<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 MAY 2000
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 believe the solid and consistent performance of Intrawest in the third
quarter a 33% growth in income from continuing operations achieved on a
same-resort basis attests not only to the strength of our core businesses, but
also to the complementary businesses we have built around them. Our portfolio of
unique village-centered destination resorts continues to gain broader
recognition and acceptance in the marketplace and among our growing loyal base
of customers. Whistler/Blackcomb exceeded the two millionth visit for the second
year in a row, unprecedented for any resort in North America, and Snowshoe and
Panorama had record seasons. Demand for our real estate is high, driven by its
location within and adjacent to our village resorts and increasing favorable
demographic trends. As a result, our real estate pre-sales are at record levels.
At the same time, Intrawest Vacations, our Internet booking company, sold three
times the amount of business for Whistler this quarter than a year ago. Our
Resort Club business, Club Intrawest, had an excellent quarter with sales
doubling compared with the third quarter of last year and we now intend to
actively expand this business. Overall, we are in a very strong position with
our core businesses and are in a unique situation to further develop and pursue
opportunities that are now available given our established expertise and
expansive network.
OPERATING RESULTS (all dollar amounts are in US currency)
Income from continuing operations for the third quarter ended March 31, 2000
grew 33% to $47.7 million, or $1.10 per share, compared with $35.9 million, or
$.90 per share for the third quarter ended March 31, 1999. Revenue for the
quarter increased 19% to $308.1 million from $258.6 million for the third
quarter of 1999. Total Company EBITDA for the period increased to $94.2 million,
compared with $80.3 million in the same period in 1999. The weighted average
number of shares outstanding increased to 43,381,000 from the 39,674,000
reported for the quarterly period ended March 31, 1999.
Income from continuing operations for the nine months ended March 31, 2000 was
36% higher at $48.8 million, or $1.13 per share, compared with $36.1 million, or
$0.91 per share last year. During this period revenue increased 31% to $579.9
million from $443.0 million last year.
Ski and resort operations revenue was $240.3 million, 10% more than last years
third quarter revenue of $218.0 million. Revenue from the mountain resorts
increased to $227.0 million from $207.8 million, reflecting a record March,
subsequent to a slow start in the period, due mainly to weak millenium bookings
over the entire travel and hospitality industry. In aggregate, skier visits
increased 2% over last years third quarter, with revenue per visit increasing
8%. Revenue from warm-weather resorts was up 30% to $13.3 million as both
Sandestin and Intrawest Golf/Raven exhibited strong year over year performance.
For the nine-month period ended March 31, 2000, ski and resort operations
revenue increased 19% to $377.9 million, compared with $317.0 million for the
quarter ended March 31, 1999.
Operating profit from ski and ski resort operations for the quarter increased to
$78.3 million compared with $69.6 million last year. For the nine-month period
ended March 31, 2000, operating profit from ski and ski resort operations was
$87.7 million, compared with $74.6 million in the comparable 1999 period.
Real estate sales totalled $53.7 million, an increase of 52% from $35.4 million
in the corresponding period last year, with the majority of the sales closed
during the quarter coming from condo-hotel and townhome units at Whistler,
Tremblant, Stratton and Keystone. Revenue from the Companys vacation ownership
business doubled to $11.1 million from $5.7 million last year. Operating profit
from real estate sales increased to $9.1 million for the quarter, compared with
$6.7 million in the third quarter of 1999. For the nine-month period ended March
31, 2000, real estate revenue and operating profit were 57% and 45%,
respectively, higher than the corresponding 1999 period. Recent real estate
highlights include:
- 139 units in Squaw Valley sold out for an average price of $644 per square
foot for a total of $73 million.
- 36 units sold in 35 minutes at Mammoth generating $19 million.
- 26 homes in Whistler sold out for an average price of Cdn $1,000,000
- 48 out of 55 units sold in only a few hours at Tremblant for a total of
Cdn$30 million.
Currently, we have a record backlog of real estate contracts with total
pre-sales of $560 million set to close in the remainder of 2000, 2001 and 2002.
DIVIDENDS
On May 15, 2000, the Board of Directors of the Company declared a dividend of
Cdn$.08 per common share payable on July 26, 2000 to shareholders of record on
July 12, 2000.
<PAGE> 3
NRP SHARES
Since January 1, 2000 to date, the Company has purchased 37,200 non-resort
preferred shares under its normal course issuer bid at an average cost of $1.69
per non-resort preferred share. A quarterly redemption will not be made on July
1, 2000 since the funds available for distribution are below the threshold of
Cdn$2 million.
OUTLOOK
In the coming months, we will be introducing a number of new business
initiatives with particular emphasis on membership programs for our loyal guests
and the expansion of our Internet-based reservations system. These programs will
generate additional growth and provide opportunities to leverage our strong
customer relationships and network of properties across North America. We expect
that the strong cash flow generated from our core businesses over the coming
years will provide a solid foundation for these new business initiatives.
/s/ Joe S. Houssian /s/ Daniel O. Jarvis
Chairman, President and Executive Vice President
Chief Executive Officer and Chief Financial Officer
May 15, 2000
<PAGE> 4
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three months ended Nine months ended
March 31 March 31
------------------------------------------------------------
2000 1999 2000 1999
--------- --------- --------- ---------
(in thousands of US dollars, except per share amounts) (unaudited)
<S> <C> <C> <C> <C>
REVENUE:
Ski and resort operations $ 240,289 $ 217,992 $ 377,889 $ 317,013
Real estate sales 53,732 35,363 181,870 116,133
Rental properties 1,902 1,417 4,961 3,687
Income from equity
accounted investment 1,700 1,490 1,700 1,490
Interest and other income 10,446 2,316 13,447 4,726
--------- --------- --------- ---------
308,069 258,578 579,867 443,049
EXPENSES:
Ski and resort operations 161,957 148,431 290,229 242,411
Real estate costs 44,598 28,678 149,076 93,530
Rental properties 956 707 2,442 1,720
Interest 6,903 6,826 24,012 17,896
Depreciation and amortization 23,599 18,998 38,522 28,628
General and administrative 2,459 2,103 5,443 5,023
--------- --------- --------- ---------
240,472 205,743 509,724 389,208
--------- --------- --------- ---------
Income before undernoted 67,597 52,835 70,143 53,841
Provision for income taxes 13,224 11,234 13,747 11,468
--------- --------- --------- ---------
Income before non-controlling
interest and discontinued operations 54,373 41,601 56,396 42,373
Non-controlling interest 6,706 5,749 7,637 6,328
--------- --------- --------- ---------
Income from continuing
operations 47,667 35,852 48,759 36,045
Results of discontinued operations 467 (2) 535 29
--------- --------- --------- ---------
Income for the period $ 48,134 $ 35,850 $ 49,294 $ 36,074
========= ========= ========= =========
Income per common share:
Income from continuing
operations $ 1.10 $ 0.90 $ 1.13 $ 0.91
Net income $ 1.10 $ 0.90 $ 1.13 $ 0.91
========= ========= ========= =========
Weighted average number of
common shares outstanding
(in thousands) 43,381 39,674 43,333 39,513
========= ========= ========= =========
</TABLE>
<PAGE> 5
CONSOLIDATED BALANCE SHEETS
As at March 31
(in thousands of US dollars) (unaudited)
<TABLE>
<CAPTION>
2000 1999
----------- -----------
<S> <C> <C>
ASSETS
Current assets:
Cash and short-term deposits $ 107,241 $ 54,092
Amounts receivable 58,871 69,675
Other assets 64,522 56,303
Properties:
Resort 270,091 182,236
Discontinued operations 5,114
----------- -----------
500,725 367,420
Ski and resort operations 768,789 658,700
Properties:
Resort 301,437 271,107
Discontinued operations 10,311 20,563
Amounts receivable 48,007 32,783
Other assets 66,579 61,013
Goodwill 17,988 14,853
----------- -----------
$ 1,713,836 $ 1,426,439
=========== ===========
LIABILITIES AND SHAREHOLDERS EQUITY
Current liabilities:
Amounts payable $ 143,333 $ 121,732
Deferred revenue 60,976 53,305
Bank and other indebtedness, current portion:
Resort 134,025 169,528
Discontinued operations 550 5,438
----------- -----------
338,884 350,003
Bank and other indebtedness:
Resort 718,564 535,531
Discontinued operations 4,025 4,070
Due to joint venture partners 13,443 7,962
Deferred revenue 34,854 11,666
Deferred income taxes 3,513 9,367
Non-controlling interest in subsidiaries 29,551 22,836
----------- -----------
1,142,834 941,435
Shareholders equity:
Capital stock 423,740 375,128
Retained earnings 183,179 140,602
Foreign currency translation adjustment (35,917) (30,726)
----------- -----------
571,002 485,004
----------- -----------
$ 1,713,836 $ 1,426,439
=========== ===========
</TABLE>
<PAGE> 6
CONSOLIDATED STATEMENTS OF CASH FLOW
<TABLE>
<CAPTION>
Three months ended Nine months ended
March 31 March 31
---------------------------------------------------------------
2000 1999 2000 1999
--------- --------- --------- --------
(in thousands of US dollars) (unaudited)
<S> <C> <C> <C> <C>
CASH PROVIDED BY (USED FOR)
OPERATIONS:
Income from continuing operations $ 47,667 $ 35,852 $ 48,759 $ 36,045
Items not affecting cash:
Depreciation and amortization 23,599 18,998 38,522 28,628
Income from equity
accounted investment (1,700) (1,490) (1,700) (1,490)
Non-controlling interest 6,706 5,749 7,637 6,328
Recovery of costs through
real estate sales 44,598 28,678 149,076 93,530
Increase in amounts
receivable, net (7,579) (2,069) (5,280) (30,155)
Acquisition and development
of properties held for sale (61,829) (50,411) (239,483) (169,307)
Changes in non-cash
operating working capital 24,484 39,467 34,120 48,752
--------- --------- --------- --------
Cash provided by
continuing operations 75,946 74,774 31,651 12,331
Cash provided by
discontinued operations 463 1,360 7,807 3,542
--------- --------- --------- --------
76,409 76,134 39,458 15,873
--------- --------- --------- --------
FINANCING:
Bank and other borrowings, net 8,463 7,705 128,318 254,957
Issue of capital stock 1,335 (922) 1,465 13,323
Redemption of non-resort
preferred shares (7,240) - (15,945) (13,621)
Proceeds on sale of
partnership interest - - - 10,641
Dividends paid - - (2,403) (2,079)
Distributions to non-controlling
interests (1,302) (1,233) (1,302) (1,999)
--------- --------- --------- --------
1,256 5,550 110,133 261,222
--------- --------- --------- --------
INVESTMENTS:
Proceeds from (expenditures on)
revenue-producing properties, net (1,033) (406) 3,442 (1,458)
Expenditures on ski and
resort operation assets, net (26,620) (25,766) (103,246) (87,250)
Expenditures on other assets, net 741 (5,936) (6,098) (33,025)
Expenditures on business
acquisitions, net of cash acquired (18,905) (19,761) (18,905) (181,001)
--------- --------- --------- --------
(45,817) (51,869) (124,807) (302,734)
--------- --------- --------- --------
Increase (decrease) in cash and
short-term deposits 31,848 29,815 24,784 (25,639)
Cash and short-term deposits,
beginning of period 75,393 24,282 82,457 79,736
--------- --------- --------- --------
Cash and short-term deposits,
end of period $ 107,241 $ 54,097 $ 107,241 $ 54,097
========= ========= ========= ========
SUPPLEMENTAL INFORMATION:
Interest paid $ 1 8,945 $ 1 2,437 $ 44,256 $ 28,516
Taxes paid 828 407 1,203 505
NON-CASH FINANCING ACTIVITIES:
Issue of capital stock $ - $ - $ 1,420 $ 6,003
Bank and other borrowings 5,709 - 5,709 4,711
NON-CASH INVESTING ACTIVITIES:
Business acquisitions $ 5,709 $ - $ 5,709 $ 10,714
</TABLE>
<PAGE> 7
CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
<TABLE>
<CAPTION>
Three months ended Nine months ended
March 31 March 31
---------------------------------------------
2000 1999 2000 1999
-------- -------- -------- --------
(in thousands of US dollars) (unaudited)
<S> <C> <C> <C> <C>
Retained earnings, beginning
of period $ 135,045 $ 104,752 $ 136,288 $ 106,607
Income for the period 48,134 35,850 49,294 36,074
Dividends (2,403) (2,079)
--------- --------- --------- ---------
Retained earnings, end of period $ 183,179 $ 140,602 $ 183,179 $ 140,602
========= ========= ========= =========
</TABLE>
INFORMATION ON COMMON SHARES
As at March 31, 2000
AUTHORIZED
200,000,000 without par value
<TABLE>
<CAPTION>
Number of
common shares Amount
------------- ------
(in thousands) (unaudited)
<S> <C> <C>
ISSUED
March 31, 2000 43,427 $ 398,460
STOCK OPTIONS OUTSTANDING 3,251
</TABLE>
<PAGE> 8
SEGMENT DISCLOSURES
The following table presents the Company's results from continuing operations by
reportable segment:
<TABLE>
<CAPTION>
Three months ended Nine months ended
March 31 March 31
-----------------------------------------------------------
2000 1999 2000 1999
--------- --------- --------- ---------
(in thousands of US dollars) (unaudited)
<S> <C> <C> <C> <C>
REVENUE FROM EXTERNAL CUSTOMERS:
Ski and resort $ 227,011 $ 207,760 $ 340,543 $ 289,059
Real estate 55,634 36,780 186,831 119,820
Warm-weather 13,278 10,232 37,346 27,954
Corporate and all other 12,146 3,806 15,147 6,216
--------- --------- --------- ---------
$ 308,069 $ 258,578 $ 579,867 $ 443,049
========= ========= ========= =========
OPERATING INCOME BEFORE
INTEREST, DEPRECIATION AND
AMORTIZATION, AND INCOME TAXES:
Ski and resort $ 77,232 $ 68,915 $ 84,440 $ 72,469
Real estate 10,080 7,395 35,313 24,570
Warm-weather 1,100 646 3,220 2,133
Corporate and all other 12,146 3,806 15,147 6,216
--------- --------- --------- ---------
100,558 80,762 138,120 105,388
Less:
Interest 6,903 6,826 24,012 17,896
Depreciation and amortization 23,599 18,998 38,522 28,628
General and administrative 2,459 2,103 5,443 5,023
--------- --------- --------- ---------
32,961 27,927 67,977 51,547
--------- --------- --------- ---------
$ 67,597 $ 52,835 $ 70,143 $ 53,841
========= ========= ========= =========
</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: May 30, 2000 By /s/ ROSS MEACHER
------------------------------------
Name: Ross Meacher
Title: Corporate Secretary
