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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 MadRiver 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.

 

ProposedProjectedBudget

Budget 05-06Actual 04-0504-05

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:

 

<![if !supportLists]>·         <![endif]>Jed Kalkstein, Chair

<![if !supportLists]>·         <![endif]>Roy Liu

<![if !supportLists]>·         <![endif]>Deri Meier

<![if !supportLists]>·         <![endif]>Leigh Michl

<![if !supportLists]>·         <![endif]>Al Russell

<![if !supportLists]>·         <![endif]>Charlie Tipper

<![if !supportLists]>·         <![endif]>Jamey Wimble

<![if !supportLists]>·         <![endif]>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<

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