-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LMvptC0vGJFtilqNLDq1uGXlAl6ijjdpx1ZpkcKpNneT2yB0hj/NSUFz8ncY3vED uWIOq8TJ6VFYQbSF01nd/Q== 0000891020-97-000219.txt : 19970223 0000891020-97-000219.hdr.sgml : 19970223 ACCESSION NUMBER: 0000891020-97-000219 CONFORMED SUBMISSION TYPE: 10KSB40/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960430 FILED AS OF DATE: 19970220 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CRYSTAL MOUNTAIN INC CENTRAL INDEX KEY: 0000026020 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 910683256 STATE OF INCORPORATION: WA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 10KSB40/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-02374 FILM NUMBER: 97540515 BUSINESS ADDRESS: STREET 1: P O BOX 158 STREET 2: 1 CRYSTAL MOUNTAIN BLVD CITY: ENUMCLAW STATE: WA ZIP: 98022 BUSINESS PHONE: 2068253865 MAIL ADDRESS: STREET 1: PO BOX 158 STREET 2: 1 CRYSTAL MOUNTAIN BLVD CITY: ENUMCLAW STATE: WA ZIP: 98022 FORMER COMPANY: FORMER CONFORMED NAME: CORRAL PASS INC DATE OF NAME CHANGE: 19670213 10KSB40/A 1 FOR 10-KSB405/A 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. 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 ----- ----- 3 DOCUMENTS INCORPORATED BY REFERENCE Part I: 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.
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. 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. 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. 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. 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. BENEFICIAL OWNERSHIP AND MANAGEMENT OWNERSHIP As of August 12, 1996, there were no beneficial owners of more than five percent (5%) of the outstanding Class A Shares of the Company. Beneficial owners of more than five percent (5%) of the Class B Shares as of August 12, 1996 are as follows:
NAME & ADDRESS OF BENEFICIAL OWNER CLASS NUMBER PERCENTAGE ---------------------------------- ----- ------ ---------- Wallace T. Staatz B 700 98.6% PO Box 490 Orting, WA 98360
Directors, nominees for Director and Officers of the Company beneficially owned the following voting securities of the Company as of August 12, 1996:
OWNER CLASS NUMBER PERCENTAGE ----- ----- ------ ---------- Robert E. Carlson A 20 .08% William S. Coghill A 21 .08% Nancy K. Dees A 30 .11% (Ms. Dees' 30 shares are owned jointly with Paul Dees) Peter F. DeLaunay A 20 .08% Robert J. Diercks A 20 .08% David W. Gossard A 60 .23% Lawrence E. Hard A 60 .23% 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. A 50 .19% (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.) --- --- ----- All directors and officers as group A 353 1.32%
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. 9 SUMMARY COMPENSATION TABLE
401(k) NAME AND PRINCIPAL FISCAL RETIREMENT ALL OTHER POSITION YEAR SALARY BONUS PLAN COMPENSATION - ------------------ ------ ------ ----- ---------- ------------ 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
(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. The Company did not award any Restricted Stock Awards, SARs or other options as part of its Executive Compensation. 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:
NAME AND ADDRESS OF AMOUNT BENEFICIALLY OWNED TITLE OF CLASS BENEFICIAL OWNER (NO. OF SHARES) PERCENT OF CLASS - -------------- ------------------- ------------------------- ---------------- Class B Wallace T. Staatz 700 98.6 P.O. Box 490 Orting, WA 98360
10 Directors, nominees for Director and Officers of the Company beneficially owned the following voting securities of the Company as of April 30, 1996.
AMOUNT AND NATURE OF TITLE OF BENEFICIAL OWNERSHIP NAME OF BENEFICIAL OWNER CLASS (NO. OF SHARES) PERCENT OF CLASS - ------------------------ -------- -------------------- ---------------- 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
- ----------------------- (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. 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.
Page in Annual Report to Shareholders ---------------------- 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
(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. 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.
Signatures Title Date - ---------- ----- ---- /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
13 /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
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 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 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 EX-13.3 2 ANNUAL REPORT DATED 4/30/96 1 FIVE YEAR SELECTED DATA (DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
1996*** 1995 1994 1993 1992 -------------------------------------------------------- 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
* 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:
High Low December 1994 $310 $310 March 1995 $320 $310 June 1995 $325 $310 September 1995 $325 $325 December 1995 $335 $322 March 1996 $335 $310
HOLDERS There were 26,609 Class A and 710 Class B common shares outstanding at both April 30, 1996 and September 30, 1995. 1 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 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 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 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 6 CRYSTAL MOUNTAIN Crystal Mountain, Inc. (the Company), owns and operates a mountain resort facility in the 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 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. 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. 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 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 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. 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. We increased our grooming fleet to enable us to provide groomed runs every day. Last winter our grooming fleet allowed us to provide groomed skiing conditions with less than normal snow depths. 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. Our demo rental center continued to be 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 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 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 9
BALANCE SHEET ============================================================================================================= APRIL 30, September 30, 1996 1995 ------------- ------------- 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 ===========================================================================================================
See accompanying notes to financial statements. 9 10
STATEMENT OF OPERATIONS ===================================================================================================================== SEVEN MONTHS Year ENDED Ended APRIL 30, September 30, 1996 1995 ------------- ------------- 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 =====================================================================================================================
See accompanying notes to financial statements. 10 11
STATEMENT OF CASH FLOWS ===================================================================================================================== SEVEN MONTHS Year ENDED Ended APRIL 30, September 30, 1996 1995 ------------- ------------- 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 $ - $ - =====================================================================================================================
See accompanying notes to financial statements. 11 12
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY ====================================================================================================================== Additional Common Paid-In Retained Stock Capital Earnings Total ------ ---------- -------- ----- 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 =====================================================================================================================
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 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 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)
Seven months ended Years ended April 30, September 30, --------------------- ----------------------- (Unaudited) (Unaudited) (Projected) 1996 1995 1996 1995 ------- ------- ------- ------- 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) ======= ======= ======= =======
14 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:
APRIL 30, September 30, 1996 1995 ------------- ------------- Cash and cash equivalents $ 158,000 $ 154,000 Short-term investments 121,000 115,000 ------------- ------------- $ 279,000 $ 269,000 ============= =============
NOTE 5 - LAND IMPROVEMENTS, BUILDINGS, AND EQUIPMENT - ------------------------------------------------------------------------------- Land improvements, buildings, equipment and capital projects in progress are recorded at cost and consist of:
APRIL 30, September 30, 1996 1995 ------------- ------------- 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 ============= =============
15 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:
APRIL 30, September 30, 1996 1995 ------------------------ ------------------------ AMT % Amt % ------------------------ ------------------------ 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) ======================== ========================
16 17 NOTE 9 - INCOME TAXES (Continued) - ------------------------------------------------------------------------------- The components of deferred income tax liabilities (assets) are as follows:
APRIL 30, September 30, 1996 1995 ------------- ------------- 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 $ - $ - ============= =============
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 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: 1997 $ 218,000 1998 164,000 1999 110,000 ------------- $ 492,000 =============
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 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 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 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 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 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 24 CRYSTAL MOUNTAIN, INC DAILY PAID SKIER VISITS BY WEEK DURING THE SKIING SEASON 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
24 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. -----END PRIVACY-ENHANCED MESSAGE-----