<PAGE> 1
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 MAY 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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CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands of dollars except per share amounts)
(unaudited)
<TABLE>
<CAPTION>
Nine Months Ended March 31
--------------------------
1997 1996
--------- ---------
<S> <C> <C>
Revenue
Ski and resort operations $ 231,528 $ 148,363
Real estate sales 83,515 56,427
Rental properties 2,204 486
Income from equity accounted
investment 1,467 3,110
Interest and other income 2,558 1,295
--------- ---------
321,272 209,681
--------- ---------
Expenses
Ski and resort operations 166,723 106,984
Real estate costs 68,899 51,198
Rental properties 1,452 397
Interest 14,079 9,486
Depreciation and amortization 22,382 14,273
General and administrative 6,030 6,148
--------- ---------
279,565 188,486
--------- ---------
Income before income taxes,
non-controlling interest and
discontinued operations 41,707 21,195
--------- ---------
Provision for income taxes
Current 8,004 947
Deferred 1,880 1,023
--------- ---------
9,884 1,970
--------- ---------
Income before non-controlling
interest and discontinued
operations 31,823 19,225
Non-controlling interest 4,293 2,657
--------- ---------
Income from continuing operations 27,530 16,568
Results of discontinued
operations (668) 638
--------- ---------
Income for the period $ 26,862 $ 17,206
========= =========
Income per common share
Income from continuing operations $ 1.07 $ 0.72
Net income (note) $ 1.10 $ 0.75
========= =========
Weighted average number of common
shares outstanding (in thousands) 25,711 23,046
========= =========
</TABLE>
Note: Net income per common share includes income per common share from
discontinued operations for the six months ended December 31, 1996, amounting to
$0.03. From January 1, 1997, the results of discontinued operations accrue to
the holders of the company's non-resort preferred (NRP) shares.
<PAGE> 3
CONSOLIDATED BALANCE SHEETS
(in thousands of dollars)
(unaudited)
<TABLE>
<CAPTION>
As at March 31
----------------------
1997 1996
<S> <C> <C>
ASSETS
Current assets
Cash and short-term deposits $ 34,029 $ 24,227
Other assets 16,197 9,878
Amounts receivable 67,751 49,530
Properties
Resort 93,178 93,669
Discontinued operations 14,631 64,798
---------- ----------
225,786 242,102
Ski and resort operations 458,609 249,142
Goodwill 23,889 23,170
Properties
Resort 182,956 124,419
Discontinued operations 64,680 90,503
Amounts receivable 37,494 35,943
Other assets 40,794 26,125
---------- ----------
$1,034,208 $ 791,404
========== ==========
LIABILITIES
Current liabilities
Amounts payable $ 69,311 $ 49,643
Deferred revenue 11,673 7,148
Bank and other indebtedness,
current portion 108,557 126,581
---------- ----------
189,541 183,372
Bank and other indebtedness 397,315 281,116
Due to joint venture partners 13,994 14,904
Deferred revenue 5,566 8,515
Deferred income taxes 1,880 1,023
Non-controlling interest
in subsidiaries 11,853 9,026
---------- ----------
620,149 497,956
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SHAREHOLDERS' EQUITY
Capital stock 293,806 199,947
Retained earnings 114,162 90,598
Foreign currency
translation adjustment 6,091 2,903
---------- ----------
414,059 293,448
---------- ----------
$1,034,208 $ 791,404
========== ==========
</TABLE>
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CONSOLIDATED STATEMENTS OF CHANGES IN FINANCIAL POSITION
(in thousands of dollars)
(unaudited)
<TABLE>
<CAPTION>
Nine Months Ended March 31
--------------------------
1997 1996
--------- ---------
<S> <C> <C>
CASH PROVIDED BY (USED FOR)
OPERATING ACTIVITIES
Cash flow from operations $ 54,618 $ 31,411
Recovery of costs through real estate sales 68,899 51,198
Increase in amounts receivable, net (24,287) (10,140)
Acquisition and development of properties for sale (101,662) (114,538)
Other changes in non-cash operating working capital 4,337 15,823
Cash provided by discontinued operations 30,996 15,611
--------- ---------
32,901 (10,635)
========= =========
FINANCING ACTIVITIES
Bank and other borrowings, net 40,070 92,880
Issue of capital stock 95,627 329
Dividends paid (1,848) (1,841)
Distributions to non-controlling interests (2,346) (2,339)
--------- ---------
131,503 89,029
--------- ---------
INVESTING ACTIVITIES
Proceeds from revenue-producing properties, net 4,956 7,404
Expenditures on ski and resort operation assets (32,593) (19,910)
Acquisition of ski resort assets and investments (131,499) (59,538)
--------- ---------
(159,136) (72,044)
--------- ---------
Increase in cash and short-term deposits 5,268 6,350
Cash and short-term deposits - beginning of period 28,761 17,877
--------- ---------
Cash and short-term deposits - end of period $ 34,029 $ 24,227
========= =========
</TABLE>
<PAGE> 5
CONSOLIDATED STATEMENTS OF CASH FLOW FROM OPERATIONS
(in thousands of dollars except per share amounts)
(unaudited)
<TABLE>
<CAPTION>
Nine Months Ended March 31
--------------------------
1997 1996
---------- ---------
<S> <C> <C>
Income before non-controlling interest
and discontinued operations $ 31,823 $ 19,225
Items not affecting cash
Depreciation and amortization 22,382 14,273
Income from equity accounted investment (1,467) (3,110)
Deferred income taxes 1,880 1,023
-------- --------
Cash flow from operations $ 54,618 $ 31,411
-------- --------
Cash flow per common share $ 1.91 $ 1.19
======== ========
</TABLE>
Note: Cash flow per common share is calculated after providing for
non-controlling interest.
CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
(in thousands of dollars)
(unaudited)
<TABLE>
<CAPTION>
Nine Months Ended March 31
--------------------------
1997 1996
--------- ----------
<S> <C> <C>
Retained earnings - beginning of period
As previously reported $ 90,385 $ 75,233
Adoption of new accounting standard (note) (1,237) --
--------- ---------
As restated 89,148 75,233
Income for the period 26,862 17,206
Dividends (1,848) (1,841)
--------- ---------
Retained earnings - end of period $ 114,162 $ 90,598
========= =========
</TABLE>
Note: Effective July 1, 1996, the Company has adopted, on a retroactive basis,
the new CICA pronouncement on financial instruments, resulting in a decrease in
retained earnings at June 30, 1996 of $1,237,000 (March 31, 1996 - $nil), an
increase in capital stock of $1,627,000 (March 31, 1996 - $1,627,000), a
decrease in bank and other indebtedness of $390,000 (March 31, 1996 - $804,000)
and an increase in discontinued operations properties of $nil (March 31, 1996 -
$823,000). This change in accounting policy has increased the loss for the nine
months ended March 31, 1997 by $107,000 ($nil for the nine months ended March
31, 1996).
<PAGE> 6
To The Shareholders
In many ways, this was the biggest quarter in the Company's history. We listed
on the New York Stock Exchange, raised $93 million through the issuance of
4,000,000 common shares, pre-sold over $70 million in real estate through our
unique launch program, closed the Whistler Mountain and Copper Mountain
transactions and acquired Mont Ste. Marie. During all of this activity, our
operating team managed our resorts to record numbers and we recorded our most
profitable quarter ever.
Operating Results
Income from continuing operations increased 66% over the comparable period in
1996, reflecting revenue growth and increased profitability from every part of
the Company. This resulted in an increase in income per common share from
continuing operations from $0.72 to $1.07. (The impact of the share offering,
which occurred on April 1, is not reflected in these numbers.)
Revenue from ski and resort operations was $231.5 million, $83.1 million more
than the prior year. While $74.1 million of the increase was due to the
acquisitions of Whistler, Copper and Mont Ste. Marie with their 1.5 million
skier visits, revenue from same resorts increased $9 million over the prior
period. Although weather negatively impacted us at Snowshoe, our strategy of
having a geographically diversified network of resorts paid off. Blackcomb
experienced record results for its eleventh consecutive season, and Tremblant's
skier visits increased 15% to new record levels. More importantly, revenue per
visit on a same resort basis increased 6% over the prior year. Operating profit
from ski and resort operations for the nine months was $64.8 million, 57% more
than in fiscal 1996.
Real estate revenue, including membership sales at the Intrawest Resort Club,
was $83.5 million, 48% more than the prior year due to significantly increased
sales at Blackcomb, Tremblant and Keystone. Operating profit from real estate
increased 181% from $5.2 million to $14.6 million as a result of this revenue
growth, as well as higher margins at Blackcomb and Tremblant and improved
profitability from the Resort Club.
The disposition of the non-resort assets is proceeding as expected. Detailed
information with respect to these assets and the NRP shares will be provided in
the fiscal year-end financial statements.
Developments in the Quarter
The most historic development in the quarter was our listing on the New York
Stock Exchange (trading symbol IDR). In conjunction with the listing, Intrawest
raised gross proceeds of $93 million on the sale of 4,000,000 common shares in
the United States and Canada. Approximately $50 million of the net proceeds were
used to reduce bank indebtedness. The remainder will be used for a variety of
activities including expanding and enhancing ski operations at Whistler and
Copper mountains as well as significant expansion of our real estate and Resort
Club.
Another highlight in the quarter was the continued success of our real estate
launches. Under our unique relationship marketing program, Intrawest's extensive
database of Preferred Clients are offered early selection of units to be sold.
During the quarter, five projects were pre-sold for total revenue of $74
million. This success was further highlighted in April when the 100-unit Lost
Lake Lodge at Whistler was substantially sold out in just four hours. In just
over a year, Intrawest has sold over 600 units across North America through its
launch program, in addition to selling real estate in the traditional way. More
importantly, we've been successful in a variety of locations across North
America. For example, at Tremblant, the 62-unit Chateau Mont Tremblant was sold
out in one weekend; at Keystone, 101 units of Buffalo Lodge & The Dakota were
sold during the launch program; at Stratton, SnowBridge was 89% sold out at the
launch; and at Whistler, the 121-unit One Whistler Village and the 28-unit
<PAGE> 7
Mountain Star projects were both sold out in just one hour from the commencement
of their launches.
Outlook
We welcome to the Intrawest family the employees at Whistler, Copper and Mont
Ste. Marie and a number of new shareholders, many of whom we met in person on
our roadtrip across the continent. This successful quarter is just the beginning
of the bright future we see for your Company. Intrawest's strategic acquisition
activity over the past few years and our ability to "create resorts that create
demand" have laid the foundation for long-term sustainable growth.
On May 15, 1997, the Board of Directors of the Company declared a dividend of
$0.08 per common share payable on July 23, 1997 to owners of record on July 9,
1997.
On behalf of the Board,
Joe S. Houssian
Chairman, President and
Chief Executive Officer
Daniel O. Jarvis
Executive Vice President
and Chief Financial Officer
May 15, 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: June 16, 1997 By /s/ ROSS MEACHER
--------------------------
Name: Ross Meacher
Title: Corporate Secretary
