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Section 1: PREM14A (PREM14A)

Special Meeting (Final) 20181004



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No.    )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6 (e) (2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to Section 240.14a-11 (c) or Section 240.14a-12



PEAK RESORTS, INC.

(Name of Registrant as Specified in its Charter)



(Name of Person(s) Filing Proxy Statement, if other than Registrant)





Payment of Filing Fee (Check the appropriate box):

No fee required. 

Fee computed on table below per Exchange Act Rules 14a-6 (i) (1) and 0-11. 



(1)Title of each class of securities to which transaction applies: Common stock, $0.01 par value

(2)Aggregate number of securities to which transaction applies: Peak Resorts, Inc. will acquire 100% of the outstanding capital stock of Snow Time, Inc. in exchange for $76 million, $70 million payable in cash and $6 million of which will be paid in a number of shares of Peak Resorts, Inc. common stock based on the average closing price of the common stock during the 20 trading days preceding the closing of the acquisition. The aggregate number of securities and price per share is not determinable until the closing date of the acquisition.

(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): See above.

(4)Proposed maximum aggregate value of transaction: $76,000,000.00

(5)Total fee paid:



$9,212.00



Fee paid previously with preliminary materials. 



Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 



(1)Amount previously paid:

(2)Form, Schedule or Registration Statement No.:

(3)Filing Party:

(4)Date Filed:

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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 31, 2018

Dear Peak Resorts, Inc. Stockholders:

We are pleased to invite you to attend a special meeting of the Peak Resorts stockholders to be held at 10:00 a.m., Central time, telephonically (the “Special Meeting”).  At the Special Meeting, we will ask you to consider the following proposals:

1.

To approve, in accordance with Nasdaq Rule 5635(a), the issuance of the Series A Preferred Stock, Option Warrants, Financing Warrant, Extension Warrant and Common Stock upon conversion of the Series A Preferred Stock and exercise of the Option Warrants, Financing Warrant and Extension Warrant pursuant to the terms of the Commitment Letter (each as defined herein) (the “Nasdaq Proposal”); and

2.

To approve any motion properly brought before the Special Meeting to adjourn the Special Meeting, if necessary, to solicit additional votes in favor of the Nasdaq Proposal (the “Adjournment Proposal”). 

These items of business are more fully described in the Proxy Statement accompanying this Notice of Special Meeting. 

Stockholders of record as of the close of business on October 2, 2018 may vote at the Special Meeting or any postponements or adjournments thereof.

This Notice of Special Meeting and the accompanying Proxy Statement and form of proxy are being made available to all stockholders entitled to vote at the Special Meeting on or about October 4, 2018.

Your vote is important.  Whether or not you plan to attend the Special Meeting in person, we urge you to submit your vote via the Internet, telephone or mail.

We appreciate your continued support of Peak Resorts and look forward to either greeting you in person at the Special Meeting or receiving your proxy.

By Order of the Board of Directors,
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Christopher J. Bub
Vice President,
Chief Financial Officer and
Corporate Secretary

Wildwood, Missouri
October 4, 2018

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON OCTOBER 31, 2018.  THIS PROXY STATEMENT AND THE ANNUAL REPORT ARE AVAILABLE AT: 
http://ir.peakresorts.com/docs

 

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PROXY STATEMENT
______________________

SPECIAL MEETING OF STOCKHOLDERS
To Be Held On Wednesday, October 31, 2018
______________________



 

TABLE OF CONTENTS

 



 

GENERAL INFORMATION.....................................................................................................................................................................1

SUMMARY TERM SHEET.......................................................................................................................................................................1

QUESTIONS AND ANSWERS ABOUT THE TRANSACTIONS AND THE SPECIAL MEETING...............................................................4

RISK FACTORS.....................................................................................................................................................................................10

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS.......................................................................................16

THE PROPOSED ACQUISITION OF SNOW TIME AND RELATED FINANCING.................................................................................17

THE ACQUISITION AGREEMENT.......................................................................................................................................................22

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION.........................................................................24

BUSINESS OF SNOW TIME.................................................................................................................................................................32

SNOW TIME’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS...33

PEAK RESORTS’ MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.39

DESCRIPTION OF SECURITIES...........................................................................................................................................................58

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.......................................................................61

PROPOSAL 1: THE NASDAQ PROPOSAL...........................................................................................................................................65

PROPOSAL 2: THE ADJOURNMENT PROPOSAL...............................................................................................................................65

WHERE YOU CAN FIND MORE INFORMATION.................................................................................................................................65

OTHER BUSINESS...............................................................................................................................................................................65

INDEX TO FINANCIAL STATEMENTS.............................................................................................................................................F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.....................................................................................F-2

PEAK RESORTS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS...........................................F-8

PEAK RESORTS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSF-31

INDEPENDENT AUDITOR’S REPORT...........................................................................................................................................F-36

SNOW TIME, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.............................................F-44

SNOW TIME, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.F-55

ANNEX A  STOCK PURCHASE AGREEMENT.................................................................................................................................A-1





 

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PEAK RESORTS, INC.
17409 Hidden Valley Dr.
Wildwood, Missouri 63025

PROXY STATEMENT
FOR THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON WEDNESDAY, October 31, 2018

GENERAL INFORMATION

This Proxy Statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our Board of Directors for use at the Special Meeting of Stockholders (the “Special Meeting”) of Peak Resorts, Inc., a Missouri corporation (“Peak Resorts” or the “Company”), and any postponements, adjournments or continuations thereof.  The Special Meeting will be held on Wednesday, October 31, 2018 at 10:00 a.m., Central Time telephonically for the purposes contained in the accompanying Notice of Special Meeting of Stockholders and in this Proxy Statement.  This Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended April 30, 2018 (the “Annual Report”) are first being mailed on or about October 4, 2018 to all stockholders entitled to vote at the Special Meeting.  This Proxy Statement summarizes the information that you will need to know to vote in an informed manner.

SUMMARY TERM SHEET

The following is a summary of the material provisions of the Stock Purchase Agreement, dated September 24, 2018 (the “Acquisition Agreement”) entered into by and among Peak Resorts and the stockholders (the “Sellers”) of Snow Time, Inc., a privately held Delaware corporation (“Snow Time”) pursuant to which, at the closing, we will acquire 100% of the outstanding capital stock of Snow Time held by the Sellers (the “Acquisition”).  The following summary is qualified in its entirety by reference to the complete text of the Acquisition Agreement, a copy of which is attached as Annex A to this Proxy Statement and incorporated herein by reference. This summary may not contain all of the information about the Acquisition Agreement that is important to you.  You should refer to the full text of the Acquisition Agreement for details of the transaction and the terms and conditions of the proposed Acquisition.

It is important to understand that we are not required to seek, nor are we seeking, stockholder approval of the proposed Acquisition of Snow Time or the issuance of shares of our common stock, $0.01 per share (the “Common Stock”), to the Sellers as consideration for the Acquisition.  Rather, we are only seeking approval of the Nasdaq Proposal, as described herein.

Information about the Parties

Peak Resorts

Peak Resorts, a Missouri corporation, is a leading owner and operator of high-quality, individually branded ski resorts in the U.S. and operates 14 ski resorts primarily located in the Northeast and Midwest, 13 of which are owned.  The majority of the resorts are located within 100 miles of major metropolitan markets, including New York City, Boston, Philadelphia, Cleveland and St. Louis, enabling day and overnight drive accessibility.  The Company’s resorts are comprised of nearly 1,859 acres of skiable terrain appropriate to a wide range of ages and abilities.  The activities, services and amenities available at the Company’s resorts include skiing, snowboarding, terrain parks, tubing, dining, lodging, equipment rentals and sales, ski and snowboard instruction, zip lines, mountain coasters, mountain biking, hiking and other summer activities.  Peak Resorts’ Common Stock is traded on the Nasdaq Global Market under the symbol “SKIS”.  The principal executive offices of Peak Resorts are located at 17409 Hidden Valley Drive, Wildwood, Missouri 63025, and its telephone number is (636) 938-7474.

Snow Time

Snow Time, a privately held Delaware corporation, owns and operates three ski resorts in Pennsylvania: Liberty Mountain Resort, Whitetail Resort and Roundtop Mountain Resort.  The three resorts are within driving distance of the Baltimore-Washington D.C. market, which comprises nearly 10 million people, and welcomed more than 600,000 visitors during the 2017/2018 ski season. Snow Time’s resorts offer a combined 65 trails, more than 325 skiable acres, and an average of approximately 700 vertical feet of terrain. Snow Time also operates two 18-hole golf courses, a 115-room hotel and 22,000 square foot conference center at Liberty Mountain Resort, and more than 20 food and beverage locations across its three resorts.  Snow Time’s principal executive offices are located at 100 Boxwood Lane, Suite 2, York, Pennsylvania 17402, and its telephone number is (717) 757-1508.  See “Business of Snow Time” for additional information about the business and operations of Snow Time.

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The Acquisition and Acquisition Agreement

On September 24, 2018, Peak Resorts entered into the Acquisition Agreement with the stockholders of Snow Time, as Sellers, pursuant to which, at the closing, the Company will acquire 100% of the outstanding capital stock of Snow Time held by the Sellers.  Upon consummation of the Acquisition, we will own the assets and businesses of Snow Time.

The aggregate purchase price payable by the Company is $76.0 million, comprised of $70.0 million payable in cash and the remainder payable in shares of the Company’s Common Stock with a value equal to $6.0 million, determined based on the average closing price of the Common Stock for the 20 trading days immediately preceding the closing of the Acquisition.

Closing of the Acquisition is subject to customary closing conditions, including the completion of satisfactory due diligence relating to title and environmental matters.  The Company’s obligation to consummate the Acquisition is not subject to any condition related to the availability of financing.  The parties intend to close the Acquisition on or about November 8, 2018, subject to extension upon mutual consent, provided that either party may terminate the Acquisition Agreement if closing does not occur on or before November 30, 2018.  The Company has agreed to pay the Sellers a fee of $650,000 upon termination of the Agreement (other than as a result of a breach by Sellers of their representations, warranties, covenants and agreements under the Agreement).

See “Proposal 1: The Nasdaq Proposal” for additional information on the Acquisition and Acquisition Agreement.

The Commitment Letter

In connection with the Company’s entry into the Acquisition Agreement, the Company has entered into a commitment letter, dated as of September 20, 2018 (the “Commitment Letter”), with Cap 1 LLC (“Cap 1”), pursuant to which and subject to the terms and conditions set forth therein, Cap 1 has committed to provide a two-year senior secured term loan facility in the amount of $50.0 million (the “Term Loan”) to fund a portion of the cash consideration to be paid to the Sellers pursuant to the terms of the Agreement.  The Term Loan will be secured by all real property on which the resorts acquired pursuant to the Agreement are located and improvements thereon, together with related rights.  Interest on the Term Loan will be charged at a rate of 6.95%, subject to a 2.0% increase upon an event of default.  Amounts due under the Term Loan may be prepaid without penalty.  The Term Loan may be extended for an additional one-year period at the Company’s option.  If extended, the Company has agreed to issue Cap 1 a warrant to purchase 666,667 shares of Common Stock, exercisable immediately at $7.50 per share (the “Extension Warrant”).

Pursuant to the terms of the Commitment Letter, the Company has agreed that, as a condition to the funding of the Term Loan, it will exercise the existing option (the “Cap 1 Option”) to issue to Cap 1 an additional 20,000 shares of Series A Cumulative Convertible Preferred Stock (the “Series A Preferred Stock”), along with additional warrants to purchase up to 2,719,018 shares of Common Stock at exercise prices ranging from $6.50 to $9.00 per share (the “Option Warrants”), for an aggregate consideration of $20.0 million as provided by the terms of the Securities Purchase Agreement between the Company and Cap 1, dated as of August 22, 2016 (the “Cap 1 Agreement”).  The Company intends to use the proceeds from the sale of the Series A Preferred Stock to fund the remainder of the cash portion of the Acquisition purchase price.  As consideration for the Term Loan and in lieu of fees, upon funding, the Company has also agreed to issue Cap 1 an additional warrant to purchase 1,750,000 shares of Common Stock at $10.00 per share (the “Financing Warrant”). 

The funding of the Term Loan is contingent on the satisfaction of certain conditions as described in this Proxy Statement, including obtaining stockholder approval to issue the Series A Preferred Stock, Option Warrants, Financing Warrants and Extension Warrants, and Common stock issuable thereunder, pursuant to Nasdaq Rule 5635(a).

See “Proposal 1: The Nasdaq Proposal” for additional information on the Commitment Letter, terms of the warrants and transactions contemplated thereunder. 

Interests of Certain Persons

Cap 1 and its affiliates are currently the beneficial owners of approximately 40% of the Company’s common stock, which includes 5,898,668 shares issuable upon conversion of the Series A Preferred Stock and full exercise of the warrants currently held by Cap 1. Following the closing of the Acquisition, and assuming consummation of the transactions contemplated by the Term Loan, Cap 1 and its affiliates will be the beneficial owners of approximately 54% of the Company’s common stock, assuming full conversion of the Series A Preferred Stock and full exercise of all warrants held by Cap 1 (except for the Extension Warrant).  Full exercise of all warrants currently held by Cap 1 and warrants issuable to Cap 1 pursuant to the Commitment Letter would require Cap 1 to pay approximately $57.5 million in aggregate exercise prices, ranging from $6.50 per share to $10.00 per share. The closing price of the Company’s Common Stock on October 1, 2018 was $4.96. Cap 1 has agreed that for a period of up to three years following closing of the Acquisition, Cap 1 would be required to vote any shares of Common Stock acquired upon exercise of any warrant held by Cap 1 in accordance with the recommendations of the board of directors on matters submitted to a vote of the stockholders, subject to certain exceptions with respect to non-routine matters such as tender offers, mergers, acquisitions and similar transactions.

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Rory A. Held is a member of the Company’s Board of Directors and was nominated for election by Cap 1 pursuant to the terms of the Stockholders’ Agreement between the Company and Cap 1 dated as of November 2, 2016 (the “Stockholders’ Agreement”).  Mr. Held serves as Executive Vice President and Portfolio Manager of Summer Road LLC, which serves as a family office and provides investment management services to Cap 1.  Mr. Held has no equity interest in, or other relationship with, Cap 1 or Summer Road LLC and is not compensated by Cap 1 or Summer Road LLC for his services as a director of the Company.  Mr. Held has no direct or indirect interest in the Acquisition or the securities issuable to Cap 1 pursuant to the terms of the Commitment Letter.

See “Proposal 1: The Nasdaq Proposal” for additional information on the ownership and voting rights of Cap 1.

Voting Agreement

Effective as of October 1 2018, Mr. Timothy Boyd, Mr. Stephen Mueller and Mr. Richard Deutsch, in their respective capacities as stockholders of Peak Resorts, and Cap 1 have entered into a voting agreement with the Company pursuant to which such stockholders agreed, among other things, to vote their respective shares of Common Stock of Peak Resorts in favor of the approval of the Nasdaq Proposal and Adjournment Proposal and against any action, proposal, transaction, or agreement that could reasonably be expected to interfere with, delay, discourage, adversely affect, or inhibit approval of the Nasdaq Proposal or the timely consummation of the Acquisition (the “Voting Agreement”).  Notwithstanding the foregoing, the Voting Agreement will not impair the right or ability of stockholders who are also directors to exercise their fiduciary duties in their capacities as directors of the Company.  Collectively, Messrs. Boyd, Mueller and Deutsch and Cap 1 own approximately 43.4% of the voting power of the Company.

Effect of the Transactions on Peak Resorts Stockholders

The Company’s stockholders will continue to hold their existing shares of Peak Resorts Common Stock following the Acquisition and transactions contemplated pursuant to the terms of the Commitment Letter.  However, the issuance of the Common Stock to the Sellers in connection with the Acquisition and the issuance of the Common Stock underlying the Series A Preferred Stock and various warrants to Cap 1 in connection with the Commitment Letter will dilute the ownership and voting interests of Peak Resorts’ current stockholders. 

See “The Proposed Acquisition of Snow Time and Related Financing” and “Principal Stockholders” for additional information.

Risk Factors

There are a number of risks relating to the Acquisition and financing thereof pursuant to the terms of the Commitment Letter. See “Risk Factors” for a discussion of these risks.

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QUESTIONS AND ANSWERS ABOUT THE TRANSACTIONS AND THE SPECIAL MEETING

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this Proxy Statement.  You should read this entire Proxy Statement carefully.  Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this Proxy Statement.

Q:Which items will be voted on at the Special Meeting?  

A:Stockholders will vote on the following items at the Special Meeting:

1.

To approve, in accordance with Nasdaq Rule 5635, the issuance of the Series A Preferred Stock, Option Warrants, Financing Warrant, Extension Warrant and Common Stock upon conversion of the Series A Preferred Stock and exercise of the Option Warrants, Financing Warrant and Extension Warrant pursuant to the terms of the Commitment Letter (the “Nasdaq Proposal”); and

2.

To approve any motion properly brought before the Special Meeting to adjourn the Special Meeting, if necessary, to solicit additional votes in favor of the Nasdaq Proposal (the “Adjournment Proposal”).

Q:How does the Board of Directors recommend I vote on these proposals? 

A:The Board of Directors recommends a vote:

1.

FOR the Nasdaq Proposal; and

2.

FOR the Adjournment Proposal.

Q:Who pays for the proxy solicitation process? 

A:Peak Resorts will pay the cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes.  We may, on request, reimburse brokerage firms and other nominees for their expenses in forwarding proxy materials to beneficial owners.  In addition to soliciting proxies by mail, we expect that our directors, officers and employees may solicit proxies in person or by telephone or facsimile.  None of these individuals will receive any additional or special compensation for doing this, although we may reimburse these individuals for their reasonable out-of-pocket expenses.

Q:Why are we seeking stockholder approval of the Nasdaq Proposal?

A:Our Common Stock is traded on Nasdaq. Nasdaq Listing Rule 5635(a) requires us to seek stockholder approval with respect to issuances of our Common Stock when the shares to be issued are being issued in connection with the acquisition of the stock of another company, including as part of the acquisition funding, and are equal to 20% or more of our outstanding Common Stock before the issuance.  The issuance of the Series A Preferred Stock, Option Warrants, Financing Warrant and Extension Warrant to Cap 1 to be issued in connection with the Acquisition of Snow Time would result in the potential issuance of 8,315,335 shares of the Company’s Common Stock to Cap 1 upon conversion of the Series A Preferred Stock and full exercise of the Option Warrants, Financing Warrant and Extension Warrant, which exceeds 20% of the Company’s pre-Acquisition issued and outstanding shares of Common Stock. As such, under Nasdaq rules, we are required to seek stockholder approval of the issuance of these securities to Cap 1.

Q:Have any of our stockholders agreed to vote in favor of the Nasdaq Proposal?

A.

Yes, certain stockholders of the Company having approximately 43.4% of our Company’s voting power have entered into the Voting Agreement pursuant to which they have agreed, among other things, to vote in favor of the Nasdaq Proposal and the Adjournment Proposal.

Q:What will be the effect of the failure to adopt the Nasdaq Proposal?

A:We are not seeking stockholder approval for the Acquisition or the issuance of the Snow Time Shares to the Sellers.  However, we intend to fund the $70.0 million cash portion of the Acquisition purchase price with proceeds from the Term Loan and sale of the securities pursuant to the Cap 1 Option exercise. Cap 1’s obligation to fund the Term Loan is conditioned upon our ability to exercise the Cap 1 Option. As consideration for the Term Loan, we have also agreed to issue the Financing Warrant to Cap 1, and upon the extension of the Term Loan, we will be required to issue Cap 1 the Extension Warrant. We are seeking stockholder approval of the Nasdaq Proposal to enable us to satisfy our obligations and the conditions set forth in the Commitment Letter.

If the stockholders do not approve the Nasdaq Proposal, we will need to seek alternative sources of financing to pay all or a portion of the cash portion of the Acquisition purchase price. If we are not able to obtain such financing, we will not be able

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to close the Acquisition, the transaction will be terminated, and we will be required to pay a termination fee in the amount of $650,000.

Please see “Proposal 1: The Nasdaq Proposal” and “Risk Factors” for additional information and risks relating to the Acquisition.

Q:Who may vote at the Special Meeting? 

A:Only the holders of shares of our Common Stock and shares of our Series A Preferred Stock of record at the close of trading on October 2, 2018 (the “Record Date”) are entitled to receive notice of, to attend, and to vote at the Special Meeting. As of the Record Date, there were 13,982,400 shares of Common Stock issued and outstanding, held by ten holders of record. 

As of the Record Date, there were 20,000 shares of Series A Preferred Stock issued and outstanding, held by one holder of record, Cap 1. Subject to the conditions and in accordance with the terms set forth in the Certificate of Designation governing the Series A Preferred Stock, the Series A Preferred Stock is convertible into shares of Common Stock. The terms of the Series A Preferred Stock provide that as the holder, Cap 1 is entitled to vote, on an as-converted basis, together with holders of our Common Stock on all matters submitted to a vote of the holders of our Common Stock. As of the Record Date, Cap 1 has the right to vote the equivalent of 3,179,650 shares of Common Stock, as calculated pursuant to the conversion provisions of the Certificate of Designation (together with the outstanding shares of Common Stock on the Record Date, the “Voting Shares”). Together with the 2,026,500 shares of Common Stock held by Cap 1 and its affiliates, Cap 1 and its affiliates have the right to vote 5,206,150 shares on the Record Date, representing approximately 30.3% of the shares entitled to vote on the proposals presented in this Proxy Statement.

At the Record Date for the Special Meeting, the Company’s directors and executive officers have the right to vote 2,272,320 shares of Common Stock, which represents approximately 13.2% of the total shares entitled to vote at the Special Meeting. Collectively at the Record Date, the Company’s directors, executive officers and Cap 1 and its affiliates have the right to vote 7,478,470 shares of Common Stock, or approximately 43.6% of the shares entitled to vote.

Unless otherwise, indicated, references to “shares” throughout this Proxy statement refer to shares of our Common Stock and shares of Series A Preferred Stock. Each Voting Share is entitled to one vote on each matter at the Special Meeting.

Q:What is the difference between a stockholder of record and a beneficial owner of shares held in street name? 

A:Stockholder of Record.  If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered the stockholder of record with respect to those shares, and the proxy materials were sent directly to you by Peak Resorts. 

Beneficial Owner of Shares Held in Street Name.  If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the “beneficial owner” of shares held in “street name,” and the proxy materials were forwarded to you by that organization.  The organization holding your account is considered the stockholder of record for purposes of voting at the Special Meeting.  As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account.  Beneficial owners are also invited to attend the Special Meeting.  However, since a beneficial owner is not the stockholder of record, you may not vote your shares in person at the Special Meeting unless you follow the procedures for obtaining a legal proxy from your broker, bank or other nominee.  If you request a printed copy of our proxy materials by mail, your broker, bank or nominee will provide a voting instruction card for you to use.

Q:How do I vote? 

A:If you are a stockholder of record, there are four ways to vote:

·

In person.  You may vote in person at the Special Meeting.  The Company will give you a ballot when you arrive. 

·

Via the Internet.  You may vote by proxy via the Internet by following the instructions found on the proxy card included within these proxy materials. 

·

By Telephone.  You may vote by proxy by calling the toll free number found on the proxy card included within these proxy materials. 

·

By Mail.  If you received printed proxy materials, you may vote by proxy by filling out the proxy card included within these proxy materials and returning it in the envelope provided. 

If your shares are held in street name, you will receive voting instructions from your broker, bank or other nominee.  You must follow the voting instructions provided by your broker, bank or other nominee in order to instruct your broker, bank or

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other nominee on how to vote your shares.  Street name stockholders should generally be able to vote by returning an instruction card, or by telephone or on the Internet.  However, the availability of telephone and Internet voting will depend on the voting process of your broker, bank or other nominee.  As discussed above, if you are a street name stockholder, you may not vote your shares in person at the Special Meeting unless you obtain a legal proxy from your broker, bank or other nominee.

Please note that the Internet and telephone voting facilities will close at 11:59 p.m., Eastern Time on the day before the Special Meeting.

Q:If I submit a proxy, how will it be voted? 

A:When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Special Meeting in accordance with the instructions of the stockholder.  If no specific instructions are given, the shares will be voted in accordance with the recommendations of our Board of Directors as described above.  If the Special Meeting is adjourned, the proxy holders can vote your shares on the new meeting date as well, unless you have revoked your proxy instructions, as described below under “Can I change my vote or revoke my proxy?”  Timothy Boyd and Christopher Bub have been designated as proxies by our Board of Directors.

Q:What should I do if I get more than one set of voting materials for the Special Meeting? 

A:Stockholders may receive more than one set of voting materials, including multiple proxy cards or voting instruction cards.  For example, stockholders who hold shares in more than one brokerage account may receive separate sets of voting instructions for each brokerage account in which shares are held.  Stockholders of record whose shares are registered in more than one name will receive more than one proxy card.  You should vote in accordance with all of the proxy cards and voting instruction cards you receive relating to the Special Meeting to ensure that all of your shares are counted. 

Q:Can I change my vote or revoke my proxy? 

A:You may change your vote or revoke your proxy prior to the taking of the vote at the Special Meeting.  If you are a stockholder of record, you can change your vote or revoke your proxy any time before the Special Meeting by:

·

entering a new vote by Internet or by telephone;

·

returning a later-dated proxy card;

·

notifying our Secretary, in writing, at Peak Resorts, Inc., 17409 Hidden Valley Drive, Wildwood, Missouri 63025; or

·

completing a written ballot at the Special Meeting.

If you are a street name stockholder, your broker, bank or other nominee can provide you with instructions on how to change your vote.

Q:Can I attend the Special Meeting in person? 

A:You are invited to attend the Special Meeting if you are a registered stockholder or a street name stockholder as of the close of trading on October 2, 2018, the Record Date.  In order to enter the Special Meeting, you must present a form of photo identification acceptable to us, such as a valid driver’s license or passport.  If you hold your shares beneficially in street name, you will need to provide proof of stock ownership as of the Record Date.  Please note that since a street name stockholder is not the stockholder of record, you may not vote your shares in person at the Special Meeting unless you follow the procedures of your broker, bank or other nominee for obtaining a legal proxy.  Please be aware that attendance at the Special Meeting will not, by itself, revoke a proxy. 

Q:How many shares must be present or represented to conduct business at the Special Meeting? 

A:At the Special Meeting, the presence in person or by proxy of a majority of the shares issued and outstanding and entitled to vote at the Special Meeting is required for the Special Meeting to proceed.  If you have returned valid proxy instructions or attend the Special Meeting in person, your shares will be counted for the purpose of determining whether there is a quorum, even if you wish to abstain from voting on some or all matters at the Special Meeting.  If there is no quorum, the chairman of the meeting or a majority of the shares present at the Special Meeting may adjourn the Special Meeting to another date.  Abstentions are counted as shares present and entitled to vote for purposes of determining a quorum.  Since there are no non-routine matters being voted on at the Special Meeting, we will not have any broker non-votes at the Special Meeting, which are described in more detail below.

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Q:What are broker non-votes? 

A:Generally, a broker non-vote occurs when a bank, broker or other nominee that holds shares in “street name” for customers is precluded from exercising voting discretion on a particular proposal because (i) the beneficial owner has not instructed the bank, broker or other nominee how to vote, and (ii) the bank, broker or other nominee lacks discretionary voting power to vote the shares. A bank, broker or other nominee does not have discretionary voting power with respect to the approval of “non-routine” matters absent specific voting instructions from the beneficial owners of the shares.

If the proposals to be acted upon at any meeting include both routine and non-routine matters, the banker, broker or other nominee may turn in a proxy card for uninstructed shares that votes with respect to routine matters but not with respect to non-routine matters.  The “non-vote” with respect to non-routine matters is called a “broker non-vote.”  Each of the NASDAQ Proposal and the Adjournment Proposal is considered a non-routine matter.  Since there are no non-routine matters being voted on at the Special Meeting, we will not have any broker non-votes at the Special Meeting.  As a result, banks, brokers and other nominees are not allowed to vote on these matters unless they have received voting instructions from the beneficial owner of the shares.  Your bank, broker or other nominee will send you instructions on how you can instruct them to vote on these proposals.  If you do not provide voting instructions, your bank, broker or other nominee will not vote your shares on these proposals.

Q:What is the voting requirement to approve each of the proposals? 

A:The Nasdaq Proposal must be approved by the affirmative vote of a majority of votes cast, meaning the number of shares voted “for” a proposal must exceed the number of shares voted “against” such proposal. Abstentions are not considered votes cast for the foregoing purpose, and will have no effect on the vote for the Nasdaq Proposal.

The Adjournment Proposal must be approved by the affirmative vote of holders of a majority of our common stock present in person or represented by proxy at the Special Meeting and entitled to vote.  An abstention will have the effect of a vote against the Adjournment Proposal.

Stockholders are not entitled to dissenter’s rights for their shares in connection with the proposals included in this Proxy Statement.

Q:Who will tabulate the votes? 

A: A representative of Computershare Trust Company, N.A., our transfer agent, will serve as the Inspector of Election and will tabulate the votes at the Special Meeting. 

Q:How can I find the results of the Special Meeting?

A:Preliminary results will be announced at the Special Meeting.  Final results also will be published in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission (the “SEC”) within four business days after the Special Meeting.  If the official results are not available at that time, we will provide preliminary voting results in the Current Report on Form 8-K and will provide the final results in an amendment to the Current Report on Form 8-K as soon as they become available. 

Q:Will my vote be kept confidential?

A:Proxies, ballots and voting tabulations are handled on a confidential basis to protect your voting privacy.  This information will not be disclosed, except as required by law. 

Q:What if I need to change my mailing address? 

A:You may contact our transfer agent, Computershare Trust Company, N.A., Stockholder Services, by telephone at (800) 962-4284 (toll free within the U.S.) or (781) 575-4247 (outside the U.S.), or online at https://www-us.computershare.com/Investor/, if you need to change your mailing address. 

Q:Will representatives of Peak Resorts’ independent registered public accounting firm and Snow Time’s independent accounting firm be at the Special Meeting?

A:Representatives of RSM US LLP, Peak Resorts’ independent registered public accounting firm, and RKL LLP, Snow Time’s independent accounting firm, are expected to have representatives at the Special Meeting who will have the opportunity to make a statement and who will be available to answer appropriate questions.

Q:What are the implications of being an “emerging growth company”?

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A:We are an “emerging growth company,” as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company reporting requirements.  As an emerging growth company, we are permitted to provide less extensive disclosure about our executive compensation. We have elected to take advantage of scaled disclosure requirements for executive compensation.  We will remain an emerging growth company until the earlier of (i) the end of the fiscal year in which our annual revenues exceed $1.07 billion; (ii) the end of the fiscal year in which the fifth anniversary of our initial public offering occurred; (iii) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt; and (iv) the date on which we qualify as a large accelerated filer.

   Q:What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?

A:Stockholder Proposals

Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at the next annual meeting of stockholders by submitting their proposals in writing to our Secretary in a timely manner.  For a stockholder proposal to be considered for inclusion in our proxy statement for our 2019 annual meeting of stockholders, our Secretary must receive the written proposal at our principal executive offices not later than April 30, 2019.  In addition, stockholder proposals must comply with the requirements of Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals should be addressed to: 

Peak Resorts, Inc.

Attn: Secretary

17409 Hidden Valley Drive

Wildwood, MO  63025

Our Amended and Restated By-Laws, as amended, (the “By-laws”) also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement. Our By-laws provide that the only business that may be conducted at an annual meeting is business that is (i) specified in our proxy materials with respect to such meeting given by or at the direction of the Board of Directors or the persons calling the meeting pursuant to the Amended and Restated Articles of Incorporation, (ii) otherwise properly brought before the annual meeting by or at the direction of our Board of Directors, or (iii) properly brought before the annual meeting by a stockholder of record entitled to vote at the annual meeting who has delivered timely written notice to our Secretary, which notice must contain the information specified in our By-laws.  To be timely for our 2019 annual meeting of stockholders, our Secretary must receive the written notice at our principal executive offices (i) not earlier than July 11, 2019 and (ii) not later than August 10, 2019. 

In the event that we hold our 2019 annual meeting of stockholders more than 30 days before the one-year anniversary of the annual meeting to be held on October 9, 2018, then notice of a stockholder proposal that is not intended to be included in our proxy statement must be received no earlier than the close of business on the tenth day following the day on which notice of the date of the annual meeting was mailed or public disclosure of the date of the annual meeting was made, whichever first occurs.

If a stockholder who has notified us of his, her or its intention to present a proposal at an annual meeting does not appear to present his, her or its proposal at such annual meeting, we are not required to present the proposal for a vote at such annual meeting.

Nomination of Director Candidates

You may propose director candidates for consideration by our nominating and corporate governance committee.  Any such recommendations should include the nominee’s name, qualifications, other relevant biographical information and an indication of the willingness of the proposed nominee to serve on our Board of Directors and should be directed to:

Peak Resorts, Inc.

Attn: Chair of the Nominating and Corporate Governance Committee

17409 Hidden Valley Drive

Wildwood, MO  63025

In addition, our By-laws permit stockholders to nominate directors for election at an annual meeting of stockholders.  To nominate a director, the stockholder must provide the information required by our By-laws.  In addition, the stockholder must give timely notice to our Secretary in accordance with our By-laws, which, in general, require that the notice be received by our Secretary within the time period described above under “Stockholder Proposals” for stockholder proposals that are not intended to be included in a proxy statement.  The By-laws also permit any stockholder to nominate a director for election

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pursuant to a written agreement with the Company that has been approved by the Board of Directors if that nominee meets the qualifications set forth in such written agreement.

Availability of By-laws

A copy of our By-laws is available on our website at www.peakresorts.com under the “Investors—Corporate Governance” sections of the website.  You may also contact our Secretary at our principal executive offices for a copy of the relevant By-law provisions regarding the requirements for making stockholder proposals and nominating director candidates.

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RISK FACTORS

Before you make your decision regarding how to vote on the Nasdaq Proposal and Adjournment Proposal set forth in this Proxy Statement, you should carefully consider each of the following risk factors and all of the other information contained in this Proxy Statement.  The risk factors described below related primarily to the Acquisition of Snow Time and the integration of Snow Time and its business, as well as risks relating to the transaction contemplated by the Commitment Letter.

The risk factors described below are not the only risks that we will face following the Acquisition.  Furthermore, additional risks and uncertainties not currently known to us may also materially and adversely affect our business operations and financial condition or the price of our Common Stock.  Additional information on material risks related to the Company, which may also affect the success of the acquired Snow Time resorts and business, can be found in Peak Resorts’ Annual Report on Form 10-K, as updated by the Company’s subsequent Quarterly Reports on Form 10-Q, all of which are filed with the SEC.  You should also read and consider the other information in this proxy statement.  Please see the section entitled “Where You Can Find More Information” of this Proxy Statement.

Risks Relating to the Acquisition

If we fail to obtain stockholder approval of the Nasdaq Proposal, we may be unable to consummate the Acquisition.

We intend to pay the cash portion of the Acquisition purchase price with the $50 million Term Loan funds and $20 million in proceeds from the sale of the Series A Preferred Stock, and issuance of accompanying Option Warrants, to Cap 1 pursuant to the terms of the Commitment Letter.  Funding of the Term Loan is conditioned upon our ability to issue the Series A Preferred Stock and Option Warrants to Cap 1.  Additionally, we have agreed to issue to Cap 1 the Financing Warrant and Extension Warrant, as may be necessary, pursuant to the terms of the Commitment Letter.  Issuance of the Common Stock underlying the Series A Preferred Stock and various warrants to Cap 1 will result in the issuance of more than 20% of the total number of shares of our Common Stock outstanding before the transactions contemplated by the Acquisition Agreement and Commitment Letter. Nasdaq Listing Rule 5635(a) requires stockholder approval when, in connection with an acquisition of stock or assets of another company, we issue a number of shares of our Common Stock that equals or exceeds 20% of the total number of shares of our Common Stock or voting power outstanding before the transaction.

If we fail to obtain the necessary stockholder approval, Cap 1 will not be required to fund the Term Loan, and we will be required to find alternative financing sources to fund the Snow Time Acquisition.  Even if we are able to secure alternative financing on similar terms, there is no assurance that such financing will be available to us before the November 30, 2018 Acquisition Agreement termination date, or that the Sellers will agree to an extension.  In such case, we will likely forfeit our opportunity to close the Acquisition and be required to pay the termination fee of $650,000 to the Sellers.   

Failure to satisfy the Acquisition closing conditions and consummate the Acquisition could negatively impact our business, financial condition, results of operations or stock prices. 

Completion of the Acquisition is subject to various customary closing conditions, including the accuracy of the representations and warranties of the parties contained in the Acquisition Agreement, the parties’ performance and compliance in all material respects with the agreements and covenants contained in the Acquisition Agreement, no material adverse effect to Snow Time, issuance of title commitments, satisfactory completion of environmental and other due diligence, and such other conditions as are set forth in the Acquisition Agreement.  The required conditions to closing may not be satisfied in a timely manner, if at all, or they may be waived.  Satisfaction of certain of the closing conditions is out of our control.  If the Acquisition is not consummated for these or any other reasons, our ongoing business may be adversely affected and will be subject to a number of risks and consequences, including the following:

·

we must pay the substantial fees and expenses we incurred related to the Acquisition, such as legal, accounting, printing, and synergy planning fees and expenses, even if the Acquisition is not consummated and, except in certain circumstances, we may not be able to recover such fees and expenses;

·

matters relating to the Acquisition may require substantial commitments of time and resources by our management, which could otherwise have been devoted to other opportunities that may have been beneficial to us;

·

the market price of our Common Stock may decline to the extent that the current market price reflects a market assumption that the Acquisition will be consummated;

·

we may experience negative reactions to the termination of the Acquisition from resort visitors, business partners, lenders, and employees; and

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·

we would not realize any of the anticipated benefits of having consummated the Acquisition.

In addition, any delay in the consummation of the Acquisition, or any uncertainty about the consummation of the Acquisition, may adversely affect our future business, growth, revenue, and results of operations.

The Acquisition could harm our business, operating results, or financial condition.

We may incur substantial expenses in connection with the integration of the business, policies, procedures, operations, technologies, and systems of Snow Time.  There are a large number of systems and functions that must be integrated, including, but not limited to, management information, accounting and finance, payroll, and benefits and regulatory compliance.  Acquisitions are particularly challenging because the prior practices of target companies may not meet the requirements of the Sarbanes-Oxley Act of 2002 or U.S. GAAP standards.  While we have assumed that a certain level of expenses would be incurred, there are a number of factors beyond our control that could affect the total amount or the timing of all of the expected integration expenses.  Moreover, many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time.

We may be unable to successfully integrate our business with the business of Snow Time and realize the anticipated benefits of the Acquisition.

The Acquisition involves the combination of the businesses of two companies that currently operate as independent companies.  Our management will be required to devote significant attention and resources to integrating our business practices and operations with those of Snow Time. Potential difficulties we may encounter as part of the integration process include, but are not limited to, the following:

·

inability to successfully combine our business with the business of Snow Time in a manner that permits us to achieve the full synergies anticipated from the Acquisition;

·

complexities associated with managing our business and the business of Snow Time following the Acquisition, including the challenge of integrating complex systems, technology, networks, and other assets of each of the companies in a seamless manner that minimizes any adverse impact on customers, suppliers, employees, and other constituencies;

·

integrating the workforces of the two companies while maintaining focus on providing consistent, high quality customer service; and

·

potential unknown liabilities and unforeseen increased expenses or delays associated with the Acquisition, including costs to integrate the two companies that may exceed anticipated costs.

Any of the difficulties listed above could adversely affect our ability to maintain relationships with resort visitors, suppliers, employees, lenders, and other constituencies or our ability to achieve the anticipated benefits of the Acquisition.

Our actual financial and operating results after the Acquisition could differ materially from any expectations or guidance provided by us concerning future results, including (without limitation) expectations or guidance with respect to the financial impact of any cost savings and other potential synergies. 

We currently expect to realize an increase in gross revenue and other synergies as a result of the proposed Acquisition.  These expectations are subject to numerous assumptions, however, including assumptions derived from our diligence efforts concerning the status of and prospects for Snow Time’s business, which we do not currently control, and assumptions relating to the near-term prospects for our industry generally and the markets for Snow Time’s resorts in particular. Additional assumptions that we have made include, without limitation, the following:

·

projections of future revenues;

·

anticipated cost savings and other synergies associated with the Acquisition;

·

our expected capital structure after the Acquisition;

·

amount of goodwill and intangibles that will result from the Acquisition;

·

the fair value of the assets acquired and liabilities assumed from Snow Time;

·

certain other purchase accounting adjustments that we expect to record in our financial statements in connection with the Acquisition;

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·

Acquisition costs, including transaction costs payable to our financial, legal, and accounting advisors; and

·

other financial and strategic risks of the Acquisition.

We cannot provide any assurances with respect to the accuracy of our assumptions, including our assumptions with respect to future revenues or revenue growth rates, if any, of Snow Time, and we cannot provide assurances with respect to our ability to realize any cost savings that we currently anticipate.  Risks and uncertainties that could cause our actual results to differ materially from currently anticipated results include, but are not limited to, those discussed in this “Risk Factors” section and those relating to our business and industry as discussed in our filings with the SEC.  Any failure to integrate Snow Time successfully and to realize the financial benefits we currently anticipate from the Acquisition would have a material adverse impact on our future operating results and financial condition and could materially and adversely affect the trading price or trading volume of our Common Stock.

The obligations and liabilities of Snow Time, some of which may be unanticipated or unknown, may be greater than we have anticipated, which may diminish the value of Snow Time to us.

Snow Time’s obligations and liabilities, some of which may not have been disclosed to us or may not be reflected or reserved for in Snow Time’s historical financial statements, may be greater than we have anticipated.  The obligations and liabilities of Snow Time could have a material adverse effect on Snow Time’s value to us or on our business, financial condition, or results of operations.  In the event that we are responsible for liabilities substantially in excess of any amounts recovered through rights to indemnification or alternative remedies that might be available to us, or any applicable insurance, we could suffer consequences that would substantially reduce our earnings and cash flows or otherwise materially and adversely affect our business, financial condition, or results of operations.

Our future results following the Acquisition may differ materially from the financial information included in this Proxy Statement.

The financial information contained in this Proxy Statement is presented for purposes of presenting our historical consolidated financial statements and is not necessarily indicative of the financial condition or results of operations of the Company following the Acquisition.  The financial information reflects adjustments, which are based upon preliminary estimates, to allocate the purchase price to Snow Time’s acquired assets and liabilities.  The purchase price allocation reflected in this Proxy Statement is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of Snow Time as of the date of the consummation of the Acquisition.  In addition, the assumptions used in preparing the financial information may not prove to be accurate, and other factors may affect our financial condition and results of operations following the Acquisition.

Risks Relating to the Term Loan

We may be unable to secure the Term Loan.

We expect to use the net proceeds of the Term Loan to pay part of the cash portion of the Acquisition purchase price. However, the funding of the Term Loan is contingent on the satisfaction of certain conditions, including (i) the execution and delivery of mutually acceptable loan documentation and satisfaction of other customary conditions for debt facilities of this type; (ii) the absence of any circumstance that could reasonably be expected to have a material adverse effect on Snow Time; (iii) satisfaction of the terms and covenants, including consent rights of the Company’s current lenders, under the Company’s existing debt agreements; (iv) consummation of the Acquisition in accordance with the Acquisition Agreement; and (v) exercise of the Cap 1 Option by the Company. The Company is required to obtain shareholder approval to issue the additional shares of Series A Preferred Stock and warrants to Cap 1 pursuant to the Cap 1 Option exercise and the terms of the Commitment Letter, as required by the Nasdaq Listing Rules and as described in this Proxy Statement.

Satisfaction of certain of these conditions is out of our control.  If we are unable to satisfy such conditions, we may be unable to secure the Term Loan and will be required to find alternative debt or equity capital on acceptable terms or at all in order to consummation the Acquisition.  We cannot assure you that we will be able to obtain the Term Loan from Cap 1 or any alternative financing.  Our inability to obtain financing may prevent us from fulfilling our obligations under the Acquisition Agreement to consummate the Acquisition.

Funding of the Term Loan is subject to the consent of our existing lenders and entry into a mutually acceptable intercreditor agreement among Cap 1 and our existing lenders.

We are currently a party to various debt agreements with our existing lenders that provide our lenders with certain rights regarding the Acquisition and entry into the Term Loan with Cap 1, including the rights of the lenders to consent to the incurrence of additional debt. Funding of the Term Loan is also conditioned upon the receipt of any required consents from our existing lenders.

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While our lenders have given us their contingent consents on the incurrence of the Term Loan debt, their final consents are subject to certain specified conditions, including (i) the final structure and terms of the Term Loan, including with respect to the borrower entity and Term Loan collateral; (ii) satisfactory final loan documentation; and (iii) entry into an intercreditor agreement among Cap 1, EPR Properties and Royal Banks of Missouri with respect to the Company’s indebtedness.  The willingness of our lenders to grant their consents and to negotiate and finalize an intercreditor agreement is within their discretion and not subject to our control.  If our lenders do not consent to the incurrence of the Term Loan debt, we will be required to find alternative financing sources for the Acquisition.  We cannot assure you that we will be able to obtain such financing in a timely manner and as such, may not be able to consummate the Acquisition.  In that event, we would be required to pay the $650,000 termination fee to the Sellers.

We may not be able to refinance, extend or repay the Term Loan when it comes due, which would have a material adverse affect on our financial condition.

Under the proposed Term Loan provisions, we are required to repay the Term Loan debt in full within two years from the date of the Term Loan closing, subject to a one-year extension at our option. We anticipate that we will need to refinance the Term Loan debt in order to repay the Term Loan funds when they mature, which may include entering into a new credit facility or the issuance of debt or equity capital. If we are unable to repay the Term Loan debt at maturity, and we are otherwise unable to extend the maturity date or refinance this obligation, we would be in default. We cannot provide any assurances that we will be able to raise the necessary amount of capital to repay the Term Loan debt, or that we will be able to extend the maturity date or otherwise refinance this obligation. A default on the Term Loan would result in a default under existing credit agreements, and our lenders would have the right to exercise their rights and remedies to collect, which would include foreclosing on our assets and may require us to seek bankruptcy protection.

Receipt of the Term Loan funds and issuance of additional Series A Preferred Stock will significantly increase our leverage and further reduce the cash available and our flexibility to operate our business. 

Issuance of the Term Loan will significantly increase our already substantial debt and we will become more significantly leveraged, resulting in increased risk of default on our obligations and an increase in debt service requirements which will adversely affect our financial condition. We may also incur additional indebtedness in the future.

The amount of debt we incur and our increased Series A Preferred Stock dividend obligations may have significant, and potentially adverse, consequences to us and our stockholders, including:

·

impairing our ability to meet one or more of the financial covenants contained in our existing debt agreements or to generate cash sufficient to pay interest or principal due under those agreements, which could result in an acceleration of some or all of our outstanding debt;

·

limiting our ability to borrow money, dispose of assets, or fund our working capital, capital expenditures, dividend payments, debt service, strategic initiatives or other obligations;

·

limiting our flexibility in planning for, or reacting to, changes in the economy, the markets, regulatory requirements, our operations or our business;

·

making us more highly leveraged than some of our competitors, which may place us at a competitive disadvantage;

·

making us more vulnerable to downturns in the economy or our business;

·

requiring a substantial portion of our cash flow from operations to make debt service payments;

·

increasing the risk of a future credit ratings downgrade of us, which could increase future debt costs and limit the future availability of financing;

·

preventing us from borrowing additional funds as needed or taking advantage of business opportunities, including other resort acquisitions, as they arise; and

·

inhibiting our ability to pay cash dividends on our Common Stock, repurchase Common Stock or redeem Series A Preferred Stock.

To the extent that we incur additional indebtedness, the risks described above could increase.  In addition, our actual cash requirements in the future may be greater than expected.  Our cash flow from operations may not be sufficient to service our outstanding debt or to repay the outstanding debt as it becomes due, and we may not be able to borrow money, sell assets, or otherwise raise funds on acceptable terms, or at all, to service or refinance our debt.

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Risks Relating to our Common Stock and Control

The issuance of shares of our Series A Preferred Stock to Cap 1 as a condition to the Term Loan funding reduces the relative voting power of holders of our Common Stock, may dilute the ownership of such holders and may adversely affect the market price of our Common Stock.  

As holders of our Series A Preferred Stock are entitled to vote on an as-converted basis together with holders of our Common Stock on all matters submitted to a vote of the holders of our Common Stock, the issuance of 20,000 additional Series A Preferred Stock to Cap 1 further reduces the relative voting power of the holders of our Common Stock.  Holders of our Common Stock have no preemptive rights to purchase any securities in order to maintain their proportionate interest in the Company.  Immediately following the closing of the Acquisition, and assuming consummation of the transactions contemplated by the Term Loan, Cap 1 and its affiliates will hold approximately 38.9% of the voting power of the Company, the final percentage being subject to the number of shares issued to the Snow Time Sellers as consideration for the Acquisition.  This significant voting power and ownership interest could adversely affect prevailing market prices of our Common Stock.  Furthermore, sales by holders of a substantial number of shares of our Common Stock in the public market, or the perception that such sales might occur, could have a material adverse effect on the price of our Common Stock.  

Cap 1 may exercise significant influence over us and may be able to control us in the future.

Under the terms of the Series A Preferred Stock, the Series A Preferred Stock generally ranks, with respect to the liquidation, dividends and redemption, senior to other securities.  The Stockholders’ Agreement provides that, so long as the Cap 1 beneficially owns, on an as-converted basis, at least 11.4% of the outstanding equity securities of the Company, Cap 1’s approval is required in order for the Company or any subsidiary to: (a) materially change the nature of its business from owning, operating and managing ski resorts; or (b) acquire or dispose of any resorts, assets, or properties for aggregate consideration equal to or greater than 30% of the enterprise value of the Company and its subsidiaries.

The Stockholders’ Agreement grants to Cap 1 the right to nominate a director so long as it beneficially owns, on an as-converted basis, at least 20% of the outstanding equity securities of the Company, subject to satisfaction of reasonable qualification standards and Nominating and Corporate Governance Committee approval of the nominee.  Notwithstanding the fact that all directors will be subject to fiduciary duties to us and to applicable law, the interests of the directors designated by Cap 1 may differ from the interests of our security holders as a whole or of our other directors.

Assuming the conversion of the Series A Preferred Stock and exercise of all warrants held by Cap 1 (except for the Extension Warrant), Cap 1 would own approximately 54% of the outstanding shares of our Common Stock upon consummation of the transactions contemplated by the Term Loan.  Additional preemptive rights and rights of first offer in the documents governing the Series A Preferred Stock, Option Warrants, Financing Warrant and Extension Warrant may allow Cap 1 to maintain its ownership position upon the issuance of additional equity capital by the Company.  Holders of our Series A Preferred Stock are entitled to vote, on an as-converted basis, together with holders of our Common Stock on all matters submitted to a vote of the holders of our Common Stock.  While obtaining 54% of the Company’s voting power would require Cap 1 to pay approximately $57.5 million in aggregate exercise prices ranging from $6.50 to $10.00 per share, Cap 1 may, in the future, have the ability to control the outcome of any matter submitted for the vote of the holders of our Common Stock. 

Our Series A Preferred Stock has rights and privileges that are not held by, and are preferential to, the rights of holders of our Common Stock, which could adversely affect our liquidity and financial condition, and may result in the interests of the holders of our Series A Preferred Stock differing from those of our Common Stockholders.

The holders of Series A Preferred Stock have the right to receive a liquidation preference entitling them to be paid out of our assets available for distribution to stockholders before any payment may be made to holders of any other class or series of capital stock as well as a preferential right to receive cumulative dividends at the rate of 8% per annum on the liquidation value of $1,000 per share.  The holders of our Series A Preferred Stock also have certain redemption and conversion rights, and there are limitations on the Company’s ability to redeem other securities.  

These dividend obligations could impact our liquidity and reduce the amount of cash flows available for working capital, capital expenditures, growth opportunities, acquisitions, Common Stock dividends and other general corporate purposes.  Our obligations to the holders of our Series A Preferred Stock could limit our ability to obtain additional financing or increase our borrowing costs, which could have a material adverse effect on our business, financial condition, results of operations or cash flows.  The preferential rights could also result in divergent interests between the holders of shares of Series A Preferred Stock and holders of our Common Stock. 

The issuance of the Series A Preferred Stock, Option Warrants, Financing Warrant and Extension Warrant, and the Common Stock issuable upon conversion or exercise thereof, may impact the control of the Company.  The existence of a single stockholder with this level of significant ownership percentage and director nomination rights may discourage or deter third parties from

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attempting to gain control of the Company, which could result in stockholders not being able to participate in any possible premiums which might be obtained in the absence of anti-takeover provisions.  Any transaction which may be so discouraged or avoided could be a transaction that the Company’s Common Stockholders might consider to be in their best interests.  However, the Board of Directors has a fiduciary duty to act in the best interests of the Company’s stockholders at all times. 

Completion of the transactions contemplated by the Term Loan could result in the issuance of a significant amount of additional shares of our Common Stock, which could depress the trading price of the Common Stock.

Conversion of the Series A Preferred Stock and exercise of the Option Warrants, Financing Warrant and Extension Warrant, if granted, issued in connection with the Term Loan will result in the issuance of a significant amount of Peak Resorts Common Stock. The issuance of such a significant amount of our Common Stock could depress the trading price of the Common Stock, and you may lose all or a part of your investment.

The market price of our common stock may decline as a result of the Acquisition or the issuance of additional securities to Cap 1.

We currently anticipate that the Acquisition will be accretive to earnings per share, after factoring in synergies and excluding costs to achieve synergies and other one-time costs related to the Acquisition.  This expectation is based on preliminary estimates that are subject to change and risks and uncertainties, as described in this section and throughout the Proxy Statement.  We could also encounter additional transaction and integration-related costs, may fail to realize all of the benefits anticipated in the Acquisition, or be subject to other factors that affect preliminary estimates.  Any of these factors could cause a decrease in our earnings per share or decrease the expected accretive effect of the Acquisition and contribute to a decrease in the price of our Common Stock. 

In addition, we are unable to predict the potential effects of the issuance of the Series A Preferred Stock, Option Warrants, Financing Warrant and Extension Warrant, and the Common Stock underlying these securities, on the trading activity and market price of our Common Stock.  Sales of a substantial number of shares of our Common Stock in the public market, or the perception that such sales might occur, could have a material adverse effect on the price of our Common Stock. 

The risks and uncertainties described in this Proxy Statement are not the only ones we face.  We face a number of additional risks related to the operations of our business.  You should carefully consider each of the risk factors set forth in our filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended April 30, 2018, in evaluating our business and prospects.  Additional risks and uncertainties not presently known to us or that we currently consider immaterial may also impair our business operations.  If any of the risks actually occur, our business and financial results could be harmed.  In that case the trading price of our Common Stock could decline. 

15


 

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

Certain information contained herein are not statements of historical or current fact constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended.  These statements may be identified by the use of words such as “may,” “will,” “expect,” “should,” “anticipate,” “intend,” “believe” and “plan.”  The forward-looking statements contained in this Proxy Statement include, without limitation, statements related to: the planned Acquisition of Snow Time and the timing and financing thereof; the ability to meet closing conditions for the Acquisition and related financing; and the effect of the Acquisition on the business, operations, financial condition and results of operations of the Company.  These and other forward-looking statements are based on management’s current views and assumptions and involve risks and uncertainties that could significantly affect expected results.  Results may be materially affected by factors such as: risks associated with acquisitions generally; risks relating to the Term Loan financing, including the consent rights of lenders under the Company’s existing debt agreements and the need to obtain stockholder approval in order to issue Cap 1 the Series A Preferred Stock and various warrants in satisfaction of the terms of the Commitment Letter; terms and suitability of alternative financing sources, if needed; failure to retain key management and employees; issues or delays in the successful integration of the Snow Time operations with those of the Company, including incurring or experiencing unanticipated costs and/or delays or difficulties; difficulties or delays in the successful transition of the operations, systems and personnel of Snow Time; future levels of revenues being lower than expected and costs being higher than expected; failure or inability to implement growth strategies in a timely manner; unfavorable reaction to the acquisition by resort visitors, competitors, vendors and employees; conditions affecting the industry generally; local and global political and economic conditions; conditions in the securities market that are less favorable than expected; and other risks described in the Company’s filings with the SEC, including the Company’s Annual Report on Form 10-K for the year ended April 30, 2018, as may be updated from time to time in the Company’s subsequent SEC filings.

Actual results could differ materially from those projected in the forward-looking statements.  The Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

16


 

THE PROPOSED ACQUISITION OF SNOW TIME AND RELATED FINANCING

The following section and the section entitled “The Acquisition Agreement” in this Proxy Statement describe the material aspects of the Acquisition, the Term Loan financing and the material terms of the Acquisition agreement. This discussion may not contain all of the information that is important to you; accordingly, we encourage you to read carefully this entire Proxy Statement, including the Acquisition Agreement attached as Annex A to this Proxy Statement, and the other documents to which we refer in this Proxy Statement.

General Description

We have called the Special Meeting to solicit proxies from the holders of Peak Resorts Voting Shares to vote on the Nasdaq Proposal and Adjournment Proposal in connection with the Acquisition of Snow Time. The Nasdaq Proposal asks stockholders to approve, in accordance with Nasdaq Rule 5635(a), the issuance of the Series A Preferred Stock, Option Warrants, Financing Warrant, Extension Warrant and Common Stock upon conversion of the Series A Preferred Stock and exercise of the Option Warrants, Financing Warrant and Extension Warrant pursuant to the terms of the Commitment Letter with Cap 1 which sets forth the terms of the committed financing for the Acquisition. The Adjournment Proposal asks stockholders to approve any motion properly brought before the Special Meeting to adjourn the Special Meeting, if necessary, to solicit additional votes in favor of the Nasdaq Proposal.

The Acquisition

On September 24, 2018, Peak Resorts entered into the Acquisition Agreement with the stockholders of Snow Time (referred to herein as the Sellers), pursuant to which, at the closing, the Company will own 100% of the outstanding capital stock of Snow Time held by the Sellers. Upon consummation of the Acquisition, the Company will acquire the assets and businesses of Snow Time, including Liberty Mountain Resort, Roundtop Mountain Resort and Whitetail Resort, which are day and overnight drive ski resorts located in southern Pennsylvania serving the Baltimore and Washington, D.C. metropolitan areas. Such resorts include two 18-hole golf courses, a 115-room hotel and conference center and more than 20 food and beverage locations across the three resorts, among other amenities.

The aggregate purchase price payable by the Company is $76.0 million, comprised of $70.0 million payable in cash and the remainder payable in shares of the Company’s Common Stock with a value equal to $6.0 million, determined based on the average closing price of the Common Stock for the 20 trading days immediately preceding the closing of the Acquisition. The purchase price is subject to customary purchase price adjustments related to prepaid services, working capital and transaction expenses, as described in the Acquisition Agreement. 

The Term Loan Financing

As previously disclosed by the Company, on August 22, 2016, the Company entered into the Securities Purchase Agreement with Cap 1, referred to herein as the Cap 1 Agreement, in connection with the sale and issuance (the “2016 Private Placement”) of $20 million in Series A Preferred Stock and three warrants (the “2016 Warrants”) to purchase shares of the Company’s Common Stock that expire 12 years from the date of issuance, as follows: (i) 1,538,462 shares of Common Stock at $6.50 per share; (ii) 625,000 shares of Common Stock at $8.00 per share; and (iii) 555,556 shares of Common Stock at $9.00 per share. On November 2, 2016, the Company completed the sale and issuance of the 20,000 shares of Series A Preferred Stock and the 2016 Warrants to Cap 1 in the 2016 Private Placement.  The Cap 1 Agreement grants to the Company the right to require Cap 1 to purchase an additional 20,000 shares of Series A Preferred Stock for $1,000 per share, along with additional warrants (referred to herein as the Option Warrants), all on the same terms as the 2016 Private Placement, subject to certain conditions (referred to herein as the Cap 1 Option).

In connection with the Company’s entry into the Acquisition Agreement, the Company has entered into the Commitment Letter with Cap 1, pursuant to which and subject to the terms and conditions set forth therein, Cap 1 has committed to provide a two-year senior secured term loan facility in the amount of $50.0 million (referred to herein as the Term Loan) to fund a portion of the cash consideration to be paid to the Sellers pursuant to the terms of the Acquisition Agreement. The Term Loan will be secured by all real property on which the resorts acquired pursuant to the Acquisition Agreement are located and improvements thereon, together with related rights. Interest on the Term Loan will be charged at a rate of 6.95% and be payable on a quarterly basis, subject to a 2.0% increase upon an event of default. Amounts due under the Term Loan may be prepaid without penalty. The Term Loan may be extended for an additional one-year period at the Company’s option. If extended, the Company has agreed to issue Cap 1 the Extension Warrant, which represents a right to purchase 666,667 shares of Common Stock, exercisable immediately at $7.50 per share and expiring ten years from the date of issuance.

Pursuant to the terms of the Commitment Letter, the Company has agreed that as a condition to the funding of the Term Loan, it will exercise the existing Cap 1 Option as provided by the terms of the Cap 1 Agreement. The Company intends to use the $20.0 million in proceeds from the sale of the Series A Preferred Stock to Cap 1 upon exercise of the Cap 1 Option to fund the remainder of the cash portion of the Acquisition purchase price. The terms of the Option Warrants to be issued to Cap 1 upon exercise of the Cap 1 Option will be identical to those issued to Cap 1 in the 2016 Private Placement and will be exercisable for 12 years to

17


 

purchase (i) 1,538,462 shares of Common Stock at $6.50 per share; (ii) 625,000 shares of Common Stock at $8.00 per share; and (iii) 555,556 shares of Common Stock at $9.00 per share, in each case, subject to adjustments.

As consideration for the Term Loan and in lieu of fees, upon funding, the Company has also agreed to issue Cap 1 the Financing Warrant to purchase 1,750,000 shares of Common Stock at $10.00 per share, which shall be immediately exercisable and expire ten years from the date of issuance.

The funding of the Term Loan is contingent on the satisfaction of certain conditions, including (i) the execution and delivery of mutually acceptable loan documentation and satisfaction of other customary conditions for debt facilities of this type; (ii) the absence of any circumstance that could reasonably be expected to have a material adverse effect on Snow Time; (iii) satisfaction of the terms and covenants, including consent rights of the Company’s current lenders, under the Company’s existing debt agreements; (iv) consummation of the Acquisition in accordance with the Acquisition Agreement; and (v) exercise of the Cap 1 Option by the Company. The issuance of the Series A Preferred Stock, Option Warrants, Financing Warrant and Exercise Warrant, and Common Stock issuable thereunder, to Cap 1 pursuant to the terms of the Commitment Letter requires stockholder approval under Nasdaq Listing Rule 5635(a), as described in this Proxy Statement.

Background of the Acquisition

We were contacted on or about March 15, 2018 by Mirus Resort Advisors (“Mirus”), Snow Time’s investment banker, indicating that its client, Snow Time, was exploring the possibility of a sale and would be seeking bids by potential purchasers.  For reasons set forth below under “Our Reasons for the Acquisition,” it was decided on April 27, 2018 to enter into a Confidential Mutual Non-Disclosure/Confidentiality Agreement with Snow Time to permit the commencement of initial due diligence. After reviewing the information and discussions among management and the board of directors, we prepared a bid and submitted the bid to Mirus.

We were subsequently notified by Mirus that we were one of two companies that Snow Time desired to speak with further. Company management met on May 8, 2018 with Snow Time’s senior management personnel and visited Snow Time’s three resorts.  On June 19, 2018, in response to Mirus’ inquiry memo dated June 11, 2018, we submitted a term sheet to Mirus responding to several questions asked by Snow Time.  We then reviewed a response from Mirus which stated Snow Time’s asking price for its acquisition. 

On July 9, 2018, Company management met with the board of directors and after deliberation and board approval, we submitted an initial letter of intent for the acquisition of Snow Time.  Following additional discussions and negotiations with Snow Time, and additional meetings among Company management and the board of directors, on July 24, 2018, we submitted an executed non-binding letter of intent.

Snow Time accepted the letter of intent on July 25, 2018.  Shortly thereafter, we and our advisors were provided access to additional due diligence materials through an online data room established by Mirus.  Our senior management, legal, accounting and other advisors then conducted detailed financial, legal, operational and technical due diligence.

While we conducted the due diligence of Snow Time from July 2018 through September 2018, and Snow Time and its advisors conducted the due diligence of Peak Resorts, the parties also negotiated the terms of the Acquisition Agreement. On August 27, 2018, Peak Resorts management and counsel met with Snow Time management and its counsel to further discuss the terms of the Acquisition Agreement and the business and operations of Snow Time.

On September 18, 2018, the board of directors received final information and presentations on the Snow Time Acquisition and approved the terms of the Acquisition Agreement. At that time, the board authorized entry into the Acquisition Agreement, subject to the approval of the committed financings. 

On September 24, 2018, after finalizing the terms of the Commitment Letter, we entered into the Acquisition Agreement with Snow Time and publicly announced the Acquisition.

Our Reasons for the Acquisition

In the ordinary course of business, our board of directors and senior management regularly review and assess various strategic alternatives available to us that may enhance stockholder value. A part of our growth strategy is to identify appropriate opportunities that would enhance our profitable growth through acquisition.

When evaluating the Snow Time Acquisition, our board of directors, with the advice of the senior management team and our financial and legal advisors, considered the following factors:

·

The board expects the Acquisition to allow us an opportunity to grow our market share by expanding the number of destinations for our Peak Pass holders in the Northeast while growing our presence in the very attractive and densely

18


 

populated markets of Baltimore and Washington, D.C. These additional markets give the Company a wider marketing network and customer base.

·

The board determined that the broad array of summer amenities offered by the Snow Time resorts will be additive to our existing summer business in the Northeast.  These summer amenities are expected to further mitigate the risk of the seasonality of our business.

·

The board determined the full array of winter activities available to visitors at the Snow Time resorts will help to enhance the value of the Peak Pass. The Peak Pass features a total of six pass options valid at seven of Peak Resorts’ different mountain locations across four states in the Northeast.  Peak Resorts intends to add the Snow Time resorts to the Peak Pass portfolio. Since introducing the Peak Pass in 2015, Peak Resorts has consistently sought to ensure that our unlimited pass offerings for all ages provide unmatched value, particularly as many of our customers live within driving distance of our resorts and visit us frequently throughout the season.

·

The board determined that the presence of night skiing at the Snow time locations further expands this highly sought-after amenity. 

·

The board, along with senior management, reviewed the condition of the Snow Time resorts and determined them to be in turn-key condition, therefore reducing the short-term capital expenditure considerations that can be significant when evaluating the financial potential of proposed targets.

·

The board assessed the opportunity for improved operating results as a consequence of spreading fixed expenses over a larger revenue base.

·

The board determined that the geographic position and similarities of the Snow Time resorts with the current Peak Resorts will allow for combined synergies and a stronger financial position.

·

The board, along with senior management, has determined that the strength of the existing management team of Snow Time resorts will complement the current Peak Resorts management team.

In the course of its deliberations, the board of directors also considered a variety of risks, uncertainties, and other potentially negative factors concerning the Acquisition of Snow Time, including without limitation the risks described under the section entitled “Risk Factors” and the following:

·

The fact that, if the Nasdaq Proposal is approved and the Acquisition is consummated and funded with the Term Loan, Cap 1 and its affiliates would have the right to own, upon full exercise of all warrants held by Cap 1, approximately 54% of our Common Stock assuming full conversion of all shares of Series A Preferred Stock and warrants held by Cap 1 upon consummation of all transactions contemplated by the Commitment Letter (excluding issuance of the Extension Warrant). The board did consider the restrictions on voting proposed by Cap 1 in connection with its acquisition of Common Stock upon exercise of the warrants held by Cap 1, as more fully discussed in “Interests of Our Officers, Directors and Affiliates in the Acquisition” below.

·

The rights of the Company’s existing lenders to consent to the incurrence of additional indebtedness and the Company’s short and long-term debt service commitments.

·

The risks and costs that could be borne by us if the Acquisition is not completed, including the payment of the Termination Fee.

·

That the Acquisition and consummation of the transactions in connection with the Terms Loan will be dilutive to our current stockholders.

The foregoing discussion of the information considered by the board is not intended to be exhaustive, but includes the material factors that the board considered in approving and recommending the Snow Time Acquisition. The board, together with our management and our financial and legal advisors, conducted numerous discussion of the factors described above. In view of the wide variety of factors considered by the board in connection with its evaluation of the Acquisition and the complexity of these factors, the board did not consider it practical to, nor did it attempt to, quantify, rank, or otherwise assign any specific or relative weights to the specific factors that it considered in the course of reaching its decision. In addition, individual directors may have assigned different weights to different factors. The board discussed the factors described above, including asking questions of our management and legal and financial advisors, and, by the unanimous vote, determined that the Acquisition was in the best interests of our stockholders and the Company.

19


 

The above explanation of the reasoning of the board and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Statement Concerning Forward-Looking Statements.”

Interests of Our Officers, Directors and Affiliates in the Acquisition

Mr. Rory Held, a member of our board of directors, was nominated to serve on our board of directors by Cap 1 pursuant to the terms of the Stockholders’ Agreement between the Company and Cap 1.  Mr. Held serves as Executive Vice President and Portfolio Manager of Summer Road LLC, which serves as a family office and provides investment management services to Cap 1.  Mr. Held has no equity interest in, or other relationship with, Cap 1 or Summer Road LLC and is not compensated by Cap 1 or Summer Road LLC for his services as a director of the Company.  Mr. Held has no direct or indirect interest in the Acquisition or the securities issuable to Cap 1 pursuant to the terms of the Commitment Letter. 

Cap 1 has interests in the Acquisition that are different from, or in addition to, those of Peak Resorts stockholders generally as a participant in the Acquisition financing.   Cap 1 and its affiliates are currently the beneficial owners of approximately 40% of the Company’s common stock, which includes 5,898,668 shares issuable upon conversion of the Series A Preferred Stock acquired in the 2016 Private Placement and full exercise of the 2016 Warrants currently held by Cap 1. Following the closing of the Acquisition, and assuming consummation of the transactions contemplated by the Term Loan, Cap 1 and its affiliates will be the beneficial owners of approximately 54% of the Company’s common stock, assuming full conversion of all Series A Preferred Stock held by Cap 1 and full exercise of the 2016 Warrants, Option Warrants and Financing Warrant (excluding the Extension Warrant).  Full exercise of these warrants would require Cap 1 to pay approximately $57.5 million in aggregate exercise prices, ranging from $6.50 per share to $10.00 per share. The closing price of the Company’s Common Stock on October 1, 2018 was $4.96. Cap 1 has agreed that for up to three years following closing of the Acquisition, Cap 1would be required to vote any shares of Common Stock acquired upon exercise of any warrant held by Cap 1 in accordance with the recommendations of the board of directors on matters submitted to a vote of the stockholders, subject to certain exceptions with respect to non-routine matters such as tender offers, mergers, acquisitions and similar transactions.

These interests and arrangements may create potential conflicts of interest. The board was aware of these potential conflicts of interest and considered them, among other matters, in reaching their respective decisions to approve the Acquisition Agreement and Term Loan provisions as set forth in the Commitment Letter.

As of the Record Date, Cap 1 has the right to vote 5,206,150 Voting Shares, or approximately 30.3% of the voting power of the Company. Messrs. Boyd, Mueller and Deutsch, in their capacities as stockholders, and Cap 1, who together hold approximately 43.4% of the voting power of the Company, have entered into the Voting Agreement and have agreed to vote for the Nasdaq Proposal and Adjournment Proposal.

Pursuant to the terms of the Stockholders’ Agreement, for so long as at least 50% of the Series A Preferred Stock issued in the 2016 Private Placement is outstanding and Cap 1 beneficially owns, on a fully diluted, as-converted basis, at least 11.4% of the outstanding equity securities of the Company (the “11.4% Ownership Requirement”), Cap 1 has pre-emptive rights with respect to future issuances of securities, subject to standard exceptions. Furthermore, for so long as Cap 1 meets the 11.4% Ownership Requirement, Cap 1’s approval is required in order for the Company or any subsidiary to (i) materially change the nature of its business from owning, operating and managing ski resorts; (ii) acquire or dispose of any resorts, assets or properties for aggregate consideration equal to or greater than 30% of the enterprise value of the Company and its subsidiaries; or (iii) agree to do any of the foregoing.

Effect of the Transactions on Peak Resorts Stockholders

The Company’s stockholders will continue to hold their existing shares of Peak Resorts Common Stock following the Acquisition and transactions contemplated pursuant to the terms of the Commitment Letter.  However, the issuance of the Common Stock to the Sellers in connection with the Acquisition and the issuance of the Common Stock underlying the Series A Preferred Stock and various warrants to Cap 1 in connection with the Commitment Letter will dilute the ownership and voting interests of Peak Resorts’ current stockholders. At the initial Conversion Price of $6.29 per share, which is subject to adjustment, Cap 1 would receive 3,179,650 shares of Common Stock upon conversion of the Series A Preferred Stock issuable pursuant to the terms of the Commitment Letter. Cap 1 would also receive an additional 5,135,685 shares of Common Stock upon full issuance of the Option Warrants, Financing Warrant and Extension Warrant.  Cap 1 will pay $20.0 million to the Company as consideration for the 20,000 shares of Series A Preferred Stock to be issued pursuant to the Commitment Letter. Full exercise of the Option Warrants, Financing Warrant and Extension Warrant would require Cap 1 to pay approximately $42.5 million in aggregate exercise prices, ranging from $6.50 per share to $10.00 per share. The closing price of the Company’s Common Stock on October 1, 2018 was $4.96.

20


 

Anticipated Accounting Treatment of the Acquisition

Peak Resorts prepares its financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”).  The Acquisition will be accounted for by Peak Resorts using GAAP.  The Company will allocate the purchase price of the Snow Time capital stock to the fair value of Snow Time’s tangible and identifiable intangible assets acquired and liabilities assumed at the Acquisition closing date, with the excess purchase price, if any, being recorded as goodwill.

Material U.S. Federal Income Tax Consequences of the Transactions

The transactions will not result in any taxable gain or loss for U.S. federal income tax purposes to Peak Resorts or to any of its stockholders in his, her or its capacity as a Peak Resorts stockholder.

Regulatory or Other Approvals

Except with respect to obtaining our stockholder’s approval of the Nasdaq Proposal, there are no other regulatory or governmental approvals that must be obtained by any party prior to the closing of the Acquisition.



21


 

THE ACQUISITION AGREEMENT

The following discussion of the terms and conditions of the Acquisition Agreement is subject to and is qualified in its entirety by reference to the Acquisition Agreement, which is attached to this Proxy Statement as Annex A and is incorporated herein by reference. This summary may not contain all of the information about the Acquisition Agreement that is important to you. You should refer to the full text of the Acquisition Agreement for details of the transaction and the terms and conditions of the Acquisition Agreement.

The Acquisition Agreement has been filed with this Proxy Statement to provide you with information regarding its terms. It is not intended to provide any other factual information about the Company, the Sellers or their respective businesses, or the actual conduct of their respective businesses during the period prior to the consummation of the Acquisition. The Acquisition Agreement contains representations and warranties that are the product of negotiations among the parties thereto and made to, and solely for the benefit of, each other as of specified dates. The assertions embodied in those representations and warranties are subject to qualifications and limitations agreed to by the respective parties and are also qualified in important part by confidential disclosure schedules delivered by the parties in connection with the Acquisition Agreement. The representations and warranties may have been made for the purpose of allocating contractual risk between the parties to the agreements instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Acquisition Agreement, which information may or may not be fully reflected in the Company’s public disclosures.

The Proposed Acquisition of Snow Time

Pursuant to the terms of the Acquisition Agreement, we will acquire 100% of the outstanding capital stock of Snow Time from the Sellers. Upon consummation of the Acquisition, Snow Time will become our wholly-owned subsidiary.

Consideration

The aggregate purchase price payable by the Company is $76.0 million, comprised of $70.0 million payable in cash and the remainder payable in shares of the Company’s Common Stock with a value equal to $6.0 million, determined based on the average closing price of the common stock for the 20 trading days immediately preceding the closing of the Acquisition. The purchase price is subject to customary purchase price adjustments related to prepaid services, working capital and transaction expenses, as described in the Acquisition Agreement. The purchase price will be increased in an amount equal to the dividends payable on the shares of Common Stock payable to the Sellers under the Agreement if the Acquisition closing occurs after the record date set in connection with the Company’s next Common Stock dividend, if any.

Representations, Warranties and Covenants

The Acquisition Agreement contains customary representations, warranties and covenants of the Sellers and the Company. Until closing of the Acquisition, the Sellers are required to operate the business of Snow Time in the ordinary course and comply with certain other covenants regarding the business operations.

Indemnification

The Acquisition Agreement contains mutual indemnification provisions pursuant to which the parties have agreed to indemnify the other from and against losses resulting from certain breaches of the Acquisition Agreement, provided that the aggregate liability provided by the Sellers shall not exceed $7.6 million.

Closing and Conditions to Close

The parties intend to close the Acquisition on or about November 8, 2018, subject to extension upon mutual consent.  Closing of the Acquisition is subject to customary closing conditions, including completion of satisfactory due relating to title and environmental matters. Our obligation to consummate the Acquisition is not subject to any condition related to the availability of financing.

Termination

The Acquisition may be terminated any time before closing (i) by the written mutual consent of the parties; (ii) upon notice by any party that the transactions contemplated by the Acquisition Agreement have been enjoined or otherwise prohibited by a court of competent jurisdiction or any other governmental agency; (iii) upon written notice at any time on or after November 30, 2018 (the “Termination Date”) by any party if the closing has not occurred by the Termination Date, provided that the terminating party shall not be in breach of the Acquisition Agreement; (iv) upon written notice by one party that the other has breached the Acquisition

22


 

Agreement. If the Acquisition Agreement is terminated, other than as a result of a breach by Sellers of their representations, warranties, covenants or agreements, the Company has agreed to pay the Sellers a termination fee of $650,000. 

23


 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined balance sheet as of July 31, 2018, and the unaudited pro forma condensed combined statements of operations for the year ended April 30, 2018 and the three months ended July 31, 2018 (together, the “Pro Forma Financial Data”), are based upon the historical consolidated financial statements of Peak Resorts, Inc. (“Peak”) and Snow Time, Inc. (“Snow Time”) after giving effect to the acquisition of Snow Time by Peak and related financing transactions (the “Snow Time Acquisition”), and after applying the assumptions, reclassifications and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial data.

Peak and Snow Time have different fiscal year ends.  For ease of reference, all pro forma statements use Peak’s year end and no adjustments were made to Snow Time’s reported information for its different period end dates.  Accordingly, the unaudited pro forma condensed combined balance sheet as of July 31, 2018, combines Peak’s historical unaudited condensed consolidated balance sheet as of July 31, 2018, and Snow Time’s historical unaudited consolidated balance sheet as of June 30, 2018, and is presented as if the Snow Time Acquisition had occurred on July 31, 2018.  The unaudited pro forma condensed combined statements of operations for the year ended April 30, 2018, combines the historical audited results of Peak for the year ended April 30, 2018, and the historical audited results of Snow Time for the twelve months ended March 31, 2018.  The unaudited pro forma condensed combined statements of operations for the three months ended July 31, 2018, combines the historical unaudited results of Peak for the three months ended July 31, 2018, and the historical unaudited results of Snow Time for the three months ended June 30, 2018.  The unaudited pro forma condensed combined statements of operations are presented as if the Snow Time Acquisition occurred on May 1, 2017.

The Pro Forma Financial Data is presented for informational purposes only, and does not purport to represent what Peak and Snow Time’s actual consolidated results of operations or consolidated financial condition would have been had the Snow Time Acquisition actually occurred on the date indicated, nor are they necessarily indicative of future consolidated results of operations or consolidated financial condition.  The Pro Forma Financial Data should be reviewed in conjunction with Peaks’ historical consolidated financial statements and accompanying notes included in this Proxy Statement, and Snow Time’s historical consolidated financial statements and accompanying notes included in this Proxy Statement.

The historical consolidated financial information has been adjusted in the Pro Forma Financial Data to give effect to pro forma events that are, based upon available information and certain assumptions, (i) directly attributable to the Snow Time Acquisition, (ii) factually supportable and reasonable under the circumstances, and (iii) with respect to the unaudited pro forma condensed combined statements of operations, expected to have a continuing impact on the combined results.

The Snow Time Acquisition will be accounted for using the acquisition method of accounting.  Peak is the acquirer for accounting purposes, and thus Peak will, with the exception of certain excluded items (see Note 6, Item G), acquire all the assets, including identifiable intangible assets, and assume all of the liabilities of Snow Time (the “Net Assets”).  For purposes of the Pro Forma Financial Data, the Net Assets have been valued based on preliminary estimates of their fair values, which will be revised as additional information becomes available.  The actual adjustments to Peak’s consolidated financial statements as of the closing of the Snow Time Acquisition will depend on a number of factors, including additional information available and the actual balance of the Net Assets.  Therefore, the actual adjustments will differ from the pro forma adjustments, and the differences may be material.

The Pro Forma Financial Data does not reflect costs to integrate the operations of Peak and Snow Time or any cost savings, operating synergies or revenue enhancements that the combined companies may achieve as a result of the Snow Time Acquisition.

24


 

Unaudited Pro Forma Condensed Combined Balance Sheet

as of July 31, 2018



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pro Forma for



 

 

 

 

 

 

 

 

(See Note 1)

 

(See Notes 5 and 6)

 

 

the Snow Time



Historical

 

Reclassifications

 

Adjustments for the

 

 

Acquisition



July 31, 2018

 

June 30, 2018

 

for the Snow Time

 

the Snow Time

 

 

July 31, 2018



Peak Resorts

 

Snow Time

 

Acquisition

 

Acquisition

 

 

Combined



(In thousands)

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

10,085 

 

 

$

14,377 

 

 

$

 -

 

 

$

(11,657)

 

A,B,F,G

 

$

12,805 

 

Restricted cash

 

1,440 

 

 

 

 -

 

 

 

 -

 

 

 

 -

 

 

 

 

1,440 

 

Income tax receivable

 

4,587 

 

 

 

 -

 

 

 

 -

 

 

 

 -

 

 

 

 

4,587 

 

Accounts receivable

 

2,872 

 

 

 

124 

 

 

 

 -

 

 

 

 -

 

 

 

 

2,996 

 

Inventory

 

2,097 

 

 

 

517 

 

 

 

 -

 

 

 

 -

 

 

 

 

2,614 

 

Prepaid expenses and deposits

 

10,034 

 

 

 

1,006 

 

 

 

 -

 

 

 

 -

 

 

 

 

11,040 

 

Total current assets

 

31,115 

 

 

 

16,024 

 

 

 

 -

 

 

 

(11,657)

 

 

 

 

35,482 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments

 

 -

 

 

 

39 

 

 

 

 -

 

 

 

 -

 

 

 

 

39 

 

Property and equipment, net

 

209,102 

 

 

 

66,504 

 

 

 

 -

 

 

 

(202)

 

G,H

 

 

275,404 

 

Land held for development

 

37,640 

 

 

 

2,827 

 

 

 

 -

 

 

 

 -

 

 

 

 

40,467 

 

Restricted cash, construction

 

8,589 

 

 

 

 -

 

 

 

 -

 

 

 

 -

 

 

 

 

8,589 

 

Goodwill and other intangible

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

assets, net

 

 -

 

 

 

1,892 

 

 

 

(1,892)

 

 

 

 -

 

 

 

 

 -

 

Goodwill

 

4,382 

 

 

 

 -

 

 

 

1,500 

 

 

 

9,112 

 

I

 

 

14,994 

 

Intangible assets, net

 

721 

 

 

 

 -

 

 

 

392 

 

 

 

2,208 

 

J

 

 

3,321 

 

Other assets

 

2,513 

 

 

 

 -

 

 

 

 -

 

 

 

 -

 

 

 

 

2,513 

 

Total assets

$

294,062 

 

 

$

87,286 

 

 

$

 -

 

 

 

(539)

 

 

 

$

380,809 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revolving lines of credit

$

12,415 

 

 

$

 -

 

 

$

 -

 

 

 

 -

 

 

 

$

12,415 

 

Current maturities of long-term debt

 

2,421 

 

 

 

 -

 

 

 

 -

 

 

 

 -

 

 

 

 

2,421 

 

Accounts payable

 

 -

 

 

 

1,604 

 

 

 

(1,604)

 

 

 

 -

 

 

 

 

 -

 

Accrued liabilities

 

 -

 

 

 

746 

 

 

 

(746)

 

 

 

 -

 

 

 

 

 -

 

Sales and amusement tax collected

 

 -

 

 

 

24 

 

 

 

(24)

 

 

 

 -

 

 

 

 

 -

 

Accounts payable and accrued expenses

 

10,507 

 

 

 

 -

 

 

 

2,374 

 

 

 

 -

 

 

 

 

12,881 

 

Accrued salaries, wages and related

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

taxes and benefits

 

1,036 

 

 

 

 -

 

 

 

 -

 

 

 

 -

 

 

 

 

1,036 

 

Unearned revenue

 

16,756 

 

 

 

3,330 

 

 

 

 -

 

 

 

 -

 

K

 

 

20,086 

 

Current portion of deferred gain on

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

sale/leaseback

 

333 

 

 

 

 -

 

 

 

 -

 

 

 

 -

 

 

 

 

333 

 

Total current liabilities

 

43,468 

 

 

 

5,704 

 

 

 

 -

 

 

 

 -

 

 

 

 

49,172 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt, less

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

current maturities

 

165,768 

 

 

 

 -

 

 

 

 -

 

 

 

49,885 

 

A

 

 

215,653 

 

Deferred gain on sale/leaseback

 

2,429 

 

 

 

 -

 

 

 

 -

 

 

 

 -

 

 

 

 

2,429 

 

Deferred income taxes

 

7,809 

 

 

 

 -

 

 

 

 -

 

 

 

5,758 

 

L

 

 

13,567 

 

Other liabilities

 

495 

 

 

 

1,871 

 

 

 

 -

 

 

 

(1,621)

 

G

 

 

745 

 

Total liabilities

 

219,969 

 

 

 

7,575 

 

 

 

 -

 

 

 

54,022 

 

 

 

 

281,566 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Series A Preferred Stock

 

17,401 

 

 

 

 -

 

 

 

 -

 

 

 

16,500 

 

B

 

 

33,901 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

140 

 

 

 

274 

 

 

 

 -

 

 

 

(262)

 

M,N

 

 

152 

 

Additional paid-in capital

 

86,687 

 

 

 

 

 

 

 -

 

 

 

9,487 

 

B,M,N

 

 

96,175 

 

Accumulated deficit

 

(30,135)

 

 

 

79,436 

 

 

 

 -

 

 

 

(80,286)

 

F,M

 

 

(30,985)

 

Total stockholders' equity

 

56,692 

 

 

 

79,711 

 

 

 

 -

 

 

 

(71,061)

 

 

 

 

65,342 

 

Total liabilities and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

stockholders' equity

$

294,062 

 

 

$

87,286 

 

 

$

 -

 

 

 

(539)

 

 

 

$

380,809 

 



See accompanying notes to unaudited pro forma condensed combined financial data



25


 

Unaudited Pro Forma Combined Statements of Operations

for the Year Ended April 30, 2018



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pro Forma for the



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Snow Time



Historical

 

(See Note 1)

 

(See Notes 5 and 6)

 

Acquisition



Twelve months

 

Twelve months

 

Reclassifications

 

Adjustments for the

 

Twelve months



April 30, 2018

 

March 31, 2018

 

for the Snow Time

 

Snow Time

 

April 30, 2018



Peak Resorts

 

Snow Time

 

Acquisition

 

Acquisition

 

Combined



(dollars in thousands, except per share amounts)



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenue

$

131,662 

 

 

$

48,499 

 

 

$

897 

 

 

$

 -

 

 

 

$

181,058 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Resort operating expenses

 

96,593 

 

 

 

 

 

 

 

36,601 

 

 

 

 -

 

 

 

 

133,194 

 

Depreciation and amortization

 

13,231 

 

 

 

 -

 

 

 

6,621 

 

 

 

147 

 

H,J

 

 

19,999 

 

General and administrative expenses

 

5,797 

 

 

 

11,135 

 

 

 

(7,835)

 

 

 

(4)

 

O

 

 

9,093 

 

Land and building rent

 

1,401 

 

 

 

 -

 

 

 

 -

 

 

 

 -

 

 

 

 

1,401 

 

Real estate and other taxes

 

2,286 

 

 

 

 -

 

 

 

929 

 

 

 

 -

 

 

 

 

3,215 

 

Restructuring and impairment charges

 

2,135 

 

 

 

 -

 

 

 

 -

 

 

 

 -

 

 

 

 

2,135 

 

Cost of operations

 

 -

 

 

 

16,520 

 

 

 

(16,520)

 

 

 

 -

 

 

 

 

 -

 

Direct operating expenses

 

 -

 

 

 

13,491 

 

 

 

(13,491)

 

 

 

 -

 

 

 

 

 -

 

Other operating expenses

 

 -

 

 

 

4,680 

 

 

 

(4,680)

 

 

 

 -

 

 

 

 

 -

 



 

121,443 

 

 

 

45,826 

 

 

 

1,625 

 

 

 

143 

 

 

 

 

169,037 

 

Income from operations

 

10,219 

 

 

 

2,673 

 

 

 

(728)

 

 

 

(143)

 

 

 

 

12,021 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other (expense) income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

(13,322)

 

 

 

 -

 

 

 

46 

 

 

 

(3,579)

 

D,E,G E

 

 

(16,855)

 

Gain on sale/leaseback

 

333 

 

 

 

 -

 

 

 

 -

 

 

 

 -

 

 

 

 

333 

 

Other income (expense)

 

160 

 

 

 

(755)

 

 

 

682 

 

 

 

 -

 

 

 

 

87 

 



 

(12,829)

 

 

 

(755)

 

 

 

728 

 

 

 

(3,579)

 

 

 

 

(16,435)

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) income before income taxes

 

(2,610)

 

 

 

1,918 

 

 

 

 -

 

 

 

(3,722)

 

 

 

 

(4,414)

 

Income tax (benefit) expense

 

(3,962)

 

 

 

 -

 

 

 

 -

 

 

 

(454)

 

P

 

 

(4,416)

 

Net income (loss)

$

1,352 

 

 

$

1,918 

 

 

$

 -

 

 

$

(3,268)

 

 

 

$

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less declaration and accretion of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Series A Preferred Stock dividends

 

(1,600)

 

 

 

 -

 

 

 

 -

 

 

 

(1,600)

 

C

 

 

(3,200)

 

Net (loss) income attributable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

to common shareholders

$

(248)

 

 

$

1,918 

 

 

$

 -

 

 

$

(4,868)

 

 

 

$

(3,198)

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted shares outstanding

 

14,060,739 

 

 

 

 

 

 

 

 

 

 

 

1,151,079 

 

N

 

 

15,211,818 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted loss per share earnings per share

$

(0.02)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

(0.21)

 



See accompanying notes to unaudited pro forma condensed combined financial data



26


 

Unaudited Pro Forma Combined Statements of Operations

for the Three Months Ended July 31, 2018



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pro Forma for the



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Snow Time



Historical

 

(See Note 1)

 

(See Notes 5 and 6)