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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE MONTH OF NOVEMBER 1997
INTRAWEST CORPORATION
(REGISTRANT'S NAME)
200 BURRARD STREET, SUITE 800, VANCOUVER, BC V6C 3L6 CANADA
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F Form 40-F X
--- ---
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
--- ---
If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82- .
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1
Consolidated Statements of Operations
<TABLE>
<CAPTION>
For the three months ended September 30 1997 1996
(in thousands of dollars except per share amounts)
(unaudited)
<S> <C> <C>
Revenue
Ski and resort operations $ 25,869 $ 14,944
Real estate sales 15,991 23,778
Rental properties 1,221 276
Loss from equity accounted investment (676) (1,021)
Interest and other income 1,160 1,374
43,565 39,351
Expenses
Ski and resort operations 26,908 15,960
Real estate costs 12,600 18,560
Rental properties 613 135
Interest 4,201 3,161
Depreciation and amortization 3,742 2,181
General and administrative 2,232 1,942
50,296 41,939
Loss before income taxes, non-controlling
interest and discontinued operations (6,731) (2,588)
Provision for income taxes
Current (996) 283
Deferred (1,051) (1,148)
(2,047) (865)
Loss before non-controlling interest and
discontinued operations (4,684) (1,723)
Non-controlling interest (799) 224
Loss from continuing operations (3,885) (1,947)
Results of discontinued operations (414) 719
Loss for the period $ (4,299) $ (1,228)
Loss per common share
Loss from continuing operations $ (0.11) $ (0.08)
Net loss $ (0.11) $ (0.05)
Weighted average number of common
shares outstanding (in thousands) 34,359 23,075
</TABLE>
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2
Consolidated Statements of Changes
in Financial Position
<TABLE>
<CAPTION>
For the three months ended September 30 1997 1996
(in thousands of dollars) (unaudited)
<S> <C> <C>
Cash provided by (used for)
Operating activities
Cash flow from operations $ (1,317) $ 331
Recovery of costs through real estate sales 12,600 18,560
Decrease in amounts receivable, net 7,312 3,893
Acquisition and development
of properties for sale (77,571) (34,995)
Other changes in non-cash operating
working capital (10,895) (14,323)
Cash provided by (used for)
discontinued operations 3,009 (1,041)
(66,862) (27,575)
Financing activities
Bank and other borrowings, net 76,092 29,902
Issue of capital stock 1,047 133
Redemption of NRP shares (9,015) --
Distributions to non-controlling interests (1,160) (1,166)
66,964 28,869
Investing activities
Proceeds from (expenditures on)
revenue-producing properties, net 330 (40)
Expenditures on ski
and resort operation assets (24,042) (11,448)
(23,712) (11,488)
Decrease in cash and
short-term deposits (23,610) (10,194)
Cash and short-term deposits
- beginning of period 59,718 28,761
Cash and short-term deposits
- end of period $ 36,108 $ 18,567
</TABLE>
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3
Consolidated Balance Sheets
<TABLE>
<CAPTION>
As at September 30 1997 1996
(in thousands of dollars) (unaudited)
<S> <C> <C>
Assets
Current assets
Cash and short-term deposits $ 36,108 $ 18,567
Other assets 35,540 18,519
Amounts receivable 42,021 65,237
Properties
Resort 145,778 111,350
Discontinued operations 11,354 36,924
270,801 250,597
Ski and resort operations 428,267 264,349
Goodwill 78,743 23,457
Properties
Resort 243,809 112,143
Discontinued operations 62,911 67,328
Amounts receivable 40,592 21,987
Other assets 45,827 37,587
$1,170,950 $ 777,448
Liabilities
Current liabilities
Amounts payable $ 78,470 $ 41,497
Deferred revenue 11,726 6,675
Bank and other indebtedness, current portion
Resort 143,996 143,895
Discontinued operations 1,973 11,032
236,165 203,099
Bank and other indebtedness
Resort 384,184 215,730
Discontinued operations 35,696 39,081
Due to joint venture partners 12,790 14,978
Deferred revenue 5,488 6,144
Deferred income taxes 1,542 --
Non-controlling interest in subsidiaries 9,348 8,963
685,213 487,995
Shareholders' Equity
Capital stock 374,302 198,312
Retained earnings 107,350 87,920
Foreign currency translation adjustment 4,085 3,221
485,737 289,453
$1,170,950 $ 777,448
</TABLE>
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4
Consolidated Statements of Cash Flow
From Operations
<TABLE>
<CAPTION>
For the three months ended September 30 1997 1996
(in thousands of dollars except per share amounts)
(unaudited)
<S> <C> <C>
Loss before non-controlling interest and
discontinued operations $ (4,684) $ (1,723)
Items not affecting cash
Depreciation and amortization 3,742 2,181
Loss from equity accounted investment 676 1,021
Deferred income taxes (1,051) (1,148)
Cash flow from operations $ (1,317) $ 331
Cash flow per common share $ (0.02) $ 0.01
Note: Cash flow per common share is calculated
after providing for non-controlling interest
Consolidated Statements of
Retained Earnings
For the three months ended September 30 1997 1996
(in thousands of dollars) (unaudited)
Retained earnings - beginning of period $ 111,649 $ 89,148
Loss for the period (4,299) (1,228)
Retained earnings - end of period $ 107,350 $ 87,920
</TABLE>
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5
To Our Shareholders
Intrawest's first quarter was filled with activity. We announced Tremblant's
$500 million millennium project, sold out all of the 139 units of the Lodge de
la Montagne project in less than 30 hours, purchased Eagle's Nest golf course
and extensive surrounding real estate in Colorado, and completed extensive
capital expenditure programs. Subsequent to the quarter we successfully
completed a debenture issue for $125 million and announced that we will be
increasing our ownership in Mammoth Mountain to 51%.
Operating Results
Revenue from ski and resort operations in the first quarter was $25.9 million,
$11.0 million or 74% higher than the prior year. The increase was due to the
inclusion of summer revenues generated by our newly acquired resorts, Whistler,
Copper and Mont Ste. Marie, and higher revenues at Tremblant and Snowshoe.
Overall resort operations revenue was up 11% on a same-resorts basis and
Tremblant's first quarter revenues increased 42%, indicating that all our
resorts, and Tremblant in particular, are becoming established four-season
destinations. Including the seasonal losses of the newly acquired resorts, the
resort operations group as a whole incurred a seasonal operating loss of $1.0
million for the quarter, the same amount as in 1996. This was in line with
expectations. Real estate sales amounted to $16.0 million for the quarter
compared with $23.8 million in 1996. The reduced volume reflects the timing of
construction completion as most of the units the Company has pre-sold will not
complete construction (and therefore be recognized as revenue) until the second
and third quarters. Operating profit from real estate sales was $3.4 million,
yielding a margin of 21%, approximately the same percentage as in 1996. Higher
interest and depreciation charges resulting from the acquisitions in 1997
increased the loss from continuing operations for the quarter to $3.9 million
($0.11 per share) from $1.9 million ($0.08 per share) in 1996.
Developments in the Quarter
A very exciting event in the quarter was our announcement that over the next
five years Tremblant would see a further $500 million of investment. Planned
on-mountain and base area improvements, with an estimated cost of $134 million,
include a substantial increase in skiable terrain, additional snowmaking, five
new lifts, a third golf course and basic infrastructure development. The
federal, provincial and municipal governments have committed to fund
approximately $80 million of these costs by way of grants and loans. Development
also includes the construction for sale of several condo-hotel and townhome
projects and additional commercial expansion of the village having an aggregate
estimated market value of $366 million. Less than a month after purchasing
Eagle's Nest golf course and its adjacent 530 acres of developable land near
Copper Mountain, we announced that we will build a 500-unit residential resort
community at Eagle's Nest in conjunction with East West Partners of Colorado.
There is a burgeoning interest in both golf and resort real estate in Summit
County and the golf course will provide another amenity for Copper's conference
business.
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6
Our extensive capital expenditure program was completed on schedule and on
budget. The most significant expenditures were $21 million at Whistler/Blackcomb
and $12 million at Snowshoe, which included new lifts and trails, mountain
adventure centres, and enhanced snowmaking. Subsequent to the quarter, Intrawest
successfully completed a five-year $125 million debenture issue carrying a 6.85%
coupon. Proceeds will be used for general corporate purposes, including
expanding and enhancing ski operations at our resorts, supporting continued
growth of our resort real estate and resort club operations, and financing
potential acquisitions and investments. And today we announced our increased
ownership in Mammoth Mountain. With this announcement, we have increased our
investment in one of the leading mountain resorts in North America. This will
allow Intrawest greater participation in the revenue stream created by the
additional visitors Intrawest's development of a four-season destination village
at Mammoth will attract. Mammoth will benefit from both the extra access to
capital resulting from the increased ownership as well as the synergy created by
Intrawest's network of mountain resorts. We anticipate announcing our master
plan for Mammoth in the coming few months.
Dividends
On November 17, 1997, the Board of Directors of the Company declared a dividend
of $0.08 per common share payable on January 21, 1998 to owners of record on
January 7, 1998.
Outlook
With the ongoing success of our real estate launches, anticipated improvements
in the margins of Whistler and Copper, the completion of our capital expenditure
programs, and the increased ownership in Mammoth, the Company looks forward to
another successful year in fiscal 1998. Over the longer-term, with developable
land on which to build over 15,000 mountain homes, increasing revenue from
lodging, retail and other revenue sources, and the synergies from our network of
mountain resorts, the future looks very bright indeed.
On behalf of the Board,
Joe S. Houssian Daniel O. Jarvis
Chairman, President and Executive Vice President
Chief Executive Officer and Chief Financial Officer
November 17, 1997
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on behalf by the
undersigned, thereunto duly authorized.
INTRAWEST CORPORATION
Date: November 28, 1997 By /s/ ROSS MEACHER
--------------------------
Name: Ross Meacher
Title: Corporate Secretary
