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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents

As filed with the Securities and Exchange Commission on October 20, 2014

Registration No. 333-              


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



Peak Resorts, Inc.
(Exact name of registrant as specified in its charter)

Missouri
(State or other jurisdiction of
incorporation or organization)
  7990
(Primary Standard Industrial
Classification Code Number)
  43-1793922
(IRS Employer
Identification No.)

17409 Hidden Valley Drive
Wildwood, Missouri 63025
(636) 938-7474

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)



Timothy D. Boyd
17409 Hidden Valley Drive
Wildwood, Missouri 63025
(636) 549-0060

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

David W. Braswell
Armstrong Teasdale LLP
7700 Forsyth Boulevard, Suite 1800
St. Louis, Missouri 63105
(314) 552-6631

 

Carmelo M. Gordian
Ted A. Gilman
Michelle D. Kwan
Andrews Kurth LLP
111 Congress Avenue, Suite 1700
Austin, Texas 78701
(512) 320-9290

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement is declared effective.

         If any securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o

         If this Form is filed to register additional securities for an offering pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

         If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

         If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

         Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o   Accelerated filer o   Non-accelerated filer ý
(Do not check if a
smaller reporting company)
  Smaller reporting company o

CALCULATION OF REGISTRATION FEE

               
 
Title of Securities
to be Registered

  Amount to be
Registered(1)

  Proposed Maximum
Offering Price Per
Share

  Proposed Maximum
Aggregate Offering
Price(1)

  Amount of
Registration Fee(2)

 

Common Stock, par value $0.01 per share

                   $                 $100,000,000   $11,620

 

(1)
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(2)
Pursuant to Rule 457(p), the registration fee is offset by an aggregate registration fee of $11,862.00 previously paid in connection with Registration Statement No. 333-173567 initially filed by Peak Resorts, Inc. on April 18, 2011 and subsequently withdrawn prior to being declared effective by the Securities and Exchange Commission.

         The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

   


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The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, Dated October 20, 2014

PRELIMINARY PROSPECTUS

LOGO

                    •    Shares

Peak Resorts, Inc.

Common Stock



        This is the initial public offering of our common stock. We are offering    •    shares of our common stock. No public market currently exists for our common stock. We currently expect the initial public offering price to be between $    •    and $    •    per share. We have applied to list our common stock on the NASDAQ Global Market ("NASDAQ") under the symbol "SKIS". There is no assurance that this application will be approved.



        Investing in our common stock involves risk. See "Risk Factors" beginning on page 18 to read about risks you should consider before buying our common stock.

        Neither the Securities and Exchange Commission (the "SEC"), any state securities commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this registration statement. Any representation to the contrary is a criminal offense.



       
 
 
  Per Share
  Total
 

Initial public offering price

  $               $            
 

Underwriting discount and commissions

  $               $            
 

Proceeds, before expenses, to us

  $               $            

 

        The underwriters have an option exercisable within    •     days from the date of this Prospectus to purchase up to    •    additional shares of common stock from us at the initial public offering price, less the underwriting discount and commissions to cover over-allotments of shares. The shares of common stock issuable upon exercise of the underwriters' over-allotment option have been registered under the registration statement of which this Prospectus forms a part.

        The underwriters expect to deliver the common stock against payment in U.S. dollars in New York, New York on or about    •    , 2014.



FBR   Stifel   Baird



Prospectus dated                        , 2014


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        No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this Prospectus. You must not rely on any unauthorized information or representations. This Prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this Prospectus is current only as of its date.

        For investors outside the U.S.: Neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this Prospectus in any jurisdiction where action for that purpose is required, other than in the U.S. Persons outside the U.S. who come into possession of this Prospectus must inform themselves of, and observe, any restrictions relating to the offering of the shares of our common stock and the distribution of this Prospectus outside the U.S.




Dealer Prospectus Delivery Obligation

        Through and including                        , 2014 (the 25th day after the date of this Prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a Prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.


Trademarks, Trade Names and Service Marks

        Wildcat Mountain Ski AreaSM, Mount Snow®, Boston Mills Ski ResortSM, Hidden ValleySM, Crotched Mountain Ski AreaSM and Alpine Valley are trademarks, service marks and trade names owned by certain

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subsidiaries of Peak Resorts, Inc. All other brand names, trademarks, trade names and service marks referred to in this Prospectus are the property of their respective owners.




Industry and Market Data

        Market data and certain industry forecasts used herein were obtained from internal surveys, market research, publicly available information and industry publications. For purposes of comparing market data with Company performance, the term EBITDA is calculated as net income before interest, depreciation and amortization. While we believe that the market research, publicly available information and industry publications we use are reliable, we have not independently verified market and industry data from third-party sources. Moreover, while we believe our internal surveys are reliable, they have not been verified by any independent source.

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PROSPECTUS SUMMARY

        This summary highlights information contained elsewhere in this Prospectus. Because this is only a summary, it does not contain all of the information that you should consider in making your investment decision. For a more complete understanding of us and this offering, you should read and consider the entire Prospectus, including the information set forth under "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the financial statements and related notes thereto before deciding whether to invest in our common stock.

        Except as otherwise required by the context, references to "Company," "Peak," "we," "us" and "our" are to Peak Resorts, Inc. and its subsidiaries. The historical financial statements and financial data included in this Prospectus are those of Peak Resorts, Inc. and its consolidated subsidiaries. Unless otherwise indicated, we have derived industry data from publicly available sources that we believe are reliable.

Our Company

        We are a leading owner and operator of high-quality, individually branded ski resorts in the U.S. We currently operate 13 ski resorts primarily located in the Northeast and Midwest, 12 of which we own. The majority of our 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. Our resorts are comprised of nearly 1,650 acres of skiable terrain that appeal to a wide range of ages and abilities. We offer a breadth of activities, services and amenities, including skiing, snowboarding, terrain parks tubing, dining, lodging, equipment rentals and sales, ski and snowboard instruction and mountain biking and other summer activities. We believe that both the day and overnight drive segments of the ski industry are appealing given their stable revenue base, high margins and attractive risk-adjusted returns. We have successfully acquired and integrated ten ski resorts since our incorporation in 1997, and we expect to continue executing this strategy.

        We have built an award-winning portfolio of individually branded entertainment properties, most of which are recognized as leading ski resorts in their respective markets. Our devotion to maintaining high quality standards across our portfolio through strategic investments and upgrades has created a loyal customer base that contributes to a significant number of repeat visits at each of our resorts. In particular, our investment over the last decade in the latest high-efficiency snowmaking equipment has earned us the reputation as an industry leader in snowmaking efficiency, capacity and quality, allowing us to consistently increase skier visits and revenue per skier. Since 2008, we have invested $49.8 million in capital expenditures and growth initiatives. Our strong branding reinforces customer loyalty and serves to attract new visitors through focused marketing campaigns and word of mouth.

        Combined, our ski resorts generated approximately 1.8 million visits in the 2013/2014 ski season, an increase of 4% from the prior ski season, which we believe puts us among the top U.S. ski resort operators in terms of number of visits during these seasons. We increased our revenue by 5.5%, from $99.7 million in fiscal 2013 to $105.2 million in fiscal 2014. As the U.S. economy continues to improve, our resorts are well-positioned to benefit from increased consumer spending on leisure activities, and we expect to continue to increase our lift ticket prices and drive more skier visits to our resorts. We believe we are better positioned to handle downturns in the economy than larger, overnight fly ski resorts because of our greater accessibility and lower overall costs to consumers.

        The U.S. ski industry is highly fragmented, with less than 13% of the 470 ski resorts being owned by companies with four or more ski resorts. We believe that our proven ability to efficiently operate multiple resorts and our track record of successful acquisitions have created our reputation in the marketplace as a preferred buyer. We believe that our extensive experience in acquiring ski resorts and investing in snowmaking, lifts and other skier services, as well as the synergies we create by operating multiple resorts, drives increased revenues and profitability. Our capabilities serve as a competitive advantage in sourcing and executing investment opportunities as sellers will often provide us a "first

 

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look" at opportunities outside of a broader marketing process, allowing us to expand both within our existing markets and into new markets.

    Our Resorts

        Our 13 ski resorts are located in geographically diverse areas and appeal to a wide range of visitors. All of our ski resorts employ high-capacity snowmaking capabilities on over 90% of their terrain as well as food and beverage services, equipment rental and retail outlets. All of our properties offer alternative snow activities, such as terrain parks and tubing, in addition to skiing and snowboarding. The diversity of our services and amenities allows us to capture a larger proportion of customer spending as well as ensure product and service quality at our resorts. The following table summarizes key statistics relating to each of our resorts as of September 10, 2014:

 
   
   
   
   
   
   
   
   
   
   
   
   
   
  Lifts  
 
   
   
  Acres    
   
  Trail Type(2)    
  Ancillary Outlets  
 
   
  Developed/ Acquired   Vertical Drop (ft.)    
   
   
   
   
  Surface/ Rope Tow    
   
 
Property
  State   Total   Skiable   Snow Making(1)   Beg   Int   Adv   Terrain Park(s)   Rental/ Retail   Food/ Beverage   Tubing   Double   Triple   Quad   Conveyor Lifts   Total  

Hidden Valley

  MO     1982     250     60     310     100 %   30 %   60 %   10 %   1     2     1   Yes     1     2     2     2     3     10  

Snow Creek

  MO     1985     460     40     300     100 %   30 %   60 %   10 %   1     2     1   Yes     1     2         2     1     6  

Paoli Peaks

  IN     1997     65     65     300     100 %   25 %   55 %   20 %   1     2     1   Yes     1     3     1     1     2     8  

Mad River

  OH     2001     324     60     300     100 %   34 %   36 %   30 %   4     2     1   Yes     3     2     1     3     3     12  

Boston Mills

  OH     2002     100     40     264     100 %   30 %   45 %   25 %   4     2     2   No     2     4         2         8  

Brandywine

  OH     2002     102     48     264     100 %   30 %   45 %   25 %   2     2     1   Yes         3     2     3     2     10  

Crotched Mountain

  NH     2003     251     105     1,000     100 %   26 %   50 %   24 %   2     2     2   No     1     1     2         1     5  

Jack Frost(3)

  PA     2005     201     80     600     100 %   25 %   40 %   35 %   1     2     2   Yes     6     2     1     2     1     12  

Big Boulder(3)

  PA     2005     107     65     475     100 %   30 %   40 %   30 %   5     2     2   Yes     5     2         2     2     11  

Attitash

  NH     2007     1,134     307     1,750     90 %   27 %   46 %   27 %   2     3     5   Yes     3     3     3     1     1     11  

Mount Snow

  VT     2007     588     490     1,700     80 %   15 %   70 %   15 %   10     9     14   Yes     4     6     5 (4)   1     4     20  

Wildcat Mountain

  NH     2010     225     225     2,112     90 %   25 %   45 %   30 %   1     2     2   No         3     1         1     5  

Alpine Valley

  OH     2012     135     54     260     100 %   35 %   50 %   15 %   1     1     1   Yes     1     2     1     2     1     7  
                                                                                 

Total/Weighted Avg

              3,942     1,639     9,635     91 %   24 %   54 %   22 %   35     33     35         28     35     19     21     22     125  
                                                                                 
                                                                                 


(revenues and visits in thousands)

 
  FY 2014  
Property
  Revenues   % Revenues   Visits  

Hidden Valley

  $ 4,072     3.9 %   97.8  

Snow Creek

    3,072     2.9 %   73.7  

Paoli Peaks

    3,661     3.5 %   78.0  

Mad River

    7,831     7.4 %   180.0  

Boston Mills

    4,505     4.3 %   117.5  

Brandywine

    4,808     4.6 %   132.1  

Crotched Mountain

    4,398     4.2 %   94.6  

Jack Frost

    6,570     6.2 %   134.1  

Big Boulder

    5,967     5.7 %   102.2  

Attitash(5)

    14,353     13.6 %   172.3  

Mount Snow(5)

    41,350     39.3 %   468.9  

Wildcat Mountain

    3,322     3.2 %   64.4  

Alpine Valley

    1,297     1.2 %   36.0  
               

Total

  $ 105,205     100.0 %   1,751.5  
               
               

(1)
Represents the approximate percentage of skiable terrain covered by our snowmaking capabilities; total represents average of snowmaking coverage weighted by the respective properties' skiable acres.

(2)
Total figure represents the average weighted by skiable acres.

(3)
We purchased the Jack Frost and Big Boulder ski resorts in December 2011. Prior to that time, we operated these resorts pursuant to leases since 2005.

(4)
Quad count includes one six-pack lift.

(5)
Includes lodging revenue.

 

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GRAPHIC Hidden Valley opened for business in 1982 as the first ski resort operated by our founder. In 2012, we opened West Mountain, which expanded our skiable acreage by approximately 40%. Hidden Valley is located within the St. Louis MSA and is the only ski resort within a 250 mile radius. Hidden Valley attracts skiers from as far away as Memphis, Tennessee and Jackson, Mississippi. The ski resort has 77 snowmaking machines to ensure snow quality throughout the season with a capacity of up to 5,000 gallons of water per minute, or 12 inches of machine-made snow in a 24-hour period.

    Location: Wildwood, MO

    Population Base: 3.9 million

    Total Lifts: 10

    Skiable Acreage: 60

GRAPHIC Snow Creek began operation in 1985 and is located 34 miles north of Kansas City. Snow Creek is the only ski resort in the Kansas City region, and the next closest ski resort is Hidden Valley in St. Louis. The ski resort also has 60 snowmaking machines to ensure snow quality throughout the season with a capacity of up to 3,000 gallons of water per minute, or 12 inches of machine-made snow in a 24-hour period.

    Location: Weston, MO

    Population Base: 2.9 million

    Total Lifts: 6

    Skiable Acreage: 40

GRAPHIC Paoli Peaks has been in operation since 1978 and has contributed several revolutionary concepts to the industry. Paoli Peaks has been recognized as the first resort to utilize snowmaking machines located on towers as well as introducing midnight skiing, an event that has become popular throughout the ski industry. Paoli Peaks' snowmaking machines can produce 12 inches of machine-made snow in a 24-hour period.

    Location: Paoli, IN

    Population Base: 3.0 million

    Total Lifts: 8

    Skiable Acreage: 65

 

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GRAPHIC Mad River Mountain will mark its 53rd season of operation in 2014/2015 ski season. In addition to the most expansive skiable terrain in Ohio, Mad River Mountain is home to the state's largest snowmaking system. Mad River's snowmaking system is comprised of 133 fan guns that have the ability to pump over 7,000 gallons of water per minute and cover 100% of our terrain in as little as 72 hours. The resort has four terrain parks, including Capital Park, which was voted the Midwest's best terrain park by OnTheSnow website in 2013. Over the years, the facility has grown from a small commuter resort into the 324-acre winter playground that it is today.

    Location: Zanesfield, OH

    Population Base: 2.75 million

    Total Lifts: 12

    Skiable Acreage: 60

GRAPHIC Boston Mills and Brandywine Ski Resorts are a pair of sister ski resorts located within the Cleveland MSA and Cuyahoga Valley Park. The two locations were developed independently in the 1960's, beginning with Boston Mills in 1963. Brandywine Resort was purchased by the previous owners of Boston Mills in 1990, forming the dual-resort complex that it is today. Boston Mills and Brandywine are conveniently located approximately three miles apart and combined have over 18,000 season pass holders. All three of our Northeast Ohio ski resorts—Alpine Valley, Boston Mills and Brandywine—are operated collectively, which provides us with revenue and cost synergies.

    Location: Sagamore Hills, OH

    Population Base: 7.1 million

    Total Lifts: 18

    Skiable Acreage: 88

GRAPHIC Crotched Mountain Ski & Ride is located approximately 70 miles from the Boston MSA. We acquired Crotched Mountain in 2003 and reopened the ski resort during the 2003/2004 ski season, its first year of operation after a 13-year closure. Upon acquisition, we invested significant capital to increase snowmaking capabilities, add new lifts and build new skier services facilities. In the 2013/2014 ski season, we achieved 94,600 skier visits and $4.4 million in revenues. Crotched Mountain's snowmaking system claims the highest snow production capacity of any ski resort in New England. In the summer of 2012, we installed "The Rocket" at Crotched Mountain, which is Southern New Hampshire's only high-speed detachable quad chairlift. Crotched Mountain is also the only resort within New England that offers midnight skiing.

    Location: Bennington, NH

    Population Base: 10.5 million

    Total Lifts: 5

    Skiable Acreage: 105

 

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GRAPHIC Jack Frost Mountain and Big Boulder Ski Resorts are located in the Pocono Mountains of Pennsylvania near the Philadelphia and New York City MSAs. Jack Frost and Big Boulder are conveniently located five miles apart and are operated collectively, which provides us with revenue and cost synergies. Big Boulder first opened in 1949 and was the first commercial ski resort in Pennsylvania. Both resorts are known for their powerful snowmaking systems, and Big Boulder has been the first ski resort in Pennsylvania to open during each of the last eight years. Big Boulder Ski Resort devotes 50% of its acreage to freestyle terrain parks and it was ranked in the "Top 5 Parks in the East" by Transworld Snowboarding Magazine in 2009, 2010 and 2011.

    Location: Blakeslee, PA

    Population Base: 27.3 million

    Total Lifts: 23

    Skiable Acreage: 145

GRAPHIC Attitash Mountain Resort is located within close proximity of Mt. Washington and approximately 150 miles from the Boston MSA. Attitash was ranked among the East's top ten ski resorts for snow, grooming, weather, dining, après ski, off-hill activities and family programs by readers of SKI Magazine in 2010. Attitash Mountain Resort is a vacation destination for all seasons, offering a variety of summer attractions such as North America's longest Alpine Slide, the Nor'Easter Mountain Coaster and New England's longest zip line of 5,000 feet. Attitash features a 143-room Grand Summit Hotel, providing some of the only ski-in/ski-out accommodations in the area.

    Location: Bartlett, NH

    Population Base: 13.9 million

    Total Lifts: 11

    Skiable Acreage: 307

GRAPHIC Mount Snow, a two-time host of the Winter X Games, is located in the Green Mountains of southern Vermont and is the state's closest major resort to the Northeast's largest metropolitan areas, making for a short drive to big mountain skiing. Mount Snow is approximately 200 miles from New York City, 130 miles from Boston, 65 miles from Albany and 100 miles from Hartford. Founded in 1954 by National Ski & Snowboard Hall of Fame member Walter Schoenknecht, Mount Snow quickly became one of the most recognizable ski resorts in the world. We have invested more than $25 million in capital enhancements since acquiring Mount Snow in the spring of 2007. The primary elements of those enhancements are the installation of more than 250 high output fan guns, the most of any resort in North America, giving Mount Snow one of the most powerful and efficient snowmaking systems in the industry, and the $8.5 million Bluebird Express, which is North America's only six passenger bubble lift. Transworld Snowboarding Magazine ranked Carinthia the "#1 Terrain Park in the East" for the 2013/2014 ski season and a "Top 5 Park in the East" for each of the last five years. This all-freestyle terrain mountain face is home to ten different terrain parks, ranging from

 

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beginner features in Grommet to expert features in Inferno, as well as a 450-foot long super pipe with 18 foot walls. Mount Snow features a 196-room Grand Summit Hotel, providing some of the only ski-in/ski-out accommodations in the area.

    Location: West Dover, VT

    Population Base: 27.4 million

    Total Lifts: 20

    Skiable Acreage: 490

GRAPHIC Wildcat Mountain Ski Resort is located in the White Mountains in the Mt. Washington region just 16 miles from its sister resort, Attitash Mountain. The summit elevation is 4,002 feet, and the base area elevation is 1,950 feet, which gives Wildcat a vertical drop of 2,112 feet. Wildcat is one of the best-known alpine skiing resorts in New England due to its scenic views of Mt. Washington. It also contains the longest ski trail in New Hampshire and is home to one of the oldest ski-racing trails in the U.S. The original "Wildcat" trail was cut in 1933 by the Civilian Conservation Corps and celebrated its 80th anniversary as a ski trail in 2013. Wildcat was the first ski resort to have a gondola lift in the U.S., which opened on January 25, 1958. The resort hosted the U.S. downhill skiing championship in 1984, 1992, 1995 and 2007. Wildcat has garnered a reputation for strong spring skiing as it has had the latest closing date of any lift-serviced ski resort for the past eight seasons.

    Location: Jackson, NH

    Population Base: 13.9 million

    Total Lifts: 5

    Skiable Acreage: 225


GRAPHIC One of Northeast Ohio's oldest public ski resort, Alpine Valley, has been in operation since 1965 and is the most recent resort to join our portfolio after our acquisition in 2012. It is located in Ohio's snow belt, allowing it to receive the most natural snowfall out of all of Ohio's ski resorts. All three of our Northeast Ohio ski resorts—Alpine Valley, Boston Mills and Brandywine—are operated collectively, which provides us with revenue and cost synergies. Alpine Valley is 31 miles northeast of Boston Mills/Brandywine Resorts and is located near the Cleveland MSA. In the summer of 2013, we installed two additional chairlifts, two additional tubing handle tows and a new beginner surface lift. Alpine Valley also boasts a newly-installed, state-of-the-art snowmaking system equipped with 30 new tower and portable fan guns along with a new pump house and maintenance facility. The improvements and upgrades to Alpine Valley constituted a total capital investment of over $2.5 million.

    Location: Chesterland, OH

    Population Base: 7.1 million

    Total Lifts: 7

    Skiable Acreage: 54

 

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    Competitive Strengths

        We believe our strengths are as follows:

    We own a high-quality branded portfolio.  We own 12 and operate 13 high-quality ski resorts, each of which is individually branded and recognized to be a leading ski resort in its respective regional market. Our devotion to maintaining high quality standards through strategic investments and upgrades has created a loyal customer base at each of our resorts. Our strong branding reinforces customer loyalty and serves to attract new guests through focused marketing campaigns and word of mouth.

    We have a history of investing in targeted capital projects to increase profitability.  We are continuously evaluating our property-level performance and are committed to increasing our profitability. Many ski resort operators are unwilling to invest in improvements due to capital constraints and the perceived risk of such investments. Since 2008, we have invested $49.7 million throughout our portfolio in an effort to improve the profitability of our ski resorts through energy-efficient snowmaking machinery, high-speed/high-capacity lifts and additional features such as terrain parks and various other infrastructure investments. The costs of these improvements are significantly outweighed by the benefits realized, which include higher quality and less costly snow, shorter lift lines, terrain expansion, and customer appreciation. We have found that the ability to transport customers up the mountain on high-speed chairlifts and to reduce lift lines not only attracts skiers and promotes a better skiing experience but also leads to higher restaurant and retail sales and increased customer satisfaction.

    We are an experienced and successful acquirer and integrator.  We have grown our Company significantly since inception by acquiring strategically located ski resorts with the potential for increased revenue growth and margin expansion. We have successfully acquired and integrated ten ski resorts since 1997. We adhere to a disciplined acquisition strategy by pursuing opportunities at attractive acquisition prices that can create additional value through operational improvements and efficiencies. After acquiring a ski resort, we implement a strategic repositioning program designed during the underwriting process and integrate the resort into our portfolio. We believe that our track record for acquiring and integrating ski resorts makes us an industry leader and gives us a competitive advantage over other buyers. Our ski resorts have, on average, achieved compound annual EBITDA growth of 34.4% within two years of our ownership or operation.

    Our experienced senior management team is dedicated to providing a reliable and enjoyable ski experience.  Our three senior executives have almost 60 years of combined experience owning, operating and acquiring ski resorts in the U.S. Since 1982, it has been our vision to offer a reliable and enjoyable skiing experience to our customers. As a result of this vision, our management team constantly strives to enhance and improve our snowmaking capabilities to ensure our ski resorts maintain high-quality snow throughout the season. In addition, our management team strives to provide our ski resorts with a full range of amenities to augment our customers' overall skiing experience.

    Overnight drive and day ski resorts experience lower sensitivity to the economy.  We believe our portfolio provides more attractive risk-adjusted returns than overnight fly resorts due to the stability in our visits. Furthermore, we believe that customers are more likely to visit overnight drive and day ski resorts during an economic downturn as compared to other higher cost overnight fly ski resorts, resulting in less sensitivity to downturns in the economy. The revenue per skier visit of our resorts from the 2007/2008 ski season (the first season subsequent to the Mount Snow and Attitash acquisitions) to the 2012/2013 ski season increased at a compounded annual growth rate of 4.3% compared to an increase of 2.8% for the U.S. ski industry for the same period.

 

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    The ski industry possesses high barriers to entry.  A limited number of ski resorts have been developed in the past 30 years. Skiable land is scarce and demanding to develop due to the difficulty in aggregating suitable terrain, obtaining government permitting, resolving accessibility issues and addressing heightened environmental concerns. Operating a ski resort requires a high level of expertise and strict regulatory and environmental compliance. Additionally, many resorts have built significant customer loyalty and brand awareness over multiple generations, which can be difficult for a new entrant to overcome. These factors have contributed to the number of ski resorts decreasing 36%, from 735 in 1984 to 470 in 2014 as smaller, poorly capitalized resorts have been unable to compete effectively. With our large existing portfolio, proven capital investment strategy and strong customer loyalty, we believe our Company is competitively well-positioned.

    Our ski resort portfolio is diverse.  Our portfolio of 13 ski resorts consists of five overnight drive ski resorts and eight day ski resorts located across six states ranging from Missouri to New Hampshire. We believe that our portfolio mix enables us to reach a large customer base seeking high-quality skiing resorts within driving distance of major metropolitan areas. Each of our ski resorts is located within reasonable drive times from major metropolitan areas such as New York City, Boston, Philadelphia, Cleveland and St. Louis, which we believe provides us with a consistent repeat customer base and increases our new customer outreach potential. We believe that the size and geographic diversity of our portfolio helps insulate the Company's financial performance against adverse economic and weather conditions.

    We are a proven operator of ski resorts.  We have operated numerous ski resorts since our incorporation in 1997. Due to our extensive operating expertise, we believe we have a profitable and efficient platform that positions us to take advantage of growth initiatives and cost controls. Our revenue growth and EBITDA margins were 22% and 26%, respectively, for fiscal 2013, whereas the industry experienced revenue growth of 13% and EBITDA margins of 16% over the same time period.

    Alignment of interests between management and new stockholders.  Subsequent to this transaction, our management team and other family members will own approximately     •    % of our outstanding shares. We believe that this substantial ownership position aligns the interest of our operating team and historical investor base with that of our new stockholders.

    Growth Strategies

    Increase visits.  We have invested significant capital in our snowmaking capabilities, terrain parks, year-round activities and skier facilities as an important component in increasing visits and revenue per skier visit, as well as developing and maintaining our brand and market reputation. Our continuous investment in the latest high-efficiency snowmaking equipment across our resorts provides our guests with consistent and high-quality skiing surfaces as well as a longer skiable season. By maintaining high-quality snow conditions across a longer ski season, we are able to drive repeat visits among our current clients and attract new clients from other resorts. Over the last decade, we have met the demand for quality terrain parks in the Northeast and Midwest with terrain park developments that include award-winning parks such as Carinthia Park at Mount Snow, Big Boulder Park at Big Boulder and Capital Park at Mad River. Our terrain parks are located where few substitutes exist, creating strong loyalty amongst our guests and driving increased skier visits. We intend to continue diversifying our winter activities to include additional terrain parks and tubing hills and adding summer activities such as mountain biking, zip lines and horseback riding.

    Drive revenue per skier visit.  We believe that several of our resorts are considered to be premier ski resorts in their respective metropolitan areas, providing us with enhanced pricing power. We

 

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      increased our season pass price and rack rates for the 2013/14 season over those in effect for the 2012/13 season. We were able to increase our revenue 5.5% from $99.7 million in fiscal 2013 to $105.2 million in fiscal 2014. We anticipate our previous and planned investments in snowmaking and facilities will allow us to continue to raise our quality level and prices for lift tickets, lodging, food and beverage, equipment rentals and other activities at our resorts.

    Improve operating efficiency through technology and scale.  We continue to focus on driving operational synergies and margin expansion via investment in technology and increasing economies of scale. Through continued investment in energy-efficient snowmaking machines, we have decreased our energy costs while creating a superior skiing experience for our guests. For example, we are currently under contract to purchase 645 new high-efficiency snowmaking machines to be deployed at Mount Snow through a partnership with Efficiency Vermont, which will fund 75% of the acquisition cost. We expect to achieve payback of our entire investment within one year. As an operator of 13 ski resorts, we benefit from our scale of procurement, insurance and technology. As we continue to invest in technology and grow through acquisitions, we expect to realize further efficiencies and economies of scale, driving higher margins than many of our competitors.

    Monetize developable real estate.  We own developable land at Mount Snow that is entitled for up to 900 residential units, including ski-in and ski-out condos, and 200,000 square feet of resort amenities, including restaurants, ski rental and retail shops, guest services and other functions. Given recent improvements in the second home and vacation home markets, we believe that we can generate significant profits from the further development of the Mount Snow land. In addition to sales of residential units, we believe that the mixed-use property development, including updated skier services, additional amenities and added occupancy capability, will create a significant opportunity for us to maximize Mount Snow's operational profitability. We are currently in the process of raising up to $52.0 million of debt capital under an EB-5 program to capitalize the first stage of development, including a new lodge, snowmaking infrastructure, including a new water reservoir, and related skier services. We intend to commence development of these projects in the second half of calendar year 2015. Additionally, we own developable land at Attitash. While we do not have imminent plans to develop the Attitash real estate, we could benefit from the sale or development of that land at some point in the future.

    Pursue strategic acquisitions.  As an operator of 13 ski resorts benefiting from economies of scale and investment in technology, we believe we can generate substantial revenue and cost synergies through strategic acquisitions. The U.S. ski industry, consisting of 470 resorts, is highly fragmented with less than 13% of ski resorts being owned by companies with four or more ski resorts. We believe that our proven ability to efficiently operate multiple resorts as well as our track record of successful acquisitions have established our reputation in the marketplace as a preferred buyer and will provide us the opportunity to acquire additional complementary ski resorts at attractive valuations. Our targeted acquisition strategy is to identify and purchase ski resorts where we can introduce many of the initiatives currently in place at our existing resorts, such as superior quality and efficiency snowmaking, high-speed detachable chair lifts and upgraded skier service and hospitality facilities, in order to drive increased skier visits, price increases and enhanced profitability.

Ski Industry

        The U.S. ski industry was estimated to total approximately 56.5 million skier visits in the 2013/2014 ski season. The National Ski Areas Association Kottke National End of Season Survey reported that there were 470 ski resorts operating during the 2013/2014 ski season in the U.S. Given the consistency and strength of annual skier visits over the last 30 years as well as the state of the recovering economy, we believe that skier participation will remain strong in the coming years.

 

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        The ski industry divides ski resorts into three distinct categories: overnight fly, overnight drive and day ski resorts. Overnight fly ski resorts are defined as ski resorts which primarily serve skiers who fly or drive considerable distances and stay for multiple nights. These resorts depend, in large part, on long-distance travel by their visitors and on the development of adjacent real estate for housing, hospitality and retail uses. Overnight drive ski resorts are ski resorts which primarily serve skiers from the regional drive market who stay overnight. Day ski resorts are typically located within 50 miles of a major MSA and do not generally offer dedicated lodging.

        Day and overnight drive ski resorts tend to be smaller in size and are usually located near metropolitan areas. As an owner and operator of primarily day and overnight drive ski resorts, we focus on selling lift tickets, renting ski equipment, selling ski lessons, offering food and beverage services and catering to the targeted local market. We target skiers of all levels from beginners who are skiing for the first time to intermediate and advanced skiers who are honing their skills.

        An important statistic used to gauge the performance of companies operating within the ski industry is revenue per skier visit. The revenue per skier visit of our resorts for the 2007/2008 ski season (the first season subsequent to the Mount Snow and Attitash acquisitions) to the 2012/2013 ski season increased at a compounded annual growth rate of 4.3% compared to an increase of 2.8% for the U.S. ski industry for the same period. Revenue per skier visit is calculated as total resort revenue divided by skier visits.

        The ski industry statistics stated in the foregoing sections have been derived from data published by the Kottke National End of Season Survey 2013/2014 and other industry publications, including those of the National Ski Areas Association.

Recent Developments

        In October 2014, the Company entered into a non-binding letter of intent with EPR Properties ("EPR"), our primary lender, providing for the prepayment of certain notes which do not grant the Company an option of prepayment under their current terms. Specifically, EPR has agreed to enter into an agreement with the Company to allow the Company to prepay approximately $75.8 million in debt secured by the Attitash, Crotched Mountain, Paoli Peaks, Hidden Valley and Snow Creek properties and retire one of the notes associated with the future development of Mount Snow. Upon receipt of such amount, EPR will release the personal guarantees of Messrs. Boyd, Mueller and Deutsch with respect to all obligations of the Company to EPR. EPR's agreement is subject to the Company's receipt of net proceeds from this offering sufficient to pre-pay the Mount Snow Development Debt, with additional proceeds used to pre-pay other notes and mortgages in the following order: Attitash, Crotched Mountain, Snow Creek, Paoli Peaks and Hidden Valley.

        In exchange for such agreement, the Company has agreed to pay to EPR a defeasance fee of $5.0 million and to provide that the purchase option of EPR on the Boston Mills, Brandywine, Jack Frost, Big Boulder and Alpine Valley properties will be exercisable on the maturity date of the notes and mortgages for such properties by the delivery of written notice by EPR to the Company at least one (1) year prior to such maturity date and upon payment of a purchase price for each such property calculated by multiplying the previous fiscal year's EBITDAR (defined as earnings before interest, taxes, depreciation, amortization and land and building rent) applicable to such property by fifty percent (50%) and dividing the product by the applicable initial interest rate, with a minimum purchase price of not less than the outstanding balance of the applicable loan on the closing date. Upon the closing of the sale under the option, EPR will enter into a market rate agreement with the Company or one of its subsidiaries for the lease of each such acquired property for an initial term of 20 years, plus options to extend the lease for two additional periods of 10 years each. All current option agreements between the Company and/or its subsidiaries and EPR shall be terminated. In addition, the Company has agreed to extend the maturity dates on all non-prepayable notes and mortgages secured by the

 

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Mount Snow, Boston Mills, Brandywine, Jack Frost, Big Boulder and Alpine Valley properties remaining after the closing of this offering by seven years to a period of 20 years from the date of restructuring and to extend the lease for the Mad River property, currently terminating in 2026, for a period of 20 years from the date of restructuring. The Company and EPR expect to enter into definitive agreements pertaining to the proposed transactions on or before October 30, 2014.

Risk Factors

        Before you invest in our common stock, you should be aware that there are various risks related to, among other things:

    weather, including climate change;

    seasonality;

    competition with other indoor and outdoor winter leisure activities and ski resorts;

    the leases and permits for property underlying certain of our ski resorts;

    ability to integrate new acquisitions;

    environmental laws and regulations;

    our dependence on key personnel;

    the security of our guest information;

    funds for capital expenditures, including funds raised under the EB-5 program;

    the effect of declining revenues on margins;

    the future development and continued success of our Mount Snow ski resort;

    our reliance on information technology;

    our current dependence on a single lender and the lender's option to purchase certain of our ski resorts;

    our dependence on a seasonal workforce; and

    the securities markets.

        For more information about these and other risks, please read the section titled "Risk Factors." You should carefully consider these risk factors together with all of the other information in this Prospectus.

Corporate History and Additional Information

        Peak Resorts, Inc. was incorporated in Missouri on September 24, 1997 as a holding company to own or lease and operate day ski and overnight drive ski resorts through its wholly owned subsidiaries. Throughout the history of the Company, including the development of the Hidden Valley and Snow Creek ski resorts before the incorporation of Peak Resorts, Inc., the Company has acquired or developed a total of 13 ski resorts.

        Our principal executive offices are located at 17409 Hidden Valley Drive, Wildwood, Missouri 63025, telephone (636) 938-7474. We maintain a website at www.peakresorts.com. We will make available on our website, free of charge, the Company's future annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K as soon as practicable after we file these reports with the SEC. The information contained on our website or that can be accessed through our website neither constitutes part of this Prospectus nor is incorporated by reference herein.

 

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Emerging Growth Company Status

        We are an "emerging growth company," as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We have not made a decision whether to take advantage of any or all of these exemptions.

        In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards, and delay compliance with new or revised accounting standards until those standards are applicable to private companies. We have elected to use the extended transition period for complying with new or revised accounting standards. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

        Although we are still evaluating our options under the JOBS Act, we may take advantage of some or all of the reduced regulatory and reporting requirements that will be available to us so long as we qualify as an "emerging growth company" and thus the level of information we provide may be different than that of other public companies. If we do take advantage of any of these exemptions, some investors may find our securities less attractive, which could result in a less active trading market for our common stock, and our stock price may be more volatile.

        We could be an emerging growth company until the last day of the first fiscal year following the fifth anniversary of our first common equity offering, although circumstances could cause us to lose that status earlier if our annual revenues exceed $1.0 billion, if we issue more than $1.0 billion in non-convertible debt in any three-year period or if we become a "large accelerated filer" as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

 

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Summary of the Offering

Common stock offered by us

  • shares (or • shares if the underwriters exercise their over-allotment option in full). We are not registering any shares of common stock held by our stockholders.

Common stock to be outstanding after the offering

 

• shares (or • shares if the underwriters exercise their over-allotment option in full).

Proposed trading symbol on NASDAQ Global Market

 

"SKIS"

Use of proceeds

 

We estimate that we will receive net proceeds of approximately $ • million from our offering of our common stock, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, assuming the shares are offered at $ • per share, which is the midpoint of the estimated offering price range shown on the front cover page of this Prospectus. We will use the net proceeds from this offering as follows: approximately $42.9 million to repay a portion of the outstanding balance due under a promissory note in favor of our lender for the redevelopment of our Mount Snow ski area; approximately $12.5 million to repay a portion of the outstanding balance under a promissory note in favor of our lender for the acquisition of our Attitash ski area; approximately $11.0 million to repay a portion of the outstanding balance under a promissory note in favor of our lender made principally to pay outstanding debt secured by Crotched Mountain; approximately $9.5 million to repay a portion of the outstanding debt due pursuant to the Amended and Restated Credit and Security Agreement with our lender; $5.0 million to pay a defeasance fee to our lender in connection with the prepayment of this debt; and approximately $0.4 million to acquire the portion of the land underlying Crotched Mountain that we lease. We intend to use the remaining proceeds for working capital and general corporate purposes. See "Use of Proceeds" for additional details.

 

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Dividend policy

 

We intend to pay quarterly cash dividends on our common stock at an initial quarterly rate of $• per share. We intend to pay the first dividend in •, which will include an amount on a pro-rated basis for the period from the effective date of this offering to • and, thereafter, to pay dividends on a quarterly basis. There can be no guarantee that we will be able to pay dividends at this rate, or at all, in the future. The declaration and payment of future dividends to holders of our common stock will be at the sole discretion of our board of directors and will depend upon many factors, including our actual operating results financial condition, capital requirements, contractual restrictions, restrictions in our debt agreements and other factors deemed relevant by our board of directors. Distributions treated as dividends that are received by individual holders of our common stock that are United States persons currently will be subject to a reduced maximum income tax rate of 20% if such dividends are treated as "qualified dividend income" for U.S. federal income tax purposes. See "Dividend Policy" for additional details.

Risk factors

 

Investment in our common stock involves a high degree of risk. You should read and consider the information set forth under the heading "Risk Factors" and all other information included in this Prospectus before deciding to invest in our common stock.

        Except as otherwise indicated, all of the information in this Prospectus:

    gives effect to an assumed            for            stock split which we intend to effect prior to the consummation of this offering;

    assumes no exercise of the underwriters' option to purchase up to                        additional shares of common stock; and

    excludes             shares eligible for issuance in connection with the Company's equity plan.

 

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Summary Historical Consolidated Financial Data

        The following summary consolidated financial information for each of the years in the five-year period ended April 30, 2014 is primarily based on our audited consolidated financial statements. The audited consolidated financial statements for fiscal 2014 and 2013 are included elsewhere in this Prospectus. The summary consolidated financial information for the three months ended July 31, 2014 and 2013 is based on our unaudited consolidated financial statements. In the opinion of our management, the interim financial information includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of our financial condition, results of operations and cash flows. The results for interim periods set forth below are not indicative of the results to be expected for the full year. The information set forth below should be read together with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated historical financial statements and the notes to our consolidated financial statements included elsewhere in this Prospectus.

 
  Three Months Ended
July 31,
  Year Ended April 30,  
 
  2014   2013   2014   2013   2012   2011   2010  
 
  (In thousands, except per share information and ski resorts
owned/leased and operated)

 

Income Statement Information:

                                           

Revenues

  $ 5,596   $ 5,020   $ 105,205   $ 99,689   $ 82,044   $ 97,586   $ 89,846  

Operating expenses

    14,672     13,694     90,204     82,768     78,524     80,817     76,074  

(Loss) income from operations

    (9,076 )   (8,674 )   15,001     16,921     3,520     16,769     13,772  

Other Balance Sheet Data:

                                           

Cash (end of period)

    5,996     9,286     13,186     11,971     6,179     16,463     19,508  

Restricted cash (end of period)(1)

    10,956     7,616     13,063     12,141     11,036     11,271     11,139  

Total debt (end of period)(2)

    175,727     172,586     175,902     172,322     161,499     144,058     138,621  

Other Financial Information (unaudited):

                                           

Reported EBITDA(3)

  $ (6,445 ) $ (6,347 ) $ 25,366   $ 25,939   $ 13,081   $ 24,822   $ 21,317  

Capital expenditures(4)

    3,043     1,718     10,028     14,900     21,817     19,116     6,009  

Operating Data (unaudited):

                                           

Total visits

    N/A     N/A     1,752     1,686     1,346     1,752     1,776  

Skier visits

    N/A     N/A     1,570     1,521     1,221     1,572     1,606  

Ski resorts owned/leased and operated(5)(6)

    13     13     13     13     12     12     11  

 

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        The following table presents a summary of our balance sheet as of July 31, 2014 on an actual basis and on a pro forma basis to reflect the sale in this offering of     •     shares of common stock at an assumed initial public offering price of $    •    per share, which is the midpoint of the range listed on the cover of this Prospectus, and no exercise of the underwriters' over-allotment option, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

 
  As of
July 31, 2014
 
 
  Pro Forma   Actual  
 
  (In thousands)
 

Balance Sheet Information:

             

Cash

  $     $ 5,996  

Restricted cash(1)

          10,956  

Total assets

          199,188  

Net property and equipment

          137,466  

Debt (including current portion)(2)

          175,727  

Stockholders' equity

          (4,671 )

(1)
As of April 30 of each year, the end of our fiscal year, we are required to include, in restricted cash, interest due on our outstanding debt with EPR and rent under the lease for the Mad River resort for the 10 months following April 30.

(2)
Total debt includes $1.1 million in current obligations and $174.8 million in long-term debt and capital lease obligations. At the time of the closing, the Company intends to reduce long-term debt from $174.8 million to approximately $99.0 million by repaying certain of its outstanding borrowings with a portion of the offering proceeds. See "Use of Proceeds" and "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" for further discussion.

(3)
We have chosen to specifically include Reported EBITDA (defined as net income before interest, income taxes, depreciation and amortization, gain on sale leaseback, investment income, other income or expense and other non-recurring items) as a measurement of our results of operations because we consider this measurement to be a significant indication of our financial performance and available capital resources. Reported EBITDA is not a measure of financial performance under U.S. generally accepted accounting principles ("GAAP"). We provide a reconciliation of Reported EBITDA to net income, the most directly-comparable GAAP measurement, below.


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


Items excluded from Reported EBITDA are significant components in understanding and assessing financial performance or liquidity. Reported EBITDA should not be considered in isolation or as alternative to, or substitute for, net income, net change in cash and cash equivalents or other financial statement data presented in the consolidated financial statements as indicators of

 

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    financial performance or liquidity. Because Reported EBITDA is not a measurement determined in accordance with GAAP and is susceptible to varying calculations, Reported EBITDA as presented may not be comparable to other similarly titled measures of other companies.


The following table includes a reconciliation of Reported EBITDA to net income (loss) (in thousands):

 
  Three Months
Ended July 31,
  Year Ended April 30,  
 
  2014   2013   2014   2013   2012   2011   2010  

Net (loss) income

  $ (8,160 ) $ (7,880 ) $ (1,501 ) $ 2,707   $ (5,295 ) $ (4,006 ) $ 2,833  

Income tax (benefit) provision

    (5,172 )   (4,981 )   (461 )   1,823     (3,462 )   10,410      

Interest expense, net

    4,342     4,274     17,307     12,733     11,465     11,338     11,370  

Depreciation and amortization

    2,306     2,287     9,207     8,902     9,561     8,054     7,545  

Investment income

    (3 )   (4 )   (10 )   (10 )   (23 )   (241 )   (98 )

Gain on sale/leaseback

    (83 )   (83 )   (333 )   (333 )   (333 )   (333 )   (333 )

Gain on acquisition

                        (400 )    

Non-routine legal fees and lawsuit settlement

    325     40     1,157     117              

Write off of prepaid incremental stock issuance cost

                    1,168          
                               

Reported EBITDA

  $ (6,445 ) $ (6,347 ) $ 25,366   $ 25,939   $ 13,081   $ 24,822   $ 21,317  
                               
                               
(4)
Capital expenditures for the year ended April 30, 2011 include the Wildcat Mountain acquisition, which was financed with a seller note. Capital expenditures for the year ended April 30, 2014 exclude land financed for $1 million.

(5)
Effective in October 2010, we acquired substantially all of the business of Wildcat Mountain ski resort. We have included Wildcat Mountain's results of operations in our financial statements since the date of acquisition.

(6)
Effective in October 2012, we acquired all of the business of Alpine Valley ski resort. We have included Alpine Valley's results of operations in our financial statements since the date of acquisition.

 

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RISK FACTORS

        Investing in our common stock involves a high degree of risk. You should carefully consider and evaluate all of the information in this Prospectus, including the risks and uncertainties described below, which we believe describe the most significant risks of an investment in our common stock, before making a decision to invest in our common stock. The occurrence of any of the following risks and uncertainties could harm our business, financial condition, results of operations or growth prospects. As a result, the trading price of our common stock could decline, and you could lose all or part of your investment.

Risks Related to the Company

         Our industry is sensitive to weakness in the economy, and we are subject to risks associated with the overall leisure industry.

        Weak economic conditions in the U.S. could have a material adverse effect on our industry. An economic downturn could reduce consumer spending on recreational activities such as those our resorts offer, resulting in decreased skier visits and consumer spending at our ski resorts. Such events could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows. In addition, we may be unable to increase the price of our lift tickets, season passes or other offerings during an economic downturn despite our history of being successful in raising such prices under a variety of economic conditions.

         Our business is vulnerable to the risk of unseasonably warm weather conditions and skier perceptions of weather conditions.

        The ability to attract visitors to our resorts is influenced by weather conditions and by the number of cold weather days during the ski season. Unseasonably warm weather can adversely affect skier visits and our revenue and profits. For example, warm weather may result in inadequate natural snowfall and render snowmaking wholly or partially ineffective in maintaining quality skiing conditions. Also, the early season snow conditions and skier perceptions of early season snow conditions influence the momentum and success of the overall season. There is no way for us to predict future weather patterns or the impact that weather patterns may have on our results of operations or visitation.

         Our business is highly seasonal and the occurrence of certain events during our peak times could have a negative effect on our revenues.

        Our resort operations are highly seasonal. Although the air temperatures and timing and amount of snowfall can influence the number and type of skier visits, the majority of the skier visits are from mid-December to early April. Accordingly, during the past two fiscal years, we generated, on average, 89.2% of our revenues during the third and fourth fiscal quarters. In addition, throughout our peak quarters, we generate the highest revenues on weekends and during three major holiday periods: Christmas, Dr. Martin Luther King, Jr. Day and Presidents Day. During the 2013/2014 ski season, we generated 33.1% of our revenues on weekends and 24.4% of our revenues during these three major holiday periods. Our resorts typically experience operating losses and negative cash flows during the first and second quarters of each fiscal year, as a result of the seasonality of our business. Operating results for any three-month period are not indicative of the results that may be achieved for any subsequent quarter or for a full fiscal year.

        A high degree of seasonality in our revenues and our dependence on weekends and the three major ski holidays increases the impact of certain events on our operating results. Adverse weather conditions, equipment failures, and other developments of even moderate or limited duration occurring during these peak business periods could significantly reduce our revenues.

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         We may not be able to fully utilize our net operating loss carryforwards.

        We have recorded a full valuation allowance against these net operating loss carryforwards because we believe that uncertainty exists with respect to the future realization of the loss carryforwards as well as with respect to the amount of the loss carryforwards that will be available in future periods. To the extent available, we intend to use these net operating loss carryforwards to offset future taxable income associated with our operations. There can be no assurance that we will generate sufficient taxable income in the carryforward period to utilize any remaining loss carryforwards before they expire.

        In addition, Section 382 and related provisions of the Internal Revenue Code of 1986, as amended (the "Code"), contains rules that limit for U.S. federal income tax purposes the ability of a company that undergoes an "ownership change" to utilize its net operating losses and certain other tax attributes existing as of the date of such ownership change. Under these rules, such an ownership change is generally an increase in ownership by one or more "five percent shareholders," within the meaning of Section 382 of the Code, of more than 50% of a company's stock, directly or indirectly, within a rolling three-year period. If we undergo one or more ownership changes within the meaning of Section 382 of the Code, or if one has already occurred, our net operating losses and certain other tax attributes existing as of the date of each ownership change may be unavailable, in whole or in part, to offset our income and/or reduce or defer our future taxable income associated with our operations, which could have a negative effect on our financial results. While we believe that we have not undergone such an ownership change as of the date hereof, because such an event is outside of our control, no assurance can be given that an ownership change has not already occurred or that this offering (or subsequent transactions) will not result in an ownership change. Any future offerings of equity securities by us or sales of common stock by our stockholders would increase the likelihood that we undergo an "ownership change" within the meaning of Section 382 of the Code. If an ownership change occurs, the annual utilization of our net operating loss carryforwards and certain other tax attributes may be materially and adversely affected. Upon completion of this offering, our ability to raise future capital by issuing common stock without causing an ownership change may be materially limited.

         Variations in the timing of peak periods, holidays and weekends may affect the comparability of our results of operations.

        Depending on how peak periods, holidays and weekends fall on the calendar, in any given year we may have more or fewer peak periods, holidays and weekends in our third fiscal quarter compared to prior years, with a corresponding difference in our fourth fiscal quarter. These differences can result in material differences in our quarterly results of operations and affect the comparability of our results of operations.

         We compete with other leisure activities and ski resorts, which makes maintaining our customer base difficult.

        The skiing industry is highly competitive and capital intensive. Our ski resorts located in the Northeastern U.S., such as Mount Snow, Attitash and Wildcat Mountain, and those located in the Southeastern U.S. (which includes Pennsylvania for purposes of ski industry statistics), such as Jack Frost and Big Boulder, compete against other ski resorts in their markets for both day and overnight drive skiers. Our competitive position depends on a number of factors, such as the quality and coverage of snowmaking operations, resort size, the attractiveness of terrain, lift ticket prices, prevailing weather conditions, the appeal of related services and resort reputation. Some of our competitors have stronger competitive positions in respect of one or more of these factors, which may adversely affect our ability to maintain or grow our customer base.

        We believe that while our Midwestern U.S. ski resorts face only limited competition from other ski resorts in the area, our competitors in the Midwest primarily include other recreation resorts, including warm weather resorts and various alternative leisure activities. Our resorts in the Northeastern and

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Southeastern U.S. face similar competition, in addition to the competition outlined above. Our ability to maintain our levels of skier visits depends on, among other things, weather conditions, costs of lift tickets and related skier services relative to the costs of other leisure activities and our ability to attract people interested in recreational sports.

         Changes in consumer tastes and preferences may affect skier visits at our ski resorts.

        Our success depends on our ability to attract visitors to our ski resorts. Changes in consumer tastes and preferences, particularly those affecting the popularity of skiing, snowboarding and tubing, and other social and demographic trends could adversely affect the number of skier visits during a ski season. Furthermore, a reduction in average household income in some of the areas near our resorts, compared to historic levels, combined with the increasing cost of skiing, snowboarding and tubing, may make these activities unaffordable for a large percentage of that population. A significant decline in skier visits compared to historical levels would have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

         We may not be able to pay dividends on our common stock.

        We intend to pay quarterly cash dividends on our common stock at an initial quarterly rate of $    •    per share as described in the "Dividend Policy" section of this Prospectus. We cannot assure you that this initial dividend rate will be sustained or that we will continue to pay dividends in the future. The declaration and payment of future dividends to holders of our common stock will be at the sole discretion of our board of directors and will depend on many factors, including our actual results of operations, financial condition, capital requirements, contractual restrictions, restrictions in our debt agreements, economic conditions and other factors that could differ materially from our current expectations. For example, one of our existing debt agreements prohibits us from paying dividends on our common stock if a potential or actual event of default exists under the terms of the agreement. Furthermore, our results of operations and financial condition could be materially and adversely affected by the factors described in this "Risk Factors" section of the Prospectus, which could limit our ability to pay dividends in the future.

         Our ability to declare and pay dividends is dependent on cash flow generated by our subsidiaries because we are a holding company.

        We are a holding company with no operations. Our subsidiaries own most of the assets that will generate income. Therefore, our ability to declare and pay dividends is dependent on the generation of cash flow by our subsidiaries and their ability to make such cash available to us, by dividend, distribution or otherwise. Our subsidiaries may not be able or permitted to make distributions to enable us to make dividend payments in respect of our common stock. Each of our subsidiaries is a distinct legal entity, and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from them. In addition, any future financing or other arrangements that our subsidiaries enter into could limit their ability to make distributions to us. In the event that we do not receive distributions from our subsidiaries, we may be unable to make dividend payments on our common stock.

         We may engage in acquisitions that could harm our business, operating results or financial condition.

        A key component of our business strategy is to identify and acquire properties that are complementary to our core business. We frequently evaluate potential acquisitions and intend to actively pursue acquisition opportunities, some of which could be significant. For example, our acquisition of Mount Snow in 2007 involved the addition of property and operations that made up 26% of our revenues during the 2007 ski season. Our failure to merge the Mount Snow operations with our existing operations and effectively manage the additional large-scale property would have had a material negative effect on our results of operations.

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        We cannot make assurances that we will be able to successfully integrate and manage acquired properties and businesses and increase our profits from these operations. The integration of acquired businesses may not be successful and could result in disruption to other parts of our business. In addition, the integration may require that we incur significant restructuring charges. To integrate acquired businesses, we must implement our management information systems, operating systems and internal controls, and assimilate and manage the personnel of the acquired operations. The difficulties of the integrations may be further complicated by such factors as geographic distances, lack of experience operating in the geographic market or industry sector of the acquired business, delays and challenges associated with integrating the business with our existing businesses, diversion of management's attention from daily operations of the business, potential loss of key employees and customers of the acquired business, the potential for deficiencies in internal controls at the acquired business, performance problems with the acquired business' technology, exposure to unanticipated liabilities of the acquired business, insufficient revenues to offset increased expenses associated with the acquisition, and our ability to achieve the growth prospects and synergies expected from any such acquisition. Even when an acquired business has already developed and marketed products and services, there can be no assurance that product or service enhancements will be made in a timely fashion or that all pre-acquisition due diligence will have identified all possible issues that might arise with respect to such acquired assets.

        Future acquisitions may also cause us to assume liabilities, record goodwill and intangible assets that will be subject to impairment testing and potential impairment charges, incur amortization expense related to certain intangible assets and increase our expenses and working capital requirements, which would reduce our return on invested capital. Failure to manage and successfully integrate the acquisitions we make could materially harm our business and operating results.

         We may be unsuccessful in identifying suitable acquisition candidates which may negatively impact our growth strategy.

        There can be no assurance given that we will be able to identify additional suitable acquisition candidates or consummate future acquisitions or strategic transactions on acceptable terms. Our failure to successfully identify additional suitable acquisition candidates or consummate future acquisitions or strategic transactions on acceptable terms could have an adverse effect on our prospects, business activities, cash flow, financial condition, results of operations and stock price.

         We are subject to extensive environmental laws and regulations in the ordinary course of business.

        Our operations are subject to a variety of federal, state and local environmental laws and regulations, including those relating to emissions to the air; discharges to water; storage, treatment and disposal of wastes; land use; remediation of contaminated sites; and protection of natural resources such as wetlands. For example, future expansions of certain of our ski facilities must comply with applicable forest plans approved under the National Forest Management Act or local zoning requirements. In addition, most projects to improve, upgrade or expand our ski resorts are subject to environmental review under the National Environmental Policy Act. Both acts require that the U.S. Forest Service study any proposal for potential environmental impacts and include in its analysis various alternatives. Our ski resort improvement proposals may not be approved or may be approved with modifications that substantially increase the cost or decrease the desirability of implementing the project.

        Our facilities are subject to risks associated with mold and other indoor building contaminants. From time to time our operations are subject to inspections by environmental regulators or other regulatory agencies. We are also subject to worker health and safety requirements.

        We believe our operations are in substantial compliance with applicable material environmental, health and safety requirements. However, our efforts to comply do not eliminate the risk that we may

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be held liable, incur fines or be subject to claims for damages, and that the amount of any liability, fines, damages or remediation costs may be material for, among other things, the presence or release of regulated materials at, on or emanating from properties we now own or lease and operate, or formerly owned, leased or operated, newly discovered environmental impacts or contamination at or from any of our properties, or changes in environmental laws and regulations or their enforcement.

         The loss of our key executive officers could harm our business.

        Our success depends to a significant extent upon the performance and continued service of our key management team which includes Timothy Boyd, our president and principal executive officer, Stephen Mueller, our vice president and principal financial and accounting officer, and Richard Deutsch, our vice president in charge of business and real estate development. The loss of the services of this management team and the failure to develop and maintain an adequate succession plan could have a material adverse effect on our business and operations because of Messrs. Boyd's, Mueller's and Deutsch's specific and unique knowledge of acquiring and operating multiple ski resorts, including day ski resorts and overnight drive ski resorts.

         Failure to maintain the integrity of guest data could result in damage to our reputation and/or subject us to costs, fines or lawsuits.

        We collect personally identifiable information relating to our guests for various business purposes, including marketing and promotional purposes. The integrity and privacy of our guest's information is important to us, and our guests have a high expectation that we will adequately protect their personal information. The regulatory environment governing privacy laws is increasingly demanding, and privacy laws continue to evolve and, on occasion, may be inconsistent from one jurisdiction to another. Maintaining compliance with applicable privacy regulations may increase our operating costs and/or adversely impact our ability to market our products, properties and services to our guests. Furthermore, non-compliance with applicable privacy regulations by us (or in some circumstances non-compliance by third parties engaged by us), a breach of security on systems storing our guest data, a loss of guest data or fraudulent use of guest data could adversely impact our reputation or result in fines or other damages and litigation.

         We are subject to risks related to certain payment methods.

        We accept payments using a variety of methods, including credit cards, debit cards and gift cards. As we offer new payment options to consumers, we may be subject to additional regulations, compliance requirements and fraud. For certain payment methods, including credit and debit cards, we pay interchange and other fees, which may increase over time and raise our operating costs and lower profitability. We are also subject to payment card association operating rules and certification requirements, including the Payment Card Industry Data Security Standard and rules governing electronic funds transfers, which could change or be reinterpreted to make it difficult for us to comply. As our business changes, we may also be subject to different rules under existing standards, which may require new assessments that involve costs above what we currently pay for compliance. While we are currently in compliance with all applicable rules and certification requirements, we may be subject to fines, higher transaction fees or loss of or restrictions on our ability to accept credit and debit card payments from customers if we are not in compliance with new rules and regulations or if the volume of fraud in our transactions rises to certain levels. If any of these events were to occur, our business, financial condition and operating results could be materially adversely affected.

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         Our business requires significant capital expenditures to both maintain and improve our ski resorts and expand our business through acquisitions. The lack of available funds for these capital expenditures could have a material adverse effect on our operating strategy.

        Sustaining our successful financial performance depends, in part, on our ability to maintain and improve the quality of our facilities, products, and management resources (either directly or through third parties), which requires significant capital expenditures. Capital expenditures for fiscal 2014 were approximately $10.0 million, and we currently anticipate that capital expenditures will be approximately $8.0 million to $10.0 million for fiscal 2015. To the extent that we are unable to obtain the funds necessary to maintain and grow our business with cash generated from operating activities, or from borrowed funds or additional equity investments, our financial condition and results of operations could be affected. Although we believe that capital expenditures above maintenance levels can be deferred to address cash flow or other constraints, these expenditures cannot be deferred for extended periods without adversely affecting our competitive position and financial performance.

        Historically, a key element of our strategy has been attracting additional skiers through investment in on-mountain capital improvements. These improvements are capital intensive and a lack of available funds for capital expenditures could have a material adverse effect on our ability to implement our operating strategy. We intend to finance resort capital improvements through internally generated funds and proceeds from the offering of debt and equity. There can be no assurance that sufficient funds will be available to fund these capital improvements or that these capital improvements will sustain our customer base, attract additional skiers or generate additional revenues.

        Future acquisitions may require additional debt or equity financing, which in the case of debt financing, will increase our leverage and, in the case of equity financing, would be dilutive to our existing stockholders. Any decline in our perceived credit-worthiness associated with an acquisition could adversely affect our ability to borrow and result in more restrictive borrowing terms. As a result of the foregoing, we also may not be able to complete acquisitions or strategic transactions in the future to the same extent as in the past, or at all. These and other factors could harm our ability to achieve anticipated levels of profitability at acquired operations or realize other anticipated benefits of an acquisition, and could adversely affect our business, financial condition and results of operations.

         We are dependent on significant infrastructure and equipment.

        Our infrastructure and equipment, including snowmaking equipment and ski lifts, are costly to maintain, repair and replace and are susceptible to unscheduled maintenance. Much of our infrastructure and equipment will eventually need to be replaced or significantly repaired or modernized, which could result in interruptions to our business, particularly during our peak periods. In certain cases, the cost of infrastructure or equipment repair or replacement may not be justified by the revenues at the applicable resort.

         The high fixed cost structure of ski resort operations can result in significantly lower margins if revenues decline.

        The cost structure of ski resort operations has a significant fixed component with variable expenses including, but not limited to, resort related fees, credit card fees, retail/rental cost of sales and labor, ski school labor and dining operations. Any material declines in the economy, elevated geopolitical uncertainties and/or significant changes in historical snowfall patterns, as well as other risk factors discussed herein, could adversely affect revenue. As such, our margins, profits and cash flows may be materially reduced due to declines in revenue given our relatively high fixed cost structure. In addition, increases in wages and other labor costs, energy, healthcare, insurance, transportation, fuel, and other expenses included in our fixed cost structure may also reduce our margins, profits and cash flows.

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         We generate a significant portion of our annual revenues from Mount Snow. Conditions or events that could negatively impact Mount Snow could have a material adverse effect on our financial condition and results of operations.

        Revenue generated from Mount Snow in fiscal 2014 represented approximately 40% of our total fiscal 2014 revenues. Mount Snow, like our other resorts, is subject to various risks such as those described in this Prospectus, including natural disasters, changes in consumer leisure tastes, competition from other area ski resorts, decreased water supply and regional weather. The occurrence of such events or conditions that negatively impact Mount Snow would have a material adverse effect on our financial condition and results of operations.

         Cancellation of the Immigrant Investor Program or our failure to successfully raise capital under the program's guidelines could adversely affect our ability to execute our growth strategy and improve our resorts.

        Developing our resort at Mount Snow and continuing to improve our resorts overall are significant elements of our growth strategy to help sustain the natural habitat of certain species of fish. In addition, we have been advised by the State of Vermont that we must relocate our water reservoir. We intend to finance these developments—the Carinthia Ski Lodge Project and the West Lake Project—with funds raised under the U.S. government's Immigrant Investor Program, commonly known as the "EB-5 program." The EB-5 program was first enacted in 1992 to stimulate the U.S. economy through the creation of jobs and capital investments in U.S. companies by foreign investors. In turn, these foreign investors are, pending petition approval, granted visas for lawful residence in the U.S. Under the EB-5 program, a limited number of visas are reserved for such foreign investors each year.

        The Carinthia Ski Lodge Project includes the construction of Carinthia Ski Lodge, and the West Lake Project includes the construction of a new water storage reservoir for snowmaking with capacity of up to 120 million gallons. We are currently conducting an offering to raise $52.0 million to fund the Carinthia Ski Lodge Project and the West Lake Project, $13.0 million of which has been committed as of the date of this Prospectus. To the extent that the offering is not fully-subscribed and less than the $52 million is raised, we will allocate up to the first $30 million to the development of the West Lake Project. If and when subscriptions exceed $30 million, the next $22 million will be allocated to the Carinthia Ski Lodge Project.

        The current EB-5 program as it relates to the Regional Center Pilot Program term expires on September 30, 2015. Though the program has been regularly reinstated since its inception in 1992, there is no guarantee that it will be reauthorized upon the expiration in 2015. Furthermore, we cannot guarantee that we will successfully raise sufficient funds under the EB-5 program in order to complete the Carinthia Ski Lodge Project or West Lake Project, or implement future plans to improve our resorts. In either of those cases, conventional financing options, such as loans, may prove too costly or may not be available, which could result in cancellation of our development and improvement plans and have a material adverse effect on our business. Please see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Significant Uses of Cash" for further details about the EB-5 program and Mount Snow development projects.

         We lease all or some of the land underlying certain of our resorts from third parties.

        We lease some or all of our property at Paoli Peaks, Crotched Mountain and Mad River from third parties. Our lease at Paoli Peaks terminates in 2078, our lease at Crotched Mountain terminates in 2053 (though we have ten options to extend the lease for additional periods of 15 years each), and our lease at Mad River terminates in 2026. Combined, these resorts contributed 15.1% of our total revenues for the year ended April 30, 2014. A termination of any of these leases could negatively impact our results of operations. The Company has the right of first refusal should the Mad River lessor put the property up for sale. In addition, the Company has the right to reacquire the Mad River property at specified prices in December 2019 and December 2026.

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         A substantial portion of the skiable terrain at certain of our resorts is used under the terms of Forest Service permits.

        A substantial portion of the skiable terrain at our Attitash and Mount Snow resorts and all of the land underlying the Wildcat Mountain resort is federal land that is used under the terms of permits with the U.S. Forest Service. The permits give the U.S. Forest Service the right to review and comment on the location, design, and construction of improvements in the permit area and on certain other operational matters. The permits can also be terminated or modified by the U.S. Forest Service for specific compelling reasons or in the event we fail to perform any of our obligations under the permits. Otherwise, the permits may be renewed. A termination or modification of any of our permits could have a material adverse effect on our results of operations. Currently, our permits expire as follows:

Ski Resort   Special Use Permit Expiration Date
Attitash   April 4, 2047
Mount Snow   April 4, 2047
Wildcat Mountain   November 18, 2050

         We rely on information technology to operate our businesses and maintain our competitiveness, and any failure to adapt to technological developments or industry trends could harm our business.

        We depend on the use of information technology and systems, including technology and systems used for central reservations, point of sale, procurement and administration. We must continuously improve and upgrade our systems and infrastructure to offer enhanced products, services, features and functionality, while maintaining the reliability and integrity of our systems and infrastructure. Our future success also depends on our ability to adapt our infrastructure to meet rapidly evolving consumer trends and demands and to respond to competitive service and product offerings.

        In addition, we may not be able to maintain our existing systems or replace or introduce new technologies and systems as quickly as we would like or in a cost-effective manner. Delays or difficulties in implementing new or enhanced systems may keep us from achieving the desired results in a timely manner, to the extent anticipated, or at all. Any interruptions, outages or delays in our systems, or deterioration in their performance, could impair our ability to process transactions and could decrease our quality of service that we offer to our guests. Also, we may be unable to devote financial resources to new technologies and systems in the future. If any of these events occur, our business and financial performance could suffer.

         We currently rely on one lender and its affiliates as a source for financing and credit.

        We have historically relied on one lender and its affiliates, EPR, for substantially all of our financing and credit needs, including financing relating to our resort acquisitions. EPR is an entertainment, entertainment-related, recreation and specialty real estate company with its common stock listed on the New York Stock Exchange under the symbol "EPR". In the event EPR is not available to extend us credit, we may not be able to obtain financing on terms as favorable to us as those under our arrangements with EPR. As a result, we may be subject to more stringent financial covenants and higher interest rates.

         We are not limited in the amount of leverage that we may occur.

        Our organizational documents and debt instruments do not limit the amount of indebtedness that we may incur. As a result, we may become more highly leveraged in the future, without stockholder approval, which could materially adversely affect our cash flow and our ability to pay dividends on our common stock. Higher leverage levels will also increase the risk of default on our obligations, which could adversely affect our financial condition.

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         We depend on a seasonal workforce.

        Our mountain and lodging operations are highly dependent on a large seasonal workforce. We recruit year-round to fill thousands of seasonal staffing needs each season and work to manage seasonal wages and the timing of the hiring process to ensure the appropriate workforce is in place. We cannot guarantee that material increases in the cost of securing our seasonal workforce will not be necessary in the future. Furthermore, we cannot guarantee that we will be able to recruit and hire adequate seasonal personnel as the business requires. Increased seasonal wages or an inadequate workforce could have an adverse impact on our results of operations.

         We are subject to litigation in the ordinary course of business because of the nature of our business.

        The safety of guests and employees is a major concern and focus for all managers and employees of the Company. By the nature of our activities, we are exposed to the risk that guests or employees may be involved in accidents during the use, operation or maintenance of ski lifts, rides and other resort facilities. As a result, we are, from time to time, subject to various asserted or unasserted legal proceedings and claims. Any such claims, regardless of merit, could be time-consuming and expensive to defend and could divert management's attention and resources. While we believe we have adequate insurance coverage and/or accrue for loss contingencies for all known matters that are probable and can be reasonably estimated, we cannot assure that the outcome of all current or future litigation will not have a material adverse effect on us and our results of operations.

         If we fail to manage future growth effectively, our business could be harmed.

        We have experienced, and expect to continue to experience, rapid growth. This growth has placed significant demands on our management, operational and financial infrastructure. To manage growth effectively, we must continue to improve and enhance our managerial, operational and financial controls, train and manage our employees, and expand our employee base. We must also manage new and existing relationships with vendors, business partners and other third parties. These activities will require significant expenditures and allocation of valuable management resources. If we fail to maintain the efficiency of our organization as we grow, our profit margins may decrease, and we may be unable to achieve our business objectives.

         A disruption in our water supply would impact our snowmaking capabilities and impact our operations.

        Our operations are heavily dependent upon our access to adequate supplies of water with which to make snow and otherwise conduct our operations. Our resorts in New Hampshire and Vermont are subject to state laws and regulations regarding our use of water. There can be no assurance that applicable laws and regulations will not change in a manner that could have an adverse effect on our operations, or that important permits, licenses, or agreements will not be canceled or will be renewed on terms as favorable as the current terms. Any failure to have access to adequate water supplies to support our current operations and anticipated expansion would have a material adverse effect on our financial condition and results of operations.

         Our lender has an option to purchase, or assume our leases relating to, certain of our ski resorts. If our lender exercises this option, we would incur significant tax obligations.

        On each of October 30, 2007 and November 19, 2012, we entered into Option Agreements with EPT Ski Properties, Inc., a subsidiary of our lender, EPR, pursuant to which EPT Ski Properties, Inc. has the option to (a) purchase Hidden Valley, Snow Creek, Brandywine, Boston Mills, Alpine Valley and the portion of Paoli Peaks that we own, at the prices set forth in the Option Agreements, and (b) assume our lease relating to the portion of Paoli Peaks that we lease. According to the terms of the Option Agreement, EPT Ski Properties, Inc. may exercise its option relating to one or more properties on or after April 11, 2011 until we satisfy our obligations under the Amended and Restated Credit and

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Security Agreement among certain of our subsidiaries and EPT Ski Properties, Inc., dated as of October 30, 2007, as amended. If EPT Ski Properties, Inc. exercises its option with respect to any of the properties, it is required under the Option Agreements to immediately lease or sublease such properties back to us on substantially the same terms as the existing financing or lease arrangements relating to the properties.

        In October 2014, we entered into a non-binding letter of intent with EPR providing for the prepayment of a portion of our outstanding debt. In exchange for such agreement, we have agreed to revise these purchase options, subject to the execution of definitive agreements expected to be finalized on or before October 30, 2014. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Recent Developments" for additional details relating to the option revisions.

        Over the years, we have depreciated the value of these properties pursuant to applicable accounting rules, and as such, we have a low adjusted tax basis in the properties. As a result, we will realize significant gains on the sale of the properties to EPT Ski Properties, Inc. if the option is exercised. We may be required to pay income taxes on the taxable gains from such sale, which we expect to be a substantial cost. As of the date of this Prospectus, EPT Ski Properties, Inc. has not exercised the option.

         Under certain circumstances, our insurance coverage may not cover all possible losses, and we may not be able to renew our insurance policies on favorable terms, or at all.

        Although we maintain various property and casualty insurance policies, our insurance policies do not cover all types of losses and liabilities and in some cases may not be sufficient to cover the ultimate cost of claims which exceed policy limits. If we are held liable for amounts exceeding the limits of our insurance coverage or for claims outside the scope of our coverage, our business, prospects, financial condition, results of operations and cash flows could be materially adversely affected.

        In addition, we may not be able to renew our current insurance policies on favorable terms, or at all. Our ability to obtain future insurance coverage at commercially reasonable rates could be materially adversely affected if we or other companies within or outside our industry sustain significant losses or make significant insurance claims.

         We are subject to risks associated with our workforce.

        We are subject to various federal and state laws governing matters such as minimum wage requirements, overtime compensation and other working conditions, discrimination and family and medical leave. In addition, we are continuing to assess the impact of U.S. federal healthcare reform law and regulations on our healthcare benefit costs, which will likely increase the amount of healthcare expenses paid by us. Immigration law reform could also impact our workforce because we recruit and hire foreign nationals as part of our seasonal workforce. If our labor-related expenses increase, our operating expenses could increase and our business, financial condition and results of operations could be harmed.

         We are structured as a holding company and have no assets other than the common stock of our subsidiaries.

        We are a holding company and we do not currently have any material assets other than the common stock we own in our direct and indirect subsidiaries. Our working capital needs are dependent, in part, upon the receipt of dividends and other distributions from our subsidiaries. Certain laws may restrict or limit such payments to us by our subsidiaries, in which case we may need to seek other sources of funding.

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         A natural disaster could damage our property and reduce the number of guests who visit our resorts.

        A severe natural disaster, such as a forest fire, flood or landslide, may interrupt our operations, damage our properties and reduce the number of guests who visit our resorts in affected areas. Damage to our properties could take a long time to repair and there is no guarantee that we would have adequate insurance to cover the costs of repair or the expense of the interruption to our business. Furthermore, such a disaster may interrupt or impede access to our affected properties or require evacuations and may cause visits to our affected properties to decrease for an indefinite period. The ability to attract visitors to our resorts is also influenced by the aesthetics and natural beauty of the outdoor environment where our resorts are located. A severe forest fire or other severe impacts from naturally occurring events could negatively impact the natural beauty of our resorts and have a long-term negative impact on our overall guest visitation as it would take several years for the environment to recover.

         We will not be required by Section 404 of the Sarbanes-Oxley Act to evaluate the effectiveness of our internal controls until the year following our first annual report and our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal controls while we qualify as an "emerging growth company." If we are unable to establish and maintain effective internal controls, our financial condition and operating results could be adversely affected.

        We are not currently required to comply with the SEC rules that implement Sections 302 and 404 of the Sarbanes-Oxley Act, and are therefore not required to make a formal assessment of the effectiveness of our internal controls over financial reporting for that purpose. Following effectiveness of the registration statement of which this Prospectus is a part, we will be required to comply with certain of these rules, which will require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting. Though we will be required to disclose changes made in our internal control and procedures on a quarterly basis, we will not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 until the year following our first annual report required to be filed with the SEC. Additionally, our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting until we are no longer an "emerging growth company" as defined in the JOBS Act. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating. Further, we may take advantage of other accounting and disclosure related exemptions afforded to "emerging growth companies" from time to time. If we are unable to establish and maintain effective internal controls, our financial condition and operating results could be adversely affected.

         Climate change and greenhouse effects may adversely impact our results of operations.

        There is a growing political and scientific consensus that emissions of greenhouse gases continue to alter the composition of the global atmosphere in ways that are affecting and are expected to continue affecting the global climate. The effects of climate change, including any impact of global warming, could have a material adverse effect on our results of operations.

        Warmer overall temperatures would likely adversely affect skier visits and our revenue and profits. As noted above, warm weather may result in inadequate natural snowfall and render snowmaking wholly or partially ineffective in maintaining quality skiing conditions. In addition, a steady increase in global temperatures could shorten the ski season in the future.

        Physical risks from climate change may also include an increase in changes to precipitation and extreme weather events in ways we cannot currently predict. Such changes to the amount of natural

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snowfall and extreme differences in weather patterns may increase our snowmaking expense, inhibit our snowmaking capabilities and negatively impact skier perceptions of the ski season.

Risks Related to this Offering and Ownership of Our Common Stock

         An active, liquid trading market for our common stock may not develop.

        Prior to this offering, there has not been a public market for our common stock. We cannot predict the extent to which investor interest in our Company will lead to the development of a trading market on the NASDAQ Global Market or otherwise or how active and liquid that market may become. If an active and liquid trading market does not develop, you may have difficulty selling any of our common stock that you purchase. The initial public offering price for the shares will be determined by negotiations between us and the underwriters and may not be indicative of prices that will prevail in the open market following this offering. The market price of our common stock may decline below the initial offering price, and you may not be able to sell your shares of our common stock at or above the price you paid in this offering, or at all.

         Our stock price may change significantly following the offering, and you could lose all or part of your investment as a result.

        We and the underwriters will negotiate to determine the initial public offering price. You may not be able to resell your shares at or above the initial public offering price or at all due to a number of factors such as those listed in "—Risks Related to the Company" and the following, some of which are beyond our control:

    quarterly variations in our results of operations;

    results of operations that vary from those of our competitors;

    changes in expectations as to our future financial performance, including financial estimates by securities analysts and investors;

    announcements by us, our competitors or our vendors of significant contracts, acquisitions, joint marketing relationships, joint ventures or capital commitments;

    announcements by third parties of significant claims or proceedings against us;

    future sales of our common stock; and

    changes in investor sentiment toward the stock of ski resort and recreational services companies in general.

        Furthermore, the stock market has experienced extreme volatility that in some cases has been unrelated or disproportionate to the operating performance of particular companies. These broad market and industry fluctuations may adversely affect the market price of our common stock, regardless of our actual operating performance.

        In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If we were involved in securities litigation, it could be a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation.

         Requirements associated with being a public company will increase our costs, as well as divert Company resources and management's attention, particularly after we are no longer an "emerging growth company," and may affect our ability to attract and retain qualified board members and executive officers.

        Prior to this offering, we have not been subject to the reporting requirements of the Exchange Act or the other rules and regulations of the SEC or any securities exchange relating to public companies.

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Upon becoming a public company, we will be required to comply with the SEC's rules implementing Section 302 of the Sarbanes-Oxley Act of 2002, which will require our management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting. We will not be required to make our first assessment of our internal control over financial reporting until the year following our first annual report required to be filed with the SEC. Our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting so long as we qualify as an emerging growth company.

        We are working with our legal, independent accounting, and financial advisors to identify those areas in which changes or enhancements should be made to our financial and management control systems to manage our growth and obligations as a public company. Some such areas include corporate governance, corporate control, internal audit, disclosure controls and procedures, and financial reporting and accounting systems. We have made, and will continue to make, changes in these and other areas. However, the expenses that will be required in order to prepare adequately for becoming a public company could be material.

        Compliance with the various reporting and other requirements applicable to public companies will also require considerable time and attention of management. We cannot predict or estimate the amount of the additional costs we may incur, the timing of such costs or the impact that our management's attention to these matters will have on our business. In addition, the changes we make may not be sufficient to satisfy our obligations as a public company on a timely basis or at all.

        In addition, being a public company could make it more difficult or more costly for us to obtain certain types of insurance, including directors' and officers' liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees and our executive team.

         Our principal stockholders may exert substantial influence over us and may exercise their control in a manner adverse to your interests.

        We expect that upon completion of this offering, Timothy D. Boyd, Stephen J. Mueller and Richard K. Deutsch, our three named executive officers, together with their family members, will own approximately    •    % of our outstanding common stock. As a result, these stockholders will be able to exercise a significant level of control over all matters requiring stockholder approval, including the election of directors, amendment of our amended and restated articles of incorporation and approval of significant corporate transactions. This ability could have the effect of delaying or preventing a change of control of the Company or changes in management and will make the approval of certain transactions difficult or impossible without the support of these stockholders. It is possible that these persons will exercise control over us in a manner adverse to your interests.

         We are an "emerging growth company" with reduced reporting requirements that may make our common stock less attractive to investors.

        We are an "emerging growth company," as defined in the JOBS Act, and may take advantage of certain exemptions from various reporting requirements that are applicable to public companies generally. As discussed above, for so long as we remain an emerging growth company, we may elect not to have our independent registered public accounting firm provide an attestation report on the effectiveness of our internal control over financial reporting, as would otherwise be required by Section 404(b) of the Sarbanes-Oxley Act. This may increase the risk that we fail to detect and remedy any weaknesses or deficiencies in our internal control over financial reporting.

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        In general, these reduced reporting requirements may allow us to refrain from disclosing information that you may find important. It is also possible that investors may generally find our common stock less attractive because of our status as an emerging growth company and our more limited disclosure. Any of the foregoing could adversely affect the price and liquidity of our common stock.

        We may take advantage of these disclosure exemptions until we are no longer an "emerging growth company." We could be an emerging growth company until the last day of the first fiscal year following the fifth anniversary of our first common equity offering, although circumstances could cause us to lose that status earlier if our annual revenues exceed $1.0 billion, if we issue more than $1.0 billion in non-convertible debt in any three-year period or if we become a "large accelerated filer" as defined in Rule 12b-2 under the Exchange Act.

         Future sales of our common stock may cause our stock price to decline.

        If our existing stockholders sell, or indicate an intention to sell, substantial amounts of our common stock in the public market following this offering, the market price of our common stock could decline. These sales might also make it more difficult for us to sell additional equity securities at a time and price that we deem appropriate. Based on    •     shares of common stock outstanding as of    •    , assuming the anticipated stock split, upon completion of this offering, we will have    •     shares of common stock outstanding. Of these outstanding shares, all of the shares of our common stock sold in this offering will be freely tradable in the public market, except for any shares held by our affiliates as defined in Rule 144 of the Securities Act.

        We, our directors and executive officers and substantially all of our stockholders have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any shares of our common stock or any securities convertible into, or exercisable or exchangeable for, shares of our common stock for a period of 180 days from the date of this Prospectus, which may be extended upon the occurrence of specified events, except with the prior written consent of FBR Capital Markets & Co., as representative of the underwriters. FBR Capital Markets & Co., in its sole discretion, may release any of the securities subject to these lock-up agreements at any time without notice.

        After the expiration of the lock-up agreements and other contractual restrictions that prohibit transfers for at least 180 days after the date of this Prospectus, up to     •    restricted securities may be sold into the public market in the future without registration under the Securities Act to the extent permitted under Rule 144. All of these restricted securities will be available for sale 180 days after the date of this Prospectus subject to volume or other limits under Rule 144.

        We also intend to register all    •     shares of common stock that we may issue under the Peak Resorts, Inc. 2014 Equity Incentive Plan that we intend to adopt concurrently with the completion of this offering. Once we register these shares, they can be freely sold in the public market upon issuance and once vested, subject to the 180-day lock-up periods under the lock-up agreements described above and in the "Underwriting" section of this Prospectus.

         If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our common stock, or if our operating results do not meet their expectations, our stock price and trading volume could decline.

        The trading market for our common stock may be influenced by the research and reports that securities or industry analysts publish about us or our business. Securities analysts may elect not to provide research coverage of our common stock. This lack of research coverage could adversely affect the price of our common stock. We do not have any control over these reports or analysts. If any of the analysts who cover our Company downgrades our stock, or if our operating results do not meet the analysts' expectations, our stock price could decline. Moreover, if any of these analysts ceases coverage

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of our Company or fails to publish regular reports on our business, we could lose visibility in the financial markets, which in turn could cause our stock price and trading volume to decline.

         You will experience immediate and substantial dilution in the book value of your common stock as a result of this offering.

        The initial public offering price of our common stock is considerably more than the pro forma, net tangible book value per share of our outstanding common stock. This reduction in the value of your equity is known as dilution. This dilution occurs in large part because our earlier investors paid substantially less than the initial public offering price when they purchased their shares. Investors purchasing common stock in this offering will incur immediate dilution of $    •    in pro forma, net tangible book value per share of common stock, based on the assumed initial public offering price of $    •    per share which is the midpoint of the price range listed on the front cover page of this Prospectus. In addition, following this offering, purchasers in the offering will have contributed    •    % of the total consideration paid by our stockholders to purchase shares of common stock. For a further description of the dilution that you will experience immediately after this offering, see the section of this Prospectus entitled "Dilution." In addition, if we raise funds by issuing additional securities, the newly-issued shares will further dilute your percentage ownership of our Company.

         Our management will have broad discretion over the proceeds we receive in this offering and might not apply the proceeds in ways that increase the value of your investment.

        Our management will have broad discretion to use our net proceeds from this offering, and you will be relying on their judgment regarding the application of these proceeds. Our management might not apply our net proceeds of this offering in ways that increase the value of your investment. We expect to use the net proceeds from this offering to repay existing debt and for general working capital purposes. You will not have the opportunity to influence our decisions on how to use our net proceeds from this offering.

         We have anti-takeover provisions in our organizational documents that may discourage a change of control.

        Certain provisions of our amended and restated articles of incorporation and amended and restated by-laws may have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by our stockholders.

        These provisions provide for, among other things:

    advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at our annual meetings;

    certain limitations on convening special stockholder meetings;

    the removal of directors only for cause by our board of directors or upon the affirmative vote of holders of at least 662/3% of the shares of common stock entitled to vote generally in the election of directors; and

    that the amended and restated by-laws may only be amended by our board of directors.

        These anti-takeover provisions could make it more difficult for a third party to acquire our Company, even if the third party's offer may be considered beneficial by many of our stockholders. As a result, our stockholders may be limited in their ability to obtain a premium for their shares.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This Prospectus contains "forward-looking statements" within the meaning of the federal securities laws. All statements other than statements of historical facts included in this Prospectus, including statements regarding our future financial position, economic performance, results of operations, business strategy, budgets, projected costs, plans and objectives of management for future operations, and the information referred to under "Management's Discussion and Analysis of Financial Condition and Results of Operations," are forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology, such as "may," "will," "expect," "intend," "estimate," "anticipate," "believe," "continue" or similar terminology, although not all forward-looking statements contain these words. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry, management's beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, you are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Although we believe that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. Unless otherwise required by law, we also disclaim any obligation to update our view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made in this Prospectus. Important factors that could cause actual results to differ materially from our expectations include, among others (including the factors described in the section entitled "Risk Factors" in this Prospectus):

    weather, including climate change;

    seasonality;

    competition with other indoor and outdoor winter leisure activities and ski resorts;

    the leases and permits for property underlying certain of our ski resorts;

    ability to integrate new acquisitions;

    environmental laws and regulations;

    our dependence on key personnel;

    funds for capital expenditures, including funds raised under the EB-5 program;

    the effect of declining revenues on margins;

    the future development and continued success of our Mount Snow ski resort;

    our reliance on information technology;

    our current dependence on a single lender and the lender's option to purchase certain of our ski resorts;

    our dependence on a seasonal workforce; and

    the securities markets.

        You should also refer to the section of this Prospectus entitled "Risk Factors" for a discussion of factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this Prospectus will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may prove to be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or

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warranty by us or any other person that we will achieve our objectives and plans in any specified time-frame, or at all.

        All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements. You should evaluate all forward-looking statements made in this Prospectus in the context of these risks and uncertainties.

        We caution you that the important factors referenced above may not contain all of the factors that are important to you.

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USE OF PROCEEDS

        We estimate that we will receive net proceeds of approximately $    •     million from the sale of     •    shares of our common stock in this offering, assuming an initial public offering price of $    •     per share, the mid-point of the estimated price range set forth on the cover page of this Prospectus, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. In October 2014, we entered into a non-binding letter of intent with EPR providing for the prepayment of a portion of our outstanding debt, as described below.

        More specifically, we intend to use approximately $42.9 million of the net proceeds from this offering for repayment of a portion of the outstanding debt relating to the development of our Mount Snow ski area. On April 4, 2007, we and our subsidiary Mount Snow, Ltd., as borrowers, entered into a promissory note in favor of EPT Mount Snow, Inc., as lender, in the amount of $25.0 million, which was later modified by the Modification Agreement dated as of April 1, 2010 to increase the amount of funds available under such loan to $41.0 million (the "Development Loan"). The outstanding balance under the Development Loan accrues interest at a rate of 10.00% annually and matures on April 1, 2016.

        We intend to use approximately $12.5 million of the net proceeds for repayment of a portion of the outstanding debt relating to our acquisition of the Attitash ski area. On April 4, 2007, we and our subsidiary, L.B.O. Holding, Inc., as borrowers, entered into a promissory note in favor of EPT Mount Attitash, Inc., as lender, in the amount of $15.7 million. As of July 31, 2014, the outstanding balance under this promissory note accrues interest at a rate of 10.93% and matures on April 3, 2027.

        We intend to use approximately $11.0 million of the net proceeds for repayment of a portion of the outstanding debt incurred principally to pay off debt secured by Crotched Mountain. On March 10, 2006, our subsidiary SNH Development, Inc., as borrower, entered into a promissory note in favor of EPT Crotched Mountain, Inc., as lender, in the amount of $8.0 million, which was amended on July13, 2012 to increase the funds available to approximately $11.0 million. As of July 31, 2014, the outstanding balance under this promissory note accrues interest at a rate of 10.27% and matures on March 10, 2027.

        We intend to use approximately $9.5 million of the net proceeds to repay a portion of the outstanding debt due pursuant to the Amended and Restated Credit and Security Agreement, dated as of October 30, 2007, among the Company and certain of its affiliates, as borrowers, and EPT Ski Properties, Inc., as lender. On October 30, 2007, the borrowers entered into a promissory note in favor of EPT Ski Properties, Inc. in the amount of $31.0 million, which was later modified to increase the amount available under the Amended and Restated Credit and Security Agreement to approximately $56.0 million. As of July 31, 2014, the outstanding balance under this promissory note accrues interest at a rate of 9.98% and is due on October 29, 2027.

        Pursuant to the terms of the non-binding letter of intent with EPR, we intend to use $5.0 million of the offering proceeds to pay a defeasance fee to EPR in connection with our debt prepayment. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Recent Developments" for additional details relating to the proposed restructuring.

        We intend to use approximately $0.4 million of the offering proceeds to acquire the portion of the land underlying Crotched Mountain that we lease.

        The remaining proceeds will be used for working capital and general corporate purposes.

        Pending these uses, we plan to invest the net proceeds in a variety of capital preservation instruments, including short-term, interest bearing investment grade securities. The goal with respect to the investment of these net proceeds is capital preservation and liquidity so that such funds are readily available.

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DIVIDEND POLICY

        We intend to pay quarterly cash dividends on our common stock at an initial quarterly rate of $    •    per share. We intend to pay the first dividend in    •    , which will include an amount on a pro-rated basis for the period from the effective date of this offering to    •    and, thereafter, to pay dividends on a quarterly basis. Based on our cash flow history and the savings on interest payments we will experience as a result of our application of the use of proceeds from this offering, we believe that we have a reasonable basis for setting the initial quarterly dividend rate at $    •    per share. Distributions treated as dividends that are received by individual holders of our common stock that are United States persons currently will be subject to a reduced maximum income tax rate of 20% if such dividends are treated as "qualified dividend income" for U.S. federal income tax purposes.

        We cannot assure you that this initial dividend rate will be sustained or that we will continue to pay dividends in the future. The declaration and payment of future dividends to holders of our common stock will be at the sole discretion of our board of directors and will depend on many factors, including our actual results of operations, financial condition, capital requirements, contractual restrictions, restrictions in our debt agreements, economic conditions and other factors that could differ materially from our current expectations. For example, one of our existing debt agreements prohibits us from paying dividends on our common stock if a potential or actual event of default exists under the terms of the agreement.

        Our historical results of operations, including cash flow, are not indicative of future financial performance. Our actual results of operations could differ significantly from our historical results of operations and will be affected by a number of factors, including weather during the ski season, our ability to compete with other ski areas and leisure activities, our ability to maintain leases and permits for certain of our ski areas, the success of future acquisitions, compliance with environmental regulations, renovations and other planned and unplanned capital expenditures and the performance of management. For more information regarding risk factors that could materially adversely affect our actual results of operations, please see "Risk Factors."

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CAPITALIZATION

        The following table sets forth our capitalization as of July 31, 2014 on an actual basis and on a pro forma basis to reflect the sale in this offering of    •     shares of common stock at an assumed initial offering price of $    •    per share, which is the midpoint of the range listed on the cover of this Prospectus, and no exercise of the underwriters' over-allotment option, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

        You should read the following table in conjunction with our consolidated financial statements and related notes, "Selected Historical Consolidated Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," included elsewhere in this Prospectus.

 
  As of July 31, 2014  
 
  Actual   Pro Forma
Offering(1)
 
 
  (Unaudited)
 
 
  (in thousands)
 

Cash and cash equivalents

  $ 5,996   $    

Restricted cash

    10,956        
           
           

Debt(2):

             

Current portion of long-term debt and capitalized lease obligations

  $ 1,021   $    

Long-term debt and capitalized lease obligations, less current portion

    174,706        
           

    175,727        
           

Stockholders' Equity(3)

             

Common Stock, $0.01 par value; 20,000,000 shares authorized, 39,824 shares issued, actual,            shares issued and outstanding, pro forma

         

Additional paid-in capital

    425      

Retained earnings

    (5,096 )    
           

    (4,671 )      
           

Total capitalization

  $ 171,056   $    
           
           

(1)
A $1.00 increase (decrease) in the assumed initial public offering price of $    •    per share would increase (decrease) cash and cash equivalents, additional paid-in-capital, total stockholders' equity and total capitalization by approximately $    •     million, assuming the number of shares offered by us, as set forth on the cover page of this Prospectus, remains the same and after deducting underwriter discounts and estimated offering expenses payable by us.

(2)
At the time of the closing, the Company intends to reduce long-term debt from $174.8 million to approximately $99.0 million by repaying certain of its outstanding borrowings with a portion of the offering proceeds. See "Use of Proceeds" and "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" for further discussion.

(3)
Pursuant to the amended and restated articles of incorporation, we have 20,000,000 shares of common stock authorized for issuance, par value $0.01 per share.

        The table above (i) does not give effect to an assumed    •    for    •    stock split which we intend to effect prior to the consummation of this offering and (ii) excludes    •     shares of common stock to be reserved for future issuance under our 2014 Equity Incentive Plan which we intend to adopt concurrently with the completion of this offering.

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DILUTION

        If you invest in our common stock, your investment will be diluted immediately to the extent of the difference between the public offering price per share of our common stock and the pro forma net tangible book value per share of our common stock after this offering. Our pro forma net tangible book value as of     •    was approximately $    •     million, or $    •    per share of common stock. Pro forma net tangible book value per share represents the amount of our total tangible assets, less our total liabilities, divided by the number of shares of common stock outstanding as of     •    after giving effect to an assumed    •    for    •    stock split as if it had occurred prior to July 31, 2014.

        Net tangible book value dilution per share to new investors represents the difference between the amount per share paid by purchasers of shares of common stock in this offering and the pro forma net tangible book value per share of common stock immediately after the completion of this offering. After giving effect to our sale of shares of common stock in this offering at the initial public offering price of $    •    per share, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of    •    would have been $    •     million, or $    •    per share. This represents an immediate increase in net tangible book value of $    •    per share to existing stockholders and an immediate dilution in net tangible book value of $    •    per share to investors purchasing common stock in this offering, as illustrated by the following table:

Initial public offering price per share

  $               

Pro forma net tangible book value per share prior to this offering as of •

  $               

Increase in net tangible book value per share attributable to this offering

  $               

Pro forma net tangible book value per share after this offering

  $               

Dilution in net tangible book value per share to new stockholders

  $               

        The following table summarizes, on the same pro forma basis as of    •    , the differences between the existing stockholders and the new stockholders in this offering with respect to the number of shares purchased from us, the total consideration paid, and the average price per share paid before deducting the underwriting discounts and commissions and estimated offering expenses payable by us. The calculations, with respect to shares purchased by new investors in this offering, reflect an assumed initial public offering price of $    •    per share, the midpoint of the price range set forth on the front cover page of this Prospectus.

 
  Shares Purchased   Total Consideration    
 
 
  Average Price Per Share  
 
  Number   Percent   Amount   Percent  
 
  (in thousands, except percentage and per share data)
 

Existing stockholders

  $                               % $                               % $               

New investors

                                                                                      
                         

Total

  $                               % $                               %                 
                         
                         

        The number of shares of common stock outstanding in the table above is based on the pro forma number of shares outstanding as of    •    which assumes no exercise of the underwriters' over-allotment option. If the underwriters' over-allotment option is exercised in full, the number of shares of common stock held by existing stockholders will be reduced to    •    % of the total number of shares of common stock to be outstanding after this offering, and the number of shares of common stock held by investors participating in this offering will be increased to    •     shares or    •    % of the total number of shares of common stock to be outstanding after this offering.

        The foregoing tables and calculations exclude, as of July 31, 2014,    •     shares of common stock to be reserved for future issuance under our 2014 Equity Incentive Plan which we intend to adopt concurrently with the completion of this offering.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

        The following tables set forth our selected historical consolidated financial data for the fiscal years ended April 30, 2014, 2013, 2012, 2011 and 2010. The selected historical financial data for the fiscal years ended April 30, 2014 and 2013 and the selected consolidated balance sheet data as of April 30, 2014 and 2013 has been derived from our audited consolidated financial statements included elsewhere in this Prospectus. The selected historical financial data for the fiscal periods ended April 30, 2012, 2011 and 2010 and the selected consolidated balance sheet data as of April 30, 2012, 2011 and 2010 has been derived from our audited consolidated financial statements not included in this Prospectus, which, in the opinion of management, include all adjustments, consisting only of usual recurring adjustments, necessary for fair presentation of such data.

        The following table should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the financial statements included elsewhere in this Prospectus.

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        The data presented in the table and footnotes below are in thousands, except for diluted net income per share attributed to Peak Resorts, Inc. and the revenue per skier visit amounts.

 
  Year Ended April 30,  
 
  2014   2013   2012   2011   2010  

Income Statement Information

                               

Revenues

  $ 105,205   $ 99,689   $ 82,044   $ 97,586   $ 89,846  

Operating expense(1)

    78,833     72,438     67,285     70,815     66,672  

Depreciation and amortization

    9,207     8,902     9,561     8,054     7,545  

Land and building rent

    1,464     1,428     1,679     1,948     1,858  

Settlement of lawsuit

    700                  

Interest expense, net

    17,307     12,733     11,465     11,338     11,370  

Gain on sale/leaseback

    333     333     333     333     333  

Gain on acquisition

                400      

Write off of incremental stock issuance cost

            1,168          

Investment income

    10     10     23     241     98  

(Loss) income before income taxes(2)

    (1,962 )   4,530     (8,757 )   6,404     2,833  

Net (loss) income(1)(3)

  $ (1,501 ) $ 2,707   $ (5,295 ) $ (4,006 ) $ 2,833  

Basic and diluted (loss) earnings per share(1)

  $ (37.70 ) $ 67.98   $ (132.97 ) $ (100.59 ) $ 71.14  

Pro Forma Tax Adjustment(2):

                               

Net income

  $   $   $   $ 3,858   $ 1,625  

Basic and diluted earnings per share

  $   $   $   $ 96.88   $ 40.80  

Other Financial Information (unaudited):

                               

Reported EBITDA(4)

  $ 25,366   $ 25,939   $ 13,031   $ 24,822   $ 21,317  

Capital expenditures

    10,028     14,900     21,817     19,116     6,009  

Other Data (unaudited):

                               

Operations:

                               

Skier visits(5)

    1,570     1,520     1,221     1,572     1,606  

Revenue per skier visit(6)

  $ 67.02   $ 65.53   $ 67.22   $ 62.06   $ 55.94  

Tube visits

    182     166     125     180     170  

Total visits

    1,752     1,686     1,346     1,752     1,776  

Other Balance Sheet Data:

                               

Cash and cash equivalents

  $ 13,186   $ 11,971   $ 6,179   $ 16,463   $ 19,508  

Restricted cash(7)

  $ 13,063   $ 12,141   $ 11,036   $ 11,271   $ 11,139  

Total assets

  $ 207,291   $ 202,546   $ 185,813   $ 180,521   $ 170,254  

Long-term debt and capitalized lease obligations (including long-term debt due within one year)

  $ 175,902   $ 172,322   $ 161,499   $ 144,058   $ 138,621  

Net debt(8)

  $ 162,716   $ 160,351   $ 155,330   $ 127,595   $ 119,113  

Total stockholders' equity

  $ 3,488   $ 4,990   $ 2,282   $ 7,578   $ 13,733  

(1)
Operating expenses before depreciation and amortization and land and building rent.

(2)
The Company was an S-corporation for federal and state income tax purposes until April 30, 2011 when it terminated its S-corporation election. As a result, we did not have a provision for income taxes for fiscal 2011. The Company revoked its S-corporation election effective April 30, 2011. In connection with the revocation, deferred income taxes were reinstated for the tax effect of temporary differences. Net income and basic and diluted earnings per share assuming a pro forma tax adjustment for the years ended April 30, 2011 and 2010 were $3,858 and $96.88, and $1,625 and $40.80, respectively.

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(3)
The deferred income taxes recorded by Mount Snow, Ltd. and L.B.O. Holding, Inc. were written off when they were approved as qualified S-corporations.

(4)
See footnote (1) to the table in the section of this Prospectus titled "Summary Consolidated Financial Information" for a definition of Reported EBITDA and reconciliation to operating income (loss).

(5)
A skier visit represents a person utilizing a ticket or pass to access a mountain resort for any part of one day and includes both paid and complimentary access and excludes tube visits.

(6)
Revenue per skier visit is calculated by dividing total revenue by total skier visits during the respective periods.

(7)
As of April 30 of each year, the end of our fiscal year, we are required to include in restricted cash interest due on our outstanding debt with EPR, our primary lender, and rent under the lease for the Mad River resort for the 10 months following April 30.

(8)
Net debt is defined as long-term debt and capital lease obligations plus long-term debt and capital lease obligations due within one year less cash and cash equivalents.

        The table above does not give effect to an assumed    •    for    •    stock split which we intend to effect prior to the consummation of this offering.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        The following Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the consolidated financial statements and notes related thereto included with this Prospectus. To the extent that the following Management's Discussion and Analysis contains statements which are not of a historical nature, such statements involve risks and uncertainties. These risks include, but are not limited to, those discussed in the "Risk Factors" section on page 18 of this Prospectus. The following discussion and analysis should be read in conjunction with the Forward-Looking Statements and the risk factors, each included in this Prospectus.

Overview

        We own or lease and operate 13 ski resorts throughout the Midwestern, Northeastern and Southeastern U.S. Our ski resorts, which include both day ski resorts and overnight drive ski resorts, offer snow skiing, snowboarding and other snow sports. During the last two ski seasons, we had an average of 1.7 million skier visits each year.

        We and our subsidiaries operate in a single business segment—resort operations. The consolidated financial data for our fiscal years ended April 30, 2014 and 2013 and three-month periods ended July 31, 2014 and 2013 presented in this Prospectus is comprised of the data of our 13 ski resorts. Also included in the financial information presented are ancillary services, primarily consisting of food and beverage services, equipment rental, ski instruction, hotel/lodging and retail.

        The opening and closing dates of our ski resorts are dependent upon weather conditions, but our peak ski season generally runs from early December to mid-April. The following tables illustrate the opening and closing dates for the 2009/2010 through 2013/2014 ski seasons for our 13 ski resorts:

Ski Resort
  2009/2010 Open Dates   2010/2011 Open Dates   2011/2012 Open Dates   2012/2013 Open Dates   2013/2014 Open Dates
Attitash   Dec 12 - Mar 28   Dec 11 - Apr 3   Nov 25 - Mar 25   Dec 7 - Apr 11   Dec 7 - Apr 6
Alpine Valley(1)         Dec 30 - Mar 3   Dec 28 - Mar 16
Big Boulder   Dec 6 - Apr 4   Nov 29 - Apr 10   Dec 11 - Mar 24   Nov 28 - Apr 20   Nov 14 - Apr 6
Boston Mills   Dec 12 - Mar 20   Dec 10 - Mar 14   Dec 17 - Mar 10   Dec 28 - Mar 10   Nov 29 - Mar 16
Brandywine   Dec 19 - Mar 20   Dec 11 - Mar 13   Dec 30 - Mar 4   Dec 29 - Mar 30   Dec 14 - Mar 16
Crotched Mountain   Dec 11 - Mar 28   Dec 4 - Apr 3   Dec 17 - Mar 18   Dec 1 - Apr 7   Nov 30 - Mar 30
Hidden Valley   Dec 12 - Mar 7   Dec 18 - Feb 27   Jan 4 - Feb 26   Dec 23 - Mar 17   Dec 14 - Mar 15
Jack Frost   Dec 12 - Mar 21   Dec 11 - Mar 13   Dec 17 - Mar 11   Dec 22 - Mar 31   Dec 7 - Mar 23
Mad River   Dec 11 - Mar 7   Dec 10 - Mar 6   Dec 17 - Mar 11   Dec 23 - Mar 17   Nov 30 - Mar 16
Mount Snow   Dec 7 - Apr 11   Nov 25 - Apr 16   Dec 10 - Mar 25   Nov 22 - Apr 21   Nov 15 - Apr 13
Paoli Peaks   Dec 12 - Mar 7   Dec 17 - Feb 27   Jan 3 - Mar 4   Dec 23 - Mar 10   Dec 14 - Mar 9
Snow Creek   Dec 12 - Mar 7   Dec 11 - Mar 6   Dec 17 - Mar 4   Dec 22 - Mar 17   Dec 14 - Mar 9
Wildcat Mountain   Dec 11 - Apr 19   Dec 11 - Apr 24   Dec 18 - Apr 15   Nov 22 - Apr 21   Nov 28 - Apr 27

(1)
Data for Alpine Valley is included for the 2012/2013 and 2013/2014 ski seasons only, as we acquired the ski resort in November 2012.

        We, like other day ski resort and overnight drive ski resort operators, earn our revenues in six principal categories. In order of their contribution, they are: lift tickets, food and beverage sales, equipment rentals, ski instruction, hotel/lodging, and retail. For more detailed information about each revenue category, see "Business—Revenue Components."

        Our single largest source of revenue is the sale of lift tickets (including season passes) which represented approximately 49.1% and 50.2% of net revenue for fiscal 2014 and 2013, respectively. Lift ticket revenue is driven by the volume of lift tickets and season passes sold and the pricing of these items. Most of our season pass products are sold before the start of the ski season. Season pass revenue, although collected prior to the ski season, is recognized in the consolidated statement of earnings (loss) over the ski season based upon the estimated length of the season. For the 2013/2014

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and 2012/2013 ski seasons, approximately 28.2% and 26.4%, respectively, of total lift revenue recognized was comprised of season pass revenue. There can be no assurance that future season pass sales will be similar to historical trends.

        The cost structure of our operations has a significant fixed component with variable expenses including, but not limited to, retail and food and beverage cost of sales, labor, power and utilities. As such, profit margins can fluctuate based on the level of revenues.

Seasonality and Quarterly Results

        Our resort operations are seasonal in nature. In particular, revenue and profits for our operations are substantially lower and historically result in losses from late spring to late fall, which occur during our first and second fiscal quarters. Revenue and profits generated by our summer operations are not sufficient to fully offset our off-season losses from our operations. During fiscal 2014, approximately 89.2% of resort revenues were recognized in the third and fourth fiscal quarters. Therefore, the operating results for any interim period are not necessarily indicative of the results that may be achieved for any subsequent quarter or for a full year.

Recent Trends

        The timing and duration of favorable weather conditions impacts our revenues in regard to the timing and number of skier visits. Though the amount of snowfall early in the ski season does encourage skier visits, all of our ski resorts have snowmaking capabilities in the event that the natural snowfall is insufficient. Cold weather, however, is essential to a successful ski season. The weather was favorable during the 2013/2014 ski season, but there is no way to predict favorable weather conditions in the future. We sell season passes prior to the start of the ski season to help mitigate any negative effects that unfavorable weather may have on our revenues.

        We have increased the prices of most of our lift tickets, passes and certain other products and services in each of the last two seasons. There can be no assurance that we will be able to increase prices in the future or predict the impact that pricing increases may have on visitation or revenue.

        We had one major capital project in fiscal 2014. At Alpine Valley in Ohio, we replaced the pump house and maintenance buildings, significantly improved our snowmaking capacity and improved our uphill capacity with the addition of two ski lifts.

        We had three major capital projects in fiscal 2013. At Crotched Mountain in New Hampshire, we replaced a fixed grip quad with a high speed detachable lift. In conjunction with the new lift, we added 25% more skiable terrain. At Brandywine in Ohio, we replaced the three-skier services buildings with a new 48,000 square foot lodge. At Hidden Valley in Missouri, we opened approximately 40% more skiable terrain, added a fixed grip quad chair lift and remodeled the interior of the main ski lodge.

        In October 2012, we purchased the outstanding common stock of Sycamore Lake, Inc. (doing business as Alpine Valley Ski Area in Cleveland, Ohio) for $2.6 million. This acquisition enables us to employ pricing strategies and cost synergies with our other two Cleveland resorts.

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Results of Operations

Summary

        Our operating results for fiscal 2014 and fiscal 2013 and the three months ended July 31, 2014 and 2013 are presented by category as follows (dollars and total visits in thousands):

 
  Three Months Ended July 31,   Year Ended April 30,  
 
  2014   2013   Percent
Increase
(Decrease)
2014/2013
  2014   2013   Percent
Increase
(Decrease)
2014/2013
 

Revenue:

                                     

Lift and tubing tickets

  $ 0   $ 0     0 % $ 51,672   $ 50,085     3.2 %

Food and beverage

    1,712     1,602     6.9 %   18,638     17,339     7.5 %

Equipment rental

    0     0     0 %   8,584     7,601     12.9 %

Ski instruction

    0     0     0 %   7,130     6,775     5.2 %

Hotel/lodging

    1,323     1,244     6.4 %   7,479     7,156     4.5 %

Retail

    160     118     35.6 %   4,811     4,536     6.1 %

Other

    2,401     2,056     16.8 %   6,891     6,196     11.2 %
                           

Total revenue

    5,596     5,020     11.5 %   105,205     99,689     5.5 %

Operating expense:

                                     

Labor and labor related expenses

    6,259     5,835     7.3 %   38,950     36,029     8.1 %

Retail and food and beverage cost of sales

    634     547     15.9 %   9,122     8,638     5.6 %

Power and utilities

    691     620     11.5 %   8,500     7,593     11.9 %

Real estate and other taxes

    477     488     (2.3 )%   1,651     1,817     (9.1 )%

Land and building rent

    357     347     2.9 %   1,464     1,428     2.5 %

General and administrative expense

    1,086     835     30.1 %   3,940     2,529     55.8 %

Other expense

    2,862     2,735     4.6 %   17,370     15,832     9.7 %
                           

Total operating expense prior to depreciation and amortization

    12,366     11,407     8.4 %   80,997     73,866     8.7 %
                           

Depreciation and amortization

    2,306     2,287     0.8 %   9,207     8,902     3.4 %
                           

Total operating expense

    14,672     13,694     7.1 %   90,204     82,768     8.1 %
                           

Operating income

  $ (9,076 ) $ (8,674 )   4.6 % $ 15,001   $ 16,921     (7.2 )%
                           
                           

Total reported EBITDA

  $ (6,445 ) $ (6,347 )   6.6 % $ 25,366   $ 25,939     2.2 %
                           
                           

Total visits

    N/A     N/A     N/A     1,752     1,686     3.9 %
                           
                           

        We have chosen to specifically include Reported EBITDA (defined as net income before interest, income taxes, depreciation and amortization, gain on sale leaseback, investment income, other income or expense and other non-recurring items) as a measurement of our results of operations because we consider this measurement to be a significant indication of our financial performance and available capital resources. Reported EBITDA is not a measure of financial performance under GAAP. We provide a reconciliation of Reported EBITDA to net income, the most directly comparable GAAP measurement, below.

        Management considers Reported EBITDA to be a significant indication of our financial performance and available capital resources. Because of large depreciation and other charges relating to our ski resorts, it is difficult for management to fully and accurately evaluate our financial results and available capital resources using net income. Management believes that by providing investors with Reported EBITDA, investors will have a clearer understanding of our financial performance and cash

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flow because Reported EBITDA: (i) is widely used in the ski industry to measure a company's operating performance without regard to items excluded from the calculation of such measure, which can vary by company primarily based upon the structure or existence of their financing; (ii) helps investors to more meaningfully evaluate and compare the results of our operations from period to period by removing the effect of our capital structure and asset base from our operating structure; and (iii) is used by our management for various purposes, including as a measure of performance of our operating entities and as a basis for planning.

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

        The following table includes a reconciliation of Reported EBITDA to net income (loss) (in thousands):

 
  Three Months
Ended July 31,
  Year Ended April 30,  
 
  2014   2013   2014   2013  

Net (loss) income

  $ (8,160 ) $ (7,880 ) $ (1,501 ) $ 2,707  

Income tax (benefit) provision

    (5,172 )   (4,981 )   (461 )   1,823  

Interest expense, net

    4,342     4,274     17,307     12,733  

Depreciation and amortization

    2,306     2,287     9,207     8,902  

Investment income

    (3 )   (4 )   (10 )   (10 )

Gain on sale/leaseback

    (83 )   (83 )   (333 )   (333 )

Non-routine legal fees and settlement of lawsuit

    325     40     1,157     117  
                   

Reported EBITDA

  $ (6,445 ) $ (6,347 ) $ 25,366   $ 25,939  
                   
                   

        As discussed in the "Use of Proceeds" section of this Prospectus, we intend to use the proceeds from this offering as follows: (i) approximately $75.8 million to repay a portion of our outstanding debt; (ii) approximately $0.4 million to acquire the portion of the land underlying Crotched Mountain that we currently lease; and (iii) $5.0 million to pay a defeasance fee to EPR in connection with the prepayment of a portion of our debt. Assuming that this offering occurred on May 1, 2013, the first day of fiscal 2014, the pro forma impact of the debt repayment would increase net income by approximately $4.7 million as a result of a $7.7 million savings on interest payments relating to the debt being prepaid and rent expense related to the portion of Crotched Mountain that we currently lease, net of income taxes due on the additional income at a rate of 39.0%.

Three Months Ended July 31, 2014 Compared to the Three Months Ended July 31, 2013

        Food and beverage revenue increased $0.11 million, or 6.9%, for the first three months of fiscal 2015 compared to the same period in fiscal 2014. The increase is a result of higher food and beverage sales at Mount Snow of $0.15 million attributable to the Tough Mudder event held at Mount Snow during the first quarter of fiscal 2015, as well as increased sales at Big Boulder of $0.07 million, offset by a decrease of $0.11 million in sales at Attitash.

        Hotel/lodging revenue increased $.08 million, or 6.4%, for the first three months of fiscal 2015 compared to the same period of fiscal 2014 because of an increase in revenue at Mount Snow of $0.15 million from the Tough Mudder event, offset by a decrease of $0.07 million at Attitash as a result of decreased occupancy due to fewer group bookings.

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        Other income increased $0.35 million for the first three months of fiscal 2015 compared to the same period of fiscal 2014 attributable to the Tough Mudder event at Mount Snow which increased sales by $0.14 million, an increase in sales at Big Boulder of $0.16 million from the lease of the Boulder Lake Club in fiscal 2015 and an increase of summer revenue at Boston Mills of $0.03 million and Wildcat of $0.02 million.

        Labor and labor related expenses increased $0.4 million, or 7.3%, for the first three months of fiscal 2015compared to the same period of fiscal 2014 because of a $0.3 million increase in labor as a result of compensation increases for full time employees implemented after the first quarter of fiscal 2014 and the Tough Mudder event at Mount Snow. In addition, workers' compensation expense increased $0.1 million because of an increase in rates.

        Retail and food and beverage cost of sales increased $0.09 million, or 15.9%, as a result of increased retail and food and beverage revenue and an increase in the cost complement at Mount Snow.

        Power and utilities increased $0.07 million, or 11.2%, for the first three months of fiscal 2015 versus the same period of fiscal 2014 as a result of increased utility rates.

        General and administrative expense increased $0.25 million, or 30.1%, for the first three months of fiscal 2015 versus the same period of fiscal 2014 primarily due to an increase in legal fees related to litigation settled in the second quarter of fiscal 2015. The charge related to the ultimate settlement of this litigation was recognized in the consolidated financial statements for the year ended April 30, 2014.

        Other expense increased $0.13 million, or 4.6%, for the first three months of fiscal 2015 compared to the same period of fiscal 2014 resulting from a $0.09 increase in legal fees related to litigation settled in the second quarter of fiscal 2015. The settlement of this litigation was recognized in the second quarter of fiscal 2015. In addition, $0.04 million of the increase in other expense was due to increased repairs and maintenance expense at Jack Frost and Big Boulder.

Other Income and Expenses

        The following table illustrates our other income and expenses during each of the three-month periods ended July 31, 2014 (in thousands):

 
  Three Months
Ended July 31,
   
 
 
  Increase
(Decrease)
2014/2013
 
 
  2014   2013  

Other income:

                   

Investment income

  $ 3   $ 4   $ (1 )

Gain on sale/leaseback

    83     83      

Other expenses:

                   

Depreciation and amortization

    2,306     2,287     19  

Interest expense, net

    4,342     4,274     68  

Income tax benefit

    (5,152 )   (4,981 )   (171 )

        In addition to operating results, the following material items contributed to our overall financial performance:

        Interest expense, net.    The increase in interest expense, net of $0.7 million, was a result of an increase in interest rates for the first three months of fiscal 2015 as compared to the same period of fiscal 2014.

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        Income tax benefit.    The income tax benefit increased $0.2 million as a result of an increase in the loss before income tax benefit of $0.5 million for the first three months of fiscal 2015 as compared to the same period of fiscal 2014.

Fiscal 2014 Compared to Fiscal 2013

        Lift and tubing revenue increased $1.6 million, or 3.2%, for fiscal 2014 compared to fiscal 2013. Total visits for fiscal 2014 increased 3.9% compared to fiscal 2013, which was primarily due to favorable weather conditions. Season pass sales increased $1.3 million, or 10.1%, from fiscal 2013 to fiscal 2014. The increase in revenue from increased skier visits and the increase in season pass sales was offset by a decrease of $0.6 million in yield per skier visit. Yield is determined by dividing lift revenue by skier visits.

        Food and beverage revenue increased $1.3 million, or 7.5%, for fiscal 2014 compared to fiscal 2013, which is attributable to increased skier visits and an increase in yield per skier visit of $0.6 million.

        Rental revenue increased $1.0 million, or 12.9%, for fiscal 2014 compared to fiscal 2013, which is attributable to increased skier visits and an increase in yield per skier visit of $0.7 million.

        Ski instruction revenue increased $0.4 million, or 5.2%, for fiscal 2014 compared to fiscal 2013, which is attributable to increased skier visits and an increase in yield per skier visit of $0.1 million.

        Hotel and lodging revenue increased $0.3 million, or 4.5%, for fiscal 2014 compared to fiscal 2013, which is attributable to increased skier visits and increased summer occupancy.

        Retail revenue increased $0.3 million, or 6.1%, for fiscal 2014 compared to fiscal 2013, which is attributable to increased skier visits and by an increase in yield per skier visit of $0.1 million.

        Labor and related benefit expense increased by $2.9 million, or 8.1%, for fiscal 2014 compared to fiscal 2013. Fiscal 2014 was a good weather year and several of our resorts opened earlier than normal. On average, our resorts were open 106.2 days in fiscal 2014 as compared to 98.5 days in fiscal 2013.

        Retail and food and beverage cost of sales increased by $0.5 million, or 5.6%, for fiscal 2014 as compared to fiscal 2013, as a result of increased skier visits, which was offset by a decrease in cost of sales as related to related revenues of 0.6%.

        Power and utility expense for fiscal 2014 increased by $0.9 million, or 11.9%, as compared to fiscal 2013 due to a longer season at our ski resorts in fiscal 2014 and increased power rates.

        Real estate and other taxes decreased by $0.2 million, or 9.1%, for fiscal 2014 compared to fiscal 2013. The decrease is due to favorable adjustments.

        Depreciation and amortization increased $0.3 million in fiscal 2014 as compared to fiscal 2013, $0.2 million of which was due to an entire year of depreciation of the Alpine Valley resort and $0.1 million of which was due to assets acquired in the other resorts.

        General and administrative expense for fiscal 2014 increased by $1.4 million, or 55.8%, as compared to fiscal 2013, primarily because of increased legal and professional fees of $0.5 million and the settlement of a lawsuit of $0.7 million.

        Other expense increased by $1.5 million, or 9.7%, for fiscal 2014 compared to fiscal 2013, of which $0.2 million is attributable to an increase in advertising spending, $0.2 million is due to an increase in professional fees, $0.4 million is attributable to an increase in repairs and maintenance, $0.1 million is attributable to an increase in general liability insurance related to the increase in revenue, $0.4 million is attributable to increased spending for supplies and $0.2 million is attributable to an increase in uniform costs.

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Other Income and Expenses

        The following table illustrates our other income and expenses during the two-year period ended April 30, 2014 (in thousands):

 
  Year Ended April 30,    
 
 
  Increase
(Decrease)
2014/2013
 
 
  2014   2013  

Other income:

                   

Investment income

  $ 10   $ 10   $ 0  

Other expenses:

                   

Interest expense, net

    17,307     12,733     4,574  

Income tax expense (benefit)

    (461 )   1,823     (2,284 )

        In addition to operating results, the following material items contribute to our overall financial performance:

        Interest expense, net.    Interest expense increased by $4.6 million in fiscal 2014 as compared to fiscal 2013, of which $3.3 million is a result of a decrease in capitalized interest, $0.8 million is due to increased borrowings and $0.2 million is due to interest rate increases.

        Income tax provision.    The Income tax provision for fiscal 2014 and 2013 was based on income (loss) before income tax. The change is a result of the change from net income in fiscal 2013 to net loss in fiscal 2014 and the impact of permanent items.

Liquidity and Capital Resources

    Significant Sources of Cash

        Our available cash is the highest in our fourth quarter primarily due to the seasonality of our resort business. We had $6.0 million of cash and cash equivalents at July 31, 2014 compared to $13.2 million at April 30, 2014. We used $9.2 million of cash in operating activities during the three months ended July 31, 2014 compared to $5.7 million of cash used in the three months ended July 31, 2013. We generate the majority of our cash from operations during the ski season, which occurs in our third and fourth quarters. We currently anticipate that Reported EBITDA will continue to provide a significant source of our future operating cash flows.

        In addition to our $6.0 million of cash and cash equivalents at July 31, 2014, we have available $10.2 million under various loan agreements to fund expansion and capital expenditures at our ski resorts. We expect that our liquidity needs for the near term and the next fiscal year will be met by continued use of operating cash flows (primarily those generated in our third and fourth fiscal quarters) and additional borrowings under our loan arrangements, as needed.

        Long-term debt at July 31, 2014 and April 30, 2014 consisted of borrowings pursuant to the loans and other credit facilities with EPR, our primary lender, discussed below. In October 2014, we entered into a non-binding letter of intent with EPR providing for the prepayment of a portion of our outstanding debt. We have presented in the table below the borrowings at July 31, 2014 and April 30, 2014, as well as the pro forma balances of these borrowings following the proposed repayment of

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certain of the debt out of the offering proceeds. See "Use of Proceeds" and "—Recent Developments" for additional details relating to the proposed restructuring.

 
  (in thousands)  
 
  July 31,
2014
  April 30,
2014
  Pro Forma
Balance
at Closing
 

Attitash/Mount Snow Debt, payable in monthly interest-only payments at an increasing interest rate (10.93% at July 31, 2014 and April 30, 2014), remaining principal and interest due on April 3, 2027

  $ 63,500   $ 63,500   $ 51,050  

Mount Snow Development Debt, payable in monthly interest-only payments at 10.00%, remaining principal and interest due on April 1, 2016

    42,907     42,907     0  

Credit Facility Debt, payable in monthly interest-only payments at an increasing interest rate (9.98% at July 31, 2014 and April 30, 2014), remaining principal and interest due on October 29, 2027

    47,029     47,029     37,562  

Crotched Mountain Debt, payable in monthly interest-only payments at an increasing interest rate (10.27% at July 31, 2014 and April 30, 2014), remaining principal and interest due on March 10, 2027

    10,972     10,972     0  

Sycamore Lake (Alpine Valley) Debt, payable in monthly interest-only payments at an increasing interest rate (10.20% at July 31, 2014 and April 30, 2014) remaining principal and interest due on December 19, 2032

    4,550     4,550     4,550  

Wildcat Mountain Debt, payable in monthly installments of $27,300, including interest at a rate of 4.00%, with remaining principal and interest due on December 22, 2020

    3,919     3,962     3,919  

Other debt

    2,204     2,311     2,204  
               

    175,081     175,230     99,285  

Less: current maturities

    550     579     550  
               

  $ 174,531   $ 174,652   $ 98,735  
               
               

        The Attitash/Mount Snow Debt due April 3, 2027 in the foregoing table represents amounts borrowed by the Company as follows:

    $15.7 million borrowed pursuant to a Loan Agreement entered into by and between the Company, as borrower, and EPT Mount Attitash, Inc., as lender, dated as of April 4, 2007, as evidenced by a promissory note in the amount of $15.7 million dated as of April 4, 2007 and modified on October 30, 2007 (collectively, the "Attitash Loan Documents"); and

    $59.0 million borrowed pursuant to a Loan Agreement entered into by and between the Company, as borrower, and EPT Mount Snow, Inc., as lender, dated as of April 4, 2007, as modified by the First Modification Agreement by and between such parties, dated as of June 30, 2009 (the "Mount Snow First Modification Agreement"), as evidenced by an amended and restated promissory note in the amount of $59.0 million, dated as of June 30, 2009 (collectively, the "Mount Snow Loan Documents").

        The Company entered into the Attitash Loan Documents and Mount Snow Loan Documents in connection with the 2007 acquisitions of Attitash and Mount Snow. In addition to the funds borrowed on the date of the acquisitions, the Attitash Loan Documents and the Mount Snow Loan Documents provided for $25.0 million of additional borrowing capacity as of the date of the acquisitions to be drawn to fund improvements and capital expenditures at Attitash and Mount Snow, subject to the approval of the lender. At July 31, 2014, $10.0 million remained to fund approved capital expenditures and improvements in future years.

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        The $59.0 million borrowed pursuant to the Mount Snow Loan Documents includes $1.2 million of additional funds available under the Mount Snow First Modification Agreement to be used for purposes stipulated by such agreement or other purposes as approved by the lender. No borrowings have been made under this arrangement.

        Commencing April 1, 2008 and each April 1st thereafter, the interest rates relating to the debt outstanding under the Attitash Loan Documents and Mount Snow Loan Documents will increase from the prior interest rate measurement date by the lesser of three times the percentage increase in the Consumer Price Index ("CPI") or a factor of 1.015 (the "Capped CPI Index") unless specified debt service coverage ratios are maintained for a period of two consecutive years. If the target debt service coverage ratios are attained and maintained, the interest rate will be 100 basis points lower than it otherwise would have been. For the three months ended July 31, 2014 and the year ended April 30, 2014, we have not attained the specified debt service coverage ratios, and therefore, our interest rates have increased. We continue to work on meeting these ratios in order to stabilize interest rates in the future. The target debt service coverage ratio for the current fiscal year and each of the fiscal years ended April 30, 2014 and 2013 is 2.0 to 1.0 under both the Mount Snow Loan Documents and the Attitash Loan Documents. The Company's actual debt service coverage ratio for each of the last two fiscal years was as follows:

 
  Actual Debt Service
Coverage Ratios for the
Fiscal Years Ended
April 30,
 
  2014   2013

Mount Snow Loan Documents

  1.6 to 1.0   1.9 to 1.0

Attitash Loan Documents

  1.6 to 1.0   2.0 to 1.0

        The Capped CPI Index is an embedded derivative, but the Company has concluded that the derivative does not require bifurcation and separate presentation at fair value because the Capped CPI Index was determined to be clearly and closely related to the debt instrument.

        The Attitash Loan Documents and the Mount Snow Loan Documents provide for additional interest payments under certain circumstances. Specifically, if the gross receipts of the respective property during any fiscal year exceed an amount determined by dividing the amount of interest otherwise due during that period by 12%, an additional interest payment equal to 12% of such excess is required. Similar to the minimum required interest payments as described above, the parties have agreed that if specific target debt service coverage ratios are achieved for two consecutive years and are maintained, the interest rate used in determining both the amount of the excess gross receipts and the rate applied thereto would be reduced to 11%. No additional interest payments were due for the three months ended July 31, 2014 or for each of the years ended April 30, 2014 or 2013.

        The Mount Snow Development Debt due April 1, 2016 represents obligations incurred to provide financing for the acquisition of land at Mount Snow that is in development stages. On April 4, 2007, the Company and Mount Snow, Ltd., as borrowers, entered into a promissory note in favor of EPT Mount Snow, Inc., as lender, in the amount of $25.0 million, which was later modified by (i) the Modification Agreement dated as of April 1, 2010 to increase the amount of funds available to $41.0 million, (ii) the Second Modification Agreement dated as of July 13, 2012 to change the maturity date to April 1, 2013, and (iii) the Third Modification Agreement dated as of April 1, 2013 to change the maturity date to April 1, 2016 and to acknowledge the outstanding principal and interest owing under the promissory note as of April 1, 2013 (approximately $42.9 million) (collectively, the "Mount Snow Development Loan Documents"). The outstanding balance under the Mount Snow Development Loan Documents has an annual interest rate of 10.00%. Principal payments are required to be made from all proceeds from any sale of development land at Mount Snow with any remaining principal due at maturity.

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        The Credit Facility Debt due October 29, 2027 represents amounts due pursuant to the Amended and Restated Credit and Security Agreement, dated as of October 30, 2007, among the Company and certain of its affiliates, as borrowers, and EPT Ski Properties, Inc., as lender (the "Credit Facility Agreement"), as modified by the terms of the Loan Agreement among the parties dated July 13, 2012. In connection with entry into the Credit Facility Agreement, the borrowers executed an amended and restated promissory note, dated as of October 30, 2007, in the amount of $31.0 million, which was later modified by (i) a second amended and restated promissory note, dated as of August 5, 2008, which increased the amount of funds available to $41.0 million, (ii) a third amended and restated promissory note, dated as of December 15, 2011, which increased the amount available to $50.0 million, (iii) a fourth amended and restated promissory note, dated as of May 14, 2012, which increased the amount available to approximately $53.0 million, and (v) a fifth amended and restated promissory note, dated as of July 13, 2012, which increased the amount available to approximately $56.0 million (collectively with the Credit Facility Agreement, the "Credit Facility Documents"). At July 31, 2014, approximately $9.0 million remained available under the Credit Facility Documents for approved capital expenditures. The interest rate for borrowings under the Credit Facility Documents increases each October 1 during the term of the Credit Facility Documents, such increase to be the lesser of two times the increase in the CPI or Capped CPI Index.

        The Crotched Mountain Debt due March 10, 2027 noted in the table above represents amounts due to EPT Crotched Mountain, Inc. pursuant to a promissory note made by SNH Development, Inc., the Company's wholly owned subsidiary. The promissory note, dated as of March 10, 2006 (the "Crotched Mountain Note"), was made in the principal amount of $8.0 million, the proceeds of which were used to pay off all outstanding debt secured by our Crotched Mountain ski resort and for general working capital purposes. The Crotched Mountain Note was amended on July 13, 2012 to increase the funds available to approximately $11.0 million. The interest rate applicable to the outstanding debt under the Crotched Mountain Note increases each April 1 during the term of the Crotched Mountain Note, such increase to be the lesser of the rate of interest in the previous year multiplied by the Capped CPI Index or the sum of the rate of interest in the previous year plus the product of (x) the rate of interest in the previous year and (y) the percentage increase in the CPI from the CPI in effect on April 1 of the current year over the CPI in effect on the April 1 of the immediately preceding year.

        The Sycamore Lake (Alpine Valley) Debt due December 19, 2032 represents amounts due to EPT Ski Properties, Inc. pursuant to the Loan Agreement between Sycamore Lake, Inc. and EPT Ski Properties, Inc., dated as of November 19, 2012, as modified by the First Amendment to Loan Agreement dated July 26, 2013. On November 19, 2012, Sycamore Lake entered into a promissory note in favor of EPT Ski Properties, Inc. (the "Sycamore Lake (Alpine Valley) Note") in the principal amount of approximately $5.1 million, the proceeds of which were used to acquire the outstanding stock of Sycamore Lake, Inc. and to finance the expansion of the Alpine Valley ski resort. The interest rate applicable to the outstanding debt under the Sycamore Lake (Alpine Valley) Note increases each December 19 during the term of the Sycamore Lake (Alpine Valley) Note, such increase to be the lesser of the rate of interest in the previous year multiplied by the Capped CPI Index or three times the percentage increase in the CPI from the CPI in effect on December 19 of the current year over the CPI in effect on December 19 of the immediately preceding year.

        The Wildcat Mountain Debt due December 22, 2020 represents amounts owed pursuant to a promissory note in the principal amount of $4.5 million made by WC Acquisition Corp. in favor of Wildcat Mountain Ski Area, Inc., Meadow Green—Wildcat Skilift Corp. and Meadow Green—Wildcat Corp., (the "Wildcat Note"). The Wildcat Note, dated November 22, 2010, was made in connection with the acquisition of Wildcat Mountain, which was effective as of October 20, 2010. The interest rate as set forth in the Wildcat Note is fixed at 4.00%.

        Substantially all of the Company's assets serve as collateral for our long-term debt.

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    Recent Developments

        In October 2014, the Company entered into a non-binding letter of intent with EPR Properties ("EPR"), our primary lender, providing for the prepayment of certain notes which do not grant the Company an option of prepayment under their current terms. Specifically, EPR has agreed to enter into an agreement with the Company to allow the Company to prepay approximately $75.8 in debt secured by the Attitash, Crotched Mountain, Paoli Peaks, Hidden Valley and Snow Creek properties and retire one of the notes associated with the future development of Mount Snow. Upon receipt of such amount, EPR will release the personal guarantees of Messrs. Boyd, Mueller and Deutsch with respect to all obligations of the Company to EPR. EPR's agreement is subject to the Company's receipt of net proceeds from this offering sufficient to pre-pay the Mount Snow Development Debt, with additional proceeds used to pre-pay other notes and mortgages in the following order: Attitash, Crotched Mountain, Snow Creek, Paoli Peaks and Hidden Valley.

        In exchange for such agreement, the Company has agreed to pay to EPR a defeasance fee of $5.0 million and to provide that the current purchase option of EPR on the Boston Mills, Brandywine, Jack Frost, Big Boulder and Alpine Valley properties will be exercisable on the maturity date of the notes and mortgages for such properties by the delivery of written notice by EPR to the Company at least one (1) year prior to such maturity date and upon payment of a purchase price for each such property calculated by multiplying the previous fiscal year's EBITDAR applicable to such property by fifty percent (50%) and dividing the product by the applicable initial interest rate, with a minimum purchase price of not less than the outstanding balance of the applicable loan on the closing date. Upon the closing of the sale under the option, EPR will enter into a market rate agreement with the Company or one of its subsidiaries for the lease of each such acquired property for an initial term of 20 years, plus options to extend the lease for two additional periods of 10 years each. All current option agreements between the Company and/or its subsidiaries and EPR shall be terminated. In addition, the Company has agreed to extend the maturity dates on all non-prepayable notes and mortgages secured by the Mount Snow, Boston Mills, Brandywine, Jack Frost, Big Boulder and Alpine Valley properties remaining after the closing of this offering by seven years to a period of 20 years from the date of restructuring and to extend the lease for the Mad River property, currently terminating in 2026, for a period of 20 years from the date of restructuring. The Company and EPR expect to enter into definitive agreements pertaining to the proposed transactions on or before October 30, 2014.

        According to the terms of the non-binding letter of intent with EPR, we intend to use approximately $42.9 million of the net proceeds from this offering to repay a portion of the outstanding debt relating to the development of our Mount Snow ski area, approximately $12.5 million of the net proceeds to repay a portion of the outstanding debt under the Attitash Loan Documents relating to our acquisition of the Attitash ski area, approximately $11.0 million to repay a portion of the outstanding balance under the Crotched Mountain Note principally relating to the payment of debt secured by Crotched Mountain, and approximately $9.5 million to repay a portion of the outstanding debt due pursuant to the Credit Facility Agreement.

    Three Months Ended July 31, 2014 Compared to the Three Months Ended July 31, 2013

        We used $9.2 million of cash from operating activities in the first three months of fiscal 2015, an increase of $3.5 million when compared to the $5.7 million used in the first three months of fiscal 2014. The decrease in operating cash flows was a result of an increase in the loss from operations, offset by a decrease in unearned revenue as a result of a change in a season pass deadline from June 1, 2014 to April 30,2014.

        Cash provided by investing activities decreased by $1.0 million from the first three months of fiscal 2015 compared to the same period of fiscal 2014. The decrease was a result of increased additions to property and equipment, offset by a decrease in restricted cash.

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        Cash provided by financing activities increased by $3.1 million from the first three months of fiscal 2015 compared to the same period of fiscal 2014 because of the EB-5 funds held in escrow. See "—Significant Uses of Cash."

    Fiscal 2014 Compared to Fiscal 2013

        We generated $10 million of cash from operating activities in fiscal 2014, a decrease of $4.1 million when compared to the cash provided by operations of $14.1 million in fiscal 2013. The decrease in operating cash flows was primarily a result of increased cost of operations in fiscal 2014 compared to fiscal 2013 and an increase in unearned revenue as of April 30, 2014 primarily as a result of the change in season pass deadline at Mount Snow to April 30 in fiscal 2014 versus June 1 in fiscal 2013.

        Cash used in investing activities increased by $0.2 million in fiscal 2014 compared to fiscal 2013 due to an increase in property and equipment.

    Significant Uses of Cash

        Our cash uses currently include operating expenditures and capital expenditures for assets to be used in operations. We have historically invested significant cash in capital expenditures for our resort operations and expect to continue to invest in the future. Significant investments made in fiscal 2014 and fiscal 2013 for improvements at Alpine Valley, Crotched Mountain, Brandywine and Hidden Valley are not of a recurring nature. Current capital expenditure levels will primarily include investments that allow us to maintain our high quality standards, as well as certain incremental discretionary improvements at our resorts. Resort capital expenditures for fiscal 2014 were approximately $10 million. We currently anticipate we will spend approximately $8.0 million to $10.0 million on resort capital expenditures for fiscal 2015. Major capital expenditure projects for fiscal 2015 include: the installation of a Zip Rider at Attitash at a cost of approximately $1.8 million; installation of snowmaking equipment and making snowmaking infrastructure improvements at Wildcat Mountain at a cost of approximately $1.1 million; and installation of snowmaking equipment at Attitash and Mount Snow at a cost of approximately $0.6 million. We currently plan to use cash on hand, available borrowings under our loan arrangements and/or cash flow generated from future operations to provide the cash necessary to execute our capital plans and believe that these sources of cash will be adequate to meet our needs.

        In October 2014, the Company entered into a capital lease to finance the construction of the Zip Rider at Attitash. The lease is payable in 60 monthly payments of $38,800, commencing November 2014. The Company has a $1.00 purchase option at the end of the lease term. Messrs. Boyd, Mueller and Deutsch have personally guaranteed the lease.

        Although we have no significant third party commitments currently outstanding, we may incur substantial costs for our ongoing Mount Snow development, subject to obtaining required permits and approvals. We plan to finance any future development activity through operating cash reserves, initial condominium deposits and bridge loans, which would be paid upon project completion mostly through the receipt of remaining committed condominium unit sales. We intend to fund our Mount Snow development by raising funds under the Immigrant Investor Program administered by the U.S. Citizenship and Immigration Services ("USCIS") pursuant to the Immigration and Nationality Act. This program was created to stimulate the U.S. economy through the creation of jobs and capital investments in U.S. companies by foreign investors. The program allocates 10,000 immigrant visas ("EB-5 Visas") per year to qualified individuals seeking lawful permanent resident status on the basis of their investment in a U.S. commercial enterprise. Under the regional center pilot immigration program first enacted in 1992, certain EB-5 Visas also are set aside for investors in regional centers designated by the USCIS based on proposals for promoting economic growth. Regional centers are organizations, either publicly owned by cities, states or regional development agencies or privately owned, which facilitate investment in job-creating economic development projects by pooling capital

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raised under the EB-5 Immigrant Investor Program. Areas within regional centers that are rural areas or areas experiencing unemployment numbers higher than the national unemployment average rates are designated as Targeted Employment Areas ("TEA"). The regional center pilot program expires in September 2015, but given that it has been regularly reauthorized since its enactment in 1992, we expect the pilot program to continue. We refer to the Immigrant Investor Program and the regional center pilot program herein as the "EB-5 program."

        We have established two wholly-owned subsidiary limited partnerships (collectively, the "Partnership") of Mount Snow to operate within a TEA within the State of Vermont Regional Center. Through the Partnership, we are seeking to raise $52 million by offering units in the Partnership to qualified accredited EB-5 investors for a subscription price of $500,000 per unit, which is the minimum investment that an investor in a TEA project is required to make pursuant to EB-5 program rules. The proceeds of the offering will be used to fund loans that will be advanced to newly-created wholly-owned subsidiaries of Mount Snow to finance the development of two capital projects at Mount Snow—the West Lake Project and the Carinthia Ski Lodge Project (together, the "Projects"). The terms of these loans are expected to be 1.0% fixed for five years with up to a two year extension at 7.0% in year six and 10.0% in year seven. Upon funding of the loans, the Company will receive a development fee equal to 15.0% of the loans as well as costs incurred in developing the program. The Mount Snow EB-5 program must be approved by both the State of Vermont Regional Business Center and the USCIS. We have received approval from the State of Vermont's Regional Business Center and expect to receive approval from the USCIS due to the operation of the Partnership in a TEA and the large number of jobs to be created in connection with the Projects.

        The West Lake Project includes the construction of a new water storage reservoir for snowmaking with capacity of up to 120 million gallons, three new pump houses and the installation of snowmaking pipelines, trail upgrades and expansion, new ski lift and ancillary equipment. The Carinthia Ski Lodge Project includes the construction of Carinthia Ski Lodge, a new three-story, approximately 36,000-square foot skier service building located at the base of the Carinthia slopes. Carinthia Ski Lodge will include a restaurant, cafeteria and bars with seating for over 600 people, a retail store, convenience store and sales center for lift tickets and rentals. The anticipated overall cost of the Projects is $66.0 million, of which $52 million is intended to be funded with the proceeds from the EB-5 offering. We expect the remaining $14 million to be provided by Mount Snow with an additional investment in cash, land or value.

        The Partnership intends to offer the units to investors primarily located in China, Taiwan, Vietnam and certain countries in the Middle East either directly or through relationships with agents qualified in their respective countries, in which case the Partnership typically pays a sales commission. Once an investor's subscription and funds are accepted by the Partnership, the investor must file a petition ("I-526 Petition") with the USCIS seeking, among other things, approval of the investment's suitability under the EB-5 program requirements and the investor's suitability and source of funds. All investments will be held in a non-interest bearing escrow account and will not be released until the USCIS approves the first I-526 Petition filed by an investor in the Partnership, which typically occurs between 12 and 18 months from the initial I-526 Petition filing date.

        As of the date of this Prospectus, we have commitments for $13.0 million in Partnership investments, $9.9 million of which has been funded and is being held in escrow. The first investor's I-526 Petition was filed in May 2014 and is pending approval by the USCIS, which we expect will occur by the end of calendar 2015 in line with the typical approval timeline. As such, we intend to release funds from escrow and commence the Projects in the second half of calendar year 2015. If the Projects commence in the second half of calendar year 2015 and plans occur as scheduled, we estimate that the Projects will be completed by the end of calendar year 2016.

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        The EB-5 offering has no expiration, and the Company intends to continue the offering until it raises the full $52 million. To the extent that the offering is not fully-subscribed and less than the $52 million is raised, the Partnership will allocate up to the first $30 million to the development of the West Lake Project. If and when subscriptions exceed $30 million, the next $22 million will be allocated to the Carinthia Ski Lodge Project. If the Partnership is unable to raise sufficient funds to complete the Projects, we intend to seek alternative arrangements to finance the balance of the needed amounts.

        We plan to finance any future development activity through operating cash reserves, initial condominium deposits and bridge loans, which would be paid upon project completion mostly through the receipt of remaining committed condominium unit sales.

    Contractual Obligations

        As part of our ongoing operations, we enter into arrangements that obligate us to make future payments under contracts such as debt agreements, capital lease agreements, construction contracts and operating lease agreements. Debt agreements and capital lease obligations are recognized as liabilities in our consolidated balance sheet as of April 30, 2014. Obligations under construction contracts are not recorded as liabilities in our consolidated balance sheet until the goods and/or services are received, in accordance with GAAP. Additionally, operating lease agreements, which totaled $21.7 million as of April 30, 2014, are not recognized as liabilities in our consolidated balance sheet, in accordance with GAAP. A summary of our contractual obligations as of April 30, 2014 is as follows (in thousands):

 
  Payments Due by Period  
Contractual Obligations
  Total   Fiscal
2015
  2 - 3 Years   4 - 5 Years   More than
5 Years
 

Long-term debt

  $ 175,230   $ 579   $ 44,254   $ 1,317   $ 129,080  

Capitalized lease obligations including interest

    703     506     192     5      

Operating leases

    21,694     1,730     3,193     3,056     13,715  

Interest on long-term debt

    200,021     17,752     31,395     28,187     122,688  

Purchase obligations

    3,448     3,447                    
                       

  $ 401,096   $ 24,014   $ 79,034   $ 32,565   $ 265,483  
                       
                       

Off Balance Sheet Arrangements

        We do not have off balance sheet transactions that are expected to have a material effect on our financial condition, revenue, expense, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies

        The preparation of consolidated financial statements in conformity with GAAP requires us to select appropriate accounting policies and to make judgments and estimates affecting the application of those accounting policies. In applying our accounting policies, different business conditions or the use of different assumptions may result in materially different amounts reported in the consolidated financial statements.

        We have identified the most critical accounting policies which were determined by considering accounting policies that involve the most complex or subjective decisions or assessments. We also have other policies considered key accounting policies; however, these policies do not meet the definition of critical accounting policies because they do not generally require us to make estimates or judgments that are complex or subjective. We have reviewed these critical accounting policies and related disclosures with our board of directors.

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    Income Taxes

    Description

        We must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of tax credits and deductions and in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes, as well as the interest and penalties relating to uncertain tax positions. The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step requires us to estimate and measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as this requires us to determine the probability of various possible outcomes. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit and new audit activity. A significant amount of time may pass before a particular matter, for which we may have established a reserve, is audited and fully resolved.

    Judgments and Uncertainties

        The estimates of our tax contingencies reserve, if any, contain uncertainty because management must use judgment to estimate the potential exposure associated with our various filing positions.

    Effect if Actual Results Differ From Assumptions

        Although we believe the estimates and judgments discussed herein are reasonable and we have adequate reserves for our tax contingencies, actual results could differ, and we may be exposed to increases or decreases in those reserves and tax provisions that could be material.

        An unfavorable tax settlement could require the use of cash and could possibly result in an increased tax expense and effective tax rate in the year of resolution. A favorable tax settlement could possibly result in a reduction in our tax expense, effective tax rate, income taxes payable, other long-term liabilities and/or adjustments to our deferred tax assets, deferred tax liabilities or intangible assets in the year of settlement or in future years.

        Management has made the assumption that the deferred tax assets will generally be recovered through the reversal of the deferred tax liabilities. Changes in the timing of the reversal pattern of these deferred tax liabilities, such as due to changes in asset lives, could necessitate a further evaluation of whether a valuation allowance is required. While management does not expect a need will arise to evaluate the valuation allowance, this would require management to estimate future taxable income, which would be subjective.

    Depreciable Lives of Assets

    Description

        Mountain and lodging operational assets, furniture and fixtures, computer equipment, software, vehicles and leasehold improvements are primarily depreciated using the straight-line method over the estimated useful life of the asset. Assets may become obsolete or require replacement before the end of their useful life in which case the remaining book value would be written-off or we could incur costs to remove or dispose of such assets no longer in use.

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    Judgments and Uncertainties

        The estimate of our useful lives of the assets contain uncertainty because management must use judgment to estimate the useful life of the asset.

    Effect if Actual Results Differ From Assumptions

        Although we believe the estimates and judgments discussed herein are reasonable, actual results could differ, and we may be exposed to increased expense related to depreciable assets disposed of, removed or taken out of service prior to its originally estimated useful life, which may be material. A 10% decrease in the estimated total useful lives of depreciable assets would have increased depreciation expense by approximately $1.0 million for fiscal 2014.

    Long-lived Asset Impairment Evaluation

    Description

        We evaluate our long-lived assets, including property, equipment and land held for development, for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. If circumstances require a long-lived asset to be tested for possible impairment, we compare undiscounted cash flows expected to be generated by the asset to its carrying value. If the carrying value exceeds the expected undiscounted cash flow, an impairment adjustment would be made to reduce the carrying value of the asset to its fair value. Fair value is determined by application of valuation techniques, including discounted cash flow models, and independent appraisals, if considered necessary.

    Judgments and Uncertainties

        The determination of whether the carrying value is recoverable requires management to determine if events have occurred which could indicate such carrying values could be impaired. Any evaluation of impairment would require management to use its judgment regarding the estimated future cash flows generated by such assets.

    Effects if Actual Results Differ From Assumptions

        We believe there have been no events warranting evaluation of long-lived assets for impairment. If these assumptions are not correct, this could impact the carrying value of our long-lived assets if the undiscounted cash flows are less than the carrying value. If the undiscounted cash flows are less than the carrying value, an impairment would be recorded to the extent the fair value of such assets is less than their carrying value. The estimate of fair value would be a judgment made by management regarding future cash flows that could differ, possibly materially, from actual results.

    New Accounting Standards

        Refer to Note 1, Summary of Significant Accounting Policies, of the notes to consolidated financial statements for the years ended April 30, 2014 and 2013 for a discussion of new accounting standards.

        We are an "emerging growth company." Section 107 of the JOBS Act provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards, and delay compliance with new or revised accounting standards until those standards are applicable to private companies. We have elected to use the extended transition period for complying with new or revised accounting standards. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates. See "Prospectus Summary—Emerging Growth Company Status."

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Inflation

        Although we cannot accurately determine the precise effect of inflation on our operations, management does not believe inflation has had a material effect on the results of operations in the last three fiscal years. When the costs of operating resorts increase, we generally have been able to pass the increase on to our customers. However, there can be no assurance that increases in labor and other operating costs due to inflation will not have an impact on our future profitability.

Quantitative and Qualitative Disclosures About Market Risk

        As of April 30, 2014, we had $169.0 million in debt owed to our lenders, EPR and its affiliates. Of the total debt due to EPR, $42.9 million has a fixed rate and, therefore, is not subject to interest rate risk. The interest rate on the remaining $126.1 million is subject to fluctuation, but the interest rate on $121.5 million of the debt can only be increased by a factor of 1.015 annually. The remaining $4.6 million can only be increased by a factor of 1.02 annually. At factors of 1.015 and 1.02, the additional annual interest expense on the variable rate outstanding debt is $0.2 million. If interest rates increased 1%, the additional interest cost to the Company would be approximately $1.3 million for one year. We do not perform any interest rate hedging activities related to this debt.

        In October 2014, the Company entered into a non-binding letter of intent with EPR providing for the prepayment of certain notes which do not grant the Company an option of prepayment under their current terms. We intend to use approximately $75.8 million of the net proceeds from this offering to prepay these notes. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Recent Developments" for additional details relating to the proposed restructuring.

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BUSINESS

General

        We are a leading owner and operator of high-quality, individually branded ski resorts in the U.S. We currently operate 13 ski resorts primarily located in the Northeast and Midwest, 12 of which we own. The majority of our 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. Our resorts are comprised of nearly 1,650 acres of skiable terrain that appeals to a wide range of ages and abilities. We offer a breadth of activities, services and amenities, including skiing, snowboarding, terrain parks, tubing, dining, lodging, equipment rentals and sales, ski and snowboard instruction and mountain biking and other summer activities. We believe that both the day and overnight drive segments of the ski industry are appealing given their stable revenue base, high margins and attractive risk-adjusted returns. We have successfully acquired and integrated ten ski resorts since our incorporation in 1997, and we expect to continue executing this strategy.

        We have built an award-winning portfolio of individually branded entertainment properties, most of which are recognized as leading ski resorts in their respective markets. Our devotion to maintaining high quality standards across our portfolio through strategic investments and upgrades has created a loyal customer base that contributes to a significant number of repeat visits at each of our resorts. In particular, our investment over the last decade in the latest, high-efficiency snowmaking equipment has earned us the reputation as an industry leader in snowmaking efficiency, capacity and quality, allowing us to consistently increase skier visits and revenue per skier. Since 2008, we have invested $49.8 million in capital expenditures and growth initiatives. Our strong branding reinforces customer loyalty and serves to attract new visitors through focused marketing campaigns and word of mouth.

        Combined, our ski resorts generated approximately 1.8 million visits in the 2013/2014 ski season, an increase of 4% from the prior ski season, which we believe puts us among the top U.S. ski resort operators in terms of number of visits during these seasons. We increased our revenue by 5.5%, from $99.7 million in fiscal 2013 to $105.2 million in fiscal 2014. As the U.S. economy continues to improve, our resorts are well-positioned to benefit from increased consumer spending on leisure activities, and we expect to continue to increase our lift ticket prices and drive more skier visits to our resorts. We believe we are better positioned to handle downturns in the economy than larger, overnight fly ski resorts because of our greater accessibility and lower overall costs to consumers.

        The U.S. ski industry is highly fragmented, with less than 13% of the 470 ski resorts being owned by companies with four or more ski resorts. We believe that our proven ability to efficiently operate multiple resorts as well as our track record of successful acquisitions has created our reputation in the marketplace as a preferred buyer. We believe that our extensive experience in acquiring ski resorts and investing in snowmaking, lifts and other skier services, as well as the synergies we create by operating multiple resorts, drives increased revenues and profitability. Our capabilities serve as a competitive advantage in sourcing and executing investment opportunities as sellers will often provide us a "first look" at opportunities outside of a broader marketing process, allowing us to expand both within our existing markets and into new markets.

    Our Resorts

        We operate some or all of certain of our resorts pursuant to lease agreements with third parties that own the land underlying these resorts. We lease the land on which we operate Mad River, Crotched Mountain and a portion of Paoli Peaks from third parties. Our lease at Paoli Peaks terminates in 2078, our lease at Crotched Mountain terminates in 2053 (though we have ten options to extend the lease for additional periods of 15 years each), and our lease at Mad River terminates in 2026.

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        Some or all of the land underlying certain of our other resorts is owned by the federal government, and we use this land pursuant to Forest Service Special Use Permits. All of the land underlying Wildcat Mountain is owned by the federal government and used pursuant to a Special Use Permit that expires in 2050. Additionally, we use a substantial portion of the skiable terrain at our Attitash and Mount Snow resorts pursuant to Special Use Permits that each expire in 2047.

        We own the remaining land underlying Paoli Peaks, Mount Snow and Attitash, as well as all of the land underlying Hidden Valley, Snow Creek, Boston Mills, Brandywine, Jack Frost, Big Boulder and Alpine Valley.

        Our 13 ski resorts are located in geographically diverse areas and appeal to a wide range of visitors. All of our ski resorts employ high-capacity snowmaking capabilities on over 90% of their terrain as well as food and beverage, equipment rental and retail outlets. All of our properties offer alternative snow activities, such as terrain parks and tubing, in addition to skiing and snowboarding. The diversity of our services and amenities allows us to capture a larger proportion of customer spending as well as ensure product and service quality at our resorts. The following table summarizes key statistics relating to each of our resorts as of September 10, 2014:

 
   
   
   
   
   
   
   
   
   
   
  Ancillary Outlets    
  Lifts  
 
   
   
  Acres    
   
  Trail Type(2)    
   
 
 
   
  Developed/
Acquired
  Vertical
Drop (ft.)
  Snow
Making(1)
  Terrain
Park(s)
  Rental/
Retail
  Food/
Beverage
   
   
   
   
  Surface/
Rope Tow
  Conveyor
Lifts
   
 
Property
  State   Total   Skiable   Beg   Int   Adv   Tubing   Double   Triple   Quad   Total  

Hidden Valley

  MO     1982     250     60     310     100 %   30 %   60 %   10 %   1     2     1   Yes     1     2     2     2     3     10  

Snow Creek

  MO     1985     460     40     300     100 %   30 %   60 %   10 %   1     2     1   Yes     1     2         2     1     6  

Paoli Peaks

  IN     1997     65     65     300     100 %   25 %   55 %   20 %   1     2     1   Yes     1     3     1     1     2     8  

Mad River

  OH     2001     324     60     300     100 %   34 %   36 %   30 %   4     2     1   Yes     3     2     1     3     3     12  

Boston Mills

  OH     2002     100     40     264     100 %   30 %   45 %   25 %   4     2     2   No     2     4         2         8  

Brandywine

  OH     2002     102     48     264     100 %   30 %   45 %   25 %   2     2     1   Yes         3     2     3     2     10  

Crotched Mountain

  NH     2003     251     105     1,000     100 %   26 %   50 %   24 %   2     2     2   No     1     1     2         1     5  

Jack Frost(3)

  PA     2005     201     80     600     100 %   25 %   40 %   35 %   1     2     2   Yes     6     2     1     2     1     12  

Big Boulder(3)

  PA     2005     107     65     475     100 %   30 %   40 %   30 %   5     2     2   Yes     5     2         2     2     11  

Attitash

  NH     2007     1,134     307     1,750     90 %   27 %   46 %   27 %   2     3     5   Yes     3     3     3     1     1     11  

Mount Snow

  VT     2007     588     490     1,700     80 %   15 %   70 %   15 %   10     9     14   Yes     4     6     5 (4)   1     4     20  

Wildcat Mountain

  NH     2010     225     225     2,112     90 %   25 %   45 %   30 %   1     2     2   No         3     1         1     5  

Alpine Valley

  OH     2012     135     54     260     100 %   35 %   50 %   15 %   1     1     1   Yes     1     2     1     2     1     7  
                                                                                 

Total/Weighted Avg

              3,942     1,639     9,635     91 %   24 %   54 %   22 %   35     33     35         28     35     19     21     22     125  
                                                                                 
                                                                                 


(revenues and visits in thousands)

 
  FY 2014  
Property
  Revenues   % Revenues   Visits  

Hidden Valley

  $ 4,072     3.9 %   97.8  

Snow Creek

    3,072     2.9 %   73.7  

Paoli Peaks

    3,661     3.5 %   78.0  

Mad River

    7,831     7.4 %   180.0  

Boston Mills

    4,505     4.3 %   117.5  

Brandywine

    4,808     4.6 %   132.1  

Crotched Mountain

    4,398     4.2 %   94.6  

Jack Frost

    6,570     6.2 %   134.1  

Big Boulder

    5,967     5.7 %   102.2  

Attitash(5)

    14,353     13.6 %   172.3  

Mount Snow(5)

    41,350     39.3 %   468.9  

Wildcat Mountain

    3,322     3.2 %   64.4  

Alpine Valley

    1,297     1.2 %   36.0  
               

Total

  $ 105,205     100.0 %   1,751.5  
               
               

(1)
Represents the approximate percentage of skiable terrain covered by our snowmaking capabilities; total represents average of snowmaking coverage weighted by the respective properties' skiable acres.

(2)
Total figure represents the average weighted by skiable acres.

(3)
We purchased the Jack Frost and Big Boulder ski resorts in December 2011. Prior to that time, we operated these resorts pursuant to leases since 2005.

(4)
Quad count includes one six-pack lift.

(5)
Includes lodging revenue.

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GRAPHIC Hidden Valley opened for business in 1982 as the first ski resort operated by our founder. In 2012, we opened West Mountain, which expanded our skiable acreage by approximately 40%. Hidden Valley is located within the St. Louis MSA and is the only ski resort within a 250 mile radius. Hidden Valley attracts skiers from as far away as Memphis, Tennessee and Jackson, Mississippi. The ski resort has 77 snowmaking machines to ensure snow quality throughout the season with a capacity of up to 5,000 gallons of water per minute, or 12 inches of machine-made snow in a 24-hour period.

    Location: Wildwood, MO

    Population Base: 3.9 million

    Total Lifts: 10

    Skiable Acreage: 60

GRAPHIC Snow Creek began operation in 1985 and is located 34 miles north of Kansas City. Snow Creek is the only ski resort in the Kansas City region and the next closest ski resort is Hidden Valley in St. Louis. The ski resort also has 60 snowmaking machines to ensure snow quality throughout the season with a capacity of up to 3,000 gallons of water per minute, or 12 inches of machine-made snow in a 24-hour period.

    Location: Weston, MO

    Population Base: 2.9 million

    Total Lifts: 6

    Skiable Acreage: 40

GRAPHIC Paoli Peaks has been in operation since 1978 and has contributed several revolutionary concepts to the industry. Paoli Peaks has been recognized as the first resort to utilize snowmaking machines located on towers as well as introducing midnight skiing, an event that has become popular throughout the ski industry. Paoli Peaks' snowmaking machines can produce 12 inches of machine-made snow over a 24-hour period.

    Location: Paoli, IN

    Population Base: 3.0 million

    Total Lifts: 8

    Skiable Acreage: 65

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GRAPHIC Mad River Mountain will mark its 53rd season of operation in 2014/2015 ski season. In addition to the most expansive skiable terrain in Ohio, Mad River Mountain is home to the state's largest snowmaking system. Mad River's snowmaking system is comprised of 133 fan guns that have the ability to pump over 7,000 gallons of water per minute and cover 100% of our terrain in as little as 72 hours. The resort has four terrain parks, including Capital Park, which was voted the Midwest's best terrain park by OnTheSnow website in 2013. Over the years, the facility has grown from a small commuter resort into the 324-acre winter playground that it is today.

    Location: Zanesfield, OH

    Population Base: 2.75 million

    Total Lifts: 12

    Skiable Acreage: 60

GRAPHIC Boston Mills and Brandywine Ski Resorts are a pair of sister ski resorts located within the Cleveland MSA and Cuyahoga Valley Park. The two locations were developed independently in the 1960's, beginning with Boston Mills in 1963. Brandywine Resort was purchased by the previous owners of Boston Mills in 1990, forming the dual-resort complex that it is today. Boston Mills and Brandywine are conveniently located approximately three miles apart and combined have over 18,000 season pass holders. All three of our Northeast Ohio ski resorts—Alpine Valley, Boston Mills and Brandywine—are operated collectively, which provides us with revenue and cost synergies.

    Location: Sagamore Hills, OH

    Population Base: 7.1 million

    Total Lifts: 18

    Skiable Acreage: 88

GRAPHIC Crotched Mountain Ski & Ride is located approximately 70 miles from the Boston MSA. We acquired Crotched Mountain in 2003 and reopened the ski resort during the 2003/2004 ski season, its first year of operation after a 13-year closure. Upon acquisition, we invested significant capital to increase snowmaking capabilities, add new lifts and build new skier services facilities. In the 2013/2014 ski season, we achieved 94,600 skier visits and $4.4 million in revenues. Crotched Mountain's snowmaking system claims the highest snow production capacity of any ski resort in New England. In the summer of 2012, we installed "The Rocket" at Crotched Mountain, which is Southern New Hampshire's only high-speed detachable quad chairlift. Crotched Mountain is also the only resort within New England that offers midnight skiing.

    Location: Bennington, NH

    Population Base: 10.5 million

    Total Lifts: 5

    Skiable Acreage: 105

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GRAPHIC Jack Frost Mountain and Big Boulder Ski Resorts are located in the Pocono Mountains of Pennsylvania near the Philadelphia and New York City MSAs. Jack Frost and Big Boulder are conveniently located five miles apart and are operated collectively, which provides us with revenue and cost synergies. Big Boulder first opened in 1949 and was the first commercial ski resort in Pennsylvania. Both resorts are known for their powerful snowmaking systems, and Big Boulder has been the first ski resort in Pennsylvania to open during each of the last eight years. Big Boulder Ski Resort devotes 50% of its acreage to freestyle terrain parks and it was ranked in the "Top 5 Parks in the East" by Transworld Snowboarding Magazine in 2009, 2010 and 2011.

    Location: Blakeslee, PA

    Population Base: 27.3 million

    Total Lifts: 23

    Skiable Acreage: 145

GRAPHIC Attitash Mountain Resort is located within close proximity of Mt. Washington and approximately 150 miles from the Boston MSA. Attitash was ranked among the East's top ten ski resorts for snow, grooming, weather, dining, après ski, off-hill activities and family programs by readers of SKI Magazine in 2010. Attitash Mountain Resort is a vacation destination for all seasons, offering a variety of summer attractions such as North America's longest Alpine Slide, the Nor'Easter Mountain Coaster and New England's longest zip line of 5,000 feet. Attitash features a 143-room Grand Summit Hotel, providing some of the only ski-in/ski-out accommodations in the area, as well as nine meeting rooms, including a 5,300 square-foot Grand Ballroom conference space.

    Location: Bartlett, NH

    Population Base: 13.9 million

    Total Lifts: 11

    Skiable Acreage: 307

GRAPHIC Mount Snow, a two-time host of the Winter X Games, is located in the Green Mountains of southern Vermont and is the state's closest major resort to the Northeast's largest metropolitan areas, making for a short drive to big mountain skiing. Mount Snow is approximately 200 miles from New York City, 130 miles from Boston, 65 miles from Albany and 100 miles from Hartford. Founded in 1954 by National Ski & Snowboard Hall of Fame member Walter Schoenknecht, Mount Snow quickly became one of the most recognizable ski resorts in the world. We have invested more than $25 million in capital enhancements since acquiring Mount Snow in the spring of 2007. The primary elements of those enhancements are the installation of more than 250 high output fan guns, the most of any resort in North America, giving Mount Snow one of the most powerful and efficient snowmaking systems in the industry, and the $8.5 million Bluebird Express, which is North America's only six passenger bubble lift. Transworld Snowboarding Magazine ranked Carinthia "#1 Terrain Park in the East" for the 2013/2014 ski season and a "Top 5 Park in the East" for each of the last five years.

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This all-freestyle terrain mountain face is home to ten different terrain parks, ranging from beginner features in Grommet to expert features in Inferno, as well as a 450-foot long super pipe with 18 foot walls. Mount Snow features a 196-room Grand Summit Hotel, providing some of the only ski-in/ski-out accommodations in the area, as well as more than 14,000 square feet of meeting and conference space. It is also home to our Snow Lake Lodge, with 98 guest rooms in close proximity to the mountain.

    Location: West Dover, VT

    Population Base: 27.4 million

    Total Lifts: 20

    Skiable Acreage: 490

GRAPHIC Wildcat Mountain Ski Resort is located in the White Mountains in the Mt. Washington region just 16 miles from its sister resort, Attitash Mountain. The summit elevation is 4,002 feet, and the base area elevation is 1,950 feet, which gives Wildcat a vertical drop of 2,112 feet. Wildcat is one of the best-known alpine skiing resorts in New England due to its scenic views of Mt. Washington. It also contains the longest ski trail in New Hampshire and is home to one of the oldest ski-racing trails in the U.S.. The original "Wildcat" trail was cut in 1933 by the Civilian Conservation Corps and celebrated its 80th anniversary as a ski trail in 2013. Wildcat was the first ski resort to have a gondola lift in the U.S., which opened on January 25, 1958. The resort hosted the U.S. downhill skiing championship in 1984, 1992, 1995 and 2007. Wildcat has garnered a reputation for strong spring skiing as it has had the latest closing date of any lift-serviced ski resort for the past eight seasons.

    Location: Jackson, NH

    Population Base: 13.9 million

    Total Lifts: 5

    Skiable Acreage: 225

GRAPHIC One of Northeast Ohio's oldest public ski resort, Alpine Valley, has been in operation since 1965 and is the most recent resort to join our portfolio after our acquisition in 2012. It is located in Ohio's snow belt, allowing it to receive the most natural snowfall out of all of Ohio's ski resorts. All three of our Northeast Ohio ski resorts—Alpine Valley, Boston Mills and Brandywine—are operated collectively, which provides us with revenue and cost synergies. Alpine Valley is 31 miles northeast of Boston Mills/Brandywine Resorts and is located near the Cleveland MSA. In the summer of 2013, we installed two additional chairlifts, two additional tubing handle tows and a new beginner surface lift. Alpine Valley also boasts a newly-installed, state-of-the-art snowmaking system equipped with 30 new tower and portable fan guns along with a new pump house and maintenance facility. The improvements and upgrades to Alpine Valley constituted a total capital investment of over $2.5 million.

    Location: Chesterland, OH

    Population Base: 7.1 million

    Total Lifts: 7

    Skiable Acreage: 54

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Competitive Strengths

    High-Quality Branded Portfolio

        We own 12 and operate 13 high-quality ski resorts, each of which is individually branded and recognized to be a leading ski resort in its respective regional market. Our brands are as follows:

GRAPHIC

        Our devotion to maintaining high quality standards through strategic investments and upgrades has created a loyal customer base at each of our resorts. Our strong branding reinforces customer loyalty and serves to attract new guests through focused marketing campaigns and word of mouth.

    History of Investing in Targeted Capital Projects to Increase Profitability

        We are continuously evaluating our ski resorts in order to increase our profitability and improve the experiences they provide to our visitors. Many ski resort operators are unwilling to invest in improvements due to the perceived risk of such investments. We believe that our extensive knowledge of the ski industry, weather trends and strategies to optimize snowmaking and skiing conditions affords us an advantageous platform from which to contemplate and analyze capital expenditures and improvements of our resorts.

        Since 2008, we have invested $49.8 million throughout our portfolio in an effort to improve the profitability of our ski resorts through energy-efficient snowmaking machinery, high-speed/high-capacity lifts, additional features such as terrain parks and various other infrastructure investments.

 
  Snowmaking   Groomers   Summer Activities   Rental Equipment   Lifts   Tube Park   Lodge   Slope Expansion   Rental Building    
 
Year
  $   #   $   #   $   #   $   #   $   #   $   #   $   #   $   #   $   #   Total  

2008

  $ 5,367     5   $ 82     1           $ 561     9   $ 279     2   $ 1,021     1                   $ 68     1   $ 7,377  

2009

    5,988     7     1,002     2             553     10     118     1     371     1                     11     1   $ 8,043  

2010

    37     1     1,167     3             824     9     56     1                                   $ 2,083  

2011

    1,166     7     1,358     5     1,197     1     1,160     11     175     1     644     1                     324     1   $ 6,025  

2012

    332     3     458     2             502     6     8,768     2                                   $ 10,060  

2013

    441     4     1,271     4             769     10     3,495     3             3,863     1     1,140     1           $ 10,979  

2014

    2,495     4     456     3             1,141     11     1,026     1     55     1     10     1                   $ 5,183  
                                                                               

Total

  $ 15,826         $ 5,794         $ 1,197         $ 5,510         $ 13,917         $ 2,091         $ 3,873         $ 1,140         $ 403         $ 49,750