<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
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 FEBRUARY 1998
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- .
-------
<PAGE> 2
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three months ended Six months ended
December 31 December 31
--------------------------- ---------------------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
(in thousands of dollars except per share amounts) (unaudited)
<S> <C> <C> <C> <C>
REVENUE
Ski and resort operations $ 80,037 $ 39,334 $ 107,760 $ 54,278
Real estate sales 84,899 32,473 100,890 56,251
Rental properties 1,321 349 2,542 625
Income (loss) from equity accounted
investment -- 155 -- (866)
Interest and other income 1,628 399 2,788 1,773
---------- ---------- ---------- ----------
167,885 72,710 213,980 112,061
---------- ---------- ---------- ----------
EXPENSES
Ski and resort operations 72,548 35,011 101,976 50,971
Real estate costs 70,954 27,394 83,554 45,954
Rental properties 513 215 1,126 350
Interest 5,323 5,108 9,722 8,269
Depreciation and amortization 6,588 4,317 10,330 6,498
General and administrative 1,641 1,503 3,873 3,445
---------- ---------- ---------- ----------
157,567 73,548 210,581 115,487
---------- ---------- ---------- ----------
Income (loss) before income taxes,
non-controlling interest and
discontinued operations 10,318 (838) 3,399 (3,426)
---------- ---------- ---------- ----------
Provision for income taxes
Current 3,448 269 2,264 552
Deferred 1,051 1 -- (1,147)
---------- ---------- ---------- ----------
4,499 270 2,264 (595)
---------- ---------- ---------- ----------
Income (loss) before non-controlling
interest and discontinued operations 5,819 (1,108) 1,135 (2,831)
Non-controlling interest 1,665 110 866 334
Income (loss) from continuing
operations 4,154 (1,218) 269 (3,165)
Results of discontinued operations (447) 67 (861) 786
---------- ---------- ---------- ----------
Income (loss) for the period $ 3,707 $ (1,151) $ (592) $ (2,379)
========== ========== ========== ==========
Income (loss) per common share
Income (loss) from continuing
operations $ 0.12 $ (0.05) $ 0.01 $ (0.14)
Net income (loss) $ 0.12 $ (0.05) $ 0.01 $ (0.10)
========== ========== ========== ==========
Weighted average number of
common shares outstanding
(in thousands) 34,387 23,080 34,373 23,078
========== ========== ========== ==========
</TABLE>
<PAGE> 3
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
As at December 31 1997 1996
---------- ----------
(in thousands of dollars)
(unaudited)
<S> <C> <C>
ASSETS
Current assets
Cash and short-term deposits $ 85,383 $ 34,679
Other assets 44,045 23,321
Amounts receivable 57,633 50,293
Properties
Resort 155,247 86,236
Discontinued operations 10,606 20,553
---------- --------
352,914 215,082
Ski and resort operations 519,443 272,521
Goodwill 79,292 23,868
Properties
Resort 229,059 143,987
Discontinued operations 62,683 67,111
Amounts receivable 46,028 36,954
Other assets 30,247 37,011
---------- --------
$1,319,666 $796,534
========== ========
LIABILITIES
Current liabilities
Amounts payable $ 113,191 $ 54,580
Deferred revenue 35,421 16,783
Bank and other indebtedness, current portion
Resort 101,288 47,206
Discontinued operations 2,774 34,961
---------- --------
252,674 153,530
Bank and other indebtedness
Resort 497,192 223,746
Discontinued operations 36,798 104,967
Due to joint venture partners 14,140 13,250
Deferred revenue 8,277 5,445
Deferred income taxes 5,792 --
Non-controlling interest in subsidiaries 8,173 9,073
---------- --------
823,046 510,011
---------- --------
SHAREHOLDERS' EQUITY
Capital stock 374,556 198,410
Retained earnings 108,306 84,921
Foreign currency translation adjustment 13,758 3,192
---------- --------
496,620 286,523
---------- --------
$1,319,666 $796,534
========== ========
</TABLE>
<PAGE> 4
CONSOLIDATED STATEMENTS OF CHANGES
IN FINANCIAL POSITION
<TABLE>
<CAPTION>
Three months ended Six months ended
December 31 December 31
--------------------------- ---------------------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
(in thousands of dollars) (unaudited)
<S> <C> <C> <C> <C>
CASH PROVIDED BY (USED FOR)
OPERATING ACTIVITIES
Cash flow from operations $ 13,458 $ 3,055 $ 11,465 $ 3,386
Recovery of costs through
real estate sales 70,954 27,394 83,554 45,954
Increase in amounts receivable, net (20,889) (8,881) (13,577) (4,988)
Acquisition and development
of properties for sale (53,413) (34,327) (130,984) (69,322)
Other changes in non-cash
operating working capital 60,937 14,806 50,718 483
Cash provided by (used for)
discontinued operations (1) 25,585 3,008 24,544
---------- ---------- ---------- ----------
71,046 27,632 4,184 57
---------- ---------- ---------- ----------
FINANCING ACTIVITIES
Bank and other borrowings, net 64,257 1,142 140,349 31,044
Issue of capital stock 254 98 1,301 231
Redemption of non-resort
preferred shares -- -- (9,015) --
Dividends paid (2,751) (1,848) (2,751) (1,848)
Distributions to non-controlling interests -- -- (1,160) (1,166)
---------- ---------- ---------- ----------
61,760 (608) 128,724 28,261
---------- ---------- ---------- ----------
INVESTING ACTIVITIES
Proceeds from (expenditures on)
revenue-producing properties, net (43) 970 287 930
Expenditures on ski
and resort operation assets (54,067) (11,882) (78,109) (23,330)
Acquisition of ski resort assets (29,421) -- (29,421) --
---------- ---------- ---------- ----------
(83,531) (10,912) (107,243) (22,400)
---------- ---------- ---------- ----------
Increase in cash and
short-term deposits 49,275 16,112 25,665 5,918
Cash and short-term deposits
- beginning of period 36,108 18,567 59,718 28,761
---------- ---------- ---------- ----------
Cash and short-term deposits
- end of period $ 85,383 $ 34,679 $ 85,383 $ 34,679
========== ========== ========== ==========
</TABLE>
<PAGE> 5
CONSOLIDATED STATEMENTS OF CASH FLOW
FROM OPERATIONS
<TABLE>
<CAPTION>
Three months ended Six months ended
December 31 December 31
------------------------ ------------------------
1997 1996 1997 1996
-------- -------- -------- --------
(in thousands of dollars except per share amounts)
(unaudited)
<S> <C> <C> <C> <C>
Income (loss) before non-controlling
interest and discontinued
operations $ 5,819 $ (1,108) $ 1,135 $ (2,831)
Items not affecting cash
Depreciation and amortization 6,588 4,317 10,330 6,498
(Income) loss from equity
accounted investment -- (155) -- 866
Deferred income taxes 1,051 1 -- (1,147)
-------- -------- -------- --------
Cash flow from operations $ 13,458 $ 3,055 $ 11,465 $ 3,386
======== ======== ======== ========
Cash flow per common share $ 0.29 $ 0.11 $ 0.27 $ 0.12
======== ======== ======== ========
</TABLE>
Note: Cash flow per common share is calculated after providing for
non-controlling interest.
CONSOLIDATED STATEMENTS OF
RETAINED EARNINGS
<TABLE>
<CAPTION>
Three months ended Six months ended
December 31 December 31
----------------------------- -----------------------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
(in thousands of dollars) (unaudited)
<S> <C> <C> <C> <C>
Retained earnings - beginning
of period $ 107,350 $ 87,920 $ 111,649 $ 89,148
Income (loss) for the period 3,707 (1,151) (592) (2,379)
Dividends (2,751) (1,848) (2,751) (1,848)
---------- ---------- ---------- ----------
Retained earnings - end of period $ 108,306 $ 84,921 $ 108,306 $ 84,921
========== ========== ========== ==========
</TABLE>
<PAGE> 6
TO OUR SHAREHOLDERS
The second quarter results are a further indication that Intrawest's strategy is
working. Strong growth in real estate revenue and profits were accompanied by an
increase of 17% in same-resort operating revenue during a period of what can
only be described as unusual weather patterns. This was aided by our geographic
diversity, our significant investment in snowmaking and our strategy to
encourage destination visitors. We have also benefited from increasing revenue
from lodging, retail and other revenue sources, capturing more of the visitor
spending and thereby increasing revenue per visit.
OPERATING RESULTS
Income from continuing operations for the second quarter was $4.2 million ($0.12
per share) compared with a loss of $1.2 million ($0.05 per share) last year.
Year-to-date income from continuing operations improved to $0.3 million ($0.01
per share) from a loss of $3.2 million ($0.14 per share) in the prior year.
Revenue from ski and resort operations was $80.0 million in the second quarter,
double last year's second quarter revenue of $39.3 million. This increase was
due to the acquisitions of Whistler, Copper and Mont Ste. Marie, the inclusion
of revenue from Mammoth and a 17% increase in same-resort revenue. Mammoth is
now being proportionately consolidated with the increase in the company's
ownership to 51%. Subsequent to the quarter, Intrawest's ownership in Mammoth
increased to 58%.
Operating profit from ski and resort operations for the second quarter was $7.5
million, 73% higher than the prior year. Year-to-date ski and resort operations
revenue and operating profit increased 99% and 75% respectively over the
comparable period last year.
Resort real estate sales totaled $84.9 million for the quarter, the largest
quarter in the company's history and 161% ahead of last year. These sales
generated operating profit of $13.9 million, up from $5.1 million in the second
quarter last year. During that period, margins on real estate sales improved
from 15.6% to 16.4%. Year to date real estate sales and operating profits
increased 79% and 68% respectively over the six month period last year. In
addition to the real estate sales we have already closed, the company has a
further $90 million of sales that have been contracted but are not yet closed.
These will be recorded in fiscal 1998 as the units complete construction in the
third and fourth quarters.
The discontinued operations, the results of which accrue to the non-resort
preferred shareholders, incurred a loss of $0.4 million for the quarter as a
result of net rental operations of four properties in Seattle, Vancouver and
Edmonton and the sale of $1.7 million of residual units in Calgary and Seattle.
DEVELOPMENTS IN THE QUARTER
During the quarter, we announced our increased ownership in Mammoth to 51%. With
a subsequent repurchase of stock by Mammoth Mountain Ski Area, Intrawest's
ownership has now increased to 58%. We're very excited by the potential of
Mammoth. We will be creating one of the hottest resort village destinations in
the area for a Southern California market of 20 million people.
<PAGE> 7
Intrawest also successfully completed a five-year $125 million debenture issue
carrying a 6.85% coupon. Proceeds are being used to repay existing debt and 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.
We continue to form strategic partnerships, and recently announced an alliance
with the Mountains of Distinction resort group in the eastern United States to
enhance the marketing and purchasing opportunities of both organizations. The
new alliance represents 16 ski resorts throughout North America that account for
an estimated eight million skier visits annually.
Subsequent to the quarter, we announced a further acquisition which falls within
our acquisition criteria of access to a large market, distinguishing physical
characteristics, four-season capability and large real estate potential.
Intrawest has entered into agreements to purchase land and assets at Vernon
Valley/Great Gorge, New Jersey, near New York City. We have acquired significant
acreage in a beautiful setting with excellent winter and summer potential, with
a market of 22 million people within a 90-minute drive. This is the perfect
combination for applying Intrawest's proven expertise in creating resorts and we
believe the resort can grow quickly to become a large financial contributor. The
ski area includes 1,100 acres of land encompassing three peaks - Vernon Valley,
Great Gorge South and Great Gorge North. The area features 108 acres of pristine
lakes and could support development for approximately 1,000 resort homes and a
27-hole golf course. Other facilities include a 280-acre waterpark and family
entertainment center.
The achievements of the second quarter show that the company continues to be
able to make successful acquisitions which are attractive from both a
competitive and a financial viewpoint, as well as manage strong internal growth
from its different businesses.
On behalf of the Board,
/s/ JOE S. HOUSSIAN /s/ DANIEL O. JARVIS
- ------------------------------ ------------------------------
Joe S. Houssian Daniel O. Jarvis
Chairman, President and Executive Vice President
Chief Executive Officer and Chief Financial Officer
February 9, 1998
<PAGE> 8
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: February 27, 1998 By /s/ ROSS MEACHER
--------------------------
Name: Ross Meacher
Title: Corporate Secretary
