<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 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
Intrawest's solid second quarter results reflect our success in growing a
portfolio of village-centered resorts and building complementary businesses
around them. Our past investments in these endeavors provide the basis for
consistent top and bottom line growth for the Company in the coming quarters and
years.
Our confidence is based on the diversity of our businesses as well as the
synergy we have created among them. At its core is the continued strong market
acceptance of our unique village resorts, which are becoming destinations of
choice, cutting across multiple climate zones and offering distinct yet
connected experiences to a broad demographic base. As our loyal guests increase
the frequency and length of their visits, they take advantage of a broad range
of products and services, including ski and golf schools, lodging, restaurants
and entertainment as well as other recreational activities. This reflects itself
in a mix of revenue which is balanced across the seasons and across resorts
making the Company much less weather dependent than the pure ski companies.
These positive trends will continue, and be enhanced, by the village expansions
underway at all of our resorts.
OPERATING RESULTS (ALL DOLLAR AMOUNTS ARE IN US CURRENCY)
Income from continuing operations for the second quarter ended December 31, 1999
grew to $4.3 million, or 10 cents per share, compared with $1.9 million, or 5
cents per share for the quarter ended December 31, 1998. Revenue for the quarter
increased 45% to $146.1 million, from $100.8 million for the second quarter of
1998. Total Company EBITDA for the period increased 68% to $26.7 million,
compared with $15.9 million in the comparable period last year. The weighted
average number of shares outstanding increased to 43,345,000 from the 39,555,000
reported for the quarterly period ended December 31, 1998.
Income from continuing operations for the six months ended December 31, 1999 was
$1.1 million, or 3 cents per share on revenue of $271.8 million, compared with
income from continuing operations of $185,000, or less than 1 cent per share, on
revenue of $184.5 million, reported in the six months ended December 31, 1998.
Ski and resort operations revenue was $82.5 million, 33% more than last year's
second quarter revenue of $61.8 million. Revenue from the mountain resorts
increased from $57.1 million to $72.6 million. Overall skier visits for the
second quarter were comparable to the second quarter last year, highlighting the
benefits of our geographic diversification as excellent early season conditions
in the Pacific Northwest offset the effects of warm weather in the East and in
Colorado. On a same-resort basis, revenue from the mountain resorts increased 9%
over last year with Whistler/Blackcomb and Snowshoe showing the strongest
performances. Revenue from the warm-weather resorts more than doubled to $9.9
million in the quarter from $4.7 million last year with both Sandestin and Raven
showing significant improvements. For the six month period ended December 31,
1999, ski and resort revenue increased to $137.6 million, compared with $99.0
million for the comparable period ended December 31, 1998.
Operating profit from ski and resort operations for the second quarter was $10.1
million, increasing 64% from $6.2 million last year. Revenue growth combined
with effective cost control during the early season ramp up of operations
increased margins and operating profits. For the six months ended December 31,
1999, operating profit from ski and ski resort operations was $9.3 million,
compared with $5.0 million in the same period last year.
Real estate sales totalled $60.9 million, an increase of 62% from the
corresponding period last year, with approximately half the sales closed during
the quarter generated by the delivery of the first condo-hotel project at
Mammoth. Club Intrawest's quarterly revenue increased 85% to $5.2 million from
the $2.8 million in the comparable period last year. Operating profit from real
estate sales increased 63% to $13.4 million, while the profit margin held at
last year's 22% level, as the Company continued to manage costs effectively. For
the six month period ended December 31, 1999, real estate revenue and operating
profit were 59% and 49%, respectively, higher than the corresponding period last
year.
<PAGE> 3
NRP SHARES
The Company announced that it will redeem 1,876,000, or approximately 20%, of
its non-resort preferred ("NRP") shares on April 1, 2000 by payment of $2.65 per
share for each NRP share to be redeemed.
On December 22, 1999, the Company filed a Notice of Intention to Make a Normal
Course Issuer Bid (the "Notice") with The Toronto Stock Exchange ("TSE") for the
purchase of up to 1,022,000 NRP shares, being no greater than 10% of the public
float of NRP shares as at December 22, 1999, during the period commencing on
December 29, 1999 and ending on December 28, 2000. Purchases of NRP shares
pursuant to the normal course issuer bid will be effected, on behalf of the
Company, by a registered investment dealer through the facilities of the TSE.
The price paid by the Company for any NRP shares purchased by it will be the
market price of the shares at the time of the purchase. The purchase of NRP
shares pursuant to the normal course bid is subject to limitations and
restrictions in the share rights attached to the NRP shares which provides,
among other things, that the Company may purchase NRP shares only to the extent
of "Available Cumulative NRP Net Cash Flow" as defined in such share rights,
that the aggregate purchase price of all NRP shares during any fiscal quarter
shall not exceed Cdn.$1,000,000 and that any purchases shall be made at a price
per share not to exceed Cdn.$2.38. To February 11, 2000, the Company has
purchased an aggregate of 5,500 NRP shares for an aggregate purchase price of
Cdn.$8,810 representing an average price of Cdn.$1.60 per share.
A shareholder may obtain a copy of the Notice, without charge, by contacting the
Corporate Secretary of the Company at Suite 800, 200 Burrard Street, Vancouver,
British Columbia V6C 3L6.
DEVELOPMENTS
Subsequent to the end of the quarter, the Company completed a US$135 million, 10
year 10.5% senior unsecured note offering, thereby reducing its exposure to
floating interest rates from 35% to approximately 25% of total debt.
In February we announced the signing of a letter of intent with Four Seasons
Hotels and Resorts to develop a luxury hotel at the base of Blackcomb Mountain,
Whistler, British Columbia. The proposed 224-room property will include full
spa, health club, outdoor pool and 10,000 square feet of meeting and banquet
rooms. The Four Seasons Whistler will be the first Four Seasons resort sold to
individuals as condominiums and then managed by Four Seasons as a full service
hotel. We are confident that the guests of this hotel will make a significant
contribution to our operating business.
With the growth of our enterprise, we continue to explore avenues to build on
the increasing brand recognition and reputation for quality that Intrawest has
developed. Last quarter, we announced Intrawest Vacations, an integrated
reservation system which allows travelers to plan for and book every aspect of
their stay at our destination resorts. In the coming quarters, we expect to
announce other new marketing and operational programs as we integrate the power
of the Internet with our network of resort villages and the hundreds of
thousands of loyal Intrawest guests. We look forward to reporting to you on our
progress in these exciting new initiatives.
We are confident that we will show strong results for the remainder of this
fiscal year and are already building the base for next year. Over the next 4
months we will launch 18 projects consisting of a planned 1,800 units. This
continuing expansion of our villages
/s/ Joe S. Houssian /s/ Daniel O. Jarvis
Chairman, President and Executive Vice President
Chief Executive Officer and Chief Financial Officer
February 11, 2000
<PAGE> 4
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three months ended Six months ended
December 31 December 31
- ---------------------------------------------------------------------------------------------------
1999 1998 1999 1998
- ---------------------------------------------------------------------------------------------------
(in thousands of US dollars, except per share amounts) (unaudited)
<S> <C> <C> <C> <C>
REVENUE:
Ski and resort operations $ 82,494 $ 61,816 $ 137,600 $ 99,021
Real estate sales 60,916 37,636 128,138 80,770
Rental properties 1,614 897 3,059 2,270
Interest and other income 1,056 414 3,001 2,410
- ---------------------------------------------------------------------------------------------------
146,080 100,763 271,798 184,471
EXPENSES:
Ski and resort operations 72,368 55,637 128,272 93,980
Real estate costs 47,476 29,370 104,478 64,852
Rental properties 821 317 1,486 1,013
Interest 9,466 5,270 17,983 11,070
Depreciation and amortization 7,506 5,380 14,049 9,630
General and administrative 1,291 1,394 2,984 2,928
- ---------------------------------------------------------------------------------------------------
138,928 97,368 269,252 183,473
- ---------------------------------------------------------------------------------------------------
Income before undernoted 7,152 3,395 2,546 998
Provision for income taxes 1,558 911 523 234
- ---------------------------------------------------------------------------------------------------
Income before non-controlling
interest and discontinued operations 5,594 2,484 2,023 764
Non-controlling interest 1,312 570 931 579
- ---------------------------------------------------------------------------------------------------
Income from continuing
operations 4,282 1,914 1,092 185
Results of discontinued operations (170) (125) 68 31
- ---------------------------------------------------------------------------------------------------
Income for the period $ 4,112 $ 1,789 $ 1,160 $ 216
- ---------------------------------------------------------------------------------------------------
Income per common share:
Income from continuing
operations $ 0.10 $ 0.05 $ 0.03 $ 0.00
Net income $ 0.10 $ 0.05 $ 0.03 $ 0.00
- ---------------------------------------------------------------------------------------------------
Weighted average number of
common shares outstanding
(in thousands) 43,345 39,555 43,310 39,435
- ---------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 5
CONSOLIDATED BALANCE SHEETS
As at December 31
(in thousands of US dollars) (unaudited)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
1999 1998
- ------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current assets:
Cash and short-term deposits $ 75,393 $ 24,282
Amounts receivable 50,553 65,941
Other assets 89,931 63,811
Properties:
Resort 175,950 169,461
Discontinued operations 84 4,912
- ------------------------------------------------------------------------------
391,911 328,407
Ski and resort operations 759,648 618,285
Properties:
Resort 357,141 264,449
Discontinued operations 9,866 20,435
Amounts receivable 48,063 32,122
Other assets 63,170 53,980
Goodwill 19,124 17,402
- ------------------------------------------------------------------------------
$ 1,648,923 $ 1,335,080
==============================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Amounts payable $ 116,421 $ 87,856
Deferred revenue 82,501 53,818
Bank and other indebtedness, current portion:
Resort 122,028 122,393
Discontinued operations 552 5,359
- ------------------------------------------------------------------------------
321,502 269,426
Bank and other indebtedness:
Resort 717,388 568,612
Discontinued operations 4,042 4,163
Due to joint venture partners 16,571 7,912
Deferred revenue 32,360 10,779
Deferred income taxes 6,657 7,777
Non-controlling interest in subsidiaries 24,187 17,931
- ------------------------------------------------------------------------------
1,122,707 886,600
Shareholders' equity:
Capital stock 430,578 375,025
Retained earnings 135,045 104,752
Foreign currency translation adjustment (39,407) (31,297)
- ------------------------------------------------------------------------------
526,216 448,480
- ------------------------------------------------------------------------------
$ 1,648,923 $ 1,335,080
==============================================================================
</TABLE>
<PAGE> 6
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three months ended Six months ended
December 31 December 31
- ------------------------------------------------------------------------------------------------------
1999 1998 1999 1998
- ------------------------------------------------------------------------------------------------------
(in thousands of US dollars) (unaudited)
<S> <C> <C> <C> <C>
CASH PROVIDED BY (USED FOR) OPERATIONS:
Income from continuing operations $ 4,282 $ 1,914 $ 1,092 $ 185
Items not affecting cash:
Depreciation and amortization 7,506 5,380 14,049 9,630
Non-controlling interest 1,312 570 931 579
Recovery of costs through
real estate sales 47,476 29,370 104,478 64,852
(Increase) decrease in amounts
receivable, net 3,424 (25,338) 2,299 (28,086)
Acquisition and development
of properties held for sale (100,557) (67,062) (177,654) (118,896)
Changes in non-cash
operating working capital 103 3,211 10,510 9,284
- ------------------------------------------------------------------------------------------------------
Cash used for continuing operations (36,454) (51,955) (44,295) (62,452)
Cash provided by
discontinued operations 6,307 3,424 7,344 2,182
- ------------------------------------------------------------------------------------------------------
(30,147) (48,531) (36,951) (60,270)
- ------------------------------------------------------------------------------------------------------
FINANCING:
Bank and other borrowings, net 117,984 84,826 119,855 247,252
Redemption of non-resort
preferred shares -- -- (8,705) (13,621)
Issue of capital stock 130 (507) 130 14,245
Proceeds on sale of
partnership interest -- -- -- 10,641
Dividends paid (2,403) (2,070) (2,403) (2,070)
Distributions to non-controlling
interests -- -- -- (766)
- ------------------------------------------------------------------------------------------------------
115,711 82,249 108,877 255,681
- ------------------------------------------------------------------------------------------------------
INVESTMENTS:
Proceeds from (expenditures on)
revenue-producing properties, net 4,681 (275) 4,475 (1,052)
Expenditures on ski and
resort operation assets, net (63,716) (46,028) (76,626) (61,484)
Expenditures on other assets, net (4,712) (12,589) (6,839) (27,089)
Expenditures on business
acquisitions, net of cash acquired -- (801) -- (161,240)
- ------------------------------------------------------------------------------------------------------
(63,747) (59,693) (78,990) (250,865)
- ------------------------------------------------------------------------------------------------------
Increase (decrease) in cash and
short-term deposits 21,817 (25,975) (7,064) (55,454)
Cash and short-term deposits,
beginning of period 53,576 50,257 82,457 79,736
- ------------------------------------------------------------------------------------------------------
Cash and short-term deposits,
end of period $ 75,393 $ 24,282 $ 75,393 $ 24,282
- ------------------------------------------------------------------------------------------------------
SUPPLEMENTAL INFORMATION:
Interest paid $10,837 $10,104 $25,761 $16,079
Taxes paid 194 35 375 98
NON-CASH FINANCING ACTIVITIES:
Issue of capital stock $ -- $ 3,581 $ 1,420 $ 6,003
Bank and other borrowings -- -- -- 4,711
NON-CASH INVESTING ACTIVITIES:
Business acquisitions $ -- $ 3,581 $ -- $10,714
</TABLE>
<PAGE> 7
CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
<TABLE>
<CAPTION>
Three months ended Six months ended
December 31 December 31
- -----------------------------------------------------------------------------------------------
1999 1998 1999 1998
- -----------------------------------------------------------------------------------------------
(in thousands of US dollars) (unaudited)
<S> <C> <C> <C> <C>
Retained earnings, beginning
of period $ 133,336 $ 105,034 $ 136,288 $ 106,607
Income for the period 4,112 1,789 1,160 216
Dividends (2,403) (2,071) (2,403) (2,071)
- -----------------------------------------------------------------------------------------------
Retained earnings, end of period $ 135,045 $ 104,752 $ 135,045 $ 104,752
- -----------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 8
SEGMENT DISCLOSURES
The following table presents the Company's results from continuing operations by
reportable segment:
<TABLE>
<CAPTION>
Three months ended Six months ended
December 31 December 31
- -----------------------------------------------------------------------------------------------------------
1999 1998 1999 1998
- -----------------------------------------------------------------------------------------------------------
(in thousands of US dollars) (unaudited)
<S> <C> <C> <C> <C>
REVENUE FROM EXTERNAL CUSTOMERS:
Ski and resort $ 72,548 $ 57,132 $ 113,532 $ 81,299
Real estate 62,530 38,533 131,197 83,040
Warm-weather 9,946 4,684 24,068 17,722
Corporate and all other 1,056 414 3,001 2,410
- -----------------------------------------------------------------------------------------------------------
$ 146,080 $ 100,763 $ 271,798 $ 184,471
- -----------------------------------------------------------------------------------------------------------
OPERATING INCOME (LOSS) BEFORE
INTEREST, DEPRECIATION AND AMORTIZATION, AND
INCOME TAXES:
Ski and resort $ 10,471 $ 6,988 $ 7,208 $ 3,554
Real estate 14,233 8,846 25,233 17,175
Warm-weather (345) (809) 2,120 1,487
Corporate and all other 1,056 414 3,001 2,410
- -----------------------------------------------------------------------------------------------------------
25,415 15,439 37,562 24,626
Less:
Interest 9,466 5,270 17,983 11,070
Depreciation and amortization 7,506 5,380 14,049 9,630
General and administrative 1,291 1,394 2,984 2,928
- -----------------------------------------------------------------------------------------------------------
18,263 12,044 35,016 23,628
- -----------------------------------------------------------------------------------------------------------
$ 7,152 $ 3,395 $ 2,546 $ 998
- -----------------------------------------------------------------------------------------------------------
</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: February 29, 2000 By /s/ ROSS MEACHER
------------------------------------
Name: Ross Meacher
Title: Corporate Secretary
