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Section 1: 8-K (8-K)

20170907 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): September 6, 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 September 6, 2017, Peak Resorts, Inc. (the "Company") issued a press release announcing its financial results for the first fiscal quarter ended July 31, 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 9.01. Financial Statements and Exhibits.

(d) Exhibits.



 

 

Exhibit No.

 

Description of Exhibit

99.1

 

Press Release of Peak Resorts, Inc. dated September 6, 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: September 6, 2017 



 

 



 

 



PEAK RESORTS, INC.
(Registrant)



 



 



By:

/s/ Stephen J. Mueller



Name:

Stephen J. Mueller



Title:

Chief Financial Officer



3







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Section 2: EX-99.1 (EX-99.1)

1Q 2018FY Press Release

C:\Users\rburton\Desktop\untitled.png                                                                                                                                                                                        Exhibit 99.1                                                                                                                                                                  

 

 

                                                                        

 

For Further Information:

Jennifer Childe, 312-690-6003

InvestorRelations@PeakResorts.com



For Release



Peak Resorts Reports Results for First-Quarter FY2018



Wildwood, Missouri, September 6, 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 first quarter of its 2018 fiscal year.



First-Quarter 2018 Highlights and Outlook:



·

Revenue of $7.5 million, an increase of 6% over the prior year period

·

Net loss was $8.6 million, or 64 cents per share (basic and diluted)

·

Reported EBITDA* was ($8.3) million

·

Cash and cash equivalents of $26.9 million

·

Commitment for renewed $15 million acquisition and new $10 million working capital lines of credit

·

West Lake Water project on track for 2017/2018 ski season opening 



Timothy D. Boyd, president and chief executive officer, commented, “Fiscal year 2018 is off to a solid start. We achieved 6% revenue growth in our slowest season and continued to deliver on our promise to expand Mount Snow’s skiable acres and develop other important organic growth opportunities.”



Boyd continued, “I’m pleased to report that our EB-5 funded West Lake Water project at Mount Snow is running ahead of schedule and the new reservoir is expected to be completely filled by early November.  With adequate weather, this project will enable us to open the resort with significantly more terrain than in previous seasons. Our Carinthia Ski Lodge project at Mount Snow also remains on track to be completed for the 2018/2019 ski season, and we are awaiting permits for our two latest projects – the Hunter Mountain expansion and the zip tour at Hidden Valley, which are expected to begin construction this fall.”



“In conjunction with our succession planning efforts, we recently announced the promotion of Chris Bub, chief accounting officer, to CFO, effective October 3. Steve Mueller, our long time CFO, will remain with the company and on the board, to assist with the transition and help with special projects and growth initiatives,” Boyd said.



First Quarter Operating Results

Stephen J. Mueller, Peak Resorts’ chief financial officer, noted, “We achieved organic revenue growth of 6% in the first quarter as a result of stronger food and beverage sales at summer concerts and conferences held at our resorts. Reported EBITDA* was down $1.4 million largely due to resort maintenance projects returning to historical levels.  Comparability to fiscal year 2017 is skewed by strict cost control procedures implemented in fiscal 2017 as we were awaiting the release of our EB-5 escrow funds.”





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


 

Peak Resorts, Inc.Page 2 of 7

 







 

 

 

 

 

 



 

 

 

 

 

 

(dollars in thousands except per share data)

 

Three months ended July 31,

 



 

2017

 

 

2016

 



 

 

 

 

 

 

Revenues

$

7,520 

 

$

7,126 

 

Loss from operations

$

(11,449)

 

$

(10,117)

 

Net loss

$

(8,595)

 

$

(7,904)

 

Loss per share (basic and diluted)

$

(0.64)

 

$

(0.56)

 

Weighted average shares outstanding

 

13,982 

 

 

13,982 

 

Vested restricted stock units

 

50 

 

 

39 

 

Reported EBITDA*

$

(8,304)

 

$

(6,900)

 







 

 

 

 

 

 

 

 

 

 









 

 

 

 

 

(dollars in thousands)

 

Three months ended July 31,



 

2017

 

 

2016



 

 

 

 

 

Revenues:

 

 

 

 

 

Food and beverage

$

2,830 

 

$

2,487 

Hotel/lodging

$

1,841 

 

$

1,808 

Retail

$

241 

 

$

149 

Summer activities

$

1,881 

 

$

1,864 

Other

$

727 

 

$

818 

Total

$

7,520 

 

$

7,126 









 

 

 

 

 

 

(dollars in thousands)

 

Three months ended July 31,

 



 

2017

 

 

2016

 



 

 

 

 

 

 

Resort operating expenses:

 

 

 

 

 

 

Labor and labor related expenses

$

8,611 

 

$

7,707 

 

Retail and food and beverage cost of sales

$

752 

 

$

761 

 

Power and utilities

$

789 

 

$

588 

 

Other

$

3,387 

 

$

2,708 

 

Total

$

13,539 

 

$

11,764 

 



Financial Position

Mueller continued, “As recently announced, we received a commitment from Royal Banks of Missouri, our primary banking partner, to renew our $15 million acquisition line of credit and enter into a new $10 million working capital line of credit that we intend to close this fall.  We intend to roll all amounts currently outstanding under existing credit facilities with Royal Banks into the renewed acquisition line.  These actions will bolster our strong liquidity position going into the 2017/2018 ski season and improve shareholder value.” 


 

Peak Resorts, Inc.Page 3 of 7

 

Quarterly Investor Call and Webcast

Peak Resorts will hold its first quarter fiscal 2018 investor conference call/webcast on Thursday, September 7, 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:





 

 

 

 

 

 

 



 

 

 

 

 

 

 



 

 

Three months ended

 



 

 

July 31,

 



 

 

2017

 

 

2016

 



 

 

 

 

 

 

 

Net loss

 

$

(8,595)

 

$

(7,904)

 

Income tax benefit

 

 

(5,727)

 

 

(5,176)

 

Interest expense, net

 

 

3,011 

 

 

3,048 

 

Depreciation and amortization

 

 

3,145 

 

 

3,217 

 

Other income

 

 

(55)

 

 

(2)

 

Gain on sale/leaseback

 

 

(83)

 

 

(83)

 



 

$

(8,304)

 

$

(6,900)

 







We have specifically chosen to include Reported EBITDA (which we define as net income before interest, income taxes, depreciation, amortization, gain on sale/leaseback, other income and expense and other non-recurring items) 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 operations, it is difficult for management to fully and accurately evaluate our financial performance and available capital resources using net income alone. In addition, the use of this non-U.S. GAAP measure provides an indication of our ability to service debt, and we consider it an appropriate measure to use because of our highly leveraged position.  Management believes that by providing investors with Reported EBITDA, they will have a clearer understanding of our financial performance and cash flows 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; (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 results; and (iii) is used by our board of directors, management and our lenders for various purposes, including as a measure of our operating performance and as a basis for planning.  



Reported EBITDA is not a measure of performance defined by GAAP. The items we exclude from net income to arrive at Reported EBITDA are significant components for understanding and assessing our financial performance and liquidity. Reported EBITDA should not be considered in isolation or as alternative to, or substitute for, net income, net change in cash and cash equivalents or other financial statement data presented in the company’s condensed consolidated financial statements as indicators of financial performance or liquidity. Because Reported EBITDA is not a measurement determined in accordance with U.S. GAAP and is susceptible to varying calculations, Reported EBITDA as presented may not be comparable to other similarly titled measures of other companies, limiting its usefulness as a comparative measure.




 

Peak Resorts, Inc.Page 4 of 7

 



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 operates 14 ski resorts primarily located in the Northeast and Midwest, 13 of which are company owned.



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, 2017, filed with the Securities and 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.



###


 

Peak Resorts, Inc.Page 5 of 7

 

Consolidated Statements of Operations

(in thousands, except share and per share amounts)

(Unaudited)









 

 

 

 

 

 



 

 

 



 

 

Three months ended
July 31,



 

 

2017

 

 

2016



 

 

 

 

 

 



 

 

 

 

 

 

Net revenue

 

$

7,520 

 

$

7,126 



 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

Resort operating costs

 

 

13,539 

 

 

11,764 

Depreciation and amortization

 

 

3,145 

 

 

3,217 

General and administrative

 

 

1,248 

 

 

1,372 

Real estate and other non-income taxes

 

 

684 

 

 

563 

Land and building rent

 

 

353 

 

 

327 

Loss from Operations

 

 

(11,449)

 

 

(10,117)



 

 

 

 

 

 

Other (expense) income:

 

 

 

 

 

 

Interest, net of amounts capitalized of $431 and $384 in 2017

 

 

 

 

 

 

and 2016, respectively

 

 

(3,011)

 

 

(3,048)

Gain on sale/leaseback

 

 

83 

 

 

83 

Other income

 

 

55 

 

 



 

 

(2,873)

 

 

(2,963)



 

 

 

 

 

 

Loss before income taxes

 

 

(14,322)

 

 

(13,080)

Income tax benefit

 

 

(5,727)

 

 

(5,176)

Net loss

 

$

(8,595)

 

$

(7,904)



 

 

 

 

 

 

Less accretion of Series A preferred stock dividends

 

 

(400)

 

 

 -

Net loss attributable to common shareholders

 

$

(8,995)

 

$

(7,904)



 

 

 

 

 

 



 

 

 

 

 

 



 

 

 

 

 

 



 

 

 

 

 

 

Basic and diluted loss per common share

 

$

(0.64)

 

$

(0.56)



 

 

 

 

 

 

Cash dividends declared per common share

 

$

0.07 

 

$

 -


 

Peak Resorts, Inc.Page 6 of 7

 

Consolidated Balance Sheets

(dollars in thousands, except share and per share amounts)







 

 

 

 

 

 

 



 

 

July 31,

 

 

April 30,

 



 

 

2017

 

 

2017

 

Assets

 

 

(Unaudited)

 

 

 

 



 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

26,869 

 

$

33,665 

 

Restricted cash balances

 

 

7,079 

 

 

11,113 

 

Income tax receivable

 

 

5,727 

 

 

 -

 

Accounts receivable

 

 

1,625 

 

 

5,083 

 

Inventory

 

 

2,395 

 

 

2,215 

 

Deferred income taxes

 

 

591 

 

 

591 

 

Prepaid expenses and deposits

 

 

2,541 

 

 

2,183 

 

Total current assets

 

 

46,827 

 

 

54,850 

 



 

 

 

 

 

 

 

Property and equipment, net

 

 

193,644 

 

 

188,143 

 

Land held for development

 

 

37,592 

 

 

37,583 

 

Restricted cash, construction

 

 

26,156 

 

 

33,700 

 

Goodwill

 

 

4,825 

 

 

4,825 

 

Intangible assets, net

 

 

774 

 

 

788 

 

Other assets

 

 

661 

 

 

648 

 

Total assets

 

$

310,479 

 

$

320,537 

 



 

 

 

 

 

 

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

 



 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Acquisition line of credit

 

$

2,750 

 

$

4,500 

 

Accounts payable and accrued expenses

 

 

13,842 

 

 

12,371 

 

Accrued salaries, wages and related taxes and benefits

 

 

1,092 

 

 

1,035 

 

Unearned revenue

 

 

14,762 

 

 

14,092 

 

EB-5 investor funds in escrow

 

 

 -

 

 

500 

 

Current portion of deferred gain on sale/leaseback

 

 

333 

 

 

333 

 

Current portion of long-term debt and capitalized lease obligation

 

 

3,622 

 

 

3,592 

 

Total current liabilities

 

 

36,401 

 

 

36,423 

 



 

 

 

 

 

 

 

Long-term debt

 

 

174,716 

 

 

174,785 

 

Capitalized lease obligations

 

 

2,343 

 

 

2,708 

 

Deferred gain on sale/leaseback

 

 

2,762 

 

 

2,845 

 

Deferred income taxes

 

 

12,474 

 

 

12,474 

 

Other liabilities

 

 

531 

 

 

540 

 

Total liabilities

 

 

229,227 

 

 

229,775 

 



 

 

 

 

 

 

 

Series A preferred stock, $.01 par value per share, $1,000 liquidation

 

 

 

 

 

 

 

preference per share, 40,000 shares authorized, 20,000 shares

 

 

 

 

 

 

 

issued and outstanding

 

 

17,401 

 

 

17,001 

 



 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 


 

Peak Resorts, Inc.Page 7 of 7

 



 

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

 

Common stock, $.01 par value per share, 20,000,000 shares

 

 

 

 

 

 

 

authorized, 13,982,400 shares issued and outstanding

 

 

140 

 

 

140 

 

Additional paid-in capital

 

 

86,435 

 

 

86,372 

 

Accumulated deficit

 

 

(22,724)

 

 

(12,751)

 

Total stockholders' equity

 

 

63,851 

 

 

73,761 

 

Total liabilities and stockholders' equity

 

$

310,479 

 

$

320,537 

 










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