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 DECEMBER 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-________.
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TO OUR SHAREHOLDERS
With a 33% increase in Total Company EBITDA for the second quarter, we are on
track to have another successful year. These results reinforce our positive
outlook for the Company and provide us with a strong foundation from which to
grow.
OPERATING RESULTS (ALL DOLLAR AMOUNTS ARE IN US CURRENCY)
Income from continuing operations for the second quarter ended December 31, 2000
was $10.7 million, or 25 cents per share, compared with $4.3 million, or 10
cents per share for the quarter ended December 31, 1999. The results for the
quarter included a non-cash income tax recovery of $5.3 million related to a
reduction in the recorded amount of the Company's future income tax liabilities
due to substantively enacted income tax rate reductions announced in the October
2000 Canadian federal budget. Revenue for the quarter increased 43% to $207.0
million, from $145.2 million in the same quarter last year. Total Company EBITDA
for the period increased 33% to $34.7 million from $26.0 million in the second
quarter of 1999.
Income from continuing operations for the six months ended December 31, 2000 was
$7.5 million, or 17 cents per share, on revenue of $336.9 million, compared with
income from continuing operations of $1.1 million, or 3 cents per share, on
revenue of $270.5 million reported in the six months ended December 31, 1999.
Ski and resort operations revenue was $94.3 million in the second quarter,
increasing 16% from the $81.6 million in the same period last year. This growth
was attributed primarily to a substantial increase in the available
accommodation at the Company's resorts, the impact of the large investment in
facilities and villages over the past three years, and, to a lesser extent, a
return to normal weather patterns after the unusual winters of the past two
years. For the six-month period ended December 31, 2000, ski and resort
operations revenue increased 16% to $157.5 million from $136.3 million for the
comparable period ended December 31, 1999.
Operating profit from ski and resort operations for the second quarter was $15.7
million, increasing 55% from $10.1 million last year. Operating leverage from
the strong revenue growth improved profit margins from 12.4% to 16.7%. For the
six months ended December 31, 2000, operating profit from ski and resort
operations increased 85% to $17.3 million from $9.3 million in the same period
last year.
Real estate revenue was $110.8 million for the second quarter, an increase of
82% from $60.9 million reported in the same quarter last year. Approximately
two-thirds of the revenue was generated by the delivery of units at Copper and
Mammoth. The Company's unique vacation ownership concept, Club Intrawest, had a
strong second quarter with revenue increasing 31% to $6.8 million from $5.2
million in the comparable period in 1999. Operating profit from real estate
sales totaled $14.7 million for the quarter, up 10% from $13.4 million last
year. The profit margin of 13.3% reflects the mix of units and the relative
weighting of closings from the less mature resort villages of Copper and
Mammoth. For the six-month period ended December 31, 2000, real estate revenue
and operating profit were $174.5 million and $26.8 million, respectively,
compared with $128.1 million and $23.7 million in the corresponding period last
year. The profit margin for the six months was 15.4%.
LATEST COMPANY DEVELOPMENTS
Our strategy on the real estate side of our business continues to focus on risk
mitigation with our ability to pre-sell projects before we build. Since
November, four projects have been launched and all four sold out. Mountain
Creek's first real estate offering of 42 units was over-subscribed and as a
result, a second phase of the project was also offered and the Company sold 64
units in total. We will be applying our proven village-centered formula at
Mountain Creek to create a four-season destination resort an hour and a half
away from 22 million people. In addition to our success at Mountain Creek, three
projects were sold out at Whistler, including a 176-quarter ownership project
that pushed the total number of quarter ownership units sold at the resort to
almost 700 since we introduced the concept.
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Club Intrawest continues to thrive and set new records for membership sales.
With locations now open at Whistler, Panorama, Tremblant, Palm Desert and Kauai
and with more to open soon at Sandestin Golf and Beach Resort, Blue Mountain and
in downtown Vancouver, Club Intrawest is expanding its appeal. In the coming
months, we will be introducing a sales center in downtown Toronto to broaden
market access and drive membership. We are also actively pursuing other Club
locations both within and outside the Intrawest network. The quality of the
accommodations and vacation experience coupled with the diverse locations
offered by Club Intrawest are showing dividends with a substantial number of
members increasing their investment and referring friends and family. Almost 33%
of the sales over the past six months can be attributed to this alone. We expect
this business to be a growing contributor going forward.
NRP SHARES
The Company announced that it will redeem 970,000, or approximately 15%, of its
non-resort preferred ("NRP") shares on April 1, 2001 by payment of Cdn.$2.65 per
share for each NRP share to be redeemed.
A normal course issuer bid for up to 1,022,000 of the NRP shares expired on
December 28, 2000. Under such bid, Intrawest purchased 393,500 NRP shares at an
average price of Cdn.$1.81 per share. A Notice of Intention in respect of a new
normal course issuer bid for the purchase of up to 465,000 NRP shares (being no
greater than 10% of the public float of NRP shares as at January 10, 2001),
commencing on January 10, 2001 and terminating on January 9, 2002 has been
accepted by The Toronto Stock Exchange ("TSE"). 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 purchase. The purchase of NRP shares pursuant to the
normal course issuer 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.
A shareholder may obtain a copy of the Notice of Intention to make a Normal
Course Issuer Bid filed with the TSE, without charge, by contacting the
Corporate Secretary of the Company at Suite 800, 200 Burrard Street, Vancouver,
British Columbia V6C 3L6.
OUTLOOK
With the significant number of lodging units we have brought on at our resorts
in the past year, coupled with our marketing initiatives and strong early
seasons pass and frequency card sales, we presented a very positive outlook for
the year to our shareholders last fall. We are pleased that the strong
performance to date has confirmed our earlier optimism for the season.
Our ability to continually meet expectations speaks to the predictability of our
business regardless of weather conditions. Although the past two years were
challenging weather years, we continued to grow resort operations EBITDA on a
same-resort basis at 17.7% in fiscal 1999 and 15.3% in fiscal 2000. This
demonstrates that although a small portion of our customer base, principally the
regional day-visitor, is influenced by weather, the core of our business is
built around destination visitors and committed regional guests (i.e. season
pass holders and real estate owners) who provide the bulk of our revenues and
are relatively weather insensitive. When combined with the continuing growth of
our villages, this predictability gives us great confidence that we can maintain
16-20% per annum operating income growth going forward.
The future for the Company has never looked brighter.
On behalf of the Board,
/s/ Joe S. Houssian /s/ Daniel O. Jarvis
Chairman, President and Executive Vice President
Chief Executive Officer and Chief Financial Officer
February 12, 2001
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CONSOLIDATED STATEMENTS OF OPERATIONS
Three months ended Six months ended
December 31 December 31
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2000 1999 2000 1999
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(in thousands of US dollars, except per share amounts) (unaudited)
REVENUE:
Ski and resort operations $ 94,278 $ 81,620 $ 157,477 $ 136,291
Real estate sales 110,846 60,916 174,461 128,138
Rental properties 1,785 1,614 3,423 3,059
Interest and other income 140 1,056 1,547 3,001
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207,049 145,206 336,908 270,489
EXPENSES:
Ski and resort operations 78,551 71,494 140,216 126,963
Real estate costs 96,116 47,476 147,612 104,478
Rental properties 1,039 821 1,805 1,486
Interest 10,987 9,466 21,627 17,983
Depreciation and amortization 9,454 7,506 16,985 14,049
General and administrative 2,198 1,291 4,250 2,984
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198,345 138,054 332,495 267,943
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Income before undernoted 8,704 7,152 4,413 2,546
Provision for income taxes (3,129) 1,558 (4,102) 523
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Income before non-controlling interest
and discontinued operations 11,833 5,594 8,515 2,023
Non-controlling interest 1,141 1,312 1,029 931
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Income from continuing operations 10,692 4,282 7,486 1,092
Results of discontinued operations 55 (170) 87 68
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Income for the period $ 10,747 $ 4,112 $ 7,573 $ 1,160
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Income per common share:
Income from continuing operations $ 0.25 $ 0.10 $ 0.17 $ 0.03
Net income $ 0.25 $ 0.10 $ 0.17 $ 0.03
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Weighted average number of
common shares outstanding (in thousands) 43,568 43,345 43,526 43,310
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CONSOLIDATED BALANCE SHEETS
As at December 31
(in thousands of US dollars) (unaudited)
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2000 1999
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ASSETS
Current assets:
Cash and cash equivalents $ 67,289 $ 75,393
Amounts receivable 61,643 50,553
Other assets 121,330 89,931
Properties:
Resort 332,322 175,950
Discontinued operations 78 84
Future income taxes 4,445 --
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587,107 391,911
Ski and resort operations 830,570 759,648
Properties:
Resort 325,675 357,141
Discontinued operations 9,070 9,866
Amounts receivable 35,600 48,063
Other assets 74,824 63,170
Goodwill 22,882 19,124
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$ 1,885,728 $ 1,648,923
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Amounts payable $ 133,229 $ 116,421
Deferred revenue 107,432 82,501
Bank and other indebtedness, current portion:
Resort 310,784 122,028
Discontinued operations 83 552
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551,528 321,502
Bank and other indebtedness:
Resort 675,453 717,388
Discontinued operations 4,022 4,042
Due to joint venture partners 12,785 16,571
Deferred revenue 19,825 32,360
Future income taxes 77,948 --
Deferred income taxes -- 6,657
Non-controlling interest in subsidiaries 28,531 24,187
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1,370,092 1,122,707
Shareholders' equity:
Capital stock 413,039 430,578
Retained earnings 137,203 135,045
Foreign currency translation adjustment (34,606) (39,407)
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515,636 526,216
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$ 1,885,728 $ 1,648,923
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CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
Three months ended Six months ended
December 31 December 31
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2000 1999 2000 1999
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(in thousands of US dollars) (unaudited)
Retained earnings, beginning of period $ 128,779 $ 133,336 $ 131,953 $ 136,288
Income for the period 10,747 4,112 7,573 1,160
Dividends (2,323) (2,403) (2,323) (2,403)
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Retained earnings, end of period $ 137,203 $ 135,045 $ 137,203 $ 135,045
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INFORMATION ON COMMON SHARES
As at December 31, 2000
AUTHORIZED
200,000,000 without par value
------------------------------------------------------------------------
Number of
common shares Amount
------------------------------------------------------------------------
(in thousands
of US dollars)
(unaudited)
Issued
December 31, 2000 43,649,094 $ 397,371
Stock options outstanding 3,472,800
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CONSOLIDATED STATEMENTS OF CASH FLOWS
Three months ended Six months ended
December 31 December 31
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2000 1999 2000 1999
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(in thousands of US dollars) (unaudited)
CASH PROVIDED BY (USED FOR)
OPERATIONS:
Income from continuing operations $ 10,692 $ 4,282 $ 7,486 $ 1,092
Items not affecting cash:
Depreciation and amortization 9,454 7,506 16,985 14,049
Future income taxes (5,276) -- (5,276) --
Non-controlling interest 1,141 1,312 1,029 931
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Cash flow from continuing operations 16,011 13,100 20,224 16,072
Recovery of costs through real estate sales 96,116 47,476 147,612 104,478
(Increase) decrease in amounts receivable, net (248) 3,424 (4,267) 2,299
Acquisition and development of properties held for sale (132,918) (100,557) (230,290) (177,654)
Changes in non-cash operating working capital 39,996 103 (22,688) 10,510
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Cash provided by (used for) continuing operating activities 18,957 (36,454) (89,409) (44,295)
Cash provided by discontinued operations 2,970 6,307 4,360 7,344
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21,927 (30,147) (85,049) (36,951)
FINANCING:
Bank and other borrowings, net 31,979 117,984 152,835 119,855
Issue of capital stock 759 130 1,435 130
Redemption of non-resort preferred shares (2,115) -- (2,115) (8,705)
Dividends paid (2,323) (2,403) (2,323) (2,403)
Distributions to non-controlling interests (1,283) -- (1,283) --
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27,017 115,711 148,549 108,877
INVESTMENTS:
Proceeds from (expenditures on) revenue-producing
properties, net (3,759) 4,681 (4,248) 4,475
Expenditures on ski and resort operation assets, net (39,034) (63,716) (55,982) (76,626)
Expenditures on other assets, net (8,145) (4,712) (8,417) (6,839)
Expenditures on business acquisitions,
net of cash acquired (6,549) -- (6,549) --
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(57,487) (63,747) (75,196) (78,990)
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Increase (decrease) in cash and cash equivalents (8,543) 21,817 (11,696) (7,064)
Cash and cash equivalents, beginning of period 75,832 53,576 78,985 82,457
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Cash and cash equivalents, end of period $ 67,289 $ 75,393 $ 67,289 $ 75,393
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SUPPLEMENTAL INFORMATION:
Interest paid $ 13,243 $ 10,837 $ 39,353 $ 25,761
Taxes paid 1,202 194 2,885 375
NON-CASH FINANCING ACTIVITIES:
Issue of capital stock $ -- $ -- $ -- $ 1,420
NON-CASH INVESTING ACTIVITIES:
Business acquisitions $ 5,347 $ -- $ 5,347 $ --
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SEGMENT DISCLOSURES
The following table presents the Company's results from continuing operations by
reportable segment:
Three months ended Six months ended
December 31 December 31
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2000 1999 2000 1999
------------------------------------------------------------------------------------------------------
(in thousands of US dollars) (unaudited)
REVENUE FROM EXTERNAL CUSTOMERS
Ski and resort $ 85,588 $ 71,674 $ 131,039 $ 112,223
Real estate 112,631 62,530 177,884 131,197
Warm-weather 8,690 9,946 26,438 24,068
Corporate and all other 140 1,056 1,547 3,001
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$ 207,049 $ 145,206 $ 336,908 $ 270,489
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OPERATING INCOME (LOSS) BEFORE INTEREST,
DEPRECIATION AND AMORTIZATION,
AND INCOME TAXES
Ski and resort $ 16,891 $ 10,471 $ 15,453 $ 7,208
Real estate 15,476 14,233 28,467 25,233
Warm-weather (1,164) (345) 1,808 2,120
Corporate and all other 140 1,056 1,547 3,001
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31,343 25,415 47,275 37,562
Less
Interest 10,987 9,466 21,627 17,983
Depreciation and amortization 9,454 7,506 16,985 14,049
General and administrative 2,198 1,291 4,250 2,984
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22,639 18,263 42,862 35,016
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$ 8,704 $ 7,152 $ 4,413 $ 2,546
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There have been no changes from the June 30, 2000 audited consolidated financial
statements in the basis of segmentation or in the basis of measurement of
segment profit or loss.
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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: March 1, 2001 By /s/ ROSS MEACHER
------------------------------------
Name: Ross Meacher
Title: Corporate Secretary