liens or other damage caused by Boyne's entry upon the
Resort. Boyne shall have the right to engage in discussions with the Forest
Service and any other persons conducting business with CMI. If either party,
in its sole discretion, determines that the results of its investigations are
unsatisfactory, it may give notice before the end of the above-specified time
period terminating all rights and obligations of either party with respect to
the subject matter of this letter of intent, other than confidentiality, Boyne's
indemnity and hold harmless obligations under this paragraph, and those under
the last sentence of section 11 of this letter of intent.
2
<PAGE> 3
7. Lift Privileges. Boyne agrees that it will forever provide CMI
annual lift ticket credits in an amount equal to 26,609 times the then retail
price of an all-day weekend adult lift ticket sold at the Resort, usable at
Crystal Mountain and, if administratively practical, at any resort managed or
owned 50 percent or more by Boyne (or any of its affiliated entities). If any
of CMI's Class A shareholders exercise dissenters' rights, the "26,609"
referred to in the preceding sentence shall be decreased by the number of such
Class A shares for which dissenter rights were exercised and Boyne shall pay
CMI the "fair value" for such shares less the additional cash CMI retains at
Closing for that purpose pursuant to the first sentence of section 1 above. If
the Class B shares are converted to Class A shares, the "26,609" referred to in
the first sentence of this section 7 shall be increased by the number of Class
A shares issued in exchange for the Class B shares. The credits may be used
only in the twelve-month period ending on the date they are issued. The holders
of these lift ticket credits may freely give, sell, or otherwise dispose of
them to third parties. It is understood that CMI intends to transfer these
credits to its Class A shareholders and that it may charge an activation fee to
its shareholders to cover its ongoing costs. These lift ticket credits may be
used just as CMI's Class A shareholders' existing lift ticket privileges (as
described in Exhibit B hereto) may be used, or in such other manner as Boyne
and CMI may agree. CMI's rights under this section shall be secured by the
Resort's United States Forest Service Permit, or by such other security
acceptable to CMI, and Boyne's obligations hereunder shall be binding upon its
successors and assigns. In the event CMI liquidates, CMI may transfer its
rights to its shareholders as a liquidating distribution.
In addition, Boyne agrees to forever annually issue to CMI sufficient season
passes (or the equivalent dollar value of day lift ticket credits), without
charge, to enable CMI to provide all former and current members of CMI's board
of directors, determined as of July 31, 1996, or their family member designees
with two season passes (or the equivalent dollar value of day lift ticket
credits) for that year. Boyne further agrees for the period following Closing
to annually issue to CMI sufficient additional season passes (or the
equivalent dollar value of day lift ticket credits), without charge, to enable
CMI to provide up to seven (7) then members members of CMI's board of directors
whose first term as such commences after July 31, 1996, or their family member
designees, with two season passes (or the equivalent dollar value of day lift
ticket credits) for each year that they are then serving as a CMI director.
These privileges for board members or their designees are not transferable
except by CMI to its then former and/or current members of its board of
directors or their family member designees.
8. Continuation of Insurance. CMI shall continue to carry
liability insurance at current limits covering all occurrences at the Resort
prior to Closing for the applicable period of limitations.
3
<PAGE> 4
9. Conditions to Closing and Closing. Conditions to Closing include
(i) Each party satisfying or waiving the due diligence contingency, (ii) CMI
obtaining all requisite stockholder approval of the transaction (board of
director approval of this letter of intent already having been obtained), (iii)
obtaining the consent of any third parties, including the Forest Service,
required to transfer of any of the Assets, and (iv) obtaining SeaFirst's
approval of Boyne's assumption of, and, to the extent obtainable with the
parties' best efforts, CMI's release from, CMI's indebtedness to SeaFirst.
Closing would occur ten (10) days after all conditions are satisfied but in any
event not later than November 15, 1996. CMI agrees to submit this proposal for
stockholder approval at its annual meeting, or based on notice requirements,
within a time frame to allow for approval by October 15, 1996, or as soon
thereafter as practical.
10. Confidentiality and Exclusive Dealing. Upon acceptance of this
letter of intent by both parties, CMI agrees that it will not negotiate for the
sale or other dispositions of the Assets or any sale of the outstanding stock
of CMI so long as Boyne and CMI are continuing to negotiate the terms and
conditions of a purchase and sale agreement, provided that such an agreement is
signed not later than fifteen (15) days after delivery of the purchase and sale
agreement per paragraph 12 or such longer period as mutually agreed. Each party
further agrees to reveal the fact that discussions or negotiations are taking
place concerning the possible sale of CMI's assets, or any terms, conditions,
or other facts with respect to such possible transaction, including the status
thereof, only (a) to government personnel, CMI's employees, agents, advisors,
officers, shareholders and directors who need to know such information for
purposes of completing the transactions contemplated in this letter of intent,
or (b) to others with the prior written approval of the other party hereto;
provided, that the parties may enter into a joint press release to the extent
appropriate to comply with applicable securities laws.
11. Transaction Costs. The parties agree that each party has been
responsible for payment of its own costs prior to execution of this letter of
intent. The parties anticipate that immediately following the execution of this
letter of intent, Boyne will be responsible for the cost of initial drafting of
the documents necessary to carry out the transaction described in this letter
of intent. Boyne will reimburse CMI for CMI's costs (including, but not limited
to, fees and expenses of its legal advisors, public relations firms, and other
consultants) in an amount not to exceed Two Hundred Thousand Dollars
($200,000.00) reasonably incurred after July 31, 1996, of which not more than
Fifty Thousand Dollars ($50,000.00) shall be reasonably incurred during the
period August 1, 1996, through September 15, 1996, in connection with the
negotiation and preparation of the documents and completion of the sale and
purchase contemplated hereby.
4
<PAGE> 5
12. Taxes. Boyne shall timely pay all applicable sales and use taxes,
excise taxes, and transfer taxes with respect to this transaction. Moreover, if
the fair market value of the consideration being given to CMI for the Assets
exceeds the sum of CMI's tax basis in the Assets as of Closing and CMI's net
operating loss carry forward as of Closing, Boyne shall assume the obligation
for CMI's resulting federal income taxes. Boyne expressly does not assume any
federal income tax obligations which CMI's shareholders may incur as the result
of distribution of the lift ticket credits referred to in section 7.
By the earlier of September 15, 1996, or fifteen (15) days following the
date both parties have satisfied or waived the due diligence contingency, Boyne
shall complete and furnish to CMI a purchase and sale agreement based upon the
terms hereof and the usual and customary representations, warranties, covenants,
conditions and other agreements for similar transactions. Until execution of a
purchase and sale agreement by both parties, with the exercise of its sole
discretion, neither party shall have any rights or obligations with respect to
the other with the exception of the provisions of sections 6, 9 (last sentence),
10, and 11 of this letter of intent.
BOYNE USA, INC. CRYSTAL MOUNTAIN, INC.
By: /s/ Everett Kircher By: /s/ Robert Carlson
--------------------- ----------------------
Everett Kircher Robert Carlson
Its: President Its: Chairman
-------------------- ---------------------
<PAGE> 6
EXHIBIT "A"
CRYSTAL MOUNTAIN IMPROVEMENTS
<TABLE>
<C> <C>
Master plan with E.I.S. $ 500,000
Initial snowmaking installation 550,000
Chair 4 realigned, extended and upgraded to
high speed detachable 2,300,000
Chair 9 upgraded to high speed detachable 2,000,000
Chair 11 conversion completed to high speed
detachable 1,000,000
Lift linking parking lot areas 300,000
Snowmaking 250,000
Summit drainfields 225,000
Summit traverse trail system 200,000
Rendezvous Restaurant (350 seats) 1,000,000
Snowmaking(1) 250,000
Chair 3 (Green Valley) upgraded to high speed
detachable 2,100,000
Move old Chair 9 to Silver King 750,000
Construct all new base lodge skier service
facility and food & beverage 4,000,000
Construct new high speed detachable from
Chair 3 base area to Northway Peak (lift,
power, roads, trails) 2,500,000
Construct new high speed detachable chairlift
in Paradise Bowl (lift, power, roads, trails) 2,500,000
Summit House expansion (500 seats) 1,250,000
----------
21,675,000
</TABLE>
(1) Snowmaking improvements would generally occur each summer until the lower
25% of Crystal Mountain was capable of initial season base snowmaking and
after thaw re-surfacing of the same area.
NOTE: As you know, the list of improvements above is probably incomplete.
Other factors (such as expanded parking) will emerge and have to be built. And
finally, the above list of improvements is shown in general order of completion
on my best order of forecast to generate the most skier excitement and
response. As we move through this improvement schedule to complete buildout
there may have to be much re-arranging of priorities, especially food &
beverage facilities to accommodate unpredicted growth patterns following each
summer's improvements. You may find you need the new base area service facility
after converting chairs 4 & 9 & 11, for example, if skier counts escalate
beyond expectations. Crystal Mountain will be a very exciting place to come to.
The sooner the better.
<PAGE> 7
EXHIBIT B
TO
LETTER OF INTENT
Boyne will set up a charge account for the holders. If a holder transfers
lift credits to a third party, Boyne will set up an account for the third party
to be used as if the third party were the holder for purposes of lift privilege
use. The holder and the holder's transferee may obtain daily lift tickets only
by charging the tickets to their respective pre-existing accounts. They can also
designate "authorized signers" who will be empowered to charge tickets to their
account. CMI's transferees may also sign one-time use forms to authorize a given
individual or group to charge lift tickets to his or her account. When charging
for lift tickets on the daily basis, the account will be charged for that day's
retail "through the window" price for whatever type of tickets are selected. Ski
discount card memberships, coupons, or other discounts may not be utilized in
combination with the lift credits. CMI's transferees may also apply the unused
portion of their account towards the purchase of a season pass at the price to
the public, paying the balance, if any, in cash.
<PAGE> 1
Exhibit 10.28
SEAFIRST
Michael J. Scott
Vice President
Commercial Banking Officer
Southwest Washington
SW Commercial Banking Team II
June 30, 1996
Thomas F. Leonard
President
Crystal Mountain, Inc.
1 Crystal Mountain Blvd.
Enumclaw, WA 98022
Dear Tom:
This Agreement is made as of June 5, 1996 between Bank of America NW, NA doing
business as Seafirst Bank ("Bank") and Crystal Mountain, Inc., a Washington
Corporation ("Borrower"). Bank and Borrower are parties to a Loan Agreement
dated 14 September 1995 (Second Amended and Restated Loan Agreement) and wish to
make certain revisions to their loan arrangements as set forth in that
Agreement. Upon execution hereof that Agreement shall be amended as follows
effective April 30, 1996.
Section 6.10 is amended to read as follows:
Section 6.10 Tangible net Worth. At each fiscal year end of Borrower beginning
April 30, 1996, Borrower shall maintain a Tangible Net worth of at least
$4,000,000. During each fiscal year of Borrower thereafter, the Tangible Net
Worth shall be increased by an amount equal to 75% of Borrower's net profit for
the preceding year. At each fiscal year end beginning April 30, 1997, Borrower
shall maintain a ratio of Indebtedness to Tangible Net Worth of not more than
1.2 to 1. "Tangible net Worth" means the excess of total assets over total
liabilities, excluding, however, from the determination of total assets (a) all
assets which should be classified as intangible assets such as goodwill,
patents, trademarks, copyrights, franchises, and deferred charges (including
unamortized debt discount and research and development costs), (b) treasury
stock, (c) cash held in a sinking or other similar fund established for the
purpose of redemption or other retirement of capital stock, (d) to the extent
not already deducted from total assets, reserves for depreciation, depletion,
obsolescence or amortization of properties and other reserves or appropriations
of retained earnings which have been or should be established in connection with
the business conducted by the relevant corporation, and (e) any revaluation or
other write-up in book value of assets subsequent to the fiscal year of such
corporation last ended at the date of the Prior Loan Agreement.
Additional Negative Covenant:
Section 7.9. On or before December 5, each year beginning December 5, 1996,
Borrower will not have exceeded 95% of it's commitment amount. (If it has
exceeded 95% of it commitment amount, but has opened for it's winter season it
will be considered in compliance with this provision.)
Borrower may not hold it's borrowings below the 95% level by not paying it's
accounts payable differently than it would in the normal course of business.
Determination of same is to be at the sole discretion of the Bank based on
historical account payable levels (net of payables for capital expenditures).
<PAGE> 2
A default to this provision shall not constitute a default that results in
acceleration of the principal balance then owing, but would be considered a
funding default. Under the aforementioned default, the Bank may suspend any
further funding advances left under the Loan Commitment
Except as specifically set forth herein, all provisions of the Agreement remain
in full force and effect.
This Amendment to Second Amended and Restated Loan Agreement executed by the
parties on July 31, 1996.
Seafirst Bank
SW Commercial Banking
/s/ Michael J. Scott
Vice President
Crystal Mountain, Inc.
By: /s/ Robert Carlson
Title: Chairman, Board of Directors
By: /s/ Thomas Leonard
Title: President
<PAGE> 1
Exhibit 10.29
NATIONAL LEASE FINANCING SERVICES
Equipment Lease Financing since 1971
4370 LA JOLLA VILLAGE DRIVE, SUITE 400, SAN DIEGO, CALIFORNIA 92122
TELEPHONE: (619) 546-4888
June 20, 1995
Mr. George Schmidt
Director of Finance and Systems
CRYSTAL MOUNTAIN, INC.
P.O. Box 158
Enumclaw, Washington 98022
Dear George:
We are pleased to present the operating lease structures you have requested,
covering the Bombardier snowcats. This proposal is subject to final credit
approval and documentation satisfactory to lessor. Please indicate your
acceptance of these terms by executing this letter, selecting a lease plan, and
returning this letter with the required 1% refundable commitment fee in the
amount of $4,404.00 payable to National lease Financing Services.
LESSEE: Crystal Mountain, Inc.
EQUIPMENT: Three (3) Bombardier Plus(M) snowcats, each with
power tiller, all way blade, and compactor bar.
EQUIPMENT COST: $440,400.00 U.S. Dollars
TERM AND MONTHLY RENTALS:
PLAN A:
This lease will meet F.A.S.B.-13 accounting requirements for operating lease
treatment.
Twenty (20) seasonal monthly rentals of $21,227.28, each rental equal to 4.820%
of lessor's investment. The seasonal rentals shall be due December through April
of each of four (4) seasons over a forty-two (42) month term commencing in
November, 1995. The December, 1995 rental shall be due November, 1995, when the
lease commences and is funded. Rentals will total $106,136.40 for each season.
PLAN B
This lease will meet F.A.S.B.-13 accounting requirements for operating lease
treatment.
Twenty (20) seasonal monthly rentals of $21,227.28, each rental equal to 4.820%
of lessor's investment. The seasonal rentals shall be due December through April
of each of four (4) seasons over a forty-two (42) month term commencing in
November, 1995. An interim rental in the amount of $1,927.20 shall be due in
November, 1995, when the lease commences and is funded. With the exception of
the small November, 1995 interim rental, the rentals will total $106,136.40 for
each season.
LEASE EXPIRATION OPTIONS:
<PAGE> 2
Upon expiration of the basic lease term, lessee shall have the following
options:
1. Purchase all of the equipment for its then fair market value.
2. Re-lease all of the equipment at a reduced rental reflecting the
equipment's then fair market value.
3. Return all the equipment to the lessor.
LEASE COMMENCEMENT:
Equipment leased under this agreement shall be accepted, inspected, and funded
by November 15, 1995.
This proposal assumes that Bombardier will deliver the cats in October, 1995,
and that Crystal Mountain will place them in service by November 15, 1995.
TYPE OF LEASE:
This is a net lease transaction whereby maintenance, insurance, property taxes,
sales or use taxes, documentation costs, and all items of similar nature are for
the account of the lessee.
LEASE RENTAL INDEX:
The rentals on the lease plans presented herein are based on the current
forty-two (42) month U.S. Treasury Note yield of 5.8% as published in The Wall
Street Journal, Wednesday, June 14, 1995. The rentals set forth at the time of
funding and lease commencement shall be proportionally adjusted to reflect the
increase or decrease in the basis points spread from the current base yield
referenced above. Upon commencement of the lease, the rentals will remain fixed
for the duration of the lease term. Rentals will be proportionally adjusted to
the actual and final invoice cost from the vendor, and any applicable state and
local taxes.
TRANSACTION EXPENSES:
Lessee and lessor shall each pay its own expenses associated with this lease,
provided that lessee shall be responsible for any UCC search or filing fees, and
any documentation and inspection fees.
DUE DILIGENCE AND REFUND OF DEPOSITS TO VENDORS:
Both Crystal Mountain, Inc. (lessee) and lessor shall have a reasonable period
of time to undertake the due diligence necessary to complete to lease
documentation and fund Bombardier (the vendor). The due diligence shall include
lessee's right to a reasonable period of time to evaluate the lease
documentation prior to the execution of said documentation. Upon receipt of this
proposal/commitment letter executed by lessee, lessor shall have a reasonable
period of time to procure final lease approval and to prepare lease
documentation. Both lessee and lessor shall have the right to complete a
satisfactory on-site inspection of the assembled and operational equipment prior
to commencement and funding of the lease. Should the vendor require and receive
a deposit or payment in full from lessee before lessee is able to complete the
due diligence process presented herein, that deposit or payment shall be
refunded by the vendor immediately upon lessor's funding of the lease.
COMMITMENT FEE:
A commitment fee in the amount of $4,404.00 is required by National Lease
Financing as consideration for this agreement. The fee will be returned to you
upon lease commencement or applied against the first and/or second monthly
rental. If the lessee does not utilize the entire commitment, any proportional
<PAGE> 3
unapplied balance may be retained by the lessor. In the event that lessor's
credit committee does not approve this lease under the terms proposed herin, the
commitment fee will be returned promptly to lessee.
If these terms are acceptable, please indicate by signing in the area below and
returning this letter with your commitment fee by June 30, 1995. After that
date, this proposal shall be considered withdrawn.
George, I look forward to being of service to you in this transaction, and will
work closely with you to assure that it is completed to your entire
satisfaction.
Sincerely,
/s/ Chuck Gerni
GC/tlc
ACCEPTANCE:
We hereby accept your lease proposal and authorize the lessor to utilize such
credit information and facilities that National Lease Financing Services and/or
its affiliates may deem necessary and desirable for the analysis and processing
ot the lease transaction. Enclosed is our commitment fee in the amount fo
$4,404.00, which will be refunded to us if the Lessor fails to approve the
transaction proposed.
CRYSTAL MOUNTAIN, INC.
By: /s/ George Schmidt
Title: Director of Finance
Date: June 23, 1995
Commitment Fee Enclosed: $4,404.00
Lease Plan Selected: X
----------- -----------
A B
<PAGE> 1
Exhibit 10.30
EMPLOYMENT AGREEMENT
THE PARTIES to this Agreement are CRYSTAL MOUNTAIN, INC., a Washington
Corporation ("Crystal"), and THOMAS F. LEONARD of Crystal Mountain, Washington
("Leonard"), its President.
The parties agree as follows:
1. Position. Leonard continues to be retained by Crystal to serve as
its President. At Leonard's option, his services may be provided through a
corporation of which he is the sole shareholder. His powers and duties as
president shall be generally as set forth in the Bylaws and specifically as
shall be provided by the Board of Directors from time to time.
2. Term. This Agreement shall be effective May 1, 1996 through April
30, 1999, or until terminated by either party upon giving the other party ten
(10) days written notice. Unless otherwise agreed, this Agreement will be
extended for a subsequent three (3) year term, on or before April 30 of each
year.
Except as provided below, there shall be no severance pay in the
event the termination is for any of the following reasons:
A. Voluntary termination by Leonard; or
B. The Board of Directors terminates Leonard for cause. For
purposes of this Agreement, "cause" means conviction of a felony, knowing action
or inaction by Leonard which significantly, adversely affects Crystal's
financial condition, or any knowing action or inaction by Leonard which
significantly, objectively, and adversely harms Crystal's operations or
reputation in the community.
3. Compensation. Leonard shall be compensated at a rate to be
established annually. In addition, he may receive an incentive bonus based on
his performance. Any such bonus plan will be a subjective plan established
annually, determined solely by the Board of Directors containing those criteria
felt by the Board to be those which most materially affect Crystal's operations
and future.
A Deferred Compensation Agreement ("Plan") has also been arranged
with regard to such compensation and such other amount(s) as are identified by
the Board of Directors as subject to the Plan.
4. Severance Pay. In the event that Leonard's employment is terminated
because of the following reasons, severance pay will be paid as described below:
A. In the event of voluntary termination by the Board of
Directors, for reasons other than cause, Leonard shall receive severance pay
equal to six (6) months' base salary (calculated without taking bonus payments
into account, if any) payable in equal monthly installments over a period of six
(6) months together with insurance benefits as outlined in Section 5.C, below.
B. In the event of sale, merger, transfer of assets, or other
similar event which results in termination, other than for "cause" as defined in
Section 2, of Leonard's employment, Leonard shall receive severance pay equal to
his base salary (calculated without taking bonus payments into account, if any)
payable in equal monthly installments over the remaining period of the unexpired
term of this Agreement, as set forth in section 2, together with insurance
benefits as outlined in Section 5.C, below.
In addition, in the event that Leonard's employment is
terminated for any reason (with or without cause), including disability or
death, Leonard, or his designated beneficiary in the event of his
<PAGE> 2
death, shall be paid a lump sum salary continuation payment of $45,000 within
thirty (30) days following termination.
5. Benefits.
A. Housing. In view of the remote location of Crystal's business
premises, as a condition of Leonard's employment Crystal agrees to provide, and
Leonard is required to accept, suitable housing at Crystal Mountain, which shall
include all utilities and maintenance.
B. Transportation. Leonard shall be provided with a company car
for his business use, as needed to perform services hereunder, which shall
include all operating and maintenance costs.
C. Insurance. Leonard shall be provided with health and life
insurance under the company plan. In addition, Leonard may be eligible for life
insurance coverage in accordance with the Split-Dollar Insurance Agreements and
Assignments of Life Insurance Policy incorporated herein by this reference.
Under said Agreements, and Assignments, Crystal is entitled to repayment of
premiums advanced within thirty (30) days of Leonard's termination of
employment, and Crystal has the right to recover premiums advanced from the
proceeds of the policy, or its cash value, as the case may be. If, for any
reason, Crystal does not fully recover premiums advanced within said thirty (30)
day period, payments under Section 4 hereof shall be reduced accordingly.
D. Vacation and Sick Leave. Leonard will be granted reasonable
vacation time and sick leave.
E. Business Expense. Leonard shall be reimbursed for all
reasonable business expenses incurred on behalf of Crystal.
F. Other Benefits. Leonard will be a participant in all other
benefits normally provided to Crystal's full-time employees, subject to any
eligibility requirements regularly applicable to such benefit programs.
6. Applicable Law. This contract and all rights hereunder shall be
governed by the applicable laws of the state of Washington.
7. Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto and may not be modified except upon the
written agreement of the parties hereto.
CRYSTAL MOUNTAIN, INC.
/s/ Thomas F. Leonard /s/ Robert E. Carlson
Chairman, Board of Directors
<PAGE> 1
Exhibit 10.31
EMPLOYMENT AGREEMENT
THE PARTIES to this Agreement are CRYSTAL MOUNTAIN, INC., a Washington
Corporation ("Crystal"), and GEORGE SCHMIDT of Crystal Mountain, Washington
("Schmidt"), its Director of Finance & Systems.
The parties agree as follows:
1. Position. Schmidt continues to be retained by Crystal to serve as
its Director of Finance & Systems. At Schmidt's option, his services may be
provided through a corporation of which he is the sole shareholder. His powers
and duties as Director of Finance & Systems shall be generally as set forth in
the Bylaws and specifically as shall be provided by the Board of Directors from
time to time.
2. Term. This Agreement shall be effective May 1, 1996 through April
30, 1997, or until terminated by either party upon giving the other party ten
(10) days written notice. Unless otherwise agreed, this Agreement will be
extended for a subsequent one (1) year term, on or before April 30 of each year.
Except as provided below, there shall be no severance pay in the
event the termination is for any of the following reasons:
A. Voluntary termination by Schmidt; or
B. The Board of Directors terminates Schmidt for cause. For
purposes of this Agreement, "cause" means conviction of a felony, knowing action
or inaction by Schmidt which significantly, adversely affects Crystal's
financial condition, or any knowing action or inaction by Schmidt which
significantly, objectively, and adversely harms Crystal's operations or
reputation in the community.
3. Compensation. Schmidt shall be compensated at a rate to be
established annually.
4. Severance Pay. In the event that Schmidt's employment is terminated
because of the following reasons, severance pay will be paid as described below:
A. In the event of voluntary termination by the Board of
Directors, for reasons other than cause, Schmidt shall receive severance pay
equal to four (4) months' base salary (calculated without taking bonus payments
into account, if any) payable in equal monthly installments over a period of
four (4) months together with insurance benefits as outlined in Section 5.A,
below.
B. In the event of sale, merger, transfer of assets, or other
similar event which results in termination, other than for "cause" as defined in
Section 2, of Schmidt's employment, Schmidt shall receive severance pay equal to
his base salary (calculated without taking bonus payments into account, if any)
payable in equal monthly installments over the remaining period of the unexpired
term of this Agreement, as set forth in section 2, together with insurance
benefits as outlined in Section 5.A, below.
5. Benefits.
A. Insurance. Schmidt shall be provided with health and life
insurance under the company plan.
B. Vacation and Sick Leave. Schmidt will be granted reasonable
vacation time and sick leave.
<PAGE> 2
C. Business Expense. Schmidt shall be reimbursed for all
reasonable business expenses incurred on behalf of Crystal.
D. Other Benefits. Schmidt will be a participant in all other
benefits normally provided to Crystal's full-time employees, subject to any
eligibility requirements regularly applicable to such benefit programs.
6. Applicable Law. This contract and all rights hereunder shall be
governed by the applicable laws of the state of Washington.
7. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto and may not be modified except upon the written
agreement of the parties hereto.
CRYSTAL MOUNTAIN, INC.
/s/ George Schmidt /s/ Robert E. Carlson
Chairman, Board of Directors
<PAGE> 1
Exhibit 10.32
EMPLOYMENT AGREEMENT
THE PARTIES to this Agreement are CRYSTAL MOUNTAIN, INC., a Washington
Corporation ("Crystal"), and PETER G. GILLIS of Crystal Mountain, Washington
("Gillis"), its Vice President.
The parties agree as follows:
1. Position. Gillis continues to be retained by Crystal to serve as its
Vice President. At Gillis's option, his services may be provided through a
corporation of which he is the sole shareholder. His powers and duties as Vice
President shall be generally as set forth in the Bylaws and specifically as
shall be provided by the Board of Directors from time to time.
2. Term. This Agreement shall be effective May 1, 1996 through April
30, 1999, or until terminated by either party upon giving the other party ten
(10) days written notice. Unless otherwise agreed, this Agreement will be
extended for a subsequent three (3) year term, on or before April 30 of each
year.
Except as provided below, there shall be no severance pay in the
event the termination is for any of the following reasons:
A. Voluntary termination by Gillis; or
B. The Board of Directors terminates Gillis for cause. For
purposes of this Agreement, "cause" means conviction of a felony, knowing action
or inaction by Gillis which significantly, adversely affects Crystal's financial
condition, or any knowing action or inaction by Gillis which significantly,
objectively, and adversely harms Crystal's operations or reputation in the
community.
3. Compensation. Gillis shall be compensated at a rate to be
established annually.
A Deferred Compensation Agreement ("Plan") has also been arranged
with regard to such compensation and such other amount(s) as are identified by
the Board of Directors as subject to the Plan.
4. Severance Pay. In the event that Gillis' employment is terminated
because of the following reasons, severance pay will be paid as described below:
A. In the event of voluntary termination by the Board of
Directors, for reasons other than cause, Gillis shall receive severance pay
equal to six (6) months' base salary (calculated without taking bonus payments
into account, if any) payable in equal monthly installments over a period of six
(6) months together with insurance benefits as outlined in Section 5.C, below.
B. In the event of sale, merger, transfer of assets, or other
similar event which results in termination, other than for "cause" as defined in
Section 2, of Gillis' employment, Gillis shall receive severance pay equal to
his base salary (calculated without taking bonus payments into account, if any)
payable in equal monthly installments over the remaining period of the unexpired
term of this Agreement, as set forth in section 2, together with insurance
benefits as outlined in Section 5.C, below.
5. Benefits.
A. Housing. In view of the remote location of Crystal's business
premises, as a condition of Gillis' employment Crystal agrees to provide, and
Gillis is required to accept, suitable housing at Crystal Mountain, which shall
include all utilities and maintenance.
<PAGE> 2
B. Transportation. Gillis shall be provided with a reimbursement
allowance for use of his car for business use, as needed to perform services
hereunder. In the future, at the discretion of Crystal, Gillis may be provided
with a company car for his business use.
C. Insurance. Gillis shall be provided with health and life
insurance under the company plan.
D. Vacation and Sick Leave. Gillis will be granted reasonable
vacation time and sick leave.
E. Business Expense. Gillis shall be reimbursed for all reasonable
business expenses incurred on behalf of Crystal.
F. Other Benefits. Gillis will be a participant in all other
benefits normally provided to Crystal's full-time employees, subject to any
eligibility requirements regularly applicable to such benefit programs.
6. Applicable Law. This contract and all rights hereunder shall be
governed by the applicable laws of the state of Washington.
7. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto and may not be modified except upon the written
agreement of the parties hereto.
CRYSTAL MOUNTAIN, INC.
/s/ Peter G. Gillis /s/ Robert E. Carlson
Chairman, Board of Directors
<PAGE> 1
Exhibit 10.33
FS-2700-23 (7/93)
OMB No. 0596-0082
(Expires: 6/30/96)
<TABLE>
<S> <C> <C> <C>
U.S. DEPARTMENT OF AGRICULTURE Holder No. Type Site Authority
Forest Service 4 1 0 7-6 1 6 1 9 9 9
AMENDMENT Issue Date Expir. Date Region
FOR 04/03/92 12/31/31 0 6
SPECIAL-USE PERMIT
Forest District State County
0 5 0 7 5 3 0 5 3
</TABLE>
AMENDMENT NUMBER 2
This Amendment is attached to and made a part of the Term special-use permit for
SKI AREA issued to CRYSTAL MOUNTAIN, INC. on APRIL 3, 1992 which is hereby
amended as follows:
DELETE:
VI. FEES, G. (Page 13)
2. The authorized officer, prior to October 1, shall furnish the holder with a
tentative rate which shall be applied to sales in the fee calculation (item 1),
such rate to be one that shall produce the expected fee based on past
experience. The correct fee shall be determined at the end of the year and
credited and applied against the next payment due.
ADD:
VI. FEES, G. (Page 13)
2. The authorized officer, prior to May 1, shall furnish the holder with a
tentative rate which shall be applied to sales in the fee calculation (item 1),
such rate to be one that shall produce the expected fee based on past
experience. The correct fee shall be determined at the end of the year and
credited and applied against the next payment due.
(ALL OTHER CONDITIONS REMAIN UNCHANGED)
This Amendment is accepted subject to the conditions set forth herein, and to
conditions -- to -- attached hereto and made a part of this Amendment.
Holder: /s/ Thomas Leonard Authorized Officer: /s/ Dennis E. Bschor
CRYSTAL MOUNTAIN, INC. DENNIS E. BSCHOR
President Forest Supervisor
4/25/96 4/23/96
<PAGE> 1
FIVE YEAR SELECTED DATA
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
1996*** 1995 1994 1993 1992
--------------------------------------------------------
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
Revenues $ 7,458 $ 9,272 $ 8,889 $ 9,643 $ 8,176
Income From Operations* $ 1,669 $ 813 $ 984 $ 1,591 $ 1,354
Income (Loss) Before Tax $ 846 (493) $ (239) $ 394 $ 69
Net Income (Loss) $ 846 (438) $ (239) $ 384 $ 159
Earnings (Loss) Per Share** $ 30.93 (16.03) $ (8.75) $ 14.04 $ 5.80
BALANCE SHEET DATA
Working Capital $ (289) (1,008) $ (767) $ (866) $ (618)
Total Assets $ 8,473 8,826 $ 8,844 $ 9,052 $ 8,787
Long-term Debt $ 3,792 4,442 $ 4,346 $ 4,276 $ 4,628
Shareholders' Equity $ 3,546 2,700 $ 3,138 $ 3,377 $ 2,994
STATISTICAL DATA
Skier Visits 264 320 311 362 303
Days of Operation (Winter) 121 155 122 139 128
Opening Day (Winter) Dec. 15 Nov. 6 Dec. 10 Nov. 24 Nov. 23
</TABLE>
* Income from operations excludes depreciation, amortization and interest
expenses.
** Earnings per share are based upon 27,319 weighted average shares
outstanding for all years presented.
*** Seven months ended April 30, 1996
SHAREHOLDER INFORMATION
FORM 10-KSB
A copy of the Company's Form 10-KSB annual report to the Securities and
Exchange Commission is available upon written request to Lawrence Hard,
Secretary.
DIVIDEND POLICY
It has been Company policy to retain all earnings to fund business
development and growth. The Company has never declared or paid cash dividends
and does not intend to do so in the foreseeable future. As provided in Article V
of the Articles of Incorporation, a shareholder holding 20 or more shares of
Class A common stock is entitled to purchase the equivalent value of one lead
ticket for each share of Class A common stock so held. The price of such tickets
purchased by shareholders is no more than 10% of the current price to the
public.
STOCK MARKET ACTIVITY
The Company is aware several brokerage firms are making a market in the
common stock. Transfers in the stock do occur through private transactions. The
following table sets forth the range of prices at which the Company's stock was
sold in the public market by quarter:
<TABLE>
<CAPTION>
High Low
<S> <C> <C>
December 1994 $310 $310
March 1995 $320 $310
June 1995 $325 $310
September 1995 $325 $325
December 1995 $335 $322
March 1996 $335 $310
</TABLE>
HOLDERS
There were 26,609 Class A and 710 Class B common shares outstanding at
both April 30, 1996 and September 30, 1995.
1
<PAGE> 2
August 1, 1996
TO: All Shareholders
FROM: Bob Carlson, Chairman
Crystal Mountain Board of Directors
Subject: Letter of Intent with Boyne USA, Inc.
As many of you are aware, Crystal Mountain over the years has had a number of
groups approach us regarding capital investment and acquisition scenarios. This
activity has intensified over the past few months during which time we have
received several offers. Following careful review of these offers and
expressions of interest, I am very pleased to announce to you that a Letter of
Intent has been signed with Boyne USA, a premier ski resort development and
operations company.
The agreement calls for your lift privileges to remain intact and for Boyne USA
to make a minimum of $15 million of on-mountain capital improvements in the next
ten years. Boyne USA has been actively involved with the ski area development
and management since 1948 and can be found on the internet at
http://www.bigskyresort.com.
Final approval of this transaction will require a vote of the shareholders.
Information will come to you in the form of a proxy statement which will be
prepared and forwarded to you following the due diligence period. We anticipate
this information being completed by mid-September. For your review I have
enclosed a copy of the press release announcing the signing of the letter of
intent.
2
<PAGE> 3
NEWS RELEASE
Page 1 of 2
FOR IMMEDIATE RELEASE: FOR FURTHER INFORMATION:
AUGUST 1, 1996 Pete DeLaunay (206) 682-3699
Art Tebo (616) 549-6060
John Kircher (406) 995-5770
SKI AREA OPERATOR/DEVELOPER TO COMMIT
$15 MILLION FOR CRYSTAL MT. IMPROVEMENTS
Crystal Mountain, Wash. - Boyne USA, Inc., owner of Big Sky - Montana;
Brighton - Utah; Boyne Mt., Mich. and Boyne Highlands, Mich. ski areas has
signed a Letter of Intent with Crystal Mountain Resort.
The understanding calls for the acquisition of the assets and
liabilities of Crystal Mountain, together with a commitment from Boyne USA to
invest a minimum of $15 million of on-mountain capital improvements during the
next ten years, $8 million of which are to be made during the next five years.
Improvements will be contingent upon approvals obtained from the United
States Forest Service and other regulatory agencies. Crystal Mountain Resort is
located on 4,300 acres of land which is leased from the U.S. Forest Service.
In addition, Crystal Mountain shareholders will retain their lift
privileges and, following completion of the transaction, these lift privileges
will be honored at other Boyne USA ski areas.
"Specific recommendations for on-mountain improvements will be
announced once both parties have concluded a 45 day due diligence or discovery
period," said Crystal Mountain Board Chairman, Bob Carlson. "Crystal Mountain
shareholders must approve the final transaction at a shareholder's meeting,
expected later this Fall."
Crystal Mountain Resort was opened for business in 1962 by investors
who envisioned an area for skiers of all levels.
Crystal Mountain is considered Washington's premier ski area with 3,000
vertical feet, 10 lifts, conference facilities and accommodations.
3
<PAGE> 4
Page 2 of 2
"To fulfill the vision of our shareholders and loyal skiers,
improvements to the area will require capital beyond our current capabilities,"
said Tom Leonard, Crystal Mountain President. "Joining the Boyne USA group will
allow full realization of Crystal Mountain's potential."
Proxy solicitation materials, containing complete information regarding
the proposal, will be prepared for distribution to shareholders by Fall, 1996.
Boyne USA, Inc. is a privately held company based in Michigan. It has
owned and operated ski areas since 1948. In addition to its ski areas in
Michigan, Montana, and Utah, Boyne operates eight championship golf courses and
a scenic chair in Gattlenburg, Tenn.
Commenting on the transaction Everett Kircher, President and Founder of
Boyne Resorts said, "We are pleased to have the opportunity to be in the Pacific
Northwest. From the time of our first visit more than 13 years ago we have
regarded Crystal Mountain as the crown jewel of the region. We welcome the
chance to help continue and enhance the tradition of a great family ski
experience."
4
<PAGE> 5
CORPORATE MESSAGE
July 26, 1996
To our shareholders:
The later than normal December 15 opening and weak Christmas season
started our year on a disappointing note. Mid-January snows and cold
temperatures created some of the best skiing in years, for about three weeks.
This was followed by one of the worst extended periods of rain and floods in the
Northwest and Crystal's history. A short period of cold in late February and
early March fizzled, with warm weather and low skier counts characterizing the
spring period.
Skier visits of 264,000 were down dramatically from the 320,000 and
311,000 of the previous two years. This drop has resulted in the third year of
losses in a row on a twelve month basis. This report covers the seven months
through April 30, 1996, our new fiscal year end, but provides twelve month
comparisons to aid in understanding. While the Board and Management recognize
the primary reason for the reduced business is weather, we are deeply concerned
with this pattern.
Ours is a competitive and capital intensive industry where timing of
business volume and amounts vary widely. We are now faced with deciding whether
to down size to operate profitably at the 250,000 skier level or add capital to
grow to the 400,000 or more skier visit level. While we believe the unfavorable
weather the company has experienced in the last few years is temporary, and that
capital investment in snowmaking and new facilities will help offset weather
variability, to continue as currently configured as an undercapitalized company
may have elements of risk that are unacceptable.
The company has been evaluating alternatives and is taking several
steps to regain profitability. This evaluation process has included gaining
advice from shareholders and past Board Members on various strategies. Plans
adopted recognize both the need to reduce the scope and cost of the company's
services and the need to attract additional capital. To aid in cost reduction we
have changed our fiscal year to April 30, to allow reorganization to gain staff
efficiency. Other cost reduction steps are aimed at preserving core services and
eliminating costly ancillary services. The board is also evaluating various
alternatives to add long-term capital. In all cases the concept is to strengthen
shareholder value and company stability.
The weather frustrates us at times, but each year begins a new
opportunity for our company. We are far better positioned to profit from a good
year now than in the past and with the adjustments the Board is making, we are
optimistic about Crystal's future.
Your board and employees remain committed to making Crystal a long-term
success.
/s/ Bob Carlson
Bob Carlson
Chairman of the Board
/s/ Tom Leonard
Tom Leonard
President
5
<PAGE> 6
CRYSTAL MOUNTAIN -- WASHINGTON STATE'S BEST SKI RESORT
Crystal Mountain, Inc. (the Company), owns and operates a mountain
resort facility in the beautiful Cascade Mountains of Washington State. The
resort, located at the headwaters of Silver Creek in the Mt. Baker -- Snoqualmie
National Forest, is adjacent to Mt. Rainier National Park. Crystal Mountain is
conveniently located near the greater Seattle metropolitan area. It serves the
Puget Sound region and attracts vacationers from throughout the Northwestern
United States and Canada.
CRYSTAL MOUNTAIN -- THE SKI RESORT
Crystal is comprised of over 4,300 acres, which are used under a
special permit from the United States Forest Service. The village elevation at
Crystal is 4,400 feet and the summit is 7,002 feet. Our Northway run drops below
the ski village to 3,900 feet, providing a 3,102 foot vertical drop. The terrain
offers skiing for individuals of all ages and levels of experience. The resort
has ten chair lifts consisting of a high speed quadruple lift, a regular speed
quadruple lift, three triple-chair lifts and five double-chair lifts plus one
beginner handle-tow. The resort employs approximately 650 people during peak
operations of which 28 are full time, year-round employees.
The state's largest single ski area, Crystal was incorporated in 1955
and opened in 1962. We are proud of our position of national recognition for
excellent skiing. Crystal continues to be rated as one of the top resorts in the
Pacific Northwest. Crystal remains known as a friendly, family-oriented,
intimate, value-priced ski resort with a well-developed mountain.
Crystal primarily serves day visitors but is the only resort in
Washington state with both hotel and condominium facilities within walking
distance to the base lift facilities. The Company owns and operates a 20 room
hotel, a main lodge with two restaurants and an entertainment bar, the Summit
House Restaurant, a business conference center, a ski rental and repair
facility, and numerous support facilities. Concessionaires own and operate two
hotels, and a restaurant with a bar and delicatessen. Another concessionaire
also operates a ski shop which is in a facility owned by the Company. In
addition, 96 privately owned condominium units have been built at Crystal of
which, pursuant to Forest Service requirements, 20% must be available to the
public.
CRYSTAL MOUNTAIN -- THE SUMMER RESORT
During late spring, summer and early fall, Crystal offers scenic rides
to the summit on two chairlifts, fine dining at the Summit House Restaurant, and
mountain biking, hiking, swimming, tennis, and disc golf. There are RV hookups,
a base area restaurant, and both hotel and condominium accommodations offering
meeting rooms serving both tourists and groups. In the summer, Crystal can be
reached from several scenic highways offering breathtaking views of the Cascade
Mountains.
IMPROVING THE SKIING EXPERIENCE
Each year the Company strives to introduce new facilities and services
to maintain itself as a leader in the skiing industry. During Fiscal 1994, we
introduced the First Tracks automated ticketing system. The system improved our
business controls, allowed for more flexible pricing and provided for a number
of guest features in a membership package called Club Vertical. members receive
lift discounts and the ability to bypass ticket lines using our Ski Key
technology charging their credit card when accessing the lift for the first time
each day. Surveys of our members confirm that the "Direct to Lift" feature is
the most important with daily discounts scoring second in the list of ten
benefits. Our goal is to expand membership dramatically based upon a survey of
over 4,000 current members with a very high acceptance rating of the program.
Last fall we remodeled our day lodge to include a Guest Service Center.
From this center we assist our guests with any situation, provide current and
accurate information about skiing conditions, grooming, weather, mountain tours,
and even sell guests their Club Vertical memberships. Our Guest Service Center
updates information about our skiing, grooming and weather conditions on our ski
reports beginning at 5 a.m. every morning and as conditions change throughout
the day. Skiers enjoy frequent accurate updates and we plan to continue this
service.
6
<PAGE> 7
Crystal Mountain became one of the first ski areas in the country to
offer the Easy Load moving carpet system on two of our busier chairs. The load
carpet installations were in direct response to our skiers request to reduce
lift stoppages and to improve our lifts' efficiency for moving people up the
mountain. Initially, factory design problems delayed the use of the carpets.
Once operational in mid-January, the load carpets met our objectives. The
average efficiencies of these lifts were between 70-75% before the installation
of the load carpets and 94% plus after installation. This improvement is
directly attributed to the installation of the Easy Load moving carpets. While
the company's long-term plans call for detachable lifts, at 94% efficiency these
lifts achieve nearly the same capacity as a detachable lift at a fraction of the
cost. The estimated cost to replace Chair 9 with a detachable lift is $2.5
million, and to convert the Midway shuttle to be a detachable lift is $1.2
million. The load carpet installations at these lifts were $113,000 at Chair 9
and $125,000 on Midway shuttle.
Our commitment to serving family skiers was reaffirmed by restructuring
our family discounts and to reflect the realities of single parent families. Not
only did this strategy result in more passes sold but increased season pass
revenue as well. We enlarged the unload zone in front of the ticket plaza and
designated the enlarged areas as a family drop off zone. This made it easier to
get the entire family out of the car and onto the hill as conveniently as
possible. Last winter we introduced "The Ski School Pass" for teens and youths
taking multi-week lessons. These passes are designed to make learning to ski
very affordable and allow more opportunities for the students to improve their
skills and become life-long skiers and snowboarders. The "Ski School Pass" was a
hit! 50% of the students enrolled in our multi-week ski schools purchased this
product in the first year it was offered. We expect that this product will be
more popular next winter and will help our ski schools to attract more new
skiers and snowboarders.
Crystal Mountain is famous for having some of the best extreme skiing
terrain in the Pacific Northwest. However, we are committed to providing
intermediate and beginner skiers with great skiing as well. We increased our
grooming fleet to enable us to provide groomed runs every day. Last winter our
grooming fleet allowed us to provide excellent skiing conditions with less than
normal snow depths. The weather was very difficult last winter but our grooming
fleet made a big difference in the quality of the product that we were able to
offer. Without this expanded grooming fleet we may have lost more skiers due to
slope conditions.
We increased our inventory of snowboards to better meet the demands of
the rapidly growing snowboard market. We upgraded our ski tuning machine so that
we can repair skis and snowboards quickly and expertly. Our demo rental center
continued to be very successful. Last year we added prestige rental packages to
our inventory for those guests who desire to rent equipment that performs at a
level between standard rental and high performance demo equipment. Next winter
we will have 200 pair of the new shaped skis included in our rental product mix.
Shaped skis have big tips and tails with lots of sidecut, and are the next
technological revolution in the ski industry. Shaped skis allow beginners to
learn in less time, use less energy on variable terrain conditions and are
easier to ski on normal terrain. These skis may allow a skier to remain an
active skier longer and bring skiers who have left the sport back to the sport.
We proudly announced the opening of our business conference center in
the space formerly occupied by the Crystal Cookhouse. This proved successful and
we will continue to focus and enhance this product.
We are nearing the completion of the final phase of our 1983 Master
Plan. The remaining elements include the construction of a restaurant at the top
of the Rendezvous lift, expansion of the Summit House, expanding base area
service facilities, and further developing night skiing. In preparation for the
next Master Plan and in order to assure compliance with the revised Record of
Decision and The President's Forest Plan, we are conducting extensive
environmental studies of Crystal's entire permit area. Actual development of the
next Master Plan will begin upon completion of these studies. The planning
process will include shareholder and public input and must be completed by 1999.
Environmental regulations, Federal land ownership policies and capital
availability will guide the implementation of the Master Plan.
7
<PAGE> 8
COMPLIANCE WITH GOVERNMENTAL REGULATIONS AND ENVIRONMENTAL LAWS
The Company works to maintain a positive relationship with the Forest
Service as "partners in recreational development."
The land occupied by the Company is regulated by a 40-year Ski Area
Term Special Use Permit issued in 1992. In addition, the Company has two
separate 30-year term Special Use Permits covering the condominium facilities.
The continued use of these permit areas is subject to certain regulations common
to all ski areas developed on United States Forest Lands.
These include restrictions on land use, environmental compliance, and
water and sewer regulations among others. Advance approval must be obtained
from the United States Forest Service for all construction, land alterations,
and significant repairs. In granting permission, the Forest Service considers
the protection of the natural esthetics of the land. The permits may be
canceled at any time with equitable consideration for improvements made to the
area.
Annual fees paid to the Forest Service under these permits are
determined by a formula based upon the resort's fixed asset value and revenues.
The rate for 1997 is expected to be 2% of the resort area revenue, after sales
tax.
INDEPENDENT AUDITORS' REPORT
===============================================================================
To the Board of Directors
Crystal Mountain, Inc.
We have audited the accompanying balance sheet of Crystal Mountain,
Inc. as of April 30, 1996 and September 30, 1995 and the related statements of
operations, changes in stockholders' equity, and cash flows for the seven months
ended April 30, 1996 and year ended September 30, 1995. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Crystal Mountain,
Inc. as of April 30, 1996 and September 30, 1995, and the results of its
operations and its cash flows for the seven months ended April 30, 1996 and year
ended September 30, 1995 in conformity with generally accepted accounting
principles.
/s/ Moss Adams LLP
Seattle, Washington
June 18, 1996
8
<PAGE> 9
<TABLE>
<CAPTION>
BALANCE SHEET
=============================================================================================================
APRIL 30, September 30,
1996 1995
------------- -------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 158,000 $ 154,000
Short-term investments 121,000 115,000
Accounts receivable 80,000 37,000
Inventories 122,000 160,000
Prepaid expenses 92,000 125,000
- -----------------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS 573,000 591,000
LAND IMPROVEMENTS, BUILDINGS AND EQUIPMENT,
NET 7,785,000 8,089,000
OTHER ASSETS 115,000 146,000
- -----------------------------------------------------------------------------------------------------------
TOTAL ASSETS $ 8,473,000 $ 8,826,000
===========================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 243,000 423,000
Accrued liabilities 547,000 719,000
Interest payable 24,000 94,000
Deferred income 48,000 107,000
Current portion of long-term debt and leases - 256,000
- -----------------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 862,000 1,599,000
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS,
NET OF CURRENT PORTION 4,065,000 4,527,000
- -----------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES 4,927,000 6,126,000
- -----------------------------------------------------------------------------------------------------------
COMMITMENTS (Notes 11 and 12)
STOCKHOLDERS' EQUITY
Common stock --
Class A, $50 par value per share,
90,000 shares authorized, 26,609 issued and outstanding 1,331,000 1,331,000
Class B, $20 par value per share,
25,000 shares authorized, 710 issued and outstanding 14,000 14,000
Additional paid-in capital 505,000 505,000
Retained earnings 1,696,000 850,000
- -----------------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY 3,546,000 2,700,000
- -----------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND EQUITY $ 8,473,000 $ 8,826,000
===========================================================================================================
</TABLE>
See accompanying notes to financial statements.
9
<PAGE> 10
<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS
=====================================================================================================================
SEVEN MONTHS Year
ENDED Ended
APRIL 30, September 30,
1996 1995
------------- -------------
<S> <C> <C>
REVENUES
Mountain operations $ 5,977,000 $ 7,083,000
Food services 1,481,000 2,189,000
- ---------------------------------------------------------------------------------------------------------------------
7,458,000 9,272,000
- ---------------------------------------------------------------------------------------------------------------------
EXPENSES
Mountain operations 2,944,000 4,052,000
Food services 1,262,000 1,950,000
General and administrative 1,583,000 2,457,000
Depreciation and amortization 606,000 955,000
Interest 217,000 351,000
- ---------------------------------------------------------------------------------------------------------------------
6,612,000 9,765,000
- ---------------------------------------------------------------------------------------------------------------------
Income (loss) before income taxes 846,000 (493,000)
Income tax benefit - 55,000
- ---------------------------------------------------------------------------------------------------------------------
NET INCOME (LOSS) $ 846,000 $ (438,000)
=====================================================================================================================
NET INCOME (LOSS) PER COMMON SHARE $ 30.97 $ (16.03)
=====================================================================================================================
WEIGHTED AVERAGE SHARES OUTSTANDING 27,319 27,319
=====================================================================================================================
</TABLE>
See accompanying notes to financial statements.
10
<PAGE> 11
<TABLE>
<CAPTION>
STATEMENT OF CASH FLOWS
=====================================================================================================================
SEVEN MONTHS Year
ENDED Ended
APRIL 30, September 30,
1996 1995
------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 846,000 $ (438,000)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities
Deferred income tax - (55,000)
Depreciation and amortization 606,000 955,000
Loss on disposition of assets - 25,000
Change in
Accounts receivable (43,000) 29,000
Inventories 38,000 (60,000)
Prepaid expenses 33,000 (13,000)
Other assets 31,000 51,000
Accounts payable (180,000) 297,000
Accrued liabilities (242,000) 317,000
Deferred income (59,000) 37,000
- ---------------------------------------------------------------------------------------------------------------------
1,030,000 1,145,000
- ---------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Change in short-term investments (6,000) (3,000)
Capital expenditures (302,000) (960,000)
- ---------------------------------------------------------------------------------------------------------------------
(308,000) (963,000)
- ---------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of line of credit - (400,000)
Net borrowings (repayment) on long-term debt (710,000) 235,000
Principal payments on capital leases (8,000) (11,000)
- ---------------------------------------------------------------------------------------------------------------------
(718,000) (176,000)
- ---------------------------------------------------------------------------------------------------------------------
NET INCREASE IN
CASH AND CASH EQUIVALENTS 4,000 6,000
CASH AND CASH EQUIVALENTS
Beginning of year 154,000 148,000
- ---------------------------------------------------------------------------------------------------------------------
End of year $ 158,000 $ 154,000
=====================================================================================================================
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION
Cash paid during the year for interest $ 287,000 $ 349,000
=====================================================================================================================
Cash paid during the year for income taxes $ - $ -
=====================================================================================================================
</TABLE>
See accompanying notes to financial statements.
11
<PAGE> 12
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
======================================================================================================================
Additional
Common Paid-In Retained
Stock Capital Earnings Total
------ ---------- -------- -----
<S> <C> <C> <C> <C>
BALANCE, September 30, 1994 $ 1,345,000 $ 505,000 $ 1,288,000 $ 3,138,000
Net loss (438,000) (438,000)
- ----------------------------------------------------------------------------------------------------------------------
BALANCE, September 30, 1995 1,345,000 505,000 850,000 2,700,000
Net Income 846,000 846,000
- ---------------------------------------------------------------------------------------------------------------------
BALANCE, APRIL 30, 1996 $ 1,345,000 $ 505,000 $ 1,696,000 $ 3,546,000
=====================================================================================================================
</TABLE>
See accompanying notes to financial statements.
NOTES TO FINANCIAL STATEMENTS
===============================================================================
NOTE 1 - OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- -------------------------------------------------------------------------------
OPERATIONS -- Crystal Mountain, Inc. (the Company), owns and operates a
year-round mountain resort facility in the Cascade Mountains of Washington
State. The Company's facilities are located on land owned by the U.S. Government
and operations are carried out under a U.S. Forest Service Special Use Permit
(Note 12). The resort has two distinct seasons with skiing and other winter
activities generally occurring from November through April and summer operations
occurring from June through September. The Company's business is subject to
unusual seasonality and therefore operating results are highly dependent upon
weather conditions.
CASH EQUIVALENTS -- Investments with maturities of three months or less
at the date of purchase are considered to be cash equivalents for purposes of
the statement of cash flows (Note 4).
SHORT-TERM INVESTMENTS -- Short-term investments are categorized as
held-to-maturity as the Company has the positive intent and ability to hold
those investments to maturity. Investments are recorded at the lower of
amortized cost or fair value and have maturities of three months to one year
(Note 4).
INVENTORIES -- Inventories are stated at the lower of cost (first-in,
first-out basis) or market.
12
<PAGE> 13
NOTE 1 - OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
- -------------------------------------------------------------------------------
LAND IMPROVEMENTS, BUILDINGS AND EQUIPMENT -- Land improvements,
buildings and equipment are stated at cost and depreciated or amortized using
straight-line and accelerated methods over the estimated useful lives of the
assets. The estimated useful lives are as follows:
Lifts 15-20 years
Land improvements 12-20 years
Buildings and utilities 5-20 years
Equipment 3-10 years
SFAS No. 121, Accounting For The Impairment of Long-Lived Assets and
For Long-Lived Assets To Be Disposed Of, establishes accounting standards for
the impairment of long-lived assets to be held and used and those to be disposed
of. Long-lived assets to be held and used by a company are required to be
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. Measurement of an
impairment loss for such long-lived assets should be based on the fair value of
the asset. Long-lived assets to be disposed of are required to be reported
generally at the lower of the carrying amount or fair value less cost to sell.
SFAS No. 121 is effective for fiscal years beginning after December 15, 1995.
INCOME TAXES -- Income taxes are accounted for using an asset and
liability approach which requires the recognition of deferred tax liabilities
and assets for the expected future tax consequences of temporary differences
between the financial statement and tax basis of assets and liabilities at the
applicable enacted tax rates. SFAS No. 109 requires a valuation allowance
against deferred tax assets if, based on the weight of available evidence, it is
more likely than not that some or all of its deferred tax assets will not be
realized.
USE OF ESTIMATES -- The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.
FINANCIAL INSTRUMENTS AND CREDIT RISK -- Financial instruments which
potentially subject the Company to significant concentrations of credit risk
consist principally of cash, cash equivalents, and short-term investments. The
Company maintains cash accounts and investments with highly creditworthy
financial institutions and credit risk is deemed to be minimal.
ADVERTISING AND PROMOTION EXPENSE -- Advertising and promotion costs
are expensed when incurred or expensed ratably over the year in relation to
revenue. The Company expensed $278,000 and $383,000 for advertising and
promotion costs in the seven months ended in 1996 and year ended in 1995,
respectively.
RECLASSIFICATIONS -- Certain items on the balance sheet and statement
of operations have been reclassified in the September 30, 1995 presentation to
conform to the April 30, 1996 presentation. These changes have no effect on net
operating results.
13
<PAGE> 14
NOTE 2 - CHANGE IN FISCAL YEAR END
- -------------------------------------------------------------------------------
The Company, with the consent of its Board of Directors, has elected to
change its year end to April 30th. As a result, the 1996 statements of
operations, changes in stockholders' equity, and cash flows reflect a seven
month period.
The following summary information is provided for comparative analysis.
The unaudited, projected statement of operations for the year ending September
30, 1996 is subject to a number of risks and uncertainties which might cause
actual results to differ materially from stated expectations.
STATEMENT OF OPERATIONS
(000'S)
<TABLE>
<CAPTION>
Seven months ended Years ended
April 30, September 30,
--------------------- -----------------------
(Unaudited)
(Unaudited) (Projected)
1996 1995 1996 1995
------- ------- ------- -------
<S> <C> <C> <C> <C>
Revenues
Mountain operations $ 5,977 $ 6,835 $ 6,293 $ 7,083
Food services 1,481 1,857 1,794 2,189
------- ------- ------- -------
7,458 8,692 8,087 9,272
------- ------- ------- -------
Expenses
Mountain operations 2,944 3,273 3,776 4,052
Food services 1,262 1,587 1,597 1,950
General and administrative 1,583 1,877 2,145 2,457
Depreciation and amortization 606 613 967 955
Interest 217 208 392 351
------- ------- ------- -------
6,612 7,558 8,877 9,765
------- ------- ------- -------
Income (loss) before income taxes 846 1,134 (790) (493)
Income tax benefit -- -- -- 55
------- ------- ------- -------
Net Income (loss) $ 846 $ 1,134 $ (790) $ (438)
======= ======= ======= =======
Net Income (loss) per
common share $ 30.97 $ 41.51 $(28.92) $(16.03)
======= ======= ======= =======
</TABLE>
14
<PAGE> 15
NOTE 3 - LIQUIDITY, PROFITABILITY AND MANAGEMENT'S PLAN
- -------------------------------------------------------------------------------
Poor weather conditions during the past three ski seasons have been the
primary cause of recurring operating losses. The losses have significantly
reduced resources available to fund capital improvements and completion of the
Master Plan. The ability of the Company to continue to upgrade its facilities is
vital in order to compete with other regional ski areas. As discussed in Note 12
the Company operates under a Term Special Use Permit, which requires the
completion of a Master Plan by April 1, 1999. The Company renewed the Special
Use Permit in April, 1992. Management estimates the cost to complete the Plan to
be approximately $400,000 over the next three years.
The Company operates with the facility of a bank line of credit. The
loan agreement calls for annual reductions in the borrowing limit (Note 6) and
that certain financial covenants be met. In order to meet the loan requirements,
the Company may need to fund capital improvements with operating cash flows or
other capital sources.
Management has taken significant steps to mitigate the effects of the
prior operating losses. In order to preserve cash flow during the summer of 1996
the number of full-time employees and operating costs have been reduced. Capital
expenditures for the summer have also been significantly reduced from prior
years. Management and the Board of Directors are exploring other sources of
capital to fund future improvement of the area, completion of the Master Plan,
and operating cash requirements (Note 15).
NOTE 4 - DISCRETIONARY FUNDS
- -------------------------------------------------------------------------------
The Company's Board of Directors has restricted cash equivalents and
short-term investments for future corporate purposes as follows:
<TABLE>
<CAPTION>
APRIL 30, September 30,
1996 1995
------------- -------------
<S> <C> <C>
Cash and cash equivalents $ 158,000 $ 154,000
Short-term investments 121,000 115,000
------------- -------------
$ 279,000 $ 269,000
============= =============
</TABLE>
NOTE 5 - LAND IMPROVEMENTS, BUILDINGS, AND EQUIPMENT
- -------------------------------------------------------------------------------
Land improvements, buildings, equipment and capital projects in
progress are recorded at cost and consist of:
<TABLE>
<CAPTION>
APRIL 30, September 30,
1996 1995
------------- -------------
<S> <C> <C>
Lifts $ 6,215,000 $ 5,940,000
Land improvements 2,677,000 2,674,000
Buildings and utilities 5,625,000 5,541,000
Equipment 3,501,000 3,377,000
Capital projects in progress 336,000 529,000
------------- -------------
18,354,000 18,061,000
Less accumulated depreciation and amortization (10,569,000) (9,972,000)
------------- -------------
$ 7,785,000 $ 8,089,000
============= =============
</TABLE>
15
<PAGE> 16
NOTE 6 - BANK NOTE PAYABLE
- -------------------------------------------------------------------------------
The Company has a long-term reducing, revolving line of credit with
Seafirst Bank which provides for maximum borrowings of $6,750,000 through May
31, 1997. The loan agreement requires annual reductions in the borrowing limit
of a minimum of $250,000 to a maximum of $750,000 based on the Company's cash
flow for the fiscal year as defined and calculated by the bank. At times during
the winter months, the agreement requires the Company to maintain the principal
balance of the loan at an amount which is less than the maximum borrowing limit.
Interest is charged on any outstanding borrowings at LIBOR plus 2.5%, or at the
bank's prime rate plus 1/2%, as elected by the Company. The agreement is secured
by substantially all assets of the Company, including assignment in trust of the
Company's interest and rights under the Special Use Permit (Note 12). The
agreement terminates May 31, 2002 or 2003 depending on certain covenants within
the agreement.
The agreement contains additional financial covenants which must be met
annually. In 1996 and 1995, the Company was in compliance with or had obtained
waivers for such covenants.
NOTE 7 - CAPITAL LEASE OBLIGATIONS
- -------------------------------------------------------------------------------
The Company leased certain equipment under various capital lease
agreements with interest rates ranging from 7.75% to 14.5%. The leases expired
in 1996. The present value of future minimum lease payments at September 30,
1995 was $16,000.
NOTE 8 - FAIR VALUE OF FINANCIAL INSTRUMENTS
- -------------------------------------------------------------------------------
SHORT-TERM INVESTMENTS - The carrying amount reported in the balance
sheet approximates fair value due to the short maturity of those instruments.
NOTE PAYABLE TO BANK - The carrying value of the Company's long-term
note payable is a reasonable estimate of fair value since the interest rate is
variable.
NOTE 9 - INCOME TAXES
- -------------------------------------------------------------------------------
A reconciliation of the income tax provision (benefit) to the amounts
computed by applying the federal statutory income tax rate to income before
income tax is as follows:
<TABLE>
<CAPTION>
APRIL 30, September 30,
1996 1995
------------------------ ------------------------
AMT % Amt %
------------------------ ------------------------
<S> <C> <C> <C> <C>
Income tax provision at
federal statutory rate $ 287,000 34.0 $ - -
Deferred (benefit) expense 23,000 2.8 (233,000) (47.2)
Increase (decrease) in valuation allowance (310,000) (36.8) 178,000 36.1
------------------------ ------------------------
Income tax (benefit) expense
and effective tax rate $ - - $ (55,000) (11.1)
======================== ========================
</TABLE>
16
<PAGE> 17
NOTE 9 - INCOME TAXES (Continued)
- -------------------------------------------------------------------------------
The components of deferred income tax liabilities (assets) are as
follows:
<TABLE>
<CAPTION>
APRIL 30, September 30,
1996 1995
------------- -------------
<S> <C> <C>
Deferred income tax liability
Depreciation expense $ (477,000) $ (500,000)
Deferred income tax assets
Net operating loss carryforwards
and credits 480,000 813,000
Valuation allowance (3,000) (313,000)
------------- -------------
Total deferred income tax $ - $ -
============= =============
</TABLE>
At September 30, 1995 the Company had approximately $2,437,000 of net
operating loss carryforwards. The deferred tax asset net of the deferred tax
liability was reduced to zero by a valuation allowance based on management's
belief that the benefit of the net operating loss carryforwards would not be
realized. The current period net income resulted in the realization of a portion
of the net operating loss carryforwards, and decrease in the valuation
allowance. As a result, at April 30, 1996 the Company had approximately
$1,480,000 of net operating loss carryforwards for tax purposes which expire at
various dates from 2005 to 2009.
NOTE 10 - 401(k) RETIREMENT SAVINGS PLAN
- -------------------------------------------------------------------------------
The Company has a 401(k) Plan which covers all eligible employees.
Participants may contribute up to 25% of their gross compensation to the Plan.
Employer matching contributions range from 25% to 100% of up to 6% of
participant contributions. Participants become 100% vested in employer
contributions ratably over seven years. For the seven months ended in 1996 and
year ended in 1995, the Company's expense for employer matching contributions
were $21,000 and $34,000, respectively.
NOTE 11 - EMPLOYMENT AND DEFERRED COMPENSATION AGREEMENTS
- -------------------------------------------------------------------------------
The Company has employment agreements with three key employees. One
agreement is for a single year, expiring in April, 1997. The two remaining three
year agreements began in 1996 and are renewed annually. All agreements specify
that the employees are to be compensated at a rate to be established annually by
the Company's Board of Directors. The agreements also provide for severance pay.
The amounts paid vary depending on the circumstances of termination. As of April
30, 1996 the maximum amount of severance pay for which the Company would be
obligated for terminations without cause is $99,000, representing approximately
six months of gross pay. There will be no amounts due when termination is with
cause. Terminations as a result of sale or merger would result in severance pay
of one to three years, and would be payable by the acquiring entity.
A deferred compensation plan was made available to two employees
covered under the employment agreements. These plans are nonqualified and are
maintained to allow the Company to defer a portion of the employee's annual
compensation. The Company funds these plans on a yearly basis. Expense for the
seven months ended April 30, 1996 was $8,000. In 1995, $48,000 was expensed as
employer contributions for service in 1995 and prior years.
17
<PAGE> 18
NOTE 12 - COMMITMENTS AND CONTINGENCIES
- -------------------------------------------------------------------------------
USE PERMIT -- Crystal Mountain operates under a Term Special Use Permit
issued by the United States Department of Agriculture Forest Service. The permit
was renewed as of April 1, 1992 for forty years until April 1, 2032. According
to the permit, the Company is required to pay a graduated fee to the Forest
Service based on net revenue and gross fixed assets used. Fees paid to the U.S.
Forest Service in 1996 and 1995 amounted to approximately 2% of revenue.
LEASES -- The Company leases equipment and an office facility under
operating lease agreements which expire in 1999. For seven months in 1996 and
year ended in 1995, lease expense amounted to $233,000 and $202,000,
respectively. Future minimum payments under the leases are:
<TABLE>
<S> <C>
1997 $ 218,000
1998 164,000
1999 110,000
-------------
$ 492,000
=============
</TABLE>
CONTINGENCIES -- Injury claims are filed against the Company during the
normal course of business. The Company has insurance coverage subject to a
$50,000 deductible per occurrence, with a maximum of $150,000 to be incurred by
the Company annually. Accordingly, the Company believes the ultimate outcome of
these matters will not have a material effect on the accompanying financial
statements. The total expense for deductibles associated with claims was $27,000
and $79,000 in the seven months ended in 1996 and year ended in 1995,
respectively.
NOTE 13 - RELATED PARTY TRANSACTIONS
- -------------------------------------------------------------------------------
Certain services are provided by members of Crystal Mountain's Board of
Directors or their related companies. Amounts paid to related parties amounted
to $67,000 and $158,000, in the seven months ended in 1996 and year ended in
1995, respectively.
NOTE 14 - COMMON STOCK
- -------------------------------------------------------------------------------
The Company has never declared or paid cash dividends and does not
intend to do so in the foreseeable future. The policy is to reinvest in
facilities and operating improvements. As provided in Article V of the Articles
of Incorporation, a shareholder holding 20 or more shares of Class A common
stock is entitled to purchase the equivalent value of one lead ticket for each
share of Class A common stock so held. The price of such tickets purchased by
shareholders is no more than 10% of the current price to the public.
18
<PAGE> 19
NOTE 15 - SUBSEQUENT EVENT
- -------------------------------------------------------------------------------
On July 31, 1996 the Company signed a letter of intent to sell its net
assets to a privately held Michigan-based ski area and resort operator. The
purchaser would acquire all of the Company's assets (other than retained cash)
and liabilities. The purchaser would provide the Company with sufficient future
lift ticket credits to enable the Company to continue in perpetuity the
shareholder lift privileges (Note 14), potentially extending them to include
other areas owned by the purchaser. As an additional inducement for selling the
net assets, the purchaser agrees to expend over a ten year period not less than
$15,000,000 in specific on-mountain capital improvements, $8,000,000 of which is
to be expended in the first five years.
The sale of net assets under the terms outlined in the letter of intent
may result in an accounting loss to the Company without consideration of the
lift ticket credits to be provided to the Company and/or its shareholders. The
accounting loss would be equal to the excess of the Company's carrying value of
the assets over the total liabilities assumed by the purchaser. The Company's
total liabilities will continue to increase from May 1, 1996 to the date of
opening for ski season. The extent of the accounting loss realized will be
directly affected by the timing of the date of sale. Assuming the sale closes
November 30, 1996 the accounting loss is estimated to range from $400,000 to
$700,000.
19
<PAGE> 20
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION
Statements in this report covering future performance, developments,
expectations or events, constitute forward looking statements which are subject
to a number of risks and uncertainties which might cause actual results to
differ materially from stated expectations.
CHANGE IN FISCAL YEAR END
Effective March 20, 1996 the Board of Directors of Crystal Mountain,
Inc., approved the change of the Company's fiscal year from a September 30 year
end, (the fiscal year end used in its most recent filing with the Securities and
Exchange Commission), to a new fiscal year end of April 30. This change was made
to smooth out the work flow for the staff throughout the year allowing the
Company to reduce overhead costs. The new fiscal quarters will be July 31,
October 30, and January 31. The transition period will be for the seven months
ended April 30, 1996.
RESULTS OF OPERATIONS
The Company's business is subject to unusual seasonality and therefore
operating results are highly dependent upon weather conditions. Approximately
93% of revenue is earned during the winter months, with the vast majority of
earnings occurring between December 20 and March 10. Variability in weather, a
short revenue generating period and high fixed costs make earnings volatile.
During the summer and fall, significant expenses are incurred in preparation for
the ski season. The expense of operating ski lifts and ancillary services during
the ski season are relatively constant no matter the number of skiers. Once
earnings cover fixed expenses, net income grows rapidly due to the low
incremental cost of providing services to additional skiers.
Crystal competes primarily with eight local ski areas including the
four Snoqualmie Pass areas, Stevens Pass, White Pass, Mission Ridge and Mt.
Baker. Additional competition comes from the regional destination resorts at Mt.
Bachelor, Mt. Hood, Sun Valley and Whistler/Blackcomb. Crystal continues to
pursue the local Seattle Metropolitan Area with program sales and promotions. In
addition, direct and group sales are made through community, fraternal
organizations, businesses and custom promotions.
Despite the many competitive alternatives and the unusual operating
problems associated with weather conditions inherent to the ski resort industry,
Crystal has maintained a relatively consistent level of skier visits in
comparison to our local competition. In fact, our market share increased 2% last
winter. The last two winters we experienced dramatic weather fluctuations that
have caused a drop in skier visits from historic levels. 1996 was particularly
affected because of the timing of bad weather arriving coincident with the key
revenue generating periods around Christmas/New Year, Martin Luther King Day,
and Presidents Day.
SEVEN MONTHS ENDED APRIL 30, 1996 COMPARED TO THE SEVEN MONTHS ENDED APRIL 30,
1995
Once again the 1995 - 1996 winter season has proven how weather
dependent we are. We did not open until December 15, 1995, compared to our
earliest opening ever on November 6, 1994. Although skiing conditions were good
at times in spite of low snow, the entire region, including Crystal Mountain was
not able to attract skiers and snowboarders due to negative perceptions of
conditions from opening until January 15, 1996. In mid-January until the first
week of February over 5 feet of snow fell and our skier visits met or exceeded
projections for that time of the season.
20
<PAGE> 21
February 5 through 11, 1996, our entire region experienced severe
rainfall, 10.73 inches in six days, causing major floods throughout Western
Washington. (If that amount of rain was snow we would have received over 100
inches of snow in 6 days). The only highway to our resort was washed out and
closed for four days. The rains continued for two weeks depressing skier visits
during this period and significantly undermined skier interest for the rest of
the ski season. During this two week period our projected skier visits, based
upon an 11-year history, were 31,000 visits while our actual visits were 12,109
visits, with a negative variance of 18,891 visits in two weeks! This severe drop
caused an estimated $560,000 decline in net income for just these two weeks.
During the Spring skiing period, March 18, 1996 to closing April 14,
1996, the weather turned warmer and wetter than normal. Skier visits for the
Spring period were below projections by 22%, and 34% less than actual visits for
the same Spring period last year.
Daily paid skier visits for the entire skiing season, December 15, 1995
to April 14, 1996, totaled 196,939 compared to 252,959 for the previous season,
November 6, 1994 to April 9, 1995. This represents a decrease of 56,020 skier
visits (22%) and over $1,234,000 in revenue compared to the prior year.
The graphic illustration on page 24 reveals the impact of recent late
openings and or violent weather on skier visits compared to the company's twelve
year average skier visits by week. The late opening, below average holiday
period visits, and the disastrous floods in February made the seven months ended
April 30, 1996 an extreme challenge for management to mitigate losses caused by
these conditions.
The Company's ability to reduce variable costs is limited once the
mountain is open for the season. It is difficult to reduce operating costs as
revenues decline, without cutting the quality of services that skiers expect and
are required if the Company is to respond to new snowfall and remain competitive
during the ski season. Comparison between the seven months ended April 30, 1996,
and the seven months ended April 30, 1995, show large variances, first because
the resort operated 39 days less in 1995-1996, and second due to the weather
related decline in skier visits. Mountain operating expenses were down 12%
primarily due to the shorter season and aggressive cost reductions where
possible. Food services expenses were down 22%, a combination of fewer days of
operations and lower variable costs associated with lower revenues. General and
administrative expenses were also down 11% due to cost reduction measures and
the shorter season.
Interest expense increased 4% due to the late opening and losses from
operations increasing debt levels. Total interest was positively affected
through management of LIBOR interest rate option positions available during the
year.
Total revenues for the seven months ended April 30, 1996, decreased
$1,234,000 (14%) from the same period ending April 30, 1995, and total expenses
decreased $946,000 (13%) resulting in net income at April 30, 1996, of $846,000
(-21%) versus net income of $1,134,000 at April 30, 1995.
The company has net operating loss carryforwards for tax purposes of
approximately $1,480,000, and therefore, no tax liability is reported. The
Company estimates a net loss of $790,000 for the 12 month period from October 1,
1995 to September 30, 1996, which was the Company's old fiscal year.
21
<PAGE> 22
The Company's total bank debt was $4,065,000 at April 30, 1996, up from
$3,092,000 at April 30, 1995, an increase of $973,000, comprised of $150,000 of
lift upgrades installed in Summer 1995, and lower operating profits for the
period. Our late opening combined with warm and wet weather that resulted in
less skier visits did not allow us to pay down our debt as much as the prior
year.
SEVEN MONTHS ENDED APRIL 30, 1995 COMPARED TO THE SEVEN MONTHS ENDED APRIL 30,
1994
The 1994 - 1995 winter season proved just how vulnerable we are to
variations in weather. we began this winter season with one of our earliest
openings on November 6, 1994. Skiing conditions were excellent and business was
ahead of expectations. By the middle of December the Company was on track for a
record year for snowfall, skier visits and revenues.
Unseasonably warm weather arrived in mid-December and remained with us
until the middle of March. Due to warm and often stormy weather during this core
period of our winter season the Company did not attract the number of daily paid
skier visits normally expected. Unfortunately, much of the warm weather occurred
during the Christmas holidays, Martin Luther King weekend, and Presidents Day
weekend, historically our best revenue earning periods. During these three
periods alone we normally get 83,000 paid skiers at full holiday prices but only
had 41,000 skier visits. This had a dramatic impact on our revenues. The 42,000
drop in paid skier visits at full holiday prices represents more than $1,500,000
of potential revenues.
In addition to poor paid skier visits during the holiday periods,
non-holiday paid skier visits fell below normal levels by another 34,000 visits.
We were fortunate that the month of November was so strong and that we were
48,000 paid skier visits ahead before the weather deteriorated.
With our early November 6 opening we operated an entire month longer
than our normal season and overall skier visits were 3% higher in 1995 than
1994. The increase in paid skier visits resulted in an increase in revenues of
6% or approximately $474,000 between 1995 and 1994. However, we had to operate
27% longer during the 7 months ended April 30, 1995 to attain these revenues and
with the extra month of operations we incurred increased operating expenses of
11.85% or approximately $714,000. Even with a difficult year interest expense
was up only slightly at $208,000 for 1995, versus $184,000 in 1994.
The results for the 12 months ended September 30, 1995, the Company's
previous fiscal year end, included a year end net loss of $438,000 (loss of
$16.03 per share) and internally generated cash of $462,000.
LIQUIDITY AND CAPITAL RESOURCES
Crystal Mountain has grown in services and sophistication in response
to earlier years of skier visit growth and anticipated demand for improved
services. We have been postured to serve 350,000 to 450,000 skiers per year.
Recent weather variability and regional competition has dropped our normal total
visits to the 250,000 to 300,000 range resulting in lower revenues to support a
cost structure aimed at full service for more skiers. This posture under the
variable weather in recent years resulted in losses for the last three years
even with dramatic budget revisions and cost reduction measures undertaken by
management when compared on a twelve month basis. Continued losses will
significantly jeopardize the company's ability to maintain its current good
relationship with the bank and may force some sort of capital restructure.
The Company is evaluating alternatives and will take several steps to
regain profitability. The Company is reorganizing and has down-sized this spring
to realize cost savings through the spring and summer.
22
<PAGE> 23
Year round positions have been reduced to 28 from 37. Capital
expenditures for this summer and fall are scheduled at their lowest level in
recent years, less than $100,000. Management simultaneously is also
investigating options that would involve a capital infusion that would allow the
Company to expand facilities with the bank and may force some sort of capital
restructure.
The Company has maintained its financing agreement with Seafirst Bank
since 1988. The agreement was modified in 1990 to establish a seasonal line of
credit for $1,500,000 as part of the term debt agreement in 1993 to change the
interest rate provision, and in 1995 to consolidate the seasonal line of credit
with the term debt into one note that is a reducing, revolving line of credit.
The limit was increased to $7,000,000.
This is a revolving note which requires that for 60 consecutive days
each 12-month period (June 1 to May 1, annually) balances must be $2,300,000
below the maximum commitment for the year. The interest rate is at the bank's
prime rate plus one half percent (.5%) or LIBOR plus two and a half percent
(2.5%). This agreement allows the Company to maximize the benefits of cash flow
buildup the ski season by allowing the pay down of the term debt when high
volumes of cash are available. The Company is then allowed to borrow funds back
for its maintenance programs an capital projects through the summer and fall.
This arrangement avoids having to invest short-term cash in traditional manners
and yields a higher effective return on short-term money.
Loan agreements with Seafirst Bank contain covenants regarding
financial ratios, payment of dividends, stock redemption, liquidation, mergers
and sales of a substantial portion of the Company's assets, all of which are
pledged as security for the Company debt with Seafirst Bank. During 1995 the
Company was temporarily not in compliance with certain loan covenants and
obtained a waiver from the bank.
As stated above, the Company's agreement with the bank allows for the
Company to pay down debt during the winter from cash flow generated during the
ski season and then borrow funds back for maintenance programs and capital
projects. The current bank line and investments are estimated to allow for
summer operations, summer maintenance programs, and the pre-season preparations
for the 1996-1997 ski season.
SIGNIFICANT SUBSEQUENT EVENT
Crystal Mountain Inc. has signed a Letter of Intent with Boyne USA,
Inc., owner of Big Sky - Montana, Brighton - Utah, Boyne Mt., Michigan and Boyne
Highlands, Michigan.
The understanding calls for the acquisition of the assets and
liabilities of the Company, together with a commitment from Boyne USA to invest
a minimum of $15 million of on-mountain capital improvements during the next ten
years, $8 million of which are to be made during the next five years.
Improvements will be contingent upon approvals obtained from the United States
Forest Service and other regulatory agencies.
In addition, Crystal Mountain shareholders will retain their lift
privileges and, following completion of the transaction, these lift privileges
may be honored at other Boyne USA ski areas.
Specific recommendations for on-mountain improvements will be announced
once both parties have concluded a 45 day due diligence or discovery period.
Crystal Mountain shareholders must approve the final transaction at a
shareholder's meeting, expected later this Fall.
Proxy solicitation materials, containing complete information regarding
the proposal, will be prepared for distribution to shareholders by Fall, 1996.
Boyne USA, Inc. is a privately held company based in Michigan. It has
owned and operated ski areas since 1948. In addition to its ski areas in
Michigan, Montana, and Utah, Boyne operates eight championship golf courses and
a scenic chair in Gattlenburg, Tennessee.
23
<PAGE> 24
CRYSTAL MOUNTAIN, INC
DAILY PAID SKIER VISITS BY WEEK DURING THE SKIING SEASON
<TABLE>
<S> <C> <C> <C> <C> <C>
Week 5 Thanksgiving
Ave. Paid Skier Visits '85-'96 264,281 Ave. Pd. Visits/Week '85-'96 10,571 Weeks 9&10 Christmas
Skier Paid Visits 1995 252,957 Ave. Pd. Visits/Week 1995 10,118 Week 13 MLK
Skier Paid Visits 1996 197,083 Ave. Pd. Visits/Week 1996 7,883 Week 17 Presidents
</TABLE>
24
<PAGE> 25
BOARD OF DIRECTORS
ROBERT E. CARLSON
Manager, Western Washington Fair Assoc.
WILLIAM S. COGHILL
Business Specialist
Tom Torkens, Sculpture and Design
NANCY K. DEES
Vice President of Puyallup School District
Board of Directors
PETER F. DELAUNAY
President
DeLaunay Communications, Inc.
ROBERT J. DIERCKS
Partner
Foster, Pepper & Shefelman
Attorney At Law
DAVID W. GOSSARD
Attorney At Law
Sole Practitioner
LAWRENCE F. HARD
Shareholder
LeSourd & Patten, P.S.
Attorney At Law
WILLIAM W. JEUDE
President, Univest Capital Corporation
THOMAS F. LEONARD
President
Crystal Mountain, Inc.
DELIGHT S. MAHALKO
Executive Secretary
Pacific Northwest Ski Areas Association
JAMES C. MARTINSON
Marketing Manager, Shadow Products Division
Sunrise Medical
W. DAVID SCHODDE, JR.
Pres., Enumclaw Landscape Maintenance, Inc.
Owner, Enumclaw Nursery
CORPORATE OFFICERS
ROBERT E. CARLSON
Chairman, Board of Directors
W. DAVID SCHODDE, JR.
Vice Chairman, Board of Directors
THOMAS F. LEONARD, President
PETER G. GILLIS, Vice President
Mountain Operations
LAWRENCE E. HARD, Secretary
WILLIAM W. JEUDE, Treasurer
CORPORATION INFORMATION
CORPORATE HEADQUARTERS
CRYSTAL MOUNTAIN, INC.
1 Crystal Mountain Blvd.
Crystal Mountain, Washington 98022
AUDITORS
MOSS ADAMS LLP
Seattle, Washington
ATTORNEYS
LESOURD & PATTEN, P.S.
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