MAD RIVER
GLEN COOPERATIVE
BOARD
OF TRUSTEES
MINUTES
OF MEETING – Draft
May 28, 2005
Attachments:
Management Report (Requires MS Word)
Financial Report (Requires MS Excel)
05/06 Budget Report (Requires MS Excel)
05/06 Budget & Pricing Presentation (Requires MS Power Point)
After due notice, a meeting of the board of
trustees of the Mad River Glen Cooperative was convened at 8:05 AM
on May 28, 2005
on the 3rd floor of the Basebox at Mad River Glen Ski Area in Fayston,
Vermont.
Trustees Jay Appleton, Deb Steines, Paul Finnerty, Rick
Moulton, Bill Reynolds, Steve Mackenzie, Geordie Hall, Mary Schramke, and Jed
Kalkstein were present. Also present was
President Jamey Wimble as well as several shareholders.
CALL TO ORDER:
Jay Appleton called the meeting to order at 8:05 AM.
Mr. Appleton made comments as to the format
of board meeting while he is Chair as follows:
- His
goal is to run efficient meetings, keep to the agenda, and adjourn on schedule.
- Shareholders
will have three minutes total of time during a board meeting.
- Shareholder
comments will be restricted to the Shareholder comment section and prior
to a vote on issues. Shareholders
are requested to observe and remain quiet during the meeting itself.
- The
Chair will recognize those wishing to speak and give them the floor. The Chair will give priority to those
who have not spoken.
- Board
members will not be held to any special protocol prior to speaking so long
and no one board member monopolized time at the meeting.
APPROVAL
OF MARCH 5, APRIL 2 AND 3 MINUTES
Upon motion duly made by Bill Reynolds and seconded by
Mary Schramke it was unanimously
Voted:
to accept the minutes of March 5 and April 3, board of Trustee Meetings,
and the April 2 Annual Meeting.
Shareholder Comments:
Mr. Appleton read from an e-mail submitted by
Mr. David Ellenbogen concerning a Mad
River
style terrain park, made from natural elements such as logs that would be
manually maintained by volunteers. He
and his son would like to know why we couldn’t have one in Birdland. Jamey stated staff has been looking into it
and added that additional expenses would be incurred to create and maintain a
terrain park. Bill Reynolds commented
that he’d like to see Cooperative’s legal counsel, Steve Kantor, consulted on
the potential liability that a terrain park would pose. Steve Mackenzie suggested that the Coop
consult with the Cooperative’s insurance carrier. Jamey advised that MRG management has been
studying the terrain park option for some time and he has obtained an opinion
from the Cooperative’s insurance carrier that a terrain park would not affect
the insurance rate if the park were designed according to NSAA standards. Jamey advised that issues regarding maintenance,
staffing and location of a terrain park would need to be addressed. A couple of board member expressed support
for a terrain park but suggested caution.
Management Report:
The Management report is attached for reference. Share sales have been very strong and
comments were made to that effect. Mr.
Friedman has taken over share sales and stated that the vast majority of share
sales are coming in on-line. A brief
conversation was held concerning the final stages of engineering on the Single
Rebuild, which have begun to determine detailed components of the mechanicals.
Financial Report:
Mr. Wimble commented that Net Ordinary Income is projected
at $125,000 versus $170,000 as reported at the annual meeting. The primary drivers of the difference are the
extra days we were open at the end of the season, and utilizing additional
overtime due to the lean staff and higher than expected expenses in March. Rather than gearing down we had to gear up. March was such a good month that we made up a
significant portion of our revenue that was lost due to poor results in January
and February, but expenses were higher than anticipated. The last week of operations in April resulted
in a $12,000 loss.
BUDGET AND PRICING FOR 2005-2006:
Jamey presented his budget to the board via a PowerPoint
presentation. The primary assumptions was a 114 day
ski season, Dec 17 – April 9, and assumed an increase in day ticket sales. Also assumed are flat season pass sales
compared to last year; the competition are promoting cheap seasons pass prices
and this will create a challenge for us.
Expenses - Facilities expenses slightly lower
because there will be no maintenance on the Single (because of reconstruction),
lower by $20,000. Insurance will be
slightly lower due to competition in the industry, first time in years this has
occurred; over the past several years we have experienced 30-40%
increases. Our liability insurance is
currently $156,000; MRG has seen lower increases than other ski areas. Marketing expenses are also down for the 3rd
consecutive year; marketing will focus on retention.
The following is a summary of the 2005-06
budget compared to this year’s projection and budget.
Proposed Projected Budget
Budget
05-06 Actual 04-05
04-05
Gross Profit $2,372,042 $2,300,819 $2,327,143
Expenses $2,175,237 $2,176,000 $2,131,582
Net Ord. Inc $ 196,805 $ 124,819 $ 195,559
Pricing assumption - no change in day and
full pass prices; Mad Card will increase to $109 from $99, shareholders will
continue to pay $99, or a 10% discount for Mad
Cards. The staff reviewed various levels
of increases in Mad Cards to determine that the $109 was the best level for
2005-06; especially when compared to our competitor’s use of discounts. Mr. Kalkstein advised caution because he
feels our Mad Cards are taking people away from seasons
passes rather than from day tickets which would be the preferable
scenario. Mr. Molton commented that he
believes mad cards are beneficial in today’s market and gives skiers the option
to try Mad River competitive to other areas pricing; he noted that today’s
skiers ‘ski around’ and are not as inclined to be loyal to one area.
Mad Cards needed to increase approximately
$40k to cover rising expenses thus the proposed increase to $109/99
levels. Mad Cards were approximately 25%
of day tickets in 2003-04 and 33% in 2004-05 but the benefit is we have the
cash prior to Dec 15th when sales close for the cards.
Pass sales for 2004-05 were lower than the
prior year, which was expected due to higher pricing on our part and aggressive
price cuts at competitive ski areas. We
lost approximately 150 passes last year but the office staff saw new customers
buying the Mad Card and seasons passes to counter that
trend. The trustee discussion continued on trends, the economy, and pricing, we
do not have the statistics to determine where pass holders are going as a
result of increased price cuts at other ski areas, the increase in pass prices,
and the elimination of second passes for spouses, the general consensus was the
pass losses weren’t bad considering all these facts. The new POS system will make analysis easier
in the future.
Mr. Finnerty questioned whether we should
return to lower weekday pricing; Mr. Wimble commented that in March, with good snow
conditions, there was no impact on day ticket sales from pricing. Skiers will pay to ski if conditions are good
so they determined a return to two tier pricing was not warranted, the two tier pricing also confuses the public.
Ticket yield has continued to increase; we
are currently at $29.56 for 2004-05 up from $27.85 in 2003-04. The industry average is 60% and that is
exactly where we are.
The presentation included comparisons to
other ski areas for ticket pricing, pass pricing and discount cards. Our pricing strategy is to cover our expenses
and set prices based on that fact, Ms. Schramke suggested we place something
before the shareholders that explain this fact.
Mr. Friedman suggested the Finance Committee write an article about the
budget for the next issue of the Echo.
The finance committee recommended approval of
the budget as presented at the Finance Committee meeting on May 24, 2005.
Upon a motion made by Paul Finnerty and seconded by Mary
Schramke, it was unanimously
VOTED: To
approve the 2005-06 budget and pricing plan as
presented.
SINGLE CHAIR FINANCE COMMITTEE AUTHORIZATION:
Mission Statement - Mission/Scope
Dated April 8, was distributed to all board members
and is posted to the Single Chair Finance Committee’s section of the shareholder
only portion of the web site.
Status report was distributed to the trustees
prior to the meeting. Members of the
committee are as follows:
·
Jed Kalkstein, Chair
·
Roy Liu
·
Deri Meier
·
Leigh Michl
·
Al Russell
·
Charlie Tipper
·
Jamey Wimble
·
Geordie Hall
The committee is chartered to develop and
recommend financing; it may be expanded to include fundraising.
Mr. Kalkstein has requested a posting to the
list serve to identify shareholders with appropriate qualifications to join
fundraising activates. . Mr. Appleton
said he planned to post an announcement on the listerv of the new committee and
its mission after the meeting.
Upon a motion duly made by Geordie Hall and
seconded by Bill Reynolds it was unanimously
VOTED:
to approve the creation of the SCFC, it’s mission
statement and the committee members as recommended.
Jamey will meet with the committee to determine who will
do what concerning the financing and fund raising events so there are no
duplication of efforts.
SINGLE CHAIR BALLOT QUESTION SUMMARY:
As requested by the board, Mr. Finnerty reported on the
comments that were made by those who voted no on the single chair ballot
question. A summary is as follows:
139 commented on their ballots out of 178 who were opposed
51 - had preference for a new
double
32 - needed more uphill capacity
38 - wanted more choices
16 - too expensive, or a 50-year
fix too long
7 - wanted to wait and see
3 - opted for a new single
2 - single to difficult to ride
with small children
All the ballots were subsequently destroyed per policy.
2005-06 Updated CALENDAR
The
calendar was presented and agreed to at the April meeting. It was revised it to add the Forestry plan
review in July.
COMMITTEE REPORTS:
Executive Committee: reported their approval of the SCFC that was
approved by the Board at this meeting.
Facility committee: The Chair re-tasked the committee to continue
work on the Mad River Glen Community Planning Map. As part of this process, the Chair requested
that the Committee work with Jamey to assess whether new house lots could be
subdivided from Co-op land and developed for ski homes. The Board wants to know the potential for
additional lots for future reference.
Personnel Committee
– nothing to report.
20th
– Mr. Moats will work with the current committee and continue to take a
leadership role in this group. There
have been no significant changes in the current status. Current valuation is estimated to be between
$1.0 million and $1.5 million. The board
discussed our ability to leverage our adjacent ownership should the land be
offered to a third party. MRG has first
refusal on the land.
Finance – reported
on the budget separately at this meeting.
Board Development
– nothing to report
SRC – Ms. Schramke
reported that the committee will take on the float for the 4th, Mr.
Hall and Ms. Schramke will put together a new mission statement, and will work
on a method to utilize technology to bring in shareholders from other states.
Committee Assignments:
Mr. Appleton presented the following assignment
of committee chairs and vice-chairs for the coming year:
|
|
|
|
|
|
|
|
|
|
|
|
COMMITTEE
|
BILL R
|
DEB S
|
GEORDIE H
|
JAY A
|
JED K
|
MARY S
|
PAUL F
|
RICK M
|
STEVE M
|
|
Executive
|
|
S
|
|
C
|
T
|
|
V
|
|
|
|
Finance
|
|
|
X
|
|
C
|
V
|
|
|
|
|
Facilities
|
V
|
|
|
|
|
|
|
C
|
|
|
Elections
& Dev
|
C
|
|
|
|
|
|
V
|
|
X
|
|
Personnel
|
|
V
|
|
C
|
|
|
|
|
|
|
Shareholder
Rel
|
|
|
V
|
|
|
C
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ad-Hoc:
|
|
|
|
|
|
|
|
|
|
|
Twentieth
|
|
|
|
|
|
|
|
C
|
V
|
|
Single
Financing
|
|
|
V
|
|
C
|
|
|
|
|
|
SH Loan
|
|
C
|
|
|
V
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Committee
Leads (non-board):
|
|
Symbols:
|
|
|
|
|
|
Leigh
Michl
|
Single
Financing
|
|
C
|
Chair
|
|
|
|
|
|
Alan
Moats
|
Twentieth
|
|
V
|
Vice-Chair
|
|
|
|
|
|
|
|
|
X
|
Member
|
|
|
|
|
|
|
|
|
|
S
|
Secretary
|
|
|
|
|
|
|
|
|
T
|
Treasurer
|
|
|
|
SHAREHOLDER
COMMENTS
Mr. Heinzerling questioned where the house
sites on the 20th would be.
Mr. Moats indicated there were several sites for potential building
sites but the current owner had numerous stipulations where building could not
take place. He also commented that we
should now proceed with the Historic Registry question.
Robin Bleier
commented that the board should take a broader overview of a 20-year plan and
begin financing plans for it now. He
still would like to see the Birdland chair extended to the base area. As for capital planning we should look to
shareholders for the financing of our long-term plan sooner not later. He would like to see a more efficient use of
our shareholders capital that has not been tapped.
Mr. Wimble
commented that there has been a 20 year capital plan for quite a while, and
we’ve been planning our single replacement for 5 years and felt we have been
proactive.
Ms. Schramke
commented that if we do raise more than the $1.5 million needed for the Single,
the SCFC should have a plan on what we would do if this occurs.
Shawn Kalkstein
commented that we should build on the current capital plan moving forward to
keep the momentum going.
Motion to close
the open portion of the meeting and move into executive session was made by Jed
Kalkstein and seconded by Geordie Hall.
EXECUTIVE
SESSION
In keeping with the practice of holding
executive sessions (with only trustees present) to discuss negotiations or
personnel matters, the board entered a closed session at approximately 10:15 am. The purpose of this executive session was to
discuss President/General Manager compensation.
Geordie Hall reclused himself due to his status as an
employee.
The board came out of executive session at 11:00 AM.
The board came out of Executive Session and
Upon motion made by Mr. Appleton, and
seconded by Mr. Reynolds, it was unanimously
VOTED: to approve a salary increase and bonus
for the President
ADJOURNMENT
With no further business to come before the
board, the meeting adjourned at 11:05
AM.
Respectfully submitted, Debra Steines
A true record.
ATTEST: __________________________________________
Debra
Steines, Secretary
Attachments:
Management Report
