<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 NOVEMBER 1998
INTRAWEST CORPORATION
(Registrant's name)
SUITE 800, 200 BURRARD STREET, 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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<PAGE> 2
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the three months ended September 30 1998 1997
- --------------------------------------------------------------------------------
(in thousands of dollars except per share amounts) (unaudited)
<S> <C> <C>
REVENUE
Ski and resort operations $ 56,355 $ 27,723
Real estate sales 65,335 15,991
Rental properties 2,080 1,221
Interest and other income 3,024 1,160
- --------------------------------------------------------------------------------
126,794 46,095
- --------------------------------------------------------------------------------
EXPENSES
Ski and resort operations 58,078 29,428
Real estate costs 53,744 12,600
Rental properties 1,054 613
Interest 8,786 4,399
Depreciation and amortization 6,437 3,742
General and administrative 2,324 2,232
- --------------------------------------------------------------------------------
130,423 53,014
- --------------------------------------------------------------------------------
Loss before income taxes, non-controlling
interest and discontinued operations (3,629) (6,919)
- --------------------------------------------------------------------------------
Provision for income taxes
Current (1,025) (1,184)
Deferred -- (1,051)
- --------------------------------------------------------------------------------
(1,025) (2,235)
- --------------------------------------------------------------------------------
Loss before non-controlling interest and
discontinued operations (2,604) (4,684)
Non-controlling interest 13 (799)
- --------------------------------------------------------------------------------
Loss from continuing operations (2,617) (3,885)
Results of discontinued operations 236 (414)
- --------------------------------------------------------------------------------
Loss for the period $ (2,381) $ (4,299)
================================================================================
Loss per common share
Loss from continuing operations $ (0.07) $ (0.11)
Net loss $ (0.07) $ (0.11)
================================================================================
Weighted average number of common
shares outstanding (in thousands) 39,314 34,359
================================================================================
</TABLE>
<PAGE> 3
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
As at September 30 1998 1997
- --------------------------------------------------------------------------------
(in thousands of dollars) (unaudited)
<S> <C> <C>
ASSETS
Current assets
Cash and short-term deposits $ 76,954 $ 36,108
Other assets 67,540 35,540
Amounts receivable 76,624 42,021
Properties
Resort 187,807 145,778
Discontinued operations 7,528 11,354
- --------------------------------------------------------------------------------
416,453 270,801
Ski and resort operations 825,934 428,267
Goodwill 79,318 78,743
Properties
Resort 419,250 243,809
Discontinued operations 31,289 62,911
Amounts receivable 49,724 40,592
Other assets 71,203 45,827
- --------------------------------------------------------------------------------
$1,893,171 $1,170,950
================================================================================
LIABILITIES
Current liabilities
Amounts payable $ 133,206 $ 78,470
Deferred revenue 35,793 11,726
Bank and other indebtedness, current portion
Resort 208,479 143,996
Discontinued operations 8,348 1,973
- --------------------------------------------------------------------------------
385,826 236,165
Bank and other indebtedness
Resort 739,811 384,184
Discontinued operations 6,529 35,696
Due to joint venture partners 13,701 12,790
Deferred revenue 24,366 5,488
Deferred income taxes 11,904 1,542
Non-controlling interest in subsidiaries 26,405 9,348
- --------------------------------------------------------------------------------
1,208,542 685,213
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SHAREHOLDERS' EQUITY
Capital stock 495,010 374,302
Retained earnings 144,478 107,350
Foreign currency translation adjustment 45,141 4,085
- --------------------------------------------------------------------------------
684,629 485,737
- --------------------------------------------------------------------------------
$1,893,171 $1,170,950
================================================================================
</TABLE>
<PAGE> 4
CONSOLIDATED STATEMENTS OF CHANGES
IN FINANCIAL POSITION
<TABLE>
<CAPTION>
For the three months ended September 30 1998 1997
- --------------------------------------------------------------------------------
(in thousands of dollars) (unaudited)
<S> <C> <C>
CASH PROVIDED BY (USED FOR)
OPERATING ACTIVITIES
Cash flow from operations $ 3,833 $ (1,993)
Recovery of costs through real estate sales 53,744 12,600
Decrease (increase) in amounts receivable, net (3,590) 7,312
Acquisition and development
of properties for sale (100,154) (77,571)
Other changes in non-cash operating
working capital (34,938) (2,224)
Cash provided by (used for)
discontinued operations (1,939) 3,009
- --------------------------------------------------------------------------------
(83,044) (58,867)
- --------------------------------------------------------------------------------
FINANCING ACTIVITIES
Bank and other borrowings, net 323,275 76,092
Issue of capital stock 32,560 1,047
Redemption of NRP shares (20,857) (9,015)
Proceeds on sale of partnership interest 15,980 --
Distributions to non-controlling interests (1,160) (1,160)
- --------------------------------------------------------------------------------
349,798 66,964
- --------------------------------------------------------------------------------
INVESTING ACTIVITIES
Proceeds from (expenditures on)
revenue-producing properties, net (980) 330
Expenditures on ski
and resort operation assets (62,799) (24,042)
Acquisition of resort assets (243,058) --
- --------------------------------------------------------------------------------
(306,837) (23,712)
- --------------------------------------------------------------------------------
Decrease in cash and
short-term deposits (40,083) (15,615)
Cash and short-term deposits
- beginning of period 117,037 51,723
- --------------------------------------------------------------------------------
Cash and short-term deposits
- end of period $ 76,954 $ 36,108
================================================================================
</TABLE>
<PAGE> 5
CONSOLIDATED STATEMENTS OF
RETAINED EARNINGS
<TABLE>
<CAPTION>
For the three months ended September 30 1998 1997
- --------------------------------------------------------------------------------
(in thousands of dollars) (unaudited)
<S> <C> <C>
Retained earnings - beginning of period $ 146,859 $ 111,649
Loss for the period (2,381) (4,299)
- --------------------------------------------------------------------------------
Retained earnings - end of period $ 144,478 $ 107,350
================================================================================
</TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOW
FROM OPERATIONS
<TABLE>
<CAPTION>
For the three months ended September 30 1998 1997
- --------------------------------------------------------------------------------
(in thousands of dollars except per share amounts) (unaudited)
<S> <C> <C>
Loss before non-controlling interest and
discontinued operations $(2,604) $(4,684)
Items not affecting cash
Depreciation and amortization 6,437 3,742
Deferred income taxes -- (1,051)
- --------------------------------------------------------------------------------
Cash flow from continuing operations $ 3,833 $(1,993)
================================================================================
Cash flow per common share $ 0.09 $ (0.04)
================================================================================
</TABLE>
Note: Cash flow per common share is calculated after providing for
non-controlling interest.
<PAGE> 6
TO OUR SHAREHOLDERS
Fiscal 1999 began with a remarkable first quarter. Intrawest sold the most real
estate it has ever sold in the summer while at the same time successfully
completing a major capital expenditure program at our resorts; we completed the
acquisitions of the Raven Golf Group, Sandestin Resorts, Inc., Breeze Rentals
and Max Snowboards, and 16% of the common shares of Compagnie des Alpes ("CDA");
and we closed a public offering of US$125 million of unsecured senior notes.
Combined with our previous equity issues, this now puts us in a very strong
financial position with a total of $1.0 billion of long-term capital.
OPERATING RESULTS
Part of Intrawest's formula is to grow revenue in all four seasons at its
resorts. The first quarter results show this emphasis is already starting to pay
off. Total revenue for the first quarter increased almost three times to $126.8
million from $46.1 million. Total company EBITDA for this period was $12.2
million, almost eight times higher than the same period last year. This strong
performance offset higher interest and depreciation allowing the company to
reduce its traditional seasonal loss from $3.9 million ($0.11 per share) to $2.6
million ($0.07 per share).
Revenue from ski and resort operations was $56.4 million, double last year's
first quarter revenue of $27.7 million. Sandestin and Raven added $19.8 million
of revenue and all mountain resorts showed increases except for Copper. Copper's
summer revenue was down mainly because of a decline in special event revenues
due to the active summer construction schedule. The operating loss from ski and
resort operations for the first quarter was $1.7 million, the same as the prior
year.
On the real estate side of the business we had the best first quarter ever. This
was due to a large contribution from Keystone and the addition of the Sandestin
real estate. Real estate revenue totalled $65.3 million for the quarter, about
four times higher than last year as Intrawest increased the volume of closed
sales from 48 units to 201 units. These sales generated operating profit of
$11.6 million, up significantly from $3.4 million last year.
The positive results reflect the increased activity levels at our resorts during
the summer as we apply our strategy. Two examples are Whistler/Blackcomb and
Tremblant where room nights during the summer were up 14% and 23% respectively
from the prior year.
DEVELOPMENTS IN THE QUARTER
During the quarter Intrawest completed the acquisition of 16% of the common
shares of CDA, the world's largest ski operator in terms of skier visits. CDA
has ownership interests in 11 resorts in France and one in Italy and is a
publicly traded company based in Paris, France. As part of the transaction,
Intrawest acquired 49% of CDA's Italian subsidiary which owns 56% of the
Courmayeur resort in Italy.
Raven Golf Group was also acquired this past summer. Raven is a Phoenix-based
company that has, since 1994, developed two resort-quality daily fee courses,
secured a management contract on another and assembled a strong management team.
The Raven courses and management team have received numerous accolades and
awards, the courses being recently rated #5 and #7 in North America for service
by Golf Digest.
<PAGE> 7
Following the acquisition of Raven was the acquisition of Sandestin Resort, the
largest resort and residential community in northwestern Florida. At Sandestin
Intrawest will be able to apply its formula to a year-round warm-weather
destination for the first time. Operating assets include management of
approximately 700 rental units (100 of which are company-owned), 63 holes of
golf, a tennis center and conference facilities, all on 2,400 acres which adjoin
seven miles of waterfront. The Raven acquisition has given us premium golf
expertise and service methodology which can be applied to Sandestin's golf
courses. Future real estate includes approximately 2,200 planned residential
units and about 200,000 square feet of commercial space. As part of that
development, we believe an opportunity exists to build a resort village at the
Baytowne Marina that will bring together the elements of the wonderful seaside
villages of the northeast coastline and those we've used so successfully at our
mountain resorts.
The summer of 1998 also marked the purchase of Breeze Rentals and Max
Snowboards. This well-established rental and retail business further establishes
Intrawest as one of North America's leaders in winter retail and rental.
Intrawest's retail network now totals 165 stores across North America. The
Breeze/Max acquisitions substantially increase the scope of Intrawest's
independent and tour-based destination business as Breeze has developed
relationships with 200 tour operators, 8,000 travel agents and six airlines, and
operates a complete sales and reservation system.
DIVIDENDS
On November 16, 1998, the Board of Directors of the company declared a dividend
of $0.08 per common share payable on January 20, 1999 to owners of record on
January 6, 1999.
OUTLOOK
Early indications are that Intrawest is headed for yet another great year.
Across Intrawest's network of resorts season pass and express card sales are up
by 34% from this time last year. This reflects increases at every Intrawest
resort.
Lodging bookings are also up from last year, increasing 15% year to date.
Tremblant, for example, has already booked the same number of groups as they had
for the whole of last season. This increase in bookings at our resorts reflects
an increase in accommodation capacity, added attractions, new programming, and
new marketing and sales initiatives.
The results we've been seeing over the past five years, combined with the kind
of improvement we had during the summer and the early indicators for this year,
provide us with considerable optimism for the future. Our strategy to extend the
active time at our resorts by adding facilities, lodging, retail and attractions
is proving to be a winner.
On behalf of the Board,
/s/ Joe S. Houssian
- -------------------------------
Joe S. Houssian
Chairman, President and
Chief Executive Officer
/s/ Daniel O. Jarvis
- -------------------------------
Daniel O. Jarvis
Executive Vice President
and Chief Financial Officer
November 16, 1998
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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 27, 1998 By /s/ Ross Meacher
----------------
Name: Ross Meacher
Title: Corporate Secretary
