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Section 1: 8-K (8-K)

20170712 8K

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 


FORM 8-K 

CURRENT REPORT 

PURSUANT TO SECTION 13 OR 15(d) OF 

THE SECURITIES EXCHANGE ACT OF 1934 

Date of Report (date of earliest event reported): July 13, 2017

PEAK RESORTS, INC. 

(Exact name of registrant as specified in its charter)



 

 

 

 

Missouri

 

001-35363

 

43-1793922

(State or other jurisdiction of

 

(Commission

 

(I.R.S. Employer

incorporation)

 

File Number)

 

Identification No.)



 

 



 

 

17409 Hidden Valley Drive

 

 

Wildwood, Missouri

 

63025

(Address of principal executive offices)

 

(Zip Code)



(636) 938-7474 

(Registrant’s telephone number, including area code)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



Written communications pursuant to Rule 425 under the Securities Act.

Soliciting material pursuant to Rule 14a-12 under the Exchange Act.

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.



Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).     Emerging growth company



If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     



 

Item 2.02. Results of Operations and Financial Condition.
 On July 13, 2017, Peak Resorts, Inc. (the "Company") issued a press release announcing its financial results for the fourth fiscal quarter and year ended April 30, 2017. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 2.02 by reference. The information contained in the website is not a part of this Current Report on Form 8-K.

The information under this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.



Item 8.01. Other Events.   

On July 13, 2017, the Company also announced that the Company's board of directors declared a cash dividend of $0.07 payable on August 11, 2017, to stockholders of record on July 27, 2017. A copy of the press release is filed hereto as Exhibit 99.1 and incorporated herein by reference.





Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



 

 

Exhibit No.

 

Description of Exhibit

99.1

 

Press Release of Peak Resorts, Inc. dated July 13, 2017.



2




SIGNATURES 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



Dated: July 13, 2017 



 

 



 

 



PEAK RESORTS, INC.
(Registrant)



 



 



By:

/s/ Stephen J. Mueller



Name:

Stephen J. Mueller



Title:

Chief Financial Officer



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Section 2: EX-99.1 (EX-99.1)

2017 Exhibit 991 (Linked)



Exhibit 99.1

Picture 2

For Further Information:

Jennifer Childe, 312-690-6003

InvestorRelations@PeakResorts.com



For Immediate Release



Peak Resorts Reports Results for Fourth-Quarter and Full-Year 2017

Declares Common Stock Dividend of $.07 Per Share



Wildwood, Missouri, July 13, 2017 – Peak Resorts, Inc. (NASDAQ: SKIS), a leading owner and operator of high-quality, individually branded ski resorts in the U.S., today reported results for the fourth quarter and full year of its 2017 fiscal year ended April 30, 2017.



Annual highlights include:



·

Revenue of $123.2 million, an increase of 29% over the prior year ending April 30, 2016

·

Net income increased to 3 cents per share (diluted) from a net loss of 23 cents per share (diluted) in the prior year

·

Reported EBITDA* increased 65% over the prior year to $26.8 million

·

Consolidated season pass unit sales and sales revenue increased 8.6% compared to the prior year

·

Permit application begun to add additional skiing terrain to Hunter Mountain and a zip tour to Hidden Valley Resort 

·

Reinstated payment of common dividend in 3Q 2017



Timothy D. Boyd, president and chief executive officer, commented, “2017 was a solid year for Peak Resorts. We achieved solid revenue and reported EBITDA, continued to expand season pass sales and reinstated the payment of our quarterly dividend. We exited the year with a very strong cash position and the financial flexibility to continue our growth organically and through acquisition in the coming years.”



Boyd concluded, “In recent quarters, we focused on building value through investment in our current properties to elevate our customers on and offseason experiences. We began the permitting process for two projects that will offer our Northeast skiers and tubers more skiable acres, and our Midwest customers more opportunities to enjoy our resorts in the spring and summer. We are now moving forward applying for construction permits to increase our skiable acreage at Hunter Mountain by 25-30% which we expect to be completed for the 2018-2019 season, and to build a zip tour at our Hidden Valley resort which we expect to be completed in for the 2018 spring and summer season. We also remain on schedule with our EB-5 funded West Lake Water and Carinthia Base Ski Lodge projects at Mount Snow, to be completed for the 2017-2018 season, and 2018-2019 season, respectively.



* See page 3 for Definitions of Non-GAAP Financial Measures



1

 


 











 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

(dollars in thousands except per share data)

 

Three months ended April 30,

 

 

Year ended April 30,



 

2017

 

 

2016

 

 

2017

 

2016



 

 

 

 

 

 

 

 

 

 

Revenues

$

51,263 

 

$

45,475 

 

$

123,249 

$

95,729 

Income (loss) from operations

$

17,607 

 

$

14,174 

 

$

14,069 

$

5,169 

Net income (loss)

$

8,962 

 

$

7,041 

 

$

1,241 

$

(3,226)

Net income (loss) available to common shareholders for basic EPS

$

8,162 

 

$

7,041 

 

$

441 

$

(3,226)

Net income (loss) available to common shareholders for diluted EPS

$

8,962 

 

$

7,041 

 

$

441 

$

(3.226)

Earnings (loss) per share (basic)

$

0.58 

 

$

0.50 

 

$

0.03 

$

(0.23)

Weighted average shares outstanding (basic)

 

14,031 

 

 

13,995 

 

 

14,018 

 

13,995 

Earnings (loss) per share (diluted)

$

0.52 

 

$

0.50 

 

$

0.03 

$

(0.23)

Weighted average shares outstanding (diluted)

 

17,257 

 

 

13,99513,995 

 

 

14,041 

 

13,995 

Reported EBITDA*

$

20,678 

 

$

17,969 

 

$

26,782 

$

16,240 







 

 

 

 

 

 

 

 

 

 



Resort Operating Results



 

 

 

 

 

Stephen J. Mueller, Peak Resorts’ chief financial officer, noted, “We achieved solid levels of earnings and profitability despite the unusually warm weather we faced, particularly in the Midwest where our margins are the highest. Reported EBITDA grew 65%  for the year, on a revenue increase of 29%. “













 

 

 

 

 

 

 

 

 

 

(dollars in thousands)

 

Three months ended April 30,

 

 

Year ended April 30,



 

2017

 

 

2016

 

 

2017

 

2016



 

 

 

 

 

 

 

 

 

 

Revenues

 

 

 

 

 

 

 

 

 

 

Lift and tubing tickets

$

27,630 

 

$

24,824 

 

$

58,100 

$

45,541 

Food and beverage

$

8,917 

 

$

6,903 

 

$

23,078 

$

15,816 

Equipment rental

$

3,696 

 

$

3,682 

 

$

8,582 

$

7,036 

Ski instruction

$

3,879 

 

$

3,196 

 

$

8,562 

$

6,580 

Hotel/lodging

$

2,988 

 

$

3,117 

 

$

9,731 

$

7,972 

Retail

$

2,460 

 

$

1,972 

 

$

6,196 

$

4,560 

Summer activities

$

 -

 

$

 -

 

$

4,748 

$

4,302 

 Other

$

1,693 

 

$

1,781 

 

$

4,252 

$

3,922 

Total

$

51,263 

 

$

45,475 

 

$

123,249 

$

95,729 









 

 

 

 

 

 

 

 

 

 

 

(dollars in thousands)

 

Three months ended April 30,

 

 

Year ended April 30,



 

2017

 

 

2016

 

 

2017

 

 

2016



 

 

 

 

 

 

 

 

 

 

 

Resort operating expenses

 

 

 

 

 

 

 

 

 

 

 

Labor and labor related expenses

$

14,534 

 

$

12,920 

 

$

48,253 

 

$

39,331 

Retail and food and beverage cost of sales

$

4,271 

 

$

3,042 

 

$

10,820 

 

$

7,735 

Power and utilities

$

2,676 

 

$

3,114 

 

$

7,843 

 

$

6,839 

Other

$

7,390 

 

$

6,803 

 

$

20,403 

 

$

18,310 

Total

$

28,871 

 

$

25,879 

 

$

87,319 

 

$

72,215 

















 

 

 

 

 

 

 

 

 

 

Financial Position

“The organic investments in Hunter Mountain and Hidden Valley announced in June could boost our company wide annual EBITDA by $2-3 million on an investment of approximately $11.5 million,

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generating solid returns on our capital. In addition, we increased our cash balances by $28.3 million during the fiscal year.



“With $33.7 million of unrestricted cash on the balance sheet, we have the financial flexibility to continue to invest in acquiring new properties and growing organically, while returning capital to our shareholders. On July 12, 2017, our Board of Directors declared a second quarter fiscal 2018 cash dividend payable on August 11, 2017 to common shareholders of record on July 27, 2017 at a rate of $0.07 per share.



Quarterly Investor Call and Webcast

Peak Resorts will hold its year-end investor conference call/webcast on Thursday, July 13th,  2017  at 11 a.m. ET.  



The call/webcast will be available via:



Webcast:ir.peakresorts.com on the Events page

Conference Call:844-526-1518 (domestic) or 647-253-8644 (international)



A replay will be available on the Peak Resorts investor relations website (ir.peakresorts.com) after the call concludes.



Definitions of Non-GAAP Financial Measures

Reported EBITDA is not a measure of financial performance under U.S. generally accepted accounting principles (“GAAP”). The company defines reported EBITDA as net income before interest, income taxes, depreciation and amortization, gain on sale/leaseback, other income or expense and other non-recurring items. The following table includes a reconciliation of reported EBITDA to the GAAP related measure of net loss:





 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

(dollars in thousands)

 

Three months ended April 30,

 

 

Year ended April 30,



2017

2016

 

2017

2016

Net income (loss)

$

8,962 

$

7,041 

 

$

1,241 

$

(3,226)

Income tax expense (benefit)

$

5,805 

$

4,486 

 

$

749 

$

(2,078)

Interest expense, net

$

2,980 

$

2,734 

 

$

12,473 

$

10,814 

Depreciation and amortization

$

3,071 

$

3,238 

 

$

12,713 

$

10,709 

Other income

$

(57)

$

(4)

 

$

(61)

$

(8)

Gain on sale/leaseback

$

(83)

$

(83)

 

$

(333)

$

(333)

Gain on involuntary conversion

$

 -

$

 -

 

$

 -

$

(195)

Insurance loss

$

 -

$

400 

 

$

 -

$

400 

Hunter Mountain season pass liability acquisition adjustment

$

 -

$

157 

 

$

 -

$

157 

Reported EBITDA*

$

20,678 

$

17,969 

 

$

26,782 

$

16,240 

3

 


 



We have chosen to specifically include reported EBITDA as a measurement of our results of operations because we consider this measurement to be a significant indication of our financial performance and available capital resources. Because of large depreciation and other charges relating to our ski resorts, it is difficult for management to fully and accurately evaluate our financial results and available capital resources using net income. Management believes that by providing investors with reported EBITDA, investors will have a clearer understanding of our financial performance and cash flow because reported EBITDA: (i) is widely used in the ski industry to measure a company’s operating performance without regard to items excluded from the calculation of such measure, which can vary by company primarily based upon the structure or existence of their financing; (ii) helps investors to more meaningfully evaluate and compare the results of our operations from period to period by removing the effect of our capital structure and asset base from our operating structure; and (iii) is used by our management for various purposes, including as a measure of performance of our operating entities and as a basis for planning.



The Company has also provided an estimated range of EBITDA increases in connection with certain capital improvements on a forward-looking basis. The Company is unable to provide a full quantitative reconciliation of its forward-looking EBITDA estimation without unreasonable effort because of the uncertainty regarding, and potential variability of, the amounts of interest, income taxes, depreciation and amortization, gain on sale/leaseback, investment income, other income or expense and other non-recurring items that may be incurred in the future.    

Reported EBITDA is not a measure of performance defined by GAAP. Items excluded from reported EBITDA are significant components in understanding and assessing financial performance or liquidity. Reported EBITDA should not be considered in isolation or as alternative to, or substitute for, the GAAP related measure of net income, net change in cash and cash equivalents or other financial statement data presented in the consolidated financial statements as indicators of financial performance or liquidity. Because reported EBITDA is not a measurement determined in accordance with GAAP and is susceptible to varying calculations, reported EBITDA as presented may not be comparable to other similarly titled measures of other companies.





About Peak Resorts

Headquartered in Missouri, Peak Resorts, Inc. is a leading owner and operator of high-quality, individually branded ski resorts in the U.S. The company now operates 14 ski resorts primarily located in the Northeast and Midwest, 13 of which are company owned, including Hunter Mountain, the Catskills’ premier winter resort destination.



The majority of the resorts are located within 100 miles of major metropolitan markets, including New York, Boston, Philadelphia, Cleveland and St. Louis, enabling day and overnight drive accessibility. The resorts under the company’s umbrella offer a breadth of activities, services and amenities, including skiing, snowboarding, terrain parks, tubing, dining, lodging, equipment rentals and sales, ski and snowboard instruction and mountain biking and other summer activities. To learn more, visit the company’s website at ir.PeakResorts.com, or follow Peak Resorts on Facebook (https://www.facebook.com/skipeakresorts) for resort updates.



Forward Looking Statements

This news release contains forward-looking statements including statements regarding the future outlook and performance of Peak Resorts, Inc., and other statements based on current management expectations, estimates and projections. These statements are subject to a variety of risks and uncertainties, are not guarantees and are inherently subject to various risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. These risks and uncertainties include, without limitation, those discussed under the caption “Risk Factors” in the company’s Annual Report on Form 10-K for the year ended April 30, 2016, filed with the Securities and

4

 


 

Exchange Commission, and as updated from time to time in the company’s filings with the SEC.  The forward-looking statements included in this news release are only made as of the date of this release, and Peak Resorts disclaims any obligation to publicly update any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

5

 


 



Consolidated Income Statements

(In thousands, except per share data)





 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 



 

Years ended April 30,



 

 

2017

 

 

2016

 

 

2015



 

 

 

 

 

 

 

 

 

Revenues

 

$

123,249 

 

$

95,729 

 

$

104,858 

Costs and expenses

 

 

 

 

 

 

 

 

 

Resort operating expenses

 

 

87,319 

 

 

72,215 

 

 

72,670 

Depreciation and amortization

 

 

12,713 

 

 

10,709 

 

 

9,450 

General and administrative expenses

 

 

5,431 

 

 

4,513 

 

 

4,088 

Land and building rent

 

 

1,395 

 

 

1,386 

 

 

1,440 

Real estate and other taxes

 

 

2,322 

 

 

1,932 

 

 

1,828 



 

 

109,180 

 

 

90,755 

 

 

89,476 

Other operating income

 

 

 

 

 

 

 

 

 

Gain on settlement of lawsuit

 

 

 -

 

 

 -

 

 

2,100 

Gain on involuntary conversion

 

 

 -

 

 

195 

 

 

 -



 

 

 

 

 

 

 

 

 

Income from operations

 

 

14,069 

 

 

5,169 

 

 

17,482 



 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

Interest, net of interest capitalized of $1,545, $867, and $488 in 2017, 2016, and 2015 respectively

 

 

(12,473)

 

 

(10,814)

 

 

(15,458)

Defeasance fee paid with debt restructure

 

 

 -

 

 

 -

 

 

(5,000)

Gain on sale/leaseback

 

 

333 

 

 

333 

 

 

333 

Other income

 

 

61 

 

 

 

 

11 



 

 

(12,079)

 

 

(10,473)

 

 

(20,114)



 

 

 

 

 

 

 

 

 

Earnings (loss) before income tax expense (benefit)

 

 

1,990 

 

 

(5,304)

 

 

(2,632)

Income tax expense (benefit)

 

 

749 

 

 

(2,078)

 

 

(778)

Net earnings (loss)

 

$

1,241 

 

$

(3,226)

 

$

(1,854)



 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

Basic earnings (loss) per share

 

$

0.03 

 

$

(0.23)

 

$

(0.22)



 

 

 

 

 

 

 

 

 

Diluted earnings (loss) per share

 

$

0.03 

 

$

(0.23)

 

$

(0.22)



 

 

 

 

 

 

 

 

 

Cash dividends declared per common share

 

$

0.1400 

 

$

0.4125 

 

$

0.2466 



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Consolidated Balance Sheets

(dollars in thousands)







 

 

 

 

 

 

 



 

 

April 30,

 

 

April 30,

 

Assets

 

 

2017

 

 

2016

 

Current assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

33,665 

 

$

5,396 

 

Restricted cash balances

 

 

11,113 

 

 

61,099 

 

Accounts receivable

 

 

5,083 

 

 

4,772 

 

Inventory

 

 

2,215 

 

 

2,730 

 

Deferred income taxes

 

 

591 

 

 

1,092 

 

Prepaid expenses and deposits

 

 

2,183 

 

 

2,680 

 



 

 

54,850 

 

 

77,769 

 

Property and equipment-net

 

 

188,143 

 

 

192,178 

 

Land held for development

 

 

37,583 

 

 

37,542 

 

Restricted cash, construction

 

 

33,700 

 

 

 -

 

Intangible assets, net

 

 

788 

 

 

846 

 

Goodwill

 

 

4,825 

 

 

5,009 

 

Other assets

 

 

648 

 

 

619 

 



 

$

320,537 

 

$

313,963 

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Acquisition line of credit

 

$

4,500 

 

$

15,500 

 

Accounts payable and accrued expenses

 

 

12,371 

 

 

18,696 

 

Accrued salaries, wages and related taxes and benefits

 

 

1,035 

 

 

919 

 

Unearned revenue

 

 

14,092 

 

 

13,233 

 

EB-5 investor funds in escrow

 

 

500 

 

 

52,004 

 

Current portion of deferred gain on sale/leaseback

 

 

333 

 

 

333 

 

Current portion of long-term debt and capitalized lease obligation

 

 

3,592 

 

 

2,456 

 



 

 

36,423 

 

 

103,141 

 

Long-term debt

 

 

174,785 

 

 

118,343 

 

Capitalized lease obligation

 

 

2,708 

 

 

4,419 

 

Deferred gain on sale/leaseback

 

 

2,845 

 

 

3,178 

 

Deferred income taxes

 

 

12,474 

 

 

12,672 

 

Other liabilities

 

 

540 

 

 

576 

 



 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 



 

 

 

 

 

 

 

Preferred stock, $.01 par value per share, $1,000 liquidation preference per share, 40,000 shares authorized, 20,000 and 0 issued at April 30, 2017 and 2016, respectively

 

 

17,001 

 

 

 -

 



 

 

 

 

 

 

 

Stockholders' Equity

 

 

 

 

 

 

 

Common stock, $.01 par value per share, 20,000,000 shares authorized, 13,982,400 shares issued

 

 

140 

 

 

140 

 

Additional paid-in capital

 

 

86,372 

 

 

82,728 

 

Accumulated Deficit

 

 

(12,751)

 

 

(11,234)

 



 

 

73,761 

 

 

71,634 

 



 

$

320,537 

 

$

313,963 

 



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