<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 NOVEMBER 1999
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-________.
<PAGE> 2
TO OUR SHAREHOLDERS
We are pleased with our performance for the first quarter of fiscal 2000. We
view the coming months with a strong sense of optimism and anticipation,
confident that the investments we have made in growing our core business, and
building complementary businesses within a unique village resort concept, are
returning progressively better financial results.
As our network of properties has grown, they have received increasing attention
and recognition as destinations of choice that cut across a wide demographic
base. We continue to enhance and extend the appeal of these resorts and to
implement new operational and marketing programs, which increase their
efficiency and utilization.
OPERATING RESULTS (ALL DOLLAR AMOUNTS ARE IN US CURRENCY)
Total revenue for the first quarter ended September 30, 1999 increased 50% to
$125.7 million from the $83.7 million reported in the first quarter of fiscal
1999. Total Company EBITDA for the quarter increased 45% to $11.7 million,
compared with $8.1 million in the prior year. This strong performance was offset
by higher interest and depreciation, resulting in a seasonal loss from
continuing operations for the period of $3.2 million, or $0.07 per share, lower
than expected. This compares with a loss of $1.7 million, or $0.04 per share for
the first quarter of fiscal 1999. The weighted average number of shares
outstanding increased to 43.3 million from the 39.3 million reported for the
period ended September 30, 1998.
Ski and resort operations revenue was $55.1 million, 48% more than last year's
first quarter revenue of $37.2 million. Reflecting our goal to increase
utilization of our resorts during all seasons, summer revenue increased at every
mountain resort except Copper, which operated on a limited basis because of
construction of the village core. Increased bed base and added attractions
produced 27% revenue growth at Whistler/Blackcomb, 21% at Tremblant and 19% at
Snowshoe. Sandestin also experienced double digit revenue growth, driven by an
18% increase in occupied room nights. The seasonal operating loss from ski and
resort operations was reduced to $0.8 million for the quarter from $1.1 million
last year.
Real estate sales totalled $67.2 million, an increase of 56% from the
corresponding period last year, due mainly to the sales closings of the first
condo-hotel projects at Copper and Mammoth. These sales generated operating
profit of $10.2 million, compared to $7.7 million in 1998. The profit margin of
15.2% was in line with expectations for the quarter and reflects the mix of
resorts and project types.
DEVELOPMENTS
With the growth of our network of unique properties, we have moved aggressively
to take advantage of the opportunities that accrue from a rapidly growing and
loyal guest base. Accordingly, we recently introduced "Intrawest Vacations," an
integrated reservation system which allows vacationers to book full ski and golf
vacation packages, including travel arrangements, e.g. airfare and car rentals,
hotel accommodations, lift and golf course tickets, and virtually any aspect of
our operations.
In addition to making it easier for our guests to plan for their next stay or to
view alternative destinations that offer our unique resort experience, the new
system increases the reach and efficiency of our marketing, extends our brand
awareness and provides for ongoing cross-selling opportunities.
We also announced plans to transform Blue Mountain Resort into a true
distinctive four-season destination resort, with construction of the first
village project to commence in the spring of 2000. The ten-year master plan
calls for the development of approximately 1,200 condominium-hotel units and
100,000 square feet of retail space in the village, which will accommodate 60 to
70 shops and restaurants. In addition, 840 single-family lots and townhomes will
be built on the surrounding lands in and around the nationally acclaimed
Monterra Golf course.
<PAGE> 3
Our resorts continue to receive awards for excellence. The December issue of
Golf Digest magazine named Greywolf Golf Course at Panorama the `Best New
Canadian Golf Course' for 1999, noting that it prevailed against the strongest
field of contenders in the nine-year history of the category.
DIVIDENDS AND REDEMPTIONS
On November 15, 1999, the Board of Directors of the Company declared a dividend
of Cdn. $.08 per common share payable on January 26, 2000 to shareholders of
record on January 12, 2000.
The Company also announced that it will redeem 4,020,000, or approximately 30%,
of its non-resort preferred ("NRP") shares on January 1, 2000 by payment of
$2.65 per share for each NRP share to be redeemed. Quarterly redemptions will
now be made on January 1, April 1, July 1 and October 1 at a redemption amount
of $2.65 per share.
YEAR 2000 COMPLIANCE
Intrawest initiated a formal program to address the Year 2000 issue in September
1997. The program involved comprehensive system reviews at all of the Company's
resorts and real estate locations, testing of hardware and software, and
modification or replacement of non-compliant systems. To date the system
reviews, testing and remedial activities are all substantially complete. The
Company remains on schedule to ensure full compliance of its computer systems by
November 30, 1999. The Company has also endeavoured to ascertain the Year 2000
readiness of its key customers and suppliers and at the current time it is not
aware of any non-compliant systems at critical third-party vendors that would
have a material adverse effect on the Company's business.
As a precautionary measure, the Company is also developing contingency plans to
mitigate the potential disruptions that may result from the Year 2000 issue.
These plans include manual work-arounds for some automated processes, securing
alternative sources for key suppliers and a communications plan in the event a
problem arises. These contingency plans are expected to be complete by November
30, 1999. Although a final assessment has not been completed, the Company
believes that neither the Year 2000 issue nor the financial impact of the
reviews, testing and modifications is expected to have a material adverse effect
on the Company's business or its financial condition.
LOOKING AHEAD
Over the past three years, we have invested heavily in our resorts with the
result that our resorts today enjoy a significant competitive advantage and are
very well positioned to capitalize on the dramatic expansion in our villages
that will occur over the next three years. We have also acquired new resorts
which have given us a network that has the critical mass to support specialized
expertise across all our business and marketing initiatives which up until now
had not been conceivable in the destination resort business. As this process has
taken hold, the name Intrawest is becoming synonymous with quality, excellence
and customer loyalty in destination resorts across North America. It is a
reputation that has been built on the hard work and dedication of a talented and
diverse group of employees. The focus in the Company is now on harvesting the
financial benefits that will flow from our network and the expansion of the
villages within our resorts. Looking forward, we are targeting growth in
earnings per share at greater than 20% per annum and you can expect to see that
this year.
/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
November 15, 1999
<PAGE> 4
CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months ended September 30
(in thousands of US dollars, except per share amounts) (unaudited)
<TABLE>
<CAPTION>
======================================================================
1999 1998
- ----------------------------------------------------------------------
<S> <C> <C>
REVENUE:
Ski and resort operations $ 55,106 $ 37,205
Real estate sales 67,222 43,134
Rental properties 1,445 1,373
Interest and other income 1,945 1,996
- ----------------------------------------------------------------------
125,718 83,708
EXPENSES:
Ski and resort operations 55,904 38,343
Real estate costs 57,002 35,482
Rental properties 665 696
Interest 8,517 5,800
Depreciation and amortization 6,543 4,250
General and administrative 1,693 1,534
- ----------------------------------------------------------------------
130,324 86,105
- ----------------------------------------------------------------------
Loss before undernoted (4,606) (2,397)
Provision for income taxes (1,035) (677)
- ----------------------------------------------------------------------
Loss before non-controlling interest
and discontinued operations (3,571) (1,720)
Non-controlling interest (381) 9
- ----------------------------------------------------------------------
Loss from continuing operations (3,190) (1,729)
Results of discontinued operations 238 156
- ----------------------------------------------------------------------
Loss for the period $ (2,952) $ (1,573)
======================================================================
Loss per common share:
Loss from continuing operations $ (0.07) $ (0.04)
Net loss $ (0.07) $ (0.04)
======================================================================
Weighted average number of
common shares outstanding
(in thousands) 43,273 39,314
======================================================================
</TABLE>
<PAGE> 5
CONSOLIDATED BALANCE SHEETS
As at September 30
(in thousands of US dollars) (unaudited)
<TABLE>
<CAPTION>
==============================================================================================
1999 1998
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current assets:
Cash and short-term deposits $ 53,576 $ 50,257
Amounts receivable 48,761 50,042
Other assets 42,584 44,109
Properties:
Resort 193,931 122,653
Discontinued operations 8,487 4,916
- ----------------------------------------------------------------------------------------------
347,339 271,977
Ski and resort operations 714,477 573,511
Properties:
Resort 295,798 273,805
Discontinued operations 10,305 20,434
Amounts receivable 29,671 32,474
Other assets 72,607 46,501
Goodwill 19,484 17,696
- ----------------------------------------------------------------------------------------------
$ 1,489,681 $ 1,236,398
==============================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Amounts payable $ 101,665 $ 86,995
Deferred revenue 43,431 23,376
Bank and other indebtedness, current portion:
Resort 185,809 136,154
Discontinued operations 4,969 5,452
- ----------------------------------------------------------------------------------------------
335,874 251,977
Bank and other indebtedness:
Resort 545,671 483,158
Discontinued operations 3,975 4,264
Due to joint venture partners 18,343 8,948
Deferred revenue 26,826 15,913
Deferred income taxes 14,760 7,774
Non-controlling interest in subsidiaries 22,600 17,245
- ----------------------------------------------------------------------------------------------
968,049 789,279
Shareholders' equity:
Capital stock 430,473 374,800
Retained earnings 133,336 105,034
Foreign currency translation adjustment (42,177) (32,715)
- ----------------------------------------------------------------------------------------------
521,632 447,119
- ----------------------------------------------------------------------------------------------
$ 1,489,681 $ 1,236,398
==============================================================================================
</TABLE>
<PAGE> 6
CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
For the three months ended September 30
(in thousands of US dollars) (unaudited)
<TABLE>
<CAPTION>
=======================================================================
1999 1998
- -----------------------------------------------------------------------
<S> <C> <C>
Retained earnings, beginning of period $ 136,288 $ 106,607
Loss for the period (2,952) (1,573)
- -----------------------------------------------------------------------
Retained earnings, end of period $ 133,336 $ 105,034
=======================================================================
</TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOW
FROM CONTINUING OPERATIONS
For the three months ended September 30
(in thousands of US dollars, except per share amounts) (unaudited)
<TABLE>
<CAPTION>
=================================================================
1999 1998
- -----------------------------------------------------------------
<S> <C> <C>
Loss from continuing operations $(3,571) $(1,720)
Items not affecting cash:
Depreciation and amortization 6,543 4,250
Non-controlling interest (381) 9
- -----------------------------------------------------------------
Cash flow from continuing operations 2,591 2,539
=================================================================
Cash flow from continuing
operations per common share $ 0.06 $ 0.06
=================================================================
</TABLE>
<PAGE> 7
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended September 30
(in thousands of US dollars) (unaudited)
<TABLE>
<CAPTION>
=======================================================================================
1999 1998
- ---------------------------------------------------------------------------------------
<S> <C> <C>
CASH PROVIDED BY (USED FOR) OPERATIONS:
Cash flow from continuing operations $ 2,591 $ 2,539
Recovery of costs through real estate sales 57,002 35,482
Increase in amounts receivable, net (1,125) (2,748)
Acquisition and development of properties
held for sale (77,097) (51,834)
Changes in non-cash operating working capital 10,788 6,064
- ---------------------------------------------------------------------------------------
Cash used for continuing operations (7,841) (10,497)
Cash provided by (used for) discontinuing operations 1,037 (1,242)
- ---------------------------------------------------------------------------------------
(6,804) (11,739)
FINANCING:
Bank and other borrowings, net 1,871 162,426
Redemption of non-resort preferred shares (8,705) (13,621)
Issue of capital stock -- 14,752
Proceeds on sale of partnership interest -- 10,641
Distributions to non-controlling interests -- (766)
- ---------------------------------------------------------------------------------------
(6,834) 173,432
INVESTMENTS:
Expenditures on revenue-producing properties, net (206) (777)
Expenditures on ski and resort operation assets, net (12,910) (15,456)
Expenditures on other assets, net (2,127) (14,500)
Expenditures on business acquisitions,
net of cash acquired -- (160,439)
- ---------------------------------------------------------------------------------------
(15,243) (191,172)
- ---------------------------------------------------------------------------------------
Decrease in cash and short-term deposits (28,881) (29,479)
Cash and short-term deposits, beginning of period 82,457 79,736
- ---------------------------------------------------------------------------------------
Cash and short-term deposits, end of period $ 53,576 $ 50,257
=======================================================================================
SUPPLEMENTAL INFORMATION:
Interest paid $ 14,924 $ 4,294
Taxes paid 181 63
NON-CASH FINANCING ACTIVITIES:
Issue of capital stock $ 1,420 $ 2,422
Bank and other borrowings -- 4,711
NON-CASH INVESTING ACTIVITIES:
Business acquisitions $ -- $ 7,133
</TABLE>
<PAGE> 8
SEGMENT DISCLOSURES
The following table presents the Company's results from continuing operations by
reportable segment:
For the three months ended September 30
(in thousands of US dollars) (unaudited)
<TABLE>
<CAPTION>
=========================================================================
1999 1998
- -------------------------------------------------------------------------
<S> <C> <C>
Revenue from external customers:
Ski and resort $ 40,984 $ 24,167
Real estate 68,667 44,507
Warm-weather 14,122 13,038
Corporate and all other 1,945 1,996
- -------------------------------------------------------------------------
$ 125,718 $ 83,708
=========================================================================
Operating income (loss) before interest,
depreciation and amortization,
and income taxes:
Ski and resort $ (3,263) $ (3,434)
Real estate 11,000 8,329
Warm-weather 2,465 2,296
Corporate and all other 1,945 1,996
- -------------------------------------------------------------------------
12,147 9,187
Less:
Interest 8,517 5,800
Depreciation and amortization 6,543 4,250
General and administrative 1,693 1,534
- -------------------------------------------------------------------------
16,753 11,584
- -------------------------------------------------------------------------
$ (4,606) $ (2,397)
=========================================================================
</TABLE>
There have been no changes from the June 30, 1999 audited consolidated financial
statements in the basis of segmentation or in the basis of measurement of
segment profit or loss.
<PAGE> 9
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 29, 1999 By /s/ ROSS MEACHER
------------------------------------
Name: Ross Meacher
Title: Corporate Secretary
