Special Meeting 2/4/14. Monday, February 3, 14

Transcription

1 Special Meeting 2/4/14

2 Agenda } Mountain Operations Update (Tom) } President s Introduction } Motions, Debate & Voting } Adjourn 2

3 Mountain Operations Update } Tom Long 3

4 President s Introduction } PURPOSE: } To review recent history } To explain the current financial position of LASC } To review the Board s recent discussions } To present paths forward } To inform the members of the opinion of the Board that the Los Alamos Ski Club cannot continue unchanged 4

5 Recent History } The number of season passes sold each year has declined } Expenses have gone up } Snow has been in short supply } If the area is not fully open at Christmas, LASC makes a loss } Skiing operations after Christmas determine how big that loss is 5

6 Late December 2013 } Tom had prepared the best base at Pajarito in almost 10 years with a total of 32 inches of useable snow having fallen since late October } We had made snow for the beginner area for the first time ever using the available water in the pond } LASC had about $160k in the bank and had no debt except the LANB mortgage } Full Christmas opening might reasonably have made a $250k profit. Then it stopped snowing... 6

7 Christmas } There was just not enough snow on the mountain to open fully } The coverage was a thin veneer that would be eroded at the entrances and exits of the lifts within just half a day of operation } Within the first weekend, the conditions over much of the mountain would have been unacceptable } The beginner hill was open, and the snow skied well. Few people visited. 7

8 The Problem } With ~$140k in the bank (beginner hill operations were revenue neutral), the Board met in mid January to consider the following problem: } Projections (some detail to follow) suggested that even with an opening from February until March, the area would lose $ k this year } We could not use the $250k line of credit without the bank s permission if we did not have reason to believe that we could pay it back by early October 8

9 Financial Projections Income Expenses Title Occurences,in,Months/Times Amount Total Title Occurences,in,Months/Times Amount Total Bank,Balance Regular Misc,Income Ski,Operations Season,Passes Insurances/Taxes Ski,OperationsGPeak Snowmaking,Mortgage Ski,OperationsGOffpeak Line,of,Credit,+,Expenses Line,of,Credit Total Total Net,Profit/Loss G The above projec-on assumes the opening of the area on February 1 and opera-ng un-l March 1 and that membership sales are slightly down from this year. 9

10 The Problem, Continued } We cannot sell season passes if we are not confident that the area would be solvent by Christmas 2014 } If we cannot sell season passes, we definitely cannot pay back the line of credit. Even if we did sell passes, the cash flow predictions are not encouraging } Without somehow obtaining more income, the numbers do not add up 10

11 Season Pass Rates } It is important to realize that we cannot just increase the season pass rate to make up the difference } We exist in a price sensitive market and our season passes and day ticket rates are basically defined by the other New Mexico Ski Areas } For an regular season pass Taos charged $799, Santa Fe $479/569. Last year, Pajarito charged $399 for a regular adult pass. 11

12 Line of Credit } The Board met with LANB last Thursday } Discussions appeared extremely positive } We will obtain permission to use the $250k line of credit to help us in the immediate future } It was made clear to LANB that the Board is cognizant of the urgent financial situation and is working to effect a sound repayment solution } They were made aware of the options presented here 12

13 Board Discussions } There were three two apparent options: 1) Ignore the problem and hope it went away 2) Sell or lease some club asset(s) 3) Transfer the assets (the ski area) to a new organization that could run and invest in the area } Clearly Option 1 is not an option for a diligent and conscientious Board and was not considered further 13

14 Option 2 } The ski area really only has two types of assets worth selling (value > $250k) A) The cell tower leases B) Land } The option of partial sale/lease of the land is currently discounted owing to the time it would take to identify a buyer, obtain member approval, obtain LANB approval, complete the complex legalities, and execute the sale 14

15 Cell Tower Leases } Extensive investigation by the Board has resulted in the following findings: } We could sell the Verizon perpetual tower lease for $550k and the Crown/T-Mobile lease for $200k } These would be one-time cash payments with the new owner free to negotiate any future contract } LASC would receive nothing more EVER except small amounts for any subleases, of which there are currently none. Effectively we are selling land. 15

16 Cell Tower Lease Values } Verizon Could sell for $550k Total value in the next 13.5 years: $622k } Crown/T-mobile Could sell for $200k Total value in the next 20 years: $376k 16

17 Option 3 } The Board instigated recent non-binding discussions with the County about transferring all assets and debt from LASC so that the County could operate the area in a local-friendly manner } This is a complex issue, but initial discussions have been very promising } The County require a clear mandate from LASC members to continue to investigate the process because it will involve County time and money 17

18 Option 3, Continued } State law requires a 2/3 majority at a member meeting for a 501 organization to both transfer significant assets and eventually dissolve } There are numerous other legal aspects that will require investigation by a competent attorney 18

19 Los Alamos County } Clear advantages of County operation are: The ability to invest in the area The ability to provide a steady water source for snowmaking Financial stability Voter input into the running of the area through public consultation and advisory boards Skiing continues in the County 19

20 Other Considerations } LASC has been unable afford to upgrade our capital infrastructure for almost 15 years } The lifts are old } The lodges are old } The rental gear & heavy equipment is old } We are understaffed } This CANNOT go on indefinitely } Clearly skiing in Los Alamos County needs a new business model 20

21 Our Dilemma } LASC does not have a spending problem, we have an income problem } Tom and his small crew are doing marvels while under-resourced } We are one person deep in ALL aspects of maintenance and corporate memory } The profit in a GOOD year is $250k } A new lift costs $3-4 million, that is every penny of profit from 12 good years in a row (none moderate) 21

22 Our Dilemma, Continued } If we limp through to next Christmas using extraordinary means we MUST have a good season starting in December just to clear our debt from this year } That is yet another year of zero investment } If we did not open for Christmas 2014, the Board at that time would be back in a meeting such as this speaking to you all again with the area in an even worse situation 22

23 In Summary } We have ~$90k in the bank and a $250k line of credit } It costs around $70-80k per month for the area to exist } Therefore, unless extraordinary measured are implemented, we will be insolvent in ~4.5 months (assuming a little money for attorney fees etc.) } We cannot sell season passes unless the Board gets greater confidence in the financial stability of LASC 23

24 Summary, Continued } Something extraordinary must therefore be done } The Board has voted unanimously that subject to Council approval, currently transferring the assets and debt of LASC to the County so that they can provide skiing in Los Alamos County is the preferred solution. Member ratification required. } Other solutions are possible and need investigation also. Member ratification required. } Doing nothing is not an option 24

25 Questions from the Floor } Please limit this time to factual enquires designed to inform debate 25

26 Motions 26

27 The Main Motion } } Whereas, with the intent that the Club will continue to operate in the meantime and will proceed with the intention of opening Pajarito Mountain for the season; Resolved, that the membership supports the Board s efforts to ensure continued skiing in Los Alamos County by investigating transferring some, or all, of the Los Alamos Ski Club assets and debt to a third party, such as the Los Alamos County, with the understanding that any final decision to transfer all, or substantially all, assets may only be made at a subsequent meeting of the Club. 27

28 Motion to Suspend the Rules } The motion is I move that the rules be suspended so that the time each member may speak during debate be limited to 3 minutes because of the likely interest in the main motion and the desire to hear all points of view. } This motion will require a Second followed by a 2/3 majority in a rising vote 28

29 Motion to Limit the Debate } The motion is I move that because the vote must be completed and the meeting room fully vacated by 8:30pm, that at 8pm debate be closed and the question put to the vote. } This motion will require a Second followed by a 2/3 majority in a rising vote 29

30 Debate and Discussion 30

31 Calling the Question } } Whereas, with the intent that the Club will continue to operate in the meantime and will proceed with the intention of opening Pajarito Mountain for the season; Resolved, that the membership supports the Board s efforts to ensure continued skiing in Los Alamos County by investigating transferring some, or all, of the Los Alamos Ski Club assets and debt to a third party, such as the Los Alamos County, with the understanding that any final decision to transfer all, or substantially all, assets may only be made at a subsequent meeting of the Club. 31

32 The Vote } The vote will be by counting of the members rising } Please remain standing at the appropriate time long enough that vote counting can be completed and recorded 32

33 Other Information } If the snow conditions permit, the area intends to re-open for skiing } We will hold a regular Winter Meeting } Voting for 3 new LASC Board members must be completed in time for the May Board meeting } NM State law requires that any vote to transfer or dissolve a 501 must be completed at a member meeting and that notification to the members must be by US Mail. This costs LASC $2-3k per instance. 33

34 Motion to Adjourn 34