Mad River Glen Cooperative

Board of Trustees Meeting

Minutes – Saturday, November 10, 2007

Draft – Pending Review

 

 

After due notice, a Board of Trustees meeting of the Mad River Glen Cooperative was convened at 8:00 a.m. on Saturday, November 10th, 2007 on the third floor of the Basebox at Mad River Glen Ski Area (“MRG”) in Fayston, Vermont.

 

Trustees Jay Appleton, Paul Finnerty, Eric Schoenholz, Rick Moulton, Geordie Hall, Steve Mackenzie, Lars Bruns and Bill Reynolds (joining ~9am by phone) were present.Trustee Jed Kalkstein was absent. Also present were President Jamey Wimble and Marketing Director Eric Friedman.Shareholders Penny Parson, Bill Heinzerling, and Alan Moats were in attendance.

 

CALL TO ORDER:

Jay Appleton, chair, called the meeting to order at 8:07 a.m.

 

 

REVIEW OF MINUTES:

Regarding the draft October 6^th minutes, Rick Moulton moved to accept them and Steve Mackenzie seconded the motion.All trustees present approved the October 6^th minutes as-is, without changes by a vote of 7-0.

 

 

OPENING SHAREHOLDER COMMENTARY:

Shareholder and Single chair campaign volunteer Penny Parson addressed the board with hopes for a better ski season than last year and to ask for additional participation of Board members with the campaign.Penny felt that many Board members are/were not out there participating in the campaign as much as they could.Penny expressed the desire to have broader Board member visibility to our shareholders and asked the Board to be campaign ambassadors.She highlighted the increased burden the campaign has had on staff and felt the Board members could do more to help out.

 

 

MANAGEMENT REPORT (Jamey Wimble):

The mountain is considering the placement of a small (four foot tall) Unicell antennae, to be placed on the roof of the existing birdcage building.Potential income looks to be ~$20,000/year from Unicell as part of a five year lease.This could provide the mountain important non-snow related revenue as well as provide an unobtrusive convenience of cell coverage on the mountain.

 

The Callie’s corner handle tow bull wheel needed to be replaced this fall.The state tramway would not allow us to perform a rebuild as we had planned, so we needed to buy a new one for $5,000.

 

Pre-season pass sales were about even with last year to date.Season pass sales are slightly lower, and Mad Card sales are slightly higher.Sugarbush is again offering a $500 corporate pass for full access to both North and South mountains this season.This deal is hard to beat, so we need to give a killer customer experience to our patrons.The Triple Major college pass sales yielded a strong increase over last year’s number.

 

Single project – For all intents and purposes, the lift construction project is now complete.The load test this past week passed very well with the state tramway board.One brake was adjusted as a result of the test and overall it was very very smooth.MRG and Dopplemayer/CTEC were both complimented by the two state tramway inspectors who were onsite to perform the test.The chairman of the tramway board was also on hand to participate.Upon questions from Geordie Hall and Lars Bruns regarding speed/capacity, Jamey mentioned that we are looking to run the lift at ~550FPM (feet per minute).Historically, we would run it between 450/500 FPM.This season we may be able to run it slightly faster since there are fewer chairs on the line and they are a further distance apart.We will need to adjust the speed for safety and comfort especially for loading and unloading.During the test we ran it close to 690FPM as required by the tramway board.

 

The Single campaign is over $1.35M YTD.There were two share sales last month against a budget of four.There are 42 shares that are currently listed to be redeemed.

 

Monthly financials – preseason sales are good and are on, or near budget.The annual financial audit is back, and we came out with a very small ($10,080) operating profit for the 06-07 season.We are currently “into the bank” for ~$700,000 for the Single Chair mortgage.

 

Geordie Hall wanted to commend management for making a small profit given the warm fall and late winter last season.Jamey credited his employees for helping out in tough times, some working without pay and taking on other jobs.

 

 

FINANCIAL REPORT (Jamey Wimble):

Jamey reviewed the October financials with the board.We were very close to budget and there were no questions from the Board.Jamey then reviewed “total project cost” of the single project now that it is nearly complete and that we know all of the change orders, administration fees, and projected cost of money given the current campaign status, etc.The total project cost is estimated to be approximately $1.893M.This assumption of cost includes the contract cost to CTEC including price escalation and all of the change orders, cost of the campaign including the PTV covenant and administrative cost, and the cost of capital of the mortgage.The cost of capital assumes that future pledges will be paid in the last month of the year, and only existing pledges and donations ($1.35M) will be received.Additional donations will decrease the interest expense associated with the cost of the loan for the project.

 

(Bill Reynolds joined the meeting by phone during Jamey’s report.)

 

FY2007 FINANCIAL STATEMENTS (Eric Schoenholz):

The Finance committee met on November 9^th and reviewed the results of the 2007 audit.The Finance committee has two minor outstanding questions for the auditor regarding (1) how the Single construction was accounted for and (2) understanding the level of Cash on the Balance Sheet in regard to a few notes in the audit..The Finance Committee has requested to understand the answer to these questions before officially recommending to approve the audit.Paul Finnerty requested to see a complete copy of the audit.Geordie Hall made a motion to allow the executive committee plus Paul Finnerty to accept the recommendations of the finance committee regarding the audit approval.Bill Reynolds seconded the motion which was approved by a vote of 8-0.

 

SHARE REDEMPTION SUSPENSION:

Upon review of the current financials, the Finance committee sympathized with staff and board members regarding the difficult situation of share redemption suspension.We currently have ~$800k in cash to run the operation.The Finance committee expressed concern in redeeming shares given that we will need to pay off ~$84,000 in debt in June when the shareholder “Sunnyside Double” bonds come to term.Geordie Hall felt that there was too much hanging over us in terms of debt for the single and pending bond payoff to allow redemption at this time.Jay felt that we can’t keep suspending redemptions forever.In reviewing the suspensions, it was noted that ~10-15 shareholder redemption requests are greater than two years out.Steve MacKenzie, Rick Moulton, and Geordie Hall requested the Finance Committee to come back with a plan/barometer for the Board to consider.Steve MacKenzie also requested a specific timeframe for when we will begin redemptions.This will help the board consider allowing some of the oldest requests to be redeemed if the financial picture can support them.The Finance committee requested to wait until January (after the holiday period) to revisit this item.The Finance committee will make a recommendation following their January meeting which will occur shortly after the new year.

 

SINGLE CHAIR CAMPAIGN UPDATE (Geordie Hall):

Green and Gold weekend was very successful.We sold an additional 14-15 chair sponsors and held a nice dinner for the tower donors.Geordie thanked Deb Steines for organizing this dinner. Geordie mentioned that the campaign booth in the basebox also received some good pledges.Geordie commended Eric for the excellent job with the tickets inviting the chair donors to attend the opening on 12/15 and be the first to ride their chair that morning.

 

Echoing shareholder Parson’s opening remarks, Geordie requested that the Board members increase their participation in the last stretch of the campaign.Geordie asked the board to assist in future shareholder Telemarketing efforts, which were discussed as an excellent way to speak with shareholders.Geordie also asked to move the next board meeting to Saturday, December 15^th to coincide with the New Single Chair / Opening Day ceremonies.If the campaign is able to meet the $1.54M campaign goal, the committee will then seek to sell the sponsorship of all chairs and to have 100% shareholder participation in the campaign.

 

The focus is on selling all of the chairs and significantly increasing shareholder participation. If these two objectives are accomplished, then we will exceed out campaign goal and optimistically could cover the entire project cost.

 

 

STRATEGIC PLAN REVIEW:

Geordie Hall asked about the purpose of this topic in the agenda since there was a lot of material to review including the strategic plan and the marketing plan.Chair Appleton mentioned that the strategic plan helps direct much of our marketing and customer communications and we review it yearly. Eric Friedman then talked about the importance of understanding the NSAA (National Ski Area Association) statistics/numbers, age demographics, and industry trends and changes, etc.Some of trends are definitely going to continue, especially less overall skiers as the baby boomers age.Eric Friedman then highlighted some comments from his marketing plan and areas he would like board input in interpreting aspects of the strategic plan.Eric Friedman asked the Board to review the plan and assist in the definition regarding the “perception of value”.What is value?Eric Friedman felt that our key to success is providing a great experience to each of our customers.Also important is our commitment to our environment.Eric Friedman felt that we could be the environmental conscience of the ski industry.Eric Friedman and Lars Bruns referenced the concept of Net Promoter Score (NPS) and encouraging additional positive Word of Mouth (WOM) promotion from our customers.

 

Chair Appleton then talked about the importance of our sense of community and keys to customer service.Rick Moulton talked about the historic strategic planning exercise and about the importance of our special and unique mountain experience.Rick talked about the concept of the sport of skiing being more important for Mad River Glen than providing “frilly amenities”.Rick encouraged mountain purity and the maintaining our unique mountain experience.Geordie Hall mentioned that families are doing more together now because people have less time.“Sugarbush is expanding their services to be a destination resort.That’s not MRG and isn’t where we’re headed, but we’re not necessarily catering to families like we can.”Geordie talked about doing more to get 70+ and children to come to MRG.He felt that we need to be able to help families and adjust to the changing/aging demographics.Geordie Hall challenged the Board and Eric Friedman with determining what will be the next big thing like the Mad Card.Can we bundle more products/services together?Eric Friedman mentioned we’re seeing degradation in the 13-20 year olds segment group and felt that our experience at MRG may not be for everyone.He concluded that teenagers ski where their friends are, and often have friends who snowboard…we also lose skiers who want a terrain park.Geordie mentioned that the cricket club could be at capacity.

 

The group then discussed capacity controls and the overall customer experience.There was also discussion of wait times and capacity restrictions that impact and may be degrading our customer’s overall experience.Eric Schoenholz supported that concept and felt that long lift lines and facilities stretched to capacity do negatively affect our customer’s experience.Eric asked if we could create a better customer experience by finding a way to limit over-crowding?“Could we enable a way to guarantee/enable access to the mountain that is not overcrowded?Can we look at ways to enable people access to the hill without waiting in lines and crowded facilities?”Paul promoted enhancing the experience in the base area….specifically with music.Paul then asked if we are following the Strategic Plan and if we have been following the recommendations, committees, etc.The group discussed seeking greater involvement of the shareholders.The group also discussed with Jamey doing some research this season to understand wait times in the single and how the waits may or may not correspond to our parking lot capacity.

 

Bill Reynolds asked what process we want to follow to review the plan.“What is the prioritization of our goals in the plan?Environmental?Word of mouth marketing?Geordie Hall felt that we should follow a process to get the best value out of the effort.

 

Lars Bruns asked Jamey for his thoughts.Jamey responded with the suggestion to have the board asses the plan and determine:

 

<![if !supportLists]>1)      <![endif]>Are we following it?

<![if !supportLists]>2)      <![endif]>Do we need to assess today’s market and MRG’s current situation to propose adjustments?

<![if !supportLists]>3)      <![endif]>Are we on base, do we want/need to change, what are the tweaks?

 

Chair Appleton agreed.Further discussion ensued regarding our average ski day per season and environmental/global warming impacts (are they getting shorter).Should we increases prices?Would fewer skiers help our capacity and still maintain/improve our finances?The Board then discussed needing to re-assess some of our financial models and consider making some adjustments or running multiple scenarios.Jamey Wimble, Eric Schoenholz, and Lars Bruns then mentioned and discussed a current initiative underway to review our planned capital expenditures over the next 10-20 years, and how this could/should fit into the strategic plan.

 

Further discussion continued.Rick Moulton advised that we hold on to our different-ness and embrace our diversity.Others requested that we get a bigger piece of the “weekday skier market” pie?

 

The Board discussed and agreed that we need to determine what is desired to be accomplished as part of the Strategic Plan assessment, and how we can get there.All agreed that we have a need for specific recommendations for updating the strategic plan and a need to identify some actions as a result of these changes.Can we define what a quality experience means …in the parking lot, in the lift line, in the cricket club, in the base area, in the birdcage, etc.?

 

Chair Appleton suggested forming a temporary Strategic Plan sub-committee to assess and recommend topics for consideration?Eric Friedman identified three main aspects he was interested in hearing more about in regards to the strategic plan including value, customer experience, and financials given current state of the market and MRG situation analysis.

 

The Board then concluded that any Strategic Plan discussions should include shareholders – and ensuring and encouraging that non-Board members also had a voice.

 

Chair Appleton then recognized the floor for any shareholder comments.Shareholder Alan Moats commented on value and the original strategic planning process discussions.He mentioned that at the time, one meaning of value meant “young families need to be able to afford to ski”.Another concept that was part of the initial planning was the value of the MRG experience ”….we are almost a caterer of a great experience, through word of mouth and the interpersonal contact – sharing and encouraging that with everyone including employees.Inviting and growing younger demographics.”Shareholder Moats suggested that the Strategic Plan was intended to be a living document, but that any changes should be taken quite seriously.

 

The Board then concluded and agreed that we have a limited capacity where the quality of the experience can change and degrade during our busiest times.Alan mentioned he’d be interested in participating in a one-off group.Rick, Eric Schoenholz and Lars also volunteered.The Board agreed that Eric Friedman should also be on it too.

 

The Strategic Plan Assessment sub-committee will need to seek additional shareholder involvement.Any shareholders interested can contact Lars Bruns at Lars@madriver.com.This sub-committee’s goals will be to:

 

1) Determine Strategic Plan Assessment topics in time for the December 15^th Echo deadline.

2) Seek out additional shareholder participation and input

2) Prepare for and discuss these topics during the end of year shareholder town hall meeting

3) The sub-committee will then meet once or twice to prepare Strategic Plan revision recommendations for presentation at the Shareholder Annual Meeting in the spring.

 

Actions needed:

<![if !supportLists]>1)      <![endif]>Meet between now and Dec 15th to determine topics to discuss and provide for the Echo publication

<![if !supportLists]>2)      <![endif]>Get the strategic plan discussion topics into the Echo and prepare for the shareholder town meeting

<![if !supportLists]>3)      <![endif]>Meet in January

<![if !supportLists]>4)      <![endif]>Provide a Board report in February

<![if !supportLists]>5)      <![endif]>Present the outcome and any suggested additions/changes at the Annual Meeting in the spring.

 

 

OTHER COMMITTEE REPORTS:

No new reports.

 

 

Shareholder comments:

Shareholder Heinzerling asked if we ever caught the thefts/criminals from the break-in last year?Jamey Wimble responded that the police believe that they found the group that did it, but that the evidence was not strong enough to prosecute them for the MRG crime.The group was prosecuted for other thefts.Shareholder Heinzerling also suggested bringing back the lunch sled for the lift lines on busy days.

 

 

EXECUTIVE SESSION:

The board went into executive session after which no actions were taken by the board.

 

 

CLOSING SHAREHOLDER COMMENTS:

No comments.

 

 

NEXT MEETING:

Upon review of the calendar, it was determined that the next meeting of the Board will be on Saturday, December 15^th on the third floor of the Basebox at Mad River Glen Ski Area (“MRG”) in Fayston, Vermont.The meeting will begin just following the New Single / Opening ceremonies if the mountain is closed, and at 5pm if the mountain is open.

 

 

ADJOURNMENT:

Jay made a motion to adjourn the meeting, seconded by Bill Reynolds.The meeting was adjourned after an 8-0 vote to adjourn at 12:38pm.

 

 

Respectfully submitted, Lars Bruns

 

A true record.

 

 

Attest:

 

 

_________________________________

Lars Bruns, Secretary