<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
(Mark One) FORM 10-QSB/A
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended Commission File Number 0-2374
January 31, 1997
CRYSTAL MOUNTAIN, INC.
(Exact name of registrant as specified in its charter)
ONE CRYSTAL MOUNTAIN BLVD.
CRYSTAL MOUNTAIN, WASHINGTON 98022
(address of principal executive offices)
Washington 91-0683256
(State of Incorporation) (IRS Employer Identification
Number)
(360) 825-3865
(Telephone number)
Indicate by check mark whether the registrant 1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and 2) has been subject to such filing
requirements for the past 90 days.
Yes (X) No ( )
At January 31, 1997, 26,609 shares of $50 par value Class A common stock and 710
shares of $20 par value Class B common stock were outstanding.
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CRYTAL MOUNTAIN, INC.
TABLE OF CONTENTS
<TABLE>
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Page No.
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PART I Financial Information
Item 1 Financial Statements
Balance Sheet 3
Statement of Income 4
Statement of Cash Flows 5
Notes to Financial Statements 6
Item 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations 7-9
PART II Other Information
Item 6 Exhibit Index 10
Signatures 12
</TABLE>
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<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
CRYSTAL MOUNTAIN, INC.
BALANCE SHEET
(Unaudited)
ASSETS
<TABLE>
<CAPTION>
31-Jan 31-Jan
1997 1996
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<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 244,000 $ 283,000
Short-term investments 124,000 115,000
Accounts receivable 60,000 69,000
Inventories 298,000 193,000
Prepaid expenses 128,000 158,000
---------- ----------
Total current assets 854,000 818,000
LAND IMPROVEMENTS, BUILDINGS AND EQUIPMENT, net 7,417,000 7,944,000
OTHER ASSETS 114,000 88,000
========== ==========
TOTAL ASSETS $8,385,000 $8,850,000
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable 663,000 666,000
Accrued liabilities 610,000 965,000
Interest payable 27,000 39,000
Deferred income 74,000 64,000
Current portion of term debt and leases 250,000 250,000
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Total current liabilities 1,624,000 1,984,000
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS,
net of current portion 4,156,000 3,707,000
DEFERRED INCOME TAX -- --
---------- ----------
Total liabilities 5,780,000 5,691,000
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 755,000 1,309,000
---------- ----------
Total stockholders' equity 2,605,000 3,159,000
========== ==========
TOTAL LIABILITIES & EQUITY $8,385,000 $8,850,000
========== ==========
</TABLE>
See accompanying notes to financial statements.
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<PAGE> 4
CRYSTAL MOUNTAIN, INC.
STATEMENT OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
For the Nine Months Ended
31-Jan
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1997 1996
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<S> <C> <C>
REVENUES
Mountain operations $ 4,285,000 $ 3,731,000
Food services 1,118,000 1,048,000
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5,403,000 4,779,000
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EXPENSES
Mountain operations 2,665,000 2,367,000
Food services 1,020,000 1,005,000
General and administrative 1,648,000 1,562,000
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Income (loss) from operations 5,333,000 4,934,000
Depreciation and amortization 707,000 700,000
Interest 291,000 302,000
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6,331,000 5,936,000
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Income (loss) before income taxes (928,000) (1,157,000)
Income tax benefit (expense) (13,000) 70,000
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NET INCOME (LOSS) $ (941,000) $(1,087,000)
=========== ===========
NET EARNINGS PER COMMON SHARE $ (34.44) $ (39.79)
=========== ===========
WEIGHTED AVERAGE SHARES
OUTSTANDING 27,319 27,319
=========== ===========
</TABLE>
See accompanying notes to financial statements.
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CRYSTAL MOUNTAIN, INC.
STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
For the Nine Months Ended
31-Jan
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1997 1996
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (Loss) $ (941,000) $(1,087,000)
Adjustments to reconcile net income (loss)
to net cash provided by operating activities
Depreciation and amortization 707,000 700,000
Change in
Accounts receivable 20,000 (19,000)
Inventories (176,000) (89,000)
Prepaid expenses (36,000) (95,000)
Other assets -- 5,000
Accounts payable 420,000 490,000
Accrued liabilities 63,000 497,000
Interest payable 3,000 19,000
Deferred income 26,000 (91,000)
Deferred income tax (55,000)
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86,000 275,000
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CASH FLOWS FROM INVESTING ACTIVITIES
Change in short-term investments (3,000) (3,000)
Capital expenditures (338,000) (727,000)
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(341,000) (730,000)
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CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings on long-term debt 341,000 591,000
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341,000 591,000
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NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 86,000 136,000
CASH AND CASH EQUIVALENTS
Beginning of period 158,000 147,000
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End of period $ 244,000 $ 283,000
=========== ===========
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION
Cash paid during the period for interest $ 288,000 $ 283,000
=========== ===========
</TABLE>
See accompanying notes to financial statements.
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CRYSTAL MOUNTAIN, INC.
NOTES TO FINANCIAL STATEMENTS
SIX MONTHS ENDED JANUARY 31, 1997 AND 1996
(Unaudited)
NOTE 1 - SUMMARY OF FINANCIAL STATEMENT PRESENTATION
In the opinion of management, the financial statements include all
adjustments necessary to present fairly the changes in financial position and
results of operations for the interim periods reported.
Revenues are subject to material seasonal variations with approximately
90% of the Company's revenue recognized during the winter months of each fiscal
year. Interim operating results may not be taken as fairly representative of the
estimated results for a full fiscal year.
The financial statements should be read with reference to "management's
Discussion and Analysis of Financial Condition and Results of Operations"
contained herein and the "Notes to financial Statements" set forth in the
Company's 10-KSB filing for the year ended April 30, 1996.
NOTE 2 - PROVISION FOR INCOME TAX
There is no income tax provision for the interim periods reported
because the Company has significant net operating loss carryforwards which are
fully reserved.
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PART I - FINANCIAL INFORMATION
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS
NINE MONTHS ENDING JANUARY 31, 1997 COMPARED TO NINE
MONTHS ENDING JANUARY 31, 1996
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.
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,
to a new fiscal year end of April 30, (the fiscal year end used in its most
recent filing with the Securities and Exchange Commission). This form 10-QSB is
the third quarterly report filed under the new fiscal year. The 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 are July 31, October
31, and January 31. The transition period report was the seven months ended
April 30, 1996.
The Company generates most of its revenues (93%) during the winter months with
the vast majority of earnings occurring between December 20 and March 10. During
the late spring, summer and early fall, the Company offers scenic rides to the
summit of the mountain on two chairlifts, fine dining at the Summit House
Restaurant, and mountain biking, hiking, tennis, and disc golf. There are RV
hookups, a base area restaurant, both hotel and condominium accommodations
offering meeting rooms serving tourists and groups. Significant expenses are
incurred to prepare for the ski season during the summer and fall.
Historically the summer recreational operations generated a loss when isolated
from the summer and fall ski season preparation costs. Summer results for the
past two years have been negatively impacted by road construction on 10 miles of
the main highway to the resort. The highway construction was completed in
November 1996. In light of the road construction and the previous years poor
performance management critically reviewed the summer recreation operations and
developed a plan that retained these operations while reducing Summer's impact
on overall profitability. These actions reduced the Company's losses from summer
operations.
Opening day for the 1996 - 1997 ski season was Friday, November 22, 1996, and
Friday, December 15, 1995, for the 1995 - 1996 ski season. The Company opened
for operations 25 days earlier in 1997 than 1996. However, the average number
of skier visits per day has been lower and has resulted in year to date skier
visits only slightly greater than the prior year. For the nine months ended
January 31, 1997, revenues are up $624,000 (13.1%) from the prior year while
operating expenses were up $399,000 (8.1%) resulting in a increase of $225,000
(145.2%) of net operating income for the period. Mountain operations, food
services, and general and administration expenses and were up by 12.6%, 1.5% and
5.5% respectively.
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<PAGE> 8
General and administrative includes $200,000 of legal and other costs associated
with the potential acquisition of the Company by Boyne USA, Inc. These costs are
not normal operating costs for the Company, and are not expected to be material
to total operating costs for the year and therefore they are not reported
separately on the statement of income. However, when these costs are considered
in comparing general and administrative cost for the nine months ended January,
1997 to 1996, general and administrative costs were reduced $114,000 (9%) and
overall operating expenses are only up $199,000 (4%) versus the $399,000
(8.1%).
Depreciation expense is up 1.0% from the prior nine months. Interest expense is
down 3.6% from the prior nine months due to the resort opening earlier than the
prior year.
The overall loss before income taxes is $928,000 (19.8%) or $229,000 less than
the nine months ended January 31, 1996. A tax expense of $13,000 for 1997 and a
tax benefit of $70,000 results in net after tax loss of $941,000 in 1997 and
1,087,000 in 1996 a decrease in net after tax loss of $146,000 (13.4%). Based
upon projected operations for the balance of the ski season the Company will
record a small loss for the fiscal year ending April 30, 1997, and be out of
compliance with bank loan covenants for which a waiver will need to be obtained.
The Company's total bank debt is $4,406,000 at January 31, 1997, $449,000
greater than total bank debt at January 31, 1996, $3,957,000. Consecutive loss
years have been raising the Company's bank debt, total bank debt at May 1, 1996,
was $4,065,000, $694,000 greater than total bank debt at May 1, 1995, of
$3,371,000. Cash management efforts during the Summer, and opening the ski
season 25 days earlier than the prior year allowed the Company to not borrow as
much and to begin to make payments earlier. Again, operating more days with
generally the same number of paid skiers visits as the prior year has not
allowed the Company to make payments to the bank significantly more than last
year.
On July 31, 1996, the Company signed a Letter of Intent with Boyne USA, Inc.
This understanding calls for the acquisition of the Company's stock, together
with a commitment from Boyne USA to invest a minimum of $15 million of on-going
capital improvements during the next ten years, $8 million of which are to be
made during the next five years. In addition, Crystal Mountain shareholders will
retain their lift privileges as a member in the Crystal Mountain Founders Club.
This event was reported as a subsequent event on the transition report for the
seven months ended April 30, 1996. The letter of intent was filed as an exhibit
with the transition report filing. The acquisition of the Company has been
unanimously approved by the Board of Directors and the stockholder vote is
expected to be on or near March 25, 1997. If approved by the stockholders,
Crystal Mountain, Inc., will become a wholly owned subsidiary of Boyne USA, Inc.
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<PAGE> 9
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
The Company is not a party to any material pending legal proceedings, other than
ordinary routine litigation either incidental to the business or covered by the
Company's liability insurance.
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<PAGE> 10
PART II - OTHER INFORMATION
ITEM 6 - EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number
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<S> <C>
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 Harper, 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 Settle First national Bank dated October 5, 1990
10.18 * Amendments to term note with Seattle First National Bank
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
</TABLE>
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<PAGE> 11
<TABLE>
<S> <C>
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
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
27.3 * Financial Data Schedule Quarter Ended March 31, 1996
27.4 * Financial Data Schedule Fiscal Year Ended April 30, 1996
27.5 * Financial Data Schedule Quarter Ended July 31, 1996
27.6 * Financial Data Schedule Quarter Ended October 31, 1996
27.7 Financial Data Schedule Quarter Ended January 31, 1997
28.1 * Master plan for Crystal Mountain Resort
</TABLE>
* Previously Filed
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<PAGE> 12
CRYSTAL MOUNTAIN, INC.
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized on the 3rd day of March,
1997.
CRYSTAL MOUNTAIN, INC.
Date: March 3, 1997
By: \s\ Tom Leonard, President
Date: March 3, 1997
By: \s\ George Schmidt, Director of Finance & Systems
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<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> APR-30-1997
<PERIOD-START> NOV-01-1996
<PERIOD-END> JAN-31-1997
<CASH> 244,000
<SECURITIES> 124,000
<RECEIVABLES> 60,000
<ALLOWANCES> 0
<INVENTORY> 426,000
<CURRENT-ASSETS> 854,000
<PP&E> 18,806,000
<DEPRECIATION> 11,275,000
<TOTAL-ASSETS> 8,385,000
<CURRENT-LIABILITIES> 1,624,000
<BONDS> 4,156,000
0
0
<COMMON> 1,345,000
<OTHER-SE> 1,260,000
<TOTAL-LIABILITY-AND-EQUITY> 8,385,000
<SALES> 5,403,000
<TOTAL-REVENUES> 5,403,000
<CGS> 0
<TOTAL-COSTS> 6,040,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 291,000
<INCOME-PRETAX> (928,000)
<INCOME-TAX> 13,000
<INCOME-CONTINUING> (941,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (941,000)
<EPS-PRIMARY> 34.44
<EPS-DILUTED> 0
</TABLE>
