SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
(CHECK ONE:)
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE
ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 2002 COMMISSION FILE NUMBER: 1-14596
INTRAWEST CORPORATION
(Exact name of Registrant as specified in its charter)
CANADA
(Province or other jurisdiction of incorporation or organization)
SUITE 800, 200 BURRARD STREET
VANCOUVER, BRITISH COLUMBIA, CANADA V6C 3L6
TELEPHONE NUMBER : (604) 669-9777
(Address and telephone number of Registrant's principal executive offices)
PTSGE CORP.
5000 BANK OF AMERICA TOWER
701 FIFTH AVENUE
SEATTLE, WASHINGTON 98104
TELEPHONE NUMBER : (206) 623-7580
(Name, address (including zip code) and telephone number
(including area code) of agent for service in the United States)
7011 NOT APPLICABLE
(Primary Standard Industrial (I.R.S. Employer Identification
Classification Code (if applicable)) Number (if applicable))
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Common Shares New York Stock Exchange
Securities registered or to be registered pursuant to Section 12(g) of the
Act. None
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act. None
For annual reports, indicate by check mark the information filed with this Form:
[X] Annual information form [X] Audited annual financial statements
Indicate number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report.
47,547,244 common shares as at June 30, 2002
Indicate by check mark whether the Registrant by filing 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
(the "Exchange Act"). If "Yes" is marked, indicate the file number assigned to
the Registrant in connection with such Rule.
Yes [ ] No [X]
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports) and (2) has been subject to such filing requirements for
the past 90 days.
Yes [X] No [ ]
INTRAWEST LOGO
ANNUAL INFORMATION FORM
INTRAWEST CORPORATION
Suite 800, 200 Burrard Street
Vancouver, British Columbia, Canada V6C 3L6
September 9, 2002
INTRAWEST CORPORATION
ANNUAL INFORMATION FORM
TABLE OF CONTENTS
PAGE
----
Certain Definitions, Statistical and Other Information...... A-2
The Company................................................. A-3
Incorporation............................................. A-3
Overview.................................................. A-3
Corporate Structure....................................... A-4
General Development of the Business....................... A-4
The Mountain Resort Industry................................ A-5
The Golf Industry........................................... A-6
Resort Management and Development........................... A-7
Resort Operations......................................... A-7
Mountain Resort Properties............................. A-7
Warm-Weather Destination Properties.................... A-11
Other Resort Properties................................ A-11
Sources of Resort Operations Revenue................... A-11
Sponsorship and Special Events......................... A-14
Information Technology................................. A-14
Resort Marketing and Sales............................. A-14
Resort Real Estate Development............................ A-15
The Development Process................................ A-16
Real Estate Properties................................. A-17
Resort Club............................................ A-24
Competition............................................... A-25
Legal and Regulatory Matters.............................. A-25
Non-Resort Assets........................................... A-25
Employees................................................... A-26
Selected Consolidated Financial Information................. A-27
Management's Discussion and Analysis........................ A-29
Market for Securities....................................... A-44
Directors and Executive Officers............................ A-44
Additional Information...................................... A-45
Consolidated Financial Statements........................... F-1
CERTAIN DEFINITIONS, STATISTICAL AND OTHER INFORMATION
Unless the context otherwise requires, the "Company" or "Intrawest" refers
to Intrawest Corporation, either alone or together with its subsidiaries and
their respective interests in joint ventures and partnerships.
As used in this Annual Information Form, "skier visit" means one guest
accessing a ski mountain on any one day and "unit" means one condominium-hotel
unit, one townhome unit, one single-family lot or 1,000 square feet of
commercial space.
Statistical information relating to the ski and golf industries included
in this Annual Information Form is derived by the Company from recognized
industry reports regularly published by industry associations and independent
consulting and data compilation organizations in these industries, including The
National Ski Areas Association, The Canadian Ski Council, the White Book of Ski
Areas and the National Golf Foundation.
Unless otherwise indicated, all dollar amounts are stated in United States
dollars.
A-2
THE COMPANY
INCORPORATION
The Company was formed by an amalgamation on November 23, 1979 under the
Company Act (British Columbia) and was continued under the Canada Business
Corporations Act on January 14, 2002. The registered office of the Company is
located at 1300-777 Dunsmuir Street, Vancouver, British Columbia, Canada, V7Y
1K2, its executive office is located at Suite 800, 200 Burrard Street,
Vancouver, British Columbia, Canada, V6C 3L6 and its telephone number is (604)
669-9777. The Company maintains a Web site at www.intrawest.com.
OVERVIEW
Intrawest is the leading developer and operator of village-centered
resorts across North America. The Company's principal strength is its ability to
combine expertise in resort operations and real estate development. By combining
high-quality resort services and amenities with innovative residential and
commercial real estate development, the Company has generated, and has
implemented strategies that it expects will continue to generate, increases in
the number of visitors, return on assets and average selling prices of real
estate at its resorts.
Intrawest's network of nine mountain resorts, which are geographically
diversified across North America's major ski regions, enables it to provide a
wide range of distinctive vacation experiences. The Company's resorts include
Whistler Blackcomb and Panorama in British Columbia, Blue Mountain in Ontario,
Tremblant in Quebec, Stratton in Vermont, Snowshoe in West Virginia, Copper in
Colorado, Mountain Creek in New Jersey and Mammoth in California. During the
2001/2002 ski season the Company's network of resorts generated approximately
7.0 million skier visits, which is more than the number generated by any other
North American group of affiliated mountain resorts. Intrawest holds a 45%
equity interest in Alpine Helicopters Ltd. ("Alpine"), the parent company of
Canadian Mountain Holidays Inc. ("CMH"), a provider of helicopter destination
skiing and helicopter-assisted mountaineering and hiking in southeastern British
Columbia. Intrawest is also in the process of negotiating an agreement with the
City and County of Denver to operate and develop Winter Park in Colorado.
Intrawest also is developing and operating the warm-weather destination
resort of Sandestin, the largest resort and residential community in
northwestern Florida. Intrawest owns and operates 17 golf courses throughout
North America and manages an additional 8 courses.
Intrawest is North America's largest mountain resort real estate
developer. The Company owns, develops and manages residential and commercial
resort real estate at each of its resorts and is developing mountain resort
villages at Keystone in Colorado, Squaw Valley in California, Solitude in Utah,
Snowmass in Colorado and Les Arcs in France. The Company is also developing
resort villages at Lake Las Vegas Resort in Nevada and at Sandestin in Florida.
Intrawest owns or has rights to acquire land on which it expects to develop and
sell approximately 19,400 units over the next 10 to 12 years. The Company's
resort development formula links the staged expansion of ski, golf and other
resort operations with the planning, design and managed development of
architecturally distinct four-season resort villages. The Intrawest formula
emphasizes quality of service, comprehensive amenities, village ambience and
other characteristics which attract visitors and buyers of real estate.
Intrawest has successfully employed this formula at Whistler Blackcomb and
Tremblant and, as a result, the villages at these locations have become major
attractions, drawing both skiers and non-skiers. The Company is at various
stages of applying its formula to the extensive developable land holdings at its
other resorts. At many of its resorts, the Company also builds and operates
resort club locations which are marketed as timeshare vacation ownership
resorts. Resort club locations are in operation at Whistler Blackcomb,
Tremblant, Panorama and Sandestin and in Hawaii, Vancouver and Palm Desert.
A-3
CORPORATE STRUCTURE
The following is a list of the Company's principal subsidiaries and
partnerships as at June 30, 2002, indicating the place of
incorporation/registration, and showing the percentage equity interest
beneficially owned by the Company.
PLACE OF PERCENTAGE
INCORPORATION/ EQUITY INTEREST
REGISTRATION HELD BY THE COMPANY
---------------- -------------------
Blackcomb Skiing Enterprises Limited Partnership...... British Columbia 77
Whistler Mountain Resort Limited Partnership.......... British Columbia 77
Mont Tremblant Resorts and Company, Limited
Partnership......................................... Quebec 100
IW Resorts Limited Partnership........................ British Columbia 100
Intrawest Resort Ownership Corporation................ British Columbia 100
Intrawest Resort Finance Corporation.................. British Columbia 100
Intrawest U.S. Holdings Inc........................... Delaware 100
Intrawest Luxembourg S.A.............................. Luxembourg 100
Intrawest Golf Holdings, Inc.......................... Delaware 100
Intrawest Retail Group, Inc........................... Colorado 100
Intrawest Resorts, Inc................................ Delaware 100
Intrawest Sandestin Company, L.L.C. .................. Delaware 100
Keystone/Intrawest L.L.C.............................. Delaware 50
Copper Mountain, Inc.................................. Delaware 100
Mountain Creek Resort, Inc............................ New Jersey 100
Snowshoe Mountain, Inc................................ West Virginia 100
The Stratton Corporation.............................. Vermont 100
GENERAL DEVELOPMENT OF THE BUSINESS
During the past three fiscal years, the Company has expanded its resort
operations and resort real estate development businesses. Key developments
during this period are set out below.
2000
- In December 1999 the Company announced a normal course issuer bid
through The Toronto Stock Exchange for up to 1,022,000 of the Company's
Non-Resort Preferred ("NRP") Shares.
- In January 2000 the Company raised gross proceeds of $135 million from a
private offering of unsecured notes in Canada and the United States.
- In June 2000 the Company entered into an agreement to develop the
Village at MonteLago located at Lake Las Vegas Resort in Nevada.
2001
- In July 2000 the Company entered into an agreement to develop a village
at Les Arcs resort in France.
- In January 2001 the Company announced a normal course issuer bid through
The Toronto Stock Exchange for up to 465,000 NRP Shares.
- In March 2001 the Company raised gross proceeds of $125 million from a
private offering of unsecured notes in Canada and the United States.
2002
- In July 2001 the Company entered into an agreement to develop a village
at Snowmass at Aspen, Colorado.
A-4
- In January 2002 the Company was granted by the City and County of Denver
the exclusive right to negotiate an agreement to operate and develop
Winter Park in Colorado.
- In February 2002 the Company announced a normal course issuer bid
through The Toronto Stock Exchange for up to 370,000 NRP Shares.
- In June 2002 the Company raised gross proceeds of Cdn.$85.8 million from
a public offering of 3,250,000 Common Shares in Canada and the United
States.
THE MOUNTAIN RESORT INDUSTRY
There are approximately 730 ski resorts in North America of which 490 are
located in the United States and 240 are located in Canada. During the 2001/2002
ski season, these resorts attracted approximately 72.4 million skier visits
(54.4 million to United States ski areas and 18.0 million to Canadian ski
areas). The geographic distribution of North American skier visits during the
2001/2002 season was as follows:
PROPORTIONATE
GEOGRAPHIC REGION SKIER VISITS SHARE INTRAWEST RESORT LOCATED IN REGION
----------------- ------------ ------------- ----------------------------------
(MILLIONS) (%)
Western Canada...................... 6.3 8.7 Whistler Blackcomb, Panorama
Quebec.............................. 6.1 8.4 Tremblant
Other Canada........................ 5.6 7.8 Blue Mountain
U.S. Rocky Mountains................ 18.1 25.0 Copper
Northeast U.S. ..................... 12.2 16.8 Stratton, Mountain Creek
Pacific West U.S. .................. 12.1 16.7 Mammoth
Midwest U.S. ....................... 7.0 9.7 --
Southeast U.S. ..................... 5.0 6.9 Snowshoe
---- -----
72.4 100.0
==== =====
North American ski resorts range from small regional ski areas which
primarily cater to day skiers to large amenity-filled resorts targeted to the
destination visitor. Day visitors tend to focus on lift ticket prices and
accessibility. Destination visitors stay for one or more nights, focus on the
number of amenities and activities offered as well as the perceived overall
quality of their vacation experience, are less price sensitive than day
visitors, spend more on non-lift ticket items and are less likely to change
their skiing plans because of changes in local conditions. As a result of these
differences, destination visitors generate significantly higher revenue per day
for resort owners than day visitors and provide balance to the resort's revenue
mix. The smaller day-visitor ski areas predominate in terms of number of
resorts, but capture significantly less traffic than the large destination ski
areas. The National Ski Areas Association estimated that in the 2001/2002 ski
season the largest 20% of ski areas accounted for approximately 80% of the total
skier visits in the United States. The Company has determined that, depending on
customer mix, 80-85% of visits to its resorts are "drive-to" (i.e., the visitor
drives from home to the resort).
Since 1985 the number of active skiers and annual skier visits in North
America has not changed significantly. During the same period, the mountain
resort industry has undergone a period of consolidation and attrition resulting
in a significant decline in the total number of ski areas in North America. The
number of North American ski resorts has declined from approximately 1,025 in
1985 to approximately 730 in 2002. The Company believes that technological
advances, most notably in the development of high-speed lifts, and rising
infrastructure costs were the driving forces behind this consolidation and will
continue to drive further consolidation as the majority of resorts lack the
capital and management ability to compete with the emerging industry leaders. In
addition, the mountain resort industry is characterized by significant barriers
to entry since the number of attractive sites is limited, the costs of resort
development are high and environmental regulations impose significant
restrictions on new development. The last new major ski facility in North
America was opened in 1981. Despite the recent consolidation
A-5
trend among destination resorts, ownership of the smaller regional resorts
remains highly fragmented. The Company believes that the continuing attrition of
smaller regional resorts will also provide growth opportunities for destination
resorts in this segment of the industry.
The Company is positioned to benefit from certain recent trends and
developments which are favourably affecting the North American mountain resort
industry, including (i) demographic trends under which the large "baby boom"
generation is entering the 45 years and over age category, which is the age
group with the highest average individual skier visit frequency and the largest
number of buyers of vacation property, and the leading edge of the "echo boom"
generation has entered the teenage years, which is the prime entry age for
skiing, snowboarding and other "on-snow" sports, (ii) societal trends which
place a greater focus on leisure, fitness and outdoor activities, (iii) product
innovations such as parabolic skis which encourage broader participation,
facilitate learning and enhance performance and (iv) the continuing growth of
snowboarding, which is increasing youth and young adult participation in
mountain sports. In the United States, skier visits attributable to snowboarders
have increased steadily and are currently estimated to represent 29% of all
skier visits in the United States. The Company believes that these trends and
developments will continue to attract additional destination guests and will
result in growing demand from affluent families for vacation homes in mountain
resorts.
THE GOLF INDUSTRY
There are approximately 19,000 golf courses in North America -- 17,000 in
the United States and 2,000 in Canada. In 1999 there were approximately 26
million active golfers in the United States and 5 million in Canada,
representing about a 13% participation rate. While participation has been
relatively stable over the past few years, consumer spending on golf has
increased significantly, from $7.8 billion in the United States in 1986 to over
$22 billion in 1999. Revenue per round has been driven up by increases in greens
fees and higher spending on equipment, lessons, golf cart rental and other
services.
The same demographic trends that are impacting the mountain resort
industry are affecting golf. The aging of the "baby boom" generation is expected
to increase the number of rounds played and the average revenue per round.
Golfers over the age of 50 currently account for approximately 25% of total
golfers but they play almost 50% of the total rounds each year and they spend
over 50% more per player than younger golfers. In addition, the largest age
group of beginners to golf is the 18-29-year old group and the leading edge of
the "echo boom" generation turned 18 in 1996. Equipment innovations, such as
over-sized golf club heads, are encouraging broader participation by
facilitating learning and enhancing performance.
The ownership of golf courses in North America is highly fragmented. In
the United States there are approximately 11,000 different golf course owners
and the top 15 course owners/managers have only approximately 5% of the market
in aggregate. Similarly in Canada, less than 2% of golf courses are owned or
operated by multi-course operators. Consolidation of the golf industry has begun
as many independent owners lack the necessary capital to improve or maintain
their courses, there is a limited supply of experienced golf operating
personnel, and cost and marketing efficiencies are enhanced by the operation of
multiple golf courses. Intrawest expects to capitalize on this consolidation
trend by acquiring additional golf courses in the future.
A-6
RESORT MANAGEMENT AND DEVELOPMENT
RESORT OPERATIONS
MOUNTAIN RESORT PROPERTIES
The following table summarizes certain key statistics relating to each of
the Company's mountain resort locations.
INTRAWEST AVERAGE SNOW- 2001/2002
OWNERSHIP SKIABLE VERTICAL LIFTS ANNUAL MAKING SKIER
RESORT PERCENTAGE TERRAIN DROP TRAILS (HIGH-SPEED) SNOWFALL COVERAGE VISITS
------ ---------- ------- -------- ------ ------------ -------- -------- ---------
(%) (ACRES) (FEET) (INCHES) (%) (000'S)
Whistler Blackcomb... 77 7,071 5,280 227 33(15) 360 7 2,230
Mammoth.............. 59.5(1) 3,500 3,100 185 35(10) 350 17 1,221
Copper............... 100 2,450 2,699 125 23(5) 255 16 1,005
Tremblant............ 100 604 2,115 92 14(7) 140 75 754
Blue Mountain........ 50 251 720 34 12(4) 100 94 472
Snowshoe............. 100 224 1,598 57 14(2) 185 100 417
Stratton............. 100 583 2,003 90 16(5) 180 86 387
Mountain Creek....... 100 168 1,040 44 11(3) 90 100 254
Panorama............. 100 1,500 4,047 100 10(1) 110 35 212
Mont Ste. Marie(2)... 100 108 1,250 25 3(2) 120 90 62
---------------
(1) Each of the shareholders of Mammoth Mountain Ski Area ("MMSA") (including
the Company) has a pro rata right of first refusal to purchase any shares of
MMSA to be sold by any other shareholder to third parties.
(2) The Company sold Mont Ste. Marie effective February 1, 2002.
WHISTLER BLACKCOMB. Whistler Blackcomb, located approximately 75 miles
northeast of Vancouver, British Columbia, is North America's most visited ski
resort. The Resort Municipality of Whistler ("Whistler Resort") is centred
around the downhill ski facilities at Whistler and Blackcomb which have been in
operation since 1966 and 1980, respectively. Whistler Resort is accessible
year-round by car and railroad, as well as by air via Vancouver's international
airport. The expansion of the Vancouver airport, combined with the "open skies
policy" between Canada and the United States, has increased direct flights from
key population centres, particularly in the United States.
Since Intrawest acquired Blackcomb in 1986, the Company has invested
heavily on capital improvements including high-speed lifts, expanded trails,
upgraded snowmaking capabilities, new restaurants and employee housing. Since
1988 Whistler has upgraded and replaced many of its older lifts and has expanded
its restaurant and service facilities. Together Whistler and Blackcomb Mountain
skier visits in 2001/2002 totaled 2,230,000, the largest in North America for a
single resort.
The Company operates a 3,414-acre ski area facility at Blackcomb which has
elevations at its base of 2,214 feet and at its peak of 7,494 feet, resulting in
a vertical drop of 5,280 feet, the greatest of any North American ski mountain.
Blackcomb, the only major North American mountain resort with two glaciers, is
able to offer skiing and snowboarding until early August. As a result, Blackcomb
is a leading summer training site for ski and snowboard competitors. All of the
lifts and ski runs, and some of the buildings, are located on land leased to
Blackcomb by the Province of British Columbia under a ski area agreement which
expires in 2029. An annual lease payment currently equal to 2% of defined gross
revenue is payable by Blackcomb under this agreement.
Whistler has a 3,657-acre ski area facility which has elevations at its
base of 2,140 feet and at its peak of 7,160 feet, resulting in a vertical drop
of 5,020 feet, the second greatest of any North American ski mountain. Whistler
has one glacier and seven high alpine bowls. Currently, less than two-thirds of
the skiable terrain is serviced by lifts. All of the lifts and ski runs, and
some of the buildings, are located on land leased to Whistler by the Province of
British Columbia under a ski area agreement which expires in 2032. An annual
lease payment currently equal to 2% of defined gross revenue is payable by
Whistler under this agreement.
A-7
The Company is the largest retailer in Whistler Resort with 43 retail and
equipment rental shops. The Company also has food and beverage operations at 16
restaurants and bars, having a total seating capacity of approximately 8,200.
Whistler Blackcomb's 1,400-person ski and snowboard school offers classes
for both adults and children. An 8,000-square foot children's and youth's lodge
was built in 1995 to accommodate the growing demand for this service. The
combined Whistler Blackcomb ski school offers more Level IV instructors than any
other resort in North America.
Whistler Resort has undergone considerable development over the past
several years and now contains approximately 250 shops and restaurants, lodging
units for approximately 40,000 people, and numerous galleries and recreation and
entertainment facilities. With three championship golf courses designed by
Arnold Palmer, Jack Nicklaus and Robert Trent Jones Jr., respectively (none of
which is owned by the Company), lakes for swimming and boating, extensive
mountain biking trails and numerous festival activities, Whistler Resort draws
visitors from around the world and is a well-established year-round tourist
attraction.
MAMMOTH. Intrawest acquired a 33% interest in Mammoth effective December
1995, increasing its interest to 51% in November 1997, 58% in January 1998 and
59.5% in April 1999. Mammoth is located in central California in the eastern
Sierra Nevada mountain range 325 miles north of Los Angeles. It is the closest
major mountain resort to the heavily populated southern California market from
which it draws most of its visitors. Mammoth is also located approximately four
miles from the town of Mammoth Lakes which has a permanent population of
approximately 7,000 people. Mammoth Lakes has over 50 restaurants and bars and
150 lodging facilities.
Mammoth consists of two separate ski areas, Mammoth Mountain and June
Mountain, which are approximately 20 miles apart. Mammoth has a 3,500-acre ski
area facility which has elevations at its base of 7,953 feet and at its peak of
11,053 feet. Mammoth has 185 trails which are serviced by 35 lifts, including 10
high-speed quad chairlifts. All of Mammoth's lifts, ski trails and related
assets are located on land leased to Mammoth by the United States Forest Service
under various special use permits which expire at various times during the
period from 2012 to 2024. Pursuant to these permits, Mammoth makes annual
payments based on a percentage of sales.
Mammoth owns and operates 6 sport shops, 5 hotel properties, and food and
beverage operations at 9 restaurants and bars, having a total seating capacity
of approximately 4,600.
Summer activities at Mammoth include 80 miles of mountain biking trails,
fishing, board-sailing and water skiing on nearby lakes, and hiking through the
Sierra Nevadas. There is a golf course in Mammoth Lakes and Intrawest is a
partner in the Sierra Star Golf Course at Mammoth. Yosemite National Park, a
two-hour drive from Mammoth, draws visitors to the region from around the world.
COPPER. Copper is located approximately 75 miles west of Denver in Summit
County, the heart of Colorado's ski country. Copper is easily accessible by car
via Interstate 70 and by air through three airports at Denver, Colorado Springs
and Eagle.
Development of the village at Copper began in 1972. Since 1989 Copper has
invested significantly in capital improvements including high-speed lifts, new
restaurant facilities and service buildings, and vehicles and other equipment.
The Company completed its acquisition of Copper in 1997 and intends to continue
to make capital improvements at Copper including new lifts and trails and
expanded restaurant facilities.
Copper has a 2,450-acre ski area facility on three mountains, Copper,
Union Peak and Tucker Mountain. Copper's ski operations were established in
1972. Copper has elevations at its base of 9,712 feet and at its peak of 12,411
feet. The skiable terrain is serviced by 23 lifts, including five high-speed
chairlifts. Copper owns substantially all of the base area land and facilities.
A significant portion of Copper's lifts, ski trails and related assets are
located on land leased to Copper by the United States Forest Service under a
special use permit which expires in 2037. Pursuant to this permit, Copper makes
monthly
A-8
payments of between 1.5% and 6.75% of the annual gross revenue generated from
Copper's facilities physically located on government land.
Copper has 125 interconnected trails located on the front and back of its
three mountains suited to a wide variety of skier ability levels. In addition to
1,366 acres of tree-lined ski trails, Copper offers four high alpine bowls which
provide skiers with 1,067 acres of above-timberline skiing.
Copper has 5 retail shops and 3 equipment rental shops, and food and
beverage operations at 11 restaurants and bars, having a total seating capacity
of approximately 2,400.
The Copper area has four-season appeal. Summer activities include golf on
the highest altitude championship course in North America at the Pete
Dye-designed Copper Creek Golf Course (owned by the Company), horseback riding,
bungee jumping, fishing and mountain biking accessed via chairlift. Bike riders
can access a paved bike path system which connects all resorts located in Summit
and Eagle Counties. In addition, mountain bikers can access a variety of trails,
including the Colorado Trail which travels from Denver to the southwestern
Colorado town of Durango. Numerous festivals and special events also support the
Copper area as a major summer tourist attraction.
TREMBLANT. Tremblant, located in the Laurentians, 90 miles north of
Montreal, Quebec, has been rated as the number-one ski resort in the East by SKI
magazine in four of the past five years. The resort is accessible by car via a
major four-lane highway from Montreal and by air through major international
airports located in Montreal and Ottawa. Tremblant draws most of its visitors
from Montreal, Ottawa, Toronto and the northeastern United States.
Opened in 1939, Tremblant is the oldest major operating ski area in
Canada. Since acquiring Tremblant in 1991, Intrawest has carried out a
significant expansion of the ski facilities, including the addition of
high-speed detachable quad chairlifts, six- and eight-passenger gondolas, new
trails, a 1,000-seat mountain-top restaurant, a state-of-the-art snowmaking
system, the Edge, Tremblant's first new peak since 1943, and the Versant Soleil,
the largest ski terrain expansion since the initial development of Tremblant.
The Company operates a 604-acre ski area facility at Tremblant which has
elevations at its base of 755 feet and at its peak of 2,870 feet, resulting in
the greatest vertical drop in eastern Canada. Tremblant has 92 trails which are
serviced by 14 lifts, including seven high-speed quad chairlifts. Tremblant has
more high-speed lifts than any other resort in eastern North America. All of
Tremblant's lifts and ski runs, and some of its buildings, are located on land
leased to Tremblant by the Province of Quebec under a ski area agreement that
expires in 2051. Pursuant to this agreement, Tremblant pays a minimal annual
lease payment.
Tremblant has 17 sports shops and food and beverage operations at 9
restaurants, cafes and bars, having a total seating capacity of approximately
2,700.
Tremblant has been designed as a four-season resort which emphasizes a
unique French Canadian charm and is a text-book example of staged village
development. Its summer attractions include swimming and boating on nine-mile
long Lac Tremblant at the base of the mountain, golf at Le Geant and Le Diable,
two 18-hole championship golf courses owned by the Company, tennis, hiking and
mountain biking. The Company is a partner in Chateau Mont Tremblant, a
world-class hotel and conference centre. The facility was completed in November
1996 and is managed by Fairmont Hotels & Resorts. The 36,000-square foot
convention centre, which can accommodate 1,800 delegates, has increased traffic
at the resort year round and particularly during the shoulder seasons.
BLUE MOUNTAIN. Blue Mountain, Ontario's largest mountain resort, is
located approximately 100 miles northwest of Toronto on the southern shores of
Georgian Bay. Skiing began at Blue Mountain in 1941. Intrawest acquired its 50%
interest in Blue Mountain in January 1999. Blue Mountain has a 251-acre ski area
facility with a vertical drop of 720 feet. Blue Mountain's 34 trails are
serviced by 12 lifts, including 4 high-speed chairlifts. Blue Mountain has food
and beverage operations at 6 locations having a total seating capacity of
approximately 2,800.
A-9
Blue Mountain's summer amenities include an 18-hole golf course and a
waterfront park on Georgian Bay.
SNOWSHOE. Snowshoe, located in West Virginia, is the largest ski resort
in the mid-Atlantic region of the United States and has the greatest vertical
drop, most uphill capacity, most extensive snowmaking coverage and the largest
on-site bed base in the region. Approximately 95% of Snowshoe's annual visitors
are destination skiers who drive from a market that includes North Carolina,
South Carolina, Virginia and Georgia. Snowshoe, established in 1973, consists of
two separate ski areas, Snowshoe Mountain and Silver Creek Mountain, which are
one mile apart and connected by shuttle bus service.
Intrawest acquired Snowshoe in 1995 and has invested significantly in new
capital improvements, mainly consisting of lifts, snowmaking and terrain
expansion. The Company operates a 200-acre ski area facility at Snowshoe which
has elevations at its base of 3,250 feet and at its peak of 4,848 feet. Snowshoe
has 57 trails which are serviced by 14 lifts, including two high-speed
chairlifts. Snowshoe's elevation is one of the highest among all ski resorts
east of the U.S. Rockies, which enables Snowshoe to have a longer season than
its regional competitors. The Company owns all of the land on which the ski
facilities are located.
Snowshoe has 18 retail shops, 5 of which are concessioned to third-party
operators. The resort also owns and operates 13 restaurants and 9 bars, having a
total seating capacity of approximately 2,500. Snowshoe owns 2 lodges having a
total of 250 rooms and manages approximately 1,000 rental condominiums.
Snowshoe's summer amenities include an 18-hole championship golf course
owned by the Company and designed by Gary Player, over 100 miles of marked
mountain biking trails, various tennis and swimming facilities, horseback riding
and miniature golf. The resort also owns a conference centre with over 10,000
square feet of meeting rooms and banquet facilities which draw business
travellers throughout the year.
STRATTON. Stratton is located in southern Vermont and draws most of its
visitors from the affluent markets of metropolitan New York, Connecticut, New
Jersey and Massachusetts. The northeast corridor of the United States represents
the largest concentration of skiers and skier visits in North America. Stratton,
established in 1961, is generally regarded as the birthplace of snowboarding.
Stratton formed the world's first snowboard school and has hosted snowboarding's
U.S. Open, a major snowboard competition, every year since 1985.
Since Intrawest acquired Stratton in 1994, the Company has invested
significantly in capital improvements, primarily comprising upgrades to the
snowmaking system, a six-passenger high-speed chairlift and improvements to the
base area facilities. The Company operates a 583-acre ski area facility at
Stratton which has elevations at its base of 1,933 feet and at its peak of 3,936
feet, the highest ski peak in southern Vermont. Stratton has 90 trails which are
serviced by 16 lifts, five of which are high-speed.
Stratton has 20 separate retail shops and food and beverage operations at
12 restaurants and bars, having a total seating capacity of approximately 2,300.
Stratton's summer amenities include a 27-hole championship golf course, a
22-acre golf school and a sports and tennis complex, all of which are owned and
operated by the Company. The town of Manchester, located approximately 22 miles
from Stratton, is one of Vermont's busiest summer tourist attractions with over
70 designer discount outlets, antique stores and art galleries.
MOUNTAIN CREEK. Mountain Creek, located approximately 50 miles from New
York City, is the closest major skiing complex to the metropolitan New York
area.
Intrawest acquired Mountain Creek in February 1998. The ski area includes
1,100 acres of land encompassing three peaks -- Vernon Valley, Great Gorge South
and Great Gorge North -- currently providing approximately 168 acres of skiable
terrain that can be readily expanded, and a vertical drop of 1,040 feet, the
greatest in the New York metropolitan area. The resort offers night skiing on
all of its
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skiable terrain, and the Company owns all the land on which the ski facilities
are located. Mountain Creek's summer amenities include a 75-acre waterpark and 5
mountain-top lakes.
PANORAMA. Panorama is located in the Purcell Mountains approximately 12
miles from Invermere, British Columbia. The resort is a 3 1/2-hour drive from
Calgary, Alberta from which Panorama draws many of its visitors. Skiing and
village development began at Panorama in 1968. Since Intrawest acquired Panorama
in 1993, the Company has added approximately 1,000 acres of skiable terrain
designed to provide more variety for destination skiers and installed a summit
T-bar lift to increase Panorama's skiable vertical drop to 4,047 feet, the third
greatest in Canada surpassed only by Blackcomb and Whistler.
The Company operates a 1,500-acre ski area facility at Panorama which has
elevations at its base of 3,736 feet and at its peak of 7,783 feet. Panorama has
100 trails which are serviced by 10 lifts, including one high-speed quad
chairlift. All of the lifts and ski runs, and some of the buildings, are located
on land leased to Panorama by the Province of British Columbia under a ski area
agreement that expires in 2033. Pursuant to this agreement, Panorama pays an
annual lease payment currently equal to 2% of defined gross revenue.
Panorama has 4 retail shops and food and beverage operations at 8
restaurants and bars, having a total seating capacity of approximately 850.
Panorama offers access to some of the best heli-skiing in the world. All
of the commercial facilities at the resort, except for the heli-skiing
operation, are owned and operated by the Company. Panorama's summer amenities
include Greywolf, an award-winning 18-hole championship golf course 50% owned by
the Company and a mountainside waterpark with hot tubs and slides. Other summer
attractions in the area include mountain biking, whitewater rafting and
kayaking, horseback riding, tennis and hot springs at Radium and Fairmont.
WARM-WEATHER DESTINATION PROPERTIES
SANDESTIN. Sandestin is located in Destin, in northwestern Florida, a
major tourist, second-home and retirement destination. The resort has a one-half
mile of frontage on the Gulf of Mexico and 6 1/2 miles of frontage on
Choctawhatchee Bay, which forms part of the Intracoastal waterway. Sandestin is
the only resort in northwestern Florida that offers both beach and bay access
directly from the property.
Sandestin has 73 holes of golf on four separate courses. The resort also
features 32,300 square feet of conference facilities, a 98-slip full-service
marina suitable for craft up to 100 feet in length, 15 tennis courts, management
of approximately 775 residential rental units, and various restaurants, bars and
other recreational amenities.
RAVEN. Raven is the premier brand of Intrawest's dedicated golf group,
Intrawest Golf. Intrawest Golf owns and operates four Raven courses in addition
to its other owned and managed courses.
OTHER RESORT PROPERTIES
CANADIAN MOUNTAIN HOLIDAYS. The Company has a 45% equity interest in
Alpine, the parent company of CMH, which provides helicopter destination skiing
and helicopter-assisted mountaineering and hiking in southeastern British
Columbia. Alpine also provides non-leisure helicopter services on a contract
basis. Approximately 75% of Alpine's annual revenue is generated from its
leisure business operations.
CMH, a leader in the heli-skiing industry, offers heli-skiing vacations in
12 mountain areas. CMH's operations include 21 helicopters, 7 remote lodges and
5 heli-hiking areas.
SOURCES OF RESORT OPERATIONS REVENUE
Intrawest's resort operations revenue from the ski and resort and
warm-weather segments is derived from a wide variety of sources including
mountain operations (lift-tickets and heli-skiing), retail and rental shops,
food and beverage, lodging and property management, ski school, golf, tennis and
other summer
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activities. Sales of lift tickets represent the single largest source of resort
operations revenue (39.8% for fiscal 2002).
The following chart provides a breakdown of the sources of the Company's
ski and resort operations and warm-weather operations revenue during fiscal
2002. See "Selected Consolidated Financial Information -- Segmented Information"
for segmented information.
REVENUE PROPORTION
------------ ----------
(MILLIONS OF (%)
DOLLARS)
Mountain operations......................................... $193.3 39.8
Retail and rental shops..................................... 85.0 17.5
Food and beverage........................................... 63.0 13.0
Lodging and property management............................. 61.0 12.6
Ski school.................................................. 30.4 6.3
Golf........................................................ 29.4 6.1
Other....................................................... 23.0 4.7
------ -----
$485.1 100.0
====== =====
MOUNTAIN OPERATIONS. The Company sells a wide variety of lift ticket
products at its resorts targeted to particular customer segments at different
times of the season. These products include season passes, frequent skier cards,
single- and multi-day tickets, and heli-skiing revenue. Season pass purchasers
are a very important customer group because generally they are the most frequent
visitors, have a loyalty to the resort and are owners of real estate at the
resort. The frequent skier card is in use at Whistler Blackcomb, Tremblant,
Stratton, Mammoth and Copper. In addition to their other features, frequent
skier cards at Whistler Blackcomb and Stratton offer direct lift access as the
card is scanned at the lift line and a charge is made against the cardholder's
credit card. The Company uses its frequent skier cards to increase skier visits
at non-peak times by offering discounts against the regular day ticket price or
by tying in promotions at its retail stores or food and beverage facilities.
Single- and multi-day tickets constitute the balance of the Company's line of
lift ticket products. These lift tickets are often sold to customers in packages
including accommodations in order to fill beds when occupancy is expected to be
low. Since fiscal 2000 revenue from lift ticket sales has increased from $177.1
million to $193.3 million, primarily because of improvements in ticket yields
and increased skier visits. The Company's goal is to manage its ticket yields to
obtain premium prices during peak periods and maximize aggregate lift ticket
revenue during non-peak periods.
RETAIL AND RENTAL SHOPS. The retail and equipment rental operations
contribute significantly to overall resort profitability. Revenue from the
Company's retail division increased from $72.8 million in fiscal 2000 to $85.0
million in fiscal 2002. Retail revenue aids in stabilizing the Company's daily
and weekly cash flows, as the Company's shops tend to have the strongest sales
on poor weather days. Shopping is generally an important part of the guest
vacation experience and interesting shops are a vital ingredient in the total
resort framework. Across all of its resorts the Company owns 133 retail and ski
rental shops containing approximately 239,000 square feet of sales/service area.
The large number of retail locations operated by the Company allows it to
improve margins through large quantity purchase agreements and sponsorship
relationships. These shops are located on the mountains and in the base areas.
On-mountain shops generally sell ski accessories such as goggles, sunglasses,
hats and gloves while base-area shops sell these items as well as hard goods
such as skis, snowboards, boots and larger soft goods such as jackets and
snowsuits. In addition, all locations offer the Company's own logo-wear which
generally provides higher profit margins than other retail products. In the
non-winter seasons, most of the on-mountain shops are closed and the base-area
shops sell mountain bikes, in-line skates, tennis equipment and warm-weather
apparel.
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The Company also owns and operates the 50-store chain of Breeze/Max sport
retail and ski and snowboard rental shops containing approximately 96,000 square
feet of space. This chain has locations in the western United States.
FOOD AND BEVERAGE. Food and beverage has become an increasingly important
component in providing a satisfying guest experience and has been a significant
source of revenue growth for the Company. The introduction of high-speed lifts
in the late 1980s has allowed skiers to ski more runs in a shorter period,
thereby providing more time for other activities, such as dining.
Each of Intrawest's mountain resorts owns and operates all of its
on-mountain food and beverage facilities. These facilities include restaurants,
bars, cafes, warming huts, cafeterias and fine dining options such as
Christine's at Blackcomb and La Legende at Tremblant. Destination resorts, such
as Whistler Blackcomb, which cater to visitors from all over the world, offer a
wide variety of ethnic foods in their on-mountain restaurants as well as
specialty menus for different family members. The resorts also own and operate
many of the base-area restaurants and bars as well as many of the food service
outlets in their village centres. In total, the Company owns and operates 110
different food and beverage facilities at its mountain resorts with more than
28,000 seats. The Company's control of its on-mountain and base-area food
services allows it to capture a larger proportion of guest spending as well as
to ensure product and service quality. Revenue from food and beverage services
increased from $60.1 million in fiscal 2000 to $63.0 million in fiscal 2002.
LODGING AND PROPERTY MANAGEMENT. The Company's lodging and property
management division manages its own properties as well as properties owned by
third parties. Currently the Company owns or manages approximately 6,200 lodging
units at its mountain resorts. The lodging division performs a full complement
of guest services including reservations, property management, housekeeping and
brokerage operations. Each mountain resort has a welcome centre to which newly
arriving guests are directed. The centre allocates accommodations and provides
guests with information on all of the resort's activities and services. The
Company's property management operation seeks to maximize the synergies that
exist between lodging and lift-ticket promotions. Revenue from lodging and
property management increased from $53.5 million in fiscal 2000 to $61.0 million
in fiscal 2002.
The Company's real estate development program is designed to ensure the
continued growth of its lodging operation. Typically, newly constructed
condominiums and townhomes are sold to owners who put the units into a rental
pool managed by the Company. The resulting growth in occupancy increases skier
visits and provides an additional source of fee revenue for the Company.
The Company, through its subsidiary Resort Reservations Network Inc.
("Rezrez"), offers guests the opportunity to plan and book their vacation over
the telephone or through an online booking engine via the Internet. Travelers
may customize their travel and fully plan and book all of their vacation needs
from accommodation, airline bookings, car rentals, lift passes, ski rentals and
ski lessons. Pre-set packages are also available.
SKI SCHOOL. The Company operates the ski school at each of its mountain
resorts, except at Panorama where this service is concessioned to a third party.
A variety of programs are offered to skiers, targeted to different ability
levels and age groups. Future growth is expected to result from growth in the
sport of snowboarding and technological advances currently taking place in
alpine skiing equipment, for which the ski schools at the Company's resorts have
qualified instructors. The Company's resorts offer packages designed to combine
the new technologies with instructor-led learning sessions.
The Company has approximately 3,400 instructors on its ski school staff
across all of its mountain resorts. Over the past several years, the Company has
initiated programs to increase its ski school business. Revenue from ski schools
increased from $25.8 million in fiscal 2000 to $30.4 million in fiscal 2002.
GOLF. Intrawest entered the golf business with its acquisition of
Stratton in fiscal 1995. At its mountain resorts, the Company owns and operates
championship golf courses at Panorama, Blue Mountain, Tremblant, Copper,
Stratton, Snowshoe and Mammoth. The Company also owns an additional nine golf
courses at its warm-weather resort properties in Florida and Arizona and two
golf courses in Pitt
A-13
Meadows, British Columbia. Stratton also offers a golf school which attracts
students from throughout eastern North America. Golf is a primary attraction in
the summer and shoulder seasons, providing the Company with revenue from greens
fees, golf cart rentals and pro-shop sales. In addition, golf also drives a
significant portion of the food and beverage and lodging revenue during the
summer. Golf courses are also a selling feature for real estate. The Company has
significant developable land parcels adjacent to golf courses at its resorts,
which generally command higher selling prices than other real estate. In
addition, Intrawest manages eight golf courses owned by other parties. Revenue
from golf declined from $30.9 million in fiscal 2000 to $29.4 million in fiscal
2002.
OTHER. The Company generates additional revenue from ownership of
community facilities, such as athletic centers, sports clubs and telephone
services.
SPONSORSHIP AND SPECIAL EVENTS
An important part of the Company's business strategy is to increase
exposure of the Intrawest brand name and the brand names of the individual
Intrawest resorts by entering into sponsorship relationships with leading
companies and by hosting world-class events to gain international exposure. The
Company's geographically diversified mountain resorts are particularly appealing
to sponsors seeking exposure across North America. In addition, the Company's
leading industry position, coupled with the demographics of its customer base,
make it an attractive partner for prospective sponsors. The Company's business
sponsors include Coca Cola, Labatt USA, Kodak, Nestle, Visa, Telus, Bell and The
Globe and Mail.
The Company's resorts host a number of world-class sporting events
including the Nokia Snowboard FIS World Cup Tour, the Canadian Alpine National
Championships and snowboarding's U.S. Open championship at Stratton. Whistler,
Panorama and Mammoth have also been the sites of several World Cup downhill and
slalom races. In addition to these events, the Company's resorts host numerous
high-profile music and arts events.
INFORMATION TECHNOLOGY
The Company's information technology systems improve communication with
its guests and enhance guest service and convenience. These systems are intended
to simplify a guest's purchase and use of the Company's services in order to
build guest loyalty and encourage repeat buying. Current information technology
initiatives which have been implemented at certain of the Company's resorts
include (i) direct lift access systems by which skiers can avoid the ticket
window by having their photo identification passes scanned at the lift line
resulting in a charge to their credit cards, (ii) digital imaging systems for
ski passes that prevent season passholders from having to be photographed
annually, (iii) resort-wide guest charging systems whereby an identification
card can be used to charge goods or services at any of the Company's facilities
across the resort, (iv) central reservation systems for use in connection with
the Company's property management business and (v) ski school reservation and
instructor scheduling systems that simplify the booking process for guests and
allow the Company to ensure better utilization of instructors.
RESORT MARKETING AND SALES
The primary objectives of the Company's marketing strategy include (i)
increasing the Company's market share of North American, European and Asian
visitors, (ii) building demand during both peak and non-peak periods, (iii)
increasing existing customers' use of the Company's network of resorts, (iv)
expanding the summer-and shoulder-season businesses of the Company's resorts and
(v) increasing the Company's total share of customer spending across each
resort. Using market research information from the Company's database and
employee feedback, the Company builds marketing programs which are targeted at
particular customer and season segments.
While traditional marketing mediums such as print media in ski industry
and lifestyle publications continue to play a role in the overall marketing mix,
the Company is placing increased emphasis on database marketing, strategic
partnering and sponsorship initiatives. The Company has commenced
A-14
initiatives to exploit its database to develop programs that identify and target
new customers and increase the visit frequency and spending of existing
customers.
RESORT REAL ESTATE DEVELOPMENT
Intrawest is North America's largest mountain resort real estate
developer. The Company has over 25 years of experience in the real estate
industry, initially in the development of urban residential and commercial
properties in the Pacific Northwest and, beginning in 1986 with its acquisition
of Blackcomb, the development of mountain resort properties. In the past ten
fiscal years, the Company has developed and sold approximately $1.7 billion of
real estate, including non-resort real estate. In 1994 the Company determined
that it would no longer develop urban real estate and that it would sell its
non-resort assets in order to concentrate on its resort operations and resort
development activities. Intrawest's real estate expertise is a key operating
strength which differentiates the Company from its mountain resort competitors.
The Company has expertise in all aspects of real estate development, including
master planning, project design, construction, sales and marketing, and property
management.
The following table summarizes certain key statistics relating to each of
the Company's resort real estate holdings.
AS AT JUNE 30, 2002
DATE --------------------------------------------------------------------------------
CONSTRUCTION RESIDENTIAL COMMERCIAL
COMMENCED/ RESIDENTIAL UNITS HELD COMMERCIAL COMMERCIAL SPACE HELD
IS EXPECTED RESIDENTIAL UNITS UNDER FOR FUTURE SPACE SPACE UNDER FOR FUTURE
RESORT TO COMMENCE UNITS SOLD DEVELOPMENT DEVELOPMENT COMPLETED DEVELOPMENT DEVELOPMENT
------ ------------ ----------- ----------- ----------- ---------- ----------- -----------
(SQ FT) (SQ FT) (SQ FT)
Whistler
Blackcomb(1)......... 1987 3,063 428 330 109,000 69,000 37,000
Tremblant.............. 1992 1,994 70 2,742 154,000 -- 89,000
Keystone(2)............ 1995 928 115 1,511 95,000 -- 94,000
Panorama............... 1995 387 61 1,068 22,000 -- 10,000
Stratton............... 1997 270 20 849 -- -- 30,000
Snowshoe............... 1997 284 98 923 35,000 3,000 50,000
Mammoth................ 1998 343 209 2,137 4,000 62,000 41,000
Copper................. 1998 454 59 526 77,000 10,000 27,000
Sandestin.............. 1999 661 304 1,393 19,000 96,000 24,000
Solitude(3)............ 1999 120 50 64 9,000 -- 3,000
Three Peaks(4)......... 2000 180 70 75 -- -- --
Blue Mountain.......... 2000 326 104 1,555 18,000 17,000 85,000
Squaw Valley........... 2000 137 153 285 32,000 35,000 56,000
Mountain Creek......... 2001 39 66 649 -- -- 169,000
Lake Las Vegas......... 2001 -- 115 683 -- 60,000 88,000
Les Arcs............... 2002 -- 102 621 -- 7,000 55,000
Snowmass............... 2003 -- -- 630 -- -- 151,000
----- ----- ------ ------- ------- ---------
9,186 2,024(5) 16,041(5) 574,000 359,000(5) 1,009,000(5)
===== ===== ====== ======= ======= =========
---------------
(1) The Company has a 77% interest in both Whistler Mountain Resort Limited
Partnership and in Blackcomb Skiing Enterprises Limited Partnership. The
information on Whistler Blackcomb in this table reflects 100% of the
partnerships' land holdings.
(2) The Company has a 50% interest in a joint venture that owns and is
developing the land at Keystone (certain projects are at 55% and 60%). The
information on Keystone in this table reflects 100% of the joint venture's
land holdings.
(3) The Company entered into an option agreement with Solitude Ski Corporation
in September 1998 pursuant to which the Company has the right to acquire
land at the base of Solitude Mountain.
(4) The Company has a 50% interest in a joint venture that owns and is
developing the land at Three Peaks. The information on Three Peaks in this
table reflects 100% of the joint venture's land holdings.
(5) The Company's pipeline of real estate projects comprises residential units
and commercial space under development and held for future development which
aggregate 19,433 units.
A-15
THE DEVELOPMENT PROCESS
Intrawest's approach to real estate development encompasses (i) land
acquisition, (ii) resort master planning, (iii) project development and
construction, (iv) marketing and sales and (v) commercial development and
leasing. The Company carefully manages the number and mix of new projects
brought to the market each year to maximize its returns and support real estate
values. In addition, control over all development activities allows the Company
to more closely align its real estate strategies with resort operations.
LAND ACQUISITION. The same factors which drive resort visits, such as
accessibility, four-season attractions and amenities, and proximity to major
markets, also enhance real estate values. When Intrawest investigates potential
resort acquisitions, the potential for real estate development is one of the
primary considerations.
Intrawest believes that it has a conservative approach to the acquisition
of land. The Company typically acquires its land at low cost in conjunction with
the purchase of the resorts or through joint ventures or other arrangements
which typically provide that land payments are due only when units are sold. The
extensive land holdings at Tremblant, Panorama, Stratton, Snowshoe, Copper and
Mountain Creek were acquired at low cost in conjunction with the acquisition of
these resorts. At Blackcomb, the Company has options which it may exercise for
specific project sites when permits are in place and construction is set to
commence. Intrawest secured its land holdings at Keystone by forming a joint
venture with the land owner under which land is only paid for as completed units
are sold. At Whistler, the price of the acquired land is deferred until certain
real estate development rights are employed or disposed of, subject to minimum
annual payments of Cdn.$3.0 million. At Squaw Valley, the land which Intrawest
has the right to acquire is currently used by the resort owner for visitor
parking and, as consideration for the land, the Company must provide replacement
parking stalls for those displaced by the development.
RESORT MASTER PLANNING. The starting point of the Company's development
program at a resort is the "envisioning process," under which consultants and
members of Intrawest's management plan future developments by envisioning how an
entire resort will appeal to visitors. The envisioning process includes
consideration of issues such as the historical significance and unique features
of the site, the desired architectural character of the resort, the ambience of
the resort, and the amenities and features that will animate the resort. The end
product of this process is a vision statement which, throughout the build-out of
a resort, serves as a guide to the development of the resort. The highlights of
the vision statement are incorporated into a short multi-media presentation
which employs evocative photography, words and music to communicate the vision
to large audiences, including various levels of government, partners and
associates, the financial community, the media, environmental groups and the
general public. The envisioning process was used to create the French Canadian
village theme for Tremblant and the Colorado Rockies theme for Keystone.
After the envisioning process is complete, the next stage is to achieve
the necessary zoning to allow for the implementation of the master plan,
involving close liaison with municipal approval agencies and multiple public
hearings.
PROJECT DEVELOPMENT AND CONSTRUCTION. After the overall master plan has
been designed and the zoning has been approved, the next stage in the
development program is to build the necessary infrastructure for the resort,
such as roads, water, and sewer and utility services, and to create individual
real estate projects. Each of the Company's real estate projects is assigned to
a development manager who is responsible for all aspects of the development
cycle from project conception to ultimate sell-out. The development managers are
based at the resort and report to a local vice president who is responsible for
all the real estate projects at the resort and who reports to a senior vice
president who oversees the development program at multiple resorts.
The development managers are supported by a team of design, construction,
finance and sales staff at the resort with the assistance of similar staff
members at head office and local consultants. The
A-16
Company exploits its successful track record through the transfer of "project
templates" to new developments, subject to modified designs to reflect the
resort master plan and any local market requirements. This practice helps to
control costs and reduce construction risk. The Company also concentrates on
woodframe developments which have a short construction timetable. In addition,
the Company does not normally construct its own projects but rather engages
general contractors under fixed-price contracts which transfer most of the risk
of construction overruns to the contractor. The Company arranges construction
financing for both infrastructure work and projects, generally to cover
approximately 75% of total costs, primarily through established revolving credit
facilities.
MARKETING AND SALES. Market research is an important part of the
Company's development process. Projects are tailored to the needs of prospective
customers by price range, type (condominium-hotel, townhome and single-family
residences) and location (with ski-in, ski-out access, on the golf course or in
the woodlands). With a diversified product line, Intrawest is able to respond to
changing market conditions within an individual resort and to maximize the value
of each product type.
The Company employs its own sales personnel to sell its projects on a
commission basis. The resorts are supported by marketing and sales personnel at
Intrawest's head office and by external consultants. Marketing and sales costs
for an individual project are generally in the range of 4% to 7% of total
project costs. Real estate marketing also benefits resort operations since it
exposes the resort to potential visitors and skiers.
Intrawest generally follows a policy of pre-selling a significant portion
of its real estate projects prior to and during construction in order to
mitigate its risk of unsold completed inventory. The Company markets its
properties to the resort's most loyal customers through a sophisticated database
marketing strategy and the use of a "national launch team" working across the
Company's major markets. This approach has been applied to large
condominium-hotel projects such as Four Seasons at Whistler and Hameau du
Glacier at Les Arcs. Since fiscal 1996 the Company has pre-sold on average
approximately 85% of its units prior to the completion of construction.
COMMERCIAL DEVELOPMENT AND LEASING. Many of Intrawest's real estate
projects, particularly in its resort villages, comprise residential units
constructed on top of ground floor retail space. The Company occupies some of
the retail space for its own stores, restaurants and bars and it also leases
space to third-party operators. The mix of tenants and the quality of their
finished stores are closely managed by the Company so as to maintain the
ambience of the resort. In order to attract top-quality retail operators the
Company seeks to ensure that their stores and restaurants have access to
visitors throughout the year. By providing summer- and shoulder-season
activities and amenities such as summer outdoor recreational activities and
cultural programs, the Company is able to improve year-round utilization of
facilities.
As at June 30, 2002, Intrawest had developed approximately 574,000 square
feet of commercial space at its resort real estate holdings. The Company manages
or owns certain commercial space at its resorts that is occupied by third-party
operators and receives rental revenue, which in fiscal 2002 amounted to
approximately $8.0 million.
The Company is a partner in Chateau Mont Tremblant, a world-class hotel
and conference centre. The facility was completed in November 1996 and is
managed by Fairmont Hotels & Resorts.
REAL ESTATE PROPERTIES
Set out below is a brief overview of the Company's land holdings followed
by a listing of projects recently completed or under active development.
WHISTLER BLACKCOMB. Since 1986 the Company has exercised options on and
developed the majority of its land holdings at the base of Blackcomb. There are
approximately 360 residential units and 65,000 square feet of commercial space
remaining at the base of Blackcomb being developed or planned for development.
The Company owns a 44-acre site at the Creekside base of Whistler on which it is
developing, or has land planned for the development of, approximately 140
residential units and 39,000 square feet of commercial space. In addition, the
Company is developing, or has land planned for the
A-17
development of, approximately 260 residential units and 5,000 square feet of
commercial space at other sites in Whistler. The Company expects that the
development of these lands will take place over a period of five to eight years.
TREMBLANT. Intrawest's construction of a French Canadian resort village
at Tremblant is substantially complete. The village core, the hotel Chateau Mont
Tremblant, Le Geant and Le Diable golf courses, and on-mountain improvements are
substantially constructed and the bulk of the infrastructure is in place to
support the development of the remaining real estate at the resort. The Company
is developing, or has land planned for the development of, approximately 2,800
residential units and 89,000 square feet of commercial space. The Company
expects that the development of these lands will take place over a period of 10
to 12 years.
KEYSTONE. In 1993 Intrawest entered into a joint venture to develop the
real estate at Keystone. The joint venture is developing River Run, a pedestrian
village at the base of the mountain and five additional residential
neighbourhoods. The Company is developing, or plans to develop, approximately
1,600 residential units and 94,000 square feet of commercial space. The Company
expects that the development of these lands will take place over a period of 10
to 12 years.
PANORAMA. Intrawest owns approximately 400 acres of developable land at
Panorama in the resort village and adjacent to the Greywolf Golf Course. The
Company is developing, or has land planned for the development of, approximately
1,100 residential units and 10,000 square feet of commercial space. The Company
expects that the development of these lands will take place over a period of 10
to 12 years.
STRATTON. The Company is developing, or has land planned for the
development of, approximately 800 residential units and 30,000 square feet of
commercial space. The bulk of the development will expand the existing village
at the base of Stratton Mountain. The Company expects that the development of
these lands will take place over a period of 12 to 15 years.
SNOWSHOE. With its acquisition of Snowshoe, the Company acquired
approximately 200 acres of land which may be developed to support the existing
village. The Company is developing, or has land planned for the development of,
approximately 1,000 residential units and 53,000 square feet of commercial
space. The Company expects that the development of these lands will take place
over a period of 10 to 12 years.
MAMMOTH. The Company is developing a new village at the base of Mammoth
Mountain which is planned for the development of approximately 600 residential
units and 103,000 square feet of commercial space. The Company also is
developing, or has land available for the development of, approximately 30
ski-in, ski-out units, 900 residential units on the Sierra Star Golf Course, and
800 residential units on June Mountain. The Company expects that the development
of these lands will take place over a period of 10 to 12 years.
COPPER. The Company owns three major parcels of land at Copper. The
Village Center parcel is located at the main access point to Copper and the
Company is developing, or has land planned for the development of, approximately
400 residential units and 37,000 square feet of commercial space on this site.
The Company is developing, or has land planned for the development of,
approximately 75 units on remaining parcels which will either have ski-in,
ski-out access or are adjacent to the Copper Creek Golf Course. The Company
expects that the development of these lands will take place over a period of
eight to ten years.
SANDESTIN. The Company is developing, or has land planned for the
development of, approximately 1,700 residential units and 120,000 square feet of
commercial space. Approximately 500 of these residential units will form part of
the new Baytowne Village at Sandestin. The Company expects that the development
of these lands will take place over a period of 10 to 12 years.
SOLITUDE. Through an option with the owner of Solitude Ski Resort, the
Company is developing, or plans to develop, approximately 100 residential units
and 3,000 square feet of commercial space. The Company expects that the
development of these lands will take place over a period of three to five years.
A-18
THREE PEAKS. Through a joint venture, the Company is developing, or has
land planned for the development of, approximately 150 residential units which
surround an 18-hole golf course owned by the Company in Silverthorne, Colorado.
The Company expects that the development of these lands will take place over a
period of five to seven years.
BLUE MOUNTAIN. Through an agreement with Blue Mountain Resorts, the
Company is developing, or plans to develop, approximately 1,100 residential
units and 102,000 square feet of commercial space. The Company is developing, or
has land planned for the development of, approximately 500 residential units
surrounding the Monterra Golf Course. The Company expects that the development
of these lands will take place over a period of 10 to 12 years.
SQUAW VALLEY. Through an option with the owner of Squaw Valley Ski Area,
the Company is developing, or plans to develop, approximately 400 residential
units and 91,000 square feet of commercial space. The Company expects that the
development of these lands will take place over a period of eight to ten years.
MOUNTAIN CREEK. With its acquisition of Mountain Creek, the Company
acquired approximately 390 acres. The Company has land planned for the
development of approximately 700 residential units and 169,000 square feet of
commercial space. The Company expects that the development of these lands will
take place over a period of 10 to 12 years.
LAKE LAS VEGAS. Through an option with the owners of Lake Las Vegas
Resort, the Company has plans to develop approximately 800 residential units and
148,000 square feet of commercial space. The Company expects that the
development of these lands will take place over a period of eight to ten years.
LES ARCS. Through an option with the owners of Les Arcs in France, the
Company has plans to develop approximately 700 residential units and 62,000
square feet of commercial space. The Company expects that the development of
these lands will take place over a period of six to eight years. Les Arcs is
owned by Compagnie des Alpes ("CDA"), a French public company which is the
world's largest ski operator in terms of skier visits. The Company holds a 7%
equity interest in CDA.
SNOWMASS. Through an option with the owners of Snowmass in Colorado, the
Company has plans to develop approximately 600 residential units and 151,000
square feet of commercial space. The Company expects that the development of
these lands will take place over a period of eight to ten years.
A-19
PROJECTS RECENTLY COMPLETED OR UNDER ACTIVE DEVELOPMENT
OWNERSHIP TOTAL PROJECT DESCRIPTION AND
PROJECT NAME INTEREST UNITS STATUS AT AUGUST 15, 2002
------------ --------- ------ -------------------------
WHISTLER BLACKCOMB
First Tracks 77% 84 Condominium-hotel units for
sale; construction started May
2001 with scheduled completion
October 2002; fully pre-sold.
Four Seasons 77% 242 Condominium-hotel units for
sale; construction started
March 2002 with scheduled
completion March 2004; fully
pre-sold.
The Glades 77% 33 Townhomes for sale;
construction started March
2002 with scheduled completion
March 2003; fully pre-sold.
Bear Ridge 77% 60 Townhomes for sale;
construction of Phase I (40
units) started March 2002 with
scheduled completion March
2003; fully pre-sold.
Construction of Phase II (20
units) started March 2002 with
scheduled completion December
2003; fully pre-sold.
At Nature's Door 77% 22 Fractional units for sale;
construction of Phase I (4
units) started May 2002 with
scheduled completion August
2003; fully pre-sold.
Construction of Phase II (4
units) started May 2002 with
scheduled completion September
2003; 3 units pre-sold.
Construction of Phase III (14
units) started May 2002 with
scheduled completion December
2003.
Legends 77% 121 Quarter-share units for sale;
construction of Phase I (77
units) completed March 2001;
306 of 308 quarters sold.
Construction of Phase II (44
units) completed November
2001; 175 of 176 quarters
sold.
TREMBLANT
Les Manoirs 100% 140 Townhomes for sale;
construction completed October
2001; 139 units sold.
OWNERSHIP TOTAL PROJECT DESCRIPTION AND
PROJECT NAME INTEREST UNITS STATUS AT AUGUST 15, 2002
------------ --------- ------ -------------------------
Le Sommet des Neiges 100% 116 Quarter-share units for sale;
construction of Phase I (67
units) completed October 2001;
230 of 268 quarters sold.
Construction of Phase II (49
units) completed May 2002; 134
of 196 quarters sold.
Tremblant Les Eaux 100% 75 Townhomes for sale;
construction of Phase I (25
units) started October 2001
with scheduled completion
October 2002; 13 units
pre-sold. Construction of
Phase II (50 units) to begin
fall 2002 with scheduled
completion fall 2003.
Le Bondurant 100% 15 Townhomes for sale;
construction started June 2002
with scheduled completion May
2003; 7 units pre-sold.
Altitude 100% 44 Townhomes for sale;
construction started July 2002
with scheduled completion June
2003; 31 units pre-sold.
KEYSTONE
Buffalo Lodge & The 55% 157 Condominium-hotel units for
Dakota sale; construction completed
September 1998; 154 units
sold.
Expedition Station 60% 92 Condominium-hotel units for
sale; construction completed
August 1999; 87 units sold.
Elk Run Lots 50% 81 Single-family lots for sale;
construction completed
September 1999; 77 lots sold.
Elk Run Villas 60% 10 Townhomes for sale;
construction completed April
2000; 7 units sold.
Red Hawk Lodge 60% 100 Condominium-hotel units for
sale; construction completed
June 2000; 88 units sold.
Lone Eagle 60% 51 Condominium-hotel units for
sale; construction completed
May 2001; 50 units sold.
A-20
PROJECTS RECENTLY COMPLETED OR UNDER ACTIVE DEVELOPMENT (CONTINUED)
OWNERSHIP TOTAL PROJECT DESCRIPTION AND
PROJECT NAME INTEREST UNITS STATUS AT AUGUST 15, 2002
------------ --------- ------ -------------------------
The Springs at River Run 60% 94 Condominium-hotel units for
sale; construction completed
August 2001; 58 units sold.
Settler's Creek 60% 42 Townhomes for sale;
Townhomes construction completed
November 2001; 29 units sold.
The Seasons 60% 32 Townhomes for sale;
construction started April
2002 with scheduled completion
January 2003; 21 units
pre-sold.
Red Hawk Townhomes 6 60% 6 Townhomes for sale;
construction started April
2002 with scheduled completion
February 2003; 5 units
pre-sold.
SUN PEAKS
Fireside Lodge 100% 72 Condominium-hotel units for
sale; construction completed
April 1998; 63 units sold.
PANORAMA
Wolf Lake 100% 16 Townhomes for sale;
construction completed June
2002; 13 units sold.
1000 Peaks Lodge 100% 35 Condominium-hotel units for
sale; construction started
April 2002 with scheduled
completion March 2003; 28
units pre-sold.
Aurora Townhomes 100% 20 Townhomes for sale;
construction started March
2002 with scheduled completion
January 2003; 14 units
pre-sold.
Wildwood 100% 18 Single-family lots for sale;
construction to begin summer
2002 with scheduled completion
fall 2002; 15 lots pre-sold.
STRATTON
Solstice 100% 80 Townhomes for sale;
construction of Phase I (40
units) completed June 2001; 38
units sold. Construction of
Phase IIa (20 units) completed
June 2002; fully sold.
Construction of Phase IIb (20
units) started April 2001 with
scheduled completion September
2002; fully pre-sold.
OWNERSHIP TOTAL PROJECT DESCRIPTION AND
PROJECT NAME INTEREST UNITS STATUS AT AUGUST 15, 2002
------------ --------- ------ -------------------------
SNOWSHOE
Allegheny Springs 100% 146 Condominium-hotel units for
sale; construction of Phase I
(63 units) completed June
2002; 60 units sold.
Construction of Phase II (83
units) started May 2002 with
scheduled completion December
2002; 59 units pre-sold.
Highland House 100% 78 Condominium-hotel units for
sale; construction completed
May 2000; 74 units sold.
Camp 4 Phase 2 100% 12 Townhomes for sale;
construction to begin summer
2002 with scheduled completion
spring 2003; 7 units pre-sold.
MAMMOTH
The Timbers 100% 28 Townhomes for sale;
construction completed June
2001; 27 units sold.
Mammoth Green 100% 46 Townhomes for sale;
construction completed
September 2001; 35 units sold.
Crooked Pines Lots 100% 10 Single-family lots for sale;
construction started May 2002
with scheduled completion
October 2002; 9 lots pre-sold.
Eagle Run 100% 36 Townhomes for sale;
construction completed May
2002; 31 units sold.
The Village 100% 166 Condominium-hotel units for
sale; construction started
September 2001 with scheduled
completion May 2003; 112 units
pre-sold.
COPPER
The Village at Copper 100% 228 Condominium-hotel units for
sale; construction completed
December 2000; 225 units sold.
Union Creek 100% 16 Townhomes for sale;
construction completed January
2002; 15 units sold.
A-21
PROJECTS RECENTLY COMPLETED OR UNDER ACTIVE DEVELOPMENT (CONTINUED)
OWNERSHIP TOTAL PROJECT DESCRIPTION AND
PROJECT NAME INTEREST UNITS STATUS AT AUGUST 15, 2002
------------ --------- ------ -------------------------
Passage Point 100% 134 Condominium-hotel units for
sale; construction completed
August 2001; 89 units sold.
Lewis Ranch -- Single 100% 27 Single-family lots for sale;
Family Lots construction started June 2001
with scheduled completion
October 2002; 18 lots
pre-sold.
SANDESTIN
Baytowne Village -- Le 100% 25 Townhomes for sale;
Jardin construction completed June
2002; 20 units sold.
Baytowne Village -- 100% 196 Condominium-hotel units for
Gateway sale; construction completed
June 2002; 184 units sold.
Baytowne Village -- 100% 9 Loft units; construction
Lofts started April 2001 with
scheduled completion November
2002.
Grand Sandestin 100% 168 Condominium-hotel units for
sale; construction started
June 2001 with scheduled
completion May 2003; 151 units
pre-sold.
The Preserve at Burnt 100% 60 Single-family lots for sale;
Pine construction of Phase I (40
units) completed June 2001; 33
lots sold. Construction of
Phase II (20 units) completed
March 2002; 5 lots sold.
Baytowne Avenue North 100% 12 Single-family lots for sale;
construction of Phase I (4
units) completed February
2002; 1 lot sold. Construction
of Phase II (8 units)
completed May 2001; 7 lots
sold.
Lasata 100% 98 Condominium-hotel units for
sale; construction to begin
summer 2002 with scheduled
completion summer 2004; 96
units pre-sold.
One Beach Club Drive 50% 102 Condominium-hotel units for
sale; construction started
March 2001 with scheduled
completion October 2002; 70
units pre-sold.
Driftwood Estates (BF) 100% 10 Single-family lots for sale;
construction completed June
2001; 9 lots sold.
OWNERSHIP TOTAL PROJECT DESCRIPTION AND
PROJECT NAME INTEREST UNITS STATUS AT AUGUST 15, 2002
------------ --------- ------ -------------------------
SOLITUDE
Eagle Springs East 100% 47 Condominium-hotel units for
sale; construction completed
June 2001; 37 units sold.
Eagle Springs West 100% 46 Condominium-hotel units for
sale; construction started
June 2002 with scheduled
completion Summer 2003; 26
units pre-sold.
THREE PEAKS
Estate Lots 50% 250 Single-family lots for sale;
construction of Phase I (102
units) completed September
2000; 101 lots sold.
Construction of Phase II (63
units) completed January 2001;
fully sold. Construction of
Phase III (85 units) completed
June 2002; 17 lots sold.
BLUE MOUNTAIN
Snowbridge Multis East 100% 12 Townhomes for sale;
construction completed May
2002; 6 units sold.
Grand Georgian 100% 187 Condominium-hotel units for
sale; construction completed
November 2001; 179 units sold.
Weider Lodge 100% 91 Condominium-hotel units for
sale; construction completed
June 2002; 85 units sold.
Seasons at Blue 100% 83 Condominium-hotel units for
sale; construction started May
2002 with scheduled completion
May 2003; 47 units pre-sold.
Rivergrass 100% 28 Townhomes for sale;
construction started July 2002
with scheduled completion
April 2003; 7 units pre-sold.
SQUAW VALLEY
First Ascent 100% 139 Condominium-hotel units for
sale; construction completed
June 2002; 136 units sold.
A-22
PROJECTS RECENTLY COMPLETED OR UNDER ACTIVE DEVELOPMENT (CONTINUED)
OWNERSHIP TOTAL PROJECT DESCRIPTION AND
PROJECT NAME INTEREST UNITS STATUS AT AUGUST 15, 2002
------------ --------- ------ -------------------------
22 Station 100% 151 Condominium-hotel units for
sale; construction started May
2001 with scheduled completion
July 2003; 112 units pre-sold.
MOUNTAIN CREEK
Whitetail Townhomes 100% 70 Townhomes for sale;
construction started April
2001 with scheduled completion
November 2003; 41 units
pre-sold.
Laurels 100% 35 Townhomes for sale;
construction started July 2001
with scheduled completion
November 2003; 9 units
pre-sold.
LAKE LAS VEGAS
Viera 100% 177 Condominium-hotel units for
sale; construction of Phase I
(115 units) started January
2002 with scheduled completion
April 2003; 73 units pre-sold.
Construction of Phase II (62
units) started June 2002 with
scheduled completion April
2003; 32 units pre-sold.
OWNERSHIP TOTAL PROJECT DESCRIPTION AND
PROJECT NAME INTEREST UNITS STATUS AT AUGUST 15, 2002
------------ --------- ------ -------------------------
LES ARCS
Hameau du Glacier 100% 102 Condominium-hotel units for
sale; construction started May
2002 with scheduled completion
June 2003; 99 units pre-sold.
Refuge du Montagnard 100% 77 Condominium-hotel units for
sale; construction started
July 2002 with scheduled
completion December 2003;
fully pre-sold.
A-23
RESORT CLUB
In 1993 Intrawest entered the vacation ownership business through its
wholly owned subsidiary, Intrawest Resort Ownership Corporation ("IROC").
Vacation ownership is a segment of timeshare, a fast-growing sector of the
leisure industry. IROC differs from traditional timeshare companies in that it
offers equity ownership in a club through an innovative point-based membership
system. Members of the Resort Club have the flexibility to vacation in various
club locations or at more than 3,700 resorts through membership in ExtraOrdinary
Escapes, IROC's owned and operated Exchange Company. Members can enjoy
seven-night Vacation Exchanges with Resort Condominiums International ("RCI").
The flexibility of the point-based system, combined with a focus on a quality
resort experience, is designed to meet the changing vacation needs of the
rapidly growing baby boomer and mature markets. According to information
compiled by the American Resort Development Association, the prime market for
timeshare is customers in the 40 to 55 year age range who are reaching the peak
of their earning power and are rapidly gaining more leisure time. The Company
believes it is well positioned to take advantage of these demographic trends
because of the quality of its resorts and locations, the flexibility of its
point-based system, and its high-quality exchange program.
The number of timeshare resorts throughout the world increased from 631 in
1981 to over 5,300 at the end of 1999 with a total of 6 million owners
worldwide. From 1987 timeshare sales grew by approximately 15% per year,
reaching approximately $6.7 billion in total worldwide sales in 1999. A
significant part of this success is attributable to the growth of timeshare
exchanges which have increased owner flexibility. Exchange companies, such as
RCI, allow timeshare owners to turn the fixed asset of a particular week at a
particular location into a tradeable commodity. Of the more than 5,300 worldwide
timeshare resorts, approximately 95% are affiliated with an exchange company,
with such companies arranging approximately 80% of the timeshare vacations taken
worldwide each year. The Company believes that one of the most significant
factors contributing to the current success of the timeshare industry is the
entry into the market of some of the world's major lodging, hospitality and
entertainment companies, such as The Walt Disney Company, Marriott Hotels &
Resorts, Hyatt Corporation, Four Seasons Hotels & Resorts and Inter-Continental
Hotels and Resorts.
After constructing a club location, IROC transfers ownership of the
vacation units, free and clear of all encumbrances, to a trustee for Club
Intrawest ("Resort Club"), a non-profit, non-stock corporation. In return, IROC
receives the right to sell points (vacation time) to the general public in the
Resort Club accommodation. Each individual purchasing points becomes a Member in
the Resort Club with the entitlement to stay at any Resort Club location or at
international resorts through an affiliation with one of the major exchange
agencies. In addition, the Company has a direct exchange agreement with Disney
Vacation Club which allows members of that club and the Resort Club to enjoy
exchange privileges. Each accommodation type at each Resort Club location is
assigned a point value for each day of the year. The point value assigned to
each day depends on the day of the week and season, with higher demand times
carrying a higher point value. The selling price per point is exclusively
controlled by IROC depending upon market conditions.
A Member of the Resort Club receives an annual allotment of points in
perpetuity. The points can be utilized in different denominations to vary the
time of year, length of stay, location of vacation and the type of accommodation
used, all subject to availability. Except in the first year of ownership, unused
points may be carried forward (banked) for one year or points may be borrowed
from the next year to complete a vacation reservation. Points may be sold,
transferred or bequeathed, subject to IROC's right of first refusal to purchase
such points.
To date, the first three phases of the Resort Club locations at Whistler
(British Columbia) and Tremblant (Quebec), comprising 122 and 54 units,
respectively, have been completed. In addition, the Resort Club has added units
in Panorama, British Columbia (21 units), Kauai, Hawaii (10 units), Palm Desert,
California (66 units), Vancouver, British Columbia (29 units) and Sandestin,
Florida (59 units). The quality and service levels of the Company's Resort Club
locations have placed the Resort Club in RCI's highest-rated group of worldwide
destination resorts. IROC is entitled to sell approximately
A-24
6 million points in all phases of its projects when they are fully built. Future
locations include Blue Mountain in Ontario (100 units), Stowe, Vermont (24
units) and Zihuatanejo, Mexico (75 units). Through June 30, 2002, approximately
1.9 million points have been sold to over 11,000 Members for approximately $174
million.
Valuable synergies exist between the Resort Club and other Intrawest
operations. Vacation ownership facilities typically have the highest occupancy
rates of any type of resort accommodation, which translates into increases in
other revenue sources for Intrawest resorts including lift tickets, food and
beverage, retail and golf. Significant cross-marketing opportunities also exist,
primarily through the sharing of database marketing systems.
COMPETITION
The industries in which the Company operates are highly competitive. The
Company competes with mountain resort areas in the United States, Canada and
Europe for destination visitors and with numerous mountain resorts in each of
the areas in which it operates for day visitors. The Company also competes with
other worldwide recreation resorts, including warm-weather resorts, for vacation
guests. The Company's major North American competitors include the major
Colorado and Utah ski areas, the Lake Tahoe mountain resorts in California and
Nevada, the Quebec and New England mountain resorts and the major ski areas in
the Canadian Rockies. In addition, while the Company's skier visits have
generally increased over the past several years, the numbers of active skiers
and annual skier visits in North America have not changed significantly since
1985. The competitive position of the Company's resorts is dependent upon many
diverse factors such as proximity to population centres, availability and cost
of transportation to the resorts, including direct flight availability by major
airlines, pricing, snowmaking capabilities, type and quality of skiing offered,
duration of the ski season, prevailing weather conditions, quality of golf
facilities, the number, quality and price of related services and lodging
facilities, and the reputation of the resorts.
LEGAL AND REGULATORY MATTERS
The Company currently and from time to time is involved in litigation in
the ordinary course of its business. The Company does not believe that it is
involved in any litigation that will, individually or in the aggregate, have a
material adverse effect on its financial condition or results of operations or
cash flows.
Many of the Company's resorts are subject to suits with respect to
personal injury claims related principally to skiing activities at each resort.
The Company maintains liability insurance that it considers adequate to insure
claims related to usual and customary risks associated with the operation of a
ski resort.
There are no financially material environmental protection requirements in
connection with Intrawest's resort operations.
NON-RESORT ASSETS
OVERVIEW
In 1994 the Company determined that it would concentrate its business on
its resort ownership and resort real estate development activities and would
dispose of its non-resort assets. Since that time, the Company has disposed of
the majority of the non-resort assets. At a meeting of shareholders of the
Company held in March 1997, the shareholders approved a share capital
reorganization designed to separate the non-resort assets from the rest of the
Company's business. Under the share capital reorganization, each existing Common
Share was exchanged, on March 14, 1997, for one new Common Share and one NRP
Share. The new Common Shares have the same attributes as the Common Shares which
existed prior to the share capital reorganization and the NRP Shares represented
the net equity of the non-resort assets as at December 31, 1996 (that is, the
value of these assets less the liabilities of the non-resort related business
operations of the Company). The book value of the net equity of the non-resort
assets as at December 31, 1996 was Cdn.$88.5 million or Cdn.$3.82 per NRP Share.
A-25
The Company is working to sell the remaining non-resort assets in order to
redeem all the outstanding NRP Shares prior to the end of December 2002. Any
gains or losses generated by the disposition of non-resort assets will be for
the account of the NRP Shares only and will not affect the computation of
earnings per Common Share.
In November 1999 the Company's shareholders passed resolutions to reduce
the redemption price of the NRP Shares from Cdn.$3.82 to Cdn.$2.65 per share and
to permit the Company to purchase NRP Shares. During fiscal 2002 the Company
used Cdn.$0.6 million to purchase 350,500 NRP Shares under the Company's normal
course issuer bid at an average cost of Cdn.$1.59.
The following redemptions have been made to date.
NUMBER OF NRP
SHARES APPROXIMATE REDEMPTION AMOUNT
DATE OF REDEMPTION REDEEMED PERCENTAGE PER NRP SHARE
------------------ ------------- ----------- -----------------
(%) CDN.$
September 30, 1997................................ 2,360,000 10 3.82
September 30, 1998................................ 5,460,000 25 3.82
September 30, 1999................................ 3,350,000 20 3.82
January 1, 2000................................... 4,020,000 30 2.65
April 1, 2000..................................... 1,876,000 20 2.65
October 1, 2000................................... 1,200,000 15 2.65
April 1, 2001..................................... 970,000 15 2.65
NON-RESORT PROPERTIES
Set out below is a brief description of each of the Company's remaining
non-resort properties.
AIRCARE, GREATER VANCOUVER, BRITISH COLUMBIA. The Company holds a 50%
interest in a partnership which owns 11 vehicle emission testing stations
located in 9 Greater Vancouver municipalities. The partnership leases the
testing stations to an operator which has a contract with the Greater Vancouver
Regional District to provide vehicle emission tests. The contract, which expires
on September 1, 2006, provides for annual rental payments to the partnership of
Cdn.$2.7 million. At June 30, 2002, the book value of the Company's interest in
the property and the related debt were Cdn.$6.6 million and Cdn.$4.4 million,
respectively.
GATEWAY, SURREY, BRITISH COLUMBIA. The Company holds a 50% interest in
this property which comprises 4.5 acres of vacant land adjacent to the Gateway
SkyTrain rapid transit station. The land, which is zoned for commercial
purposes, can accommodate approximately 975,000 square feet of office
development. The office leasing market in Surrey has slowed in the past few
years with an increase in vacancy rates and a reduction in new development
activity. In addition, the large size of the site limits the number of potential
purchasers. As a result, at June 30, 2002, the book value of Company's interest
in the property was Cdn.$2.9 million. There is no debt against this property.
NON-RESORT LIABILITIES
At June 30, 2001, the non-resort liabilities totaled Cdn.$4.6 million,
Cdn.$4.4 million of which related to the AirCare property.
EMPLOYEES
The Company has approximately 5,900 year-round employees and 14,700
additional peak-season employees. Approximately 200 of Tremblant's year-round
employees and over 90% of their additional peak-season employees are members of
the union Le Syndicat Des Travailleurs(euses) de La Station du Mont Tremblant.
The current contract with the union expires on October 31, 2005. None of the
employees
A-26
in Intrawest's other resorts are members of a union. The Company believes that
its employee relations are good.
SELECTED CONSOLIDATED FINANCIAL INFORMATION
The selected consolidated financial information presented below should be
read in conjunction with "Management's Discussion and Analysis" and the
consolidated financial statements and notes thereto included elsewhere in this
Annual Information Form.
THREE-YEAR SUMMARY
(in millions of dollars except per share amounts)
JUNE 30
--------------------------------
2002 2001 2000
-------- -------- --------
BALANCE SHEET
Total assets............................................. $2,167.0 $1,956.3 $1,717.4
Bank and other indebtedness.............................. 1,055.9 1,010.0 833.2
Shareholders' equity..................................... 677.3 568.4 511.3
YEARS ENDED JUNE 30
--------------------------------
2002 2001 2000
-------- -------- --------
REVENUE AND EARNINGS
Total revenue............................................ $ 986.0 $ 922.8 $ 810.5
Funds from continuing operations......................... 128.6 126.9 116.7
Income from continuing operations........................ 58.6 63.5 52.1
Results of discontinued operations....................... (0.1) (2.9) (0.1)
Net income............................................... 58.5 60.6 52.0
PER COMMON SHARE
Income from continuing operations
Basic................................................. $ 1.33 $ 1.45 $ 1.20
Diluted............................................... 1.31 1.43 1.20
Net income
Basic................................................. 1.33 1.45 1.20
Diluted............................................... 1.31 1.43 1.20
Dividends................................................ 0.11 0.11 0.11
SEGMENTED INFORMATION
(in thousands of dollars)
YEARS ENDED JUNE 30
------------------------
2002 2001
---------- ----------
INDUSTRY SEGMENTS
Revenue
Mountain resort........................................... $ 424,835 $ 433,126
Warm-weather resort....................................... 60,307 59,076
Real estate............................................... 495,813 424,271
Corporate and all other................................... 5,016 6,337
---------- ----------
$ 985,971 $ 922,810
========== ==========
A-27
YEARS ENDED JUNE 30
------------------------
2002 2001
---------- ----------
Operating income
Mountain resort........................................... $ 98,935 $ 100,511
Warm-weather resort....................................... 8,406 7,827
Real estate............................................... 88,150 80,989
Corporate and all other................................... 5,016 6,337
---------- ----------
200,507 195,664
Less:
Interest.................................................. (43,072) (44,490)
Depreciation and amortization............................. (65,434) (57,934)
General and administrative................................ (12,175) (9,793)
---------- ----------
(120,681) (112,217)
---------- ----------
$ 79,826 $ 83,447
========== ==========
Segment assets
Mountain resort........................................... $ 912,642 $ 886,297
Warm-weather.............................................. 151,924 143,343
Real estate............................................... 1,032,296 868,655
Corporate and all other................................... 60,720 46,895
Discontinued operations................................... 9,335 11,122
---------- ----------
$2,166,917 $1,956,312
========== ==========
Capital expenditures
Mountain resort........................................... $ 81,658 $ 85,597
Warm-weather resort....................................... 9,832 8,389
Corporate and all other................................... 10,237 15,414
---------- ----------
$ 101,727 $ 109,400
========== ==========
GEOGRAPHIC INFORMATION
Revenue
Canada.................................................... $ 424,764 $ 375,569
United States............................................. 561,207 547,241
---------- ----------
$ 985,971 $ 922,810
========== ==========
Operating profit
Canada.................................................... $ 121,707 $ 100,433
United States............................................. 78,800 95,231
---------- ----------
$ 200,507 $ 195,664
========== ==========
Identifiable assets
Canada.................................................... $ 753,885 $ 708,438
United States............................................. 1,403,697 1,236,752
Discontinued operations................................... 9,335 11,122
---------- ----------
$2,166,917 $1,956,312
========== ==========
DIVIDEND POLICY
Since 1991 the Company has paid regular, semi-annual dividends of
Cdn.$0.08 per Common Share to its shareholders. Future dividends will be paid at
the discretion of the Company's board of directors and will be subject to the
Company's earnings, financial condition, capital requirements and such other
factors as are deemed relevant by the Company's board of directors.
The indentures governing the Company's U.S. notes impose certain
limitations on the declaration or payment of cash dividends and other
distributions on the Common Shares of the Company, including provisions which,
subject to certain adjustments and exceptions, restrict the amount of such
dividends or distributions to an amount, calculated on a cumulative basis, to be
not greater than the sum of, among other items, net cash proceeds from the
issuance of equity and 50% of consolidated net income from specified dates.
A-28
MANAGEMENT'S DISCUSSION AND ANALYSIS
The following discussion of the operating results and financial position
of Intrawest should be read in conjunction with the consolidated financial
statements and notes thereto included elsewhere in this Annual Information Form.
Fiscal 2002 was a year of challenge and achievement. Throughout the year,
an already faltering economy continued to weaken. Having anticipated continued
weakness in the economy, the Company was prepared to deal with this situation.
Tight cost control measures had been introduced at the resorts, bookings for the
coming winter season were running ahead of the prior year's pace and the amount
of pre-sold real estate was at an all-time high. Then the tragic events of
September 11 happened. The immediate prognosis was that the leisure and
recreation sector would suffer severely. Although Intrawest was well positioned
to withstand the fallout from September 11, with a strong competitive position
and with roughly 80-85% of visitors traveling from home to Intrawest resorts by
car, there was considerable uncertainty regarding the remainder of the fiscal
year.
Given the deeper than expected economic slowdown and the uncertainty
following September 11, fiscal 2002 was a successful year. Total Company EBITDA
and real estate operating profit were higher than any other year in the
Company's history and ski and resort operations EBITDA was within 1% of the
record results established in 2001. The Company's goal of moving close to
break-even cash flow was pushed back because of the unusual conditions, but a
number of other actions -- including the equity issue in the fourth quarter --
have positioned the Company to achieve this goal in 2003.
OPERATING SUMMARY
The summary operating results for the year include:
- A 6.8% increase in total revenue from $922.8 million to $986.0 million,
with ski and resort revenue decreasing 1.4% and real estate sales
revenue increasing 17.4%.
- A 7.8% decrease in income from continuing operations from $63.5 million
to $58.6 million and an 8.4% decrease in diluted income per share from
continuing operations from $1.43 to $1.31.
- A 5.4% increase in Total Company EBITDA from $200.3 million to $211.1
million. Total Company EBITDA is computed as income before interest
(including previously capitalized interest in real estate cost of
sales), income taxes, non-controlling interest, depreciation and
amortization.
REVIEW OF SKI AND RESORT OPERATIONS
The Company's ski and resort operations are segregated into two reportable
segments: mountain resort operations and warm-weather resort operations. The
mountain resort operations comprise all the operating activities at the
Company's nine mountain resorts as well as the operations of Resort
Reservations, Alpine Helicopters and Breeze/Max Retail. The warm-weather resort
operations comprise all the operating activities at Sandestin as well as golf
operations at the Company's five stand-alone golf courses.
The key drivers of the mountain resort operations business are skier
visits, revenue per visit and margins. The Company's strategy to increase skier
visits has two main elements: improving the quality of the resort experience by
upgrading and expanding the on-mountain facilities and building villages at the
base to provide accommodation for destination guests. By expanding the amenities
on the mountain and in the village, the Company is able to broaden the customer
mix, extend the length of stay and capture a higher percentage of guest
spending, all of which increases revenue per visit. Building the accommodation
also allows visits to be spread more evenly during the week and during the
season, which improves margins since a significant proportion of operating
expenses at a resort are fixed. The key drivers of the warm-weather resort
operations business are similar; i.e., golf rounds, revenue per round and
margins.
A-29
The following table highlights the results of the ski and resort
operations business.
2002 2001 CHANGE
---------- ---------- ------
Skier visits (note)....................................... 6,283,000 6,237,000 0.7%
Revenue (millions)........................................ $485.1 $492.2 (1.4)%
EBITDA (millions)......................................... $107.3 $108.3 (0.9)%
Margin.................................................... 22.1% 22.0%
---------------
Note: All resorts are at 100% except Mammoth at 59.5% and Blue Mountain at 50%.
Revenue from ski and resort operations was $485.1 million in 2002 compared
with $492.2 million in 2001. Revenue from mountain resorts decreased from $433.1
million to $424.8 million while revenue from warm-weather resorts increased from
$59.1 million to $60.3 million.
MOUNTAIN RESORTS
The $8.3 million decrease in mountain resort revenue was due to various
offsetting factors:
($MILLIONS)
Increase in skier visits.................................... 2.6
Decrease in revenue per skier visit......................... (4.2)
Increase in non-skier visit revenue......................... 0.4
Impact of exchange rate on reported revenue................. (7.1)
----
(8.3)
====
Skier visits increased from 6,237,000 in 2001 to 6,283,000 in 2002. A slow
season start in the East caused by warm and dry weather reduced skier visits at
the eastern resorts by 9.4%, however this was offset by a 6.8% increase in skier
visits at the western resorts. The increase in skier visits increased mountain
resort revenue by $2.6 million in 2002.
Revenue per skier visit decreased from $54.32 in 2001 (after adjusting for
the impact of the reduction in the Canadian dollar exchange rate) to $53.66 in
2002. This decrease is out of line with historic trends and reflects the unusual
operating conditions that the Company faced this year. Every year since 1996
revenue per visit on a same-resorts basis has increased and the average annual
increase from 1996 to 2001 was 10.2%. Revenue per skier visit is a function of
ticket prices and ticket yields, and revenue from non-ticket sources such as
retail and rental stores, lodging, ski school and food services. Ticket yields
reflect the mix of ticket types (e.g., adult, child, season pass and group), the
proportion of day versus destination visitors (destination visitors tend to be
less price sensitive), and the amount of discounting of full-price tickets.
Revenue per visit from non-ticket sources is also influenced by the mix of day
versus destination visitors, the affluence of the visitor base, and the quantity
and type of amenities and services offered at the resort.
The decrease in revenue per skier visit was due to two factors: the
overall weakness in consumer spending due to the economic slowdown and a shift
in visit mix from destination to regional in the aftermath of September 11. As
expected, the number of vacationers traveling by air declined after September
11, reducing the number of destination visits to the Company's resorts, however
this was generally offset by an increase in local and regional visits arriving
by car. This shift in visit mix was more pronounced at Whistler Blackcomb than
the Company's other resorts because a higher proportion of Whistler Blackcomb's
customers (40-45%) traditionally travel to the resort by air. The vast majority
(generally more than 90%) of skier visits to the Company's other resorts arrive
by car and only a small proportion fly. Excluding Whistler Blackcomb, revenue
per visit across the Company's resorts increased 2.7% in 2002. The decrease in
revenue per visit was estimated to decrease mountain resort revenue by $4.2
million in 2002.
A-30
For the purposes of this analysis, non-skier visit revenue comprises
revenue from golf and other summer activities and revenue from businesses such
as Resort Reservations, Alpine and Breeze/Max. Revenue from golf and other
summer activities decreased 15.1% across the mountain resorts from $47.4 million
in 2001 to $40.3 million in 2002. The Company's decision to turn management of
the waterpark at Mountain Creek over to a third-party operator accounted for
$4.1 million of the decrease and the balance was due mainly to reduced group
business as a result of the slower economy. The Company's central reservations
business, Resort Reservations, expanded its operations into several new
destinations and increased bookings at Whistler, Tremblant and Summit County,
leading to a 81.0% growth in revenue to $9.2 million in 2002. Revenue at Alpine
increased 8.5% due to strong growth in heli-logging and heli-hiking business and
revenue at Breeze/Max increased by 4.5% mainly due to increased retail sales as
a result of introducing food and beverage into some of its stores. Overall, the
increase in revenue from Resort Reservations, Alpine and Breeze/Max, partially
offset by a decrease in summer revenue at the mountain resorts, resulted in an
increase in non-skier visit revenue of $0.4 million in 2002.
The reported amount of mountain resort revenue was reduced by $7.1 million
in 2002 because of the decline in the value of the Canadian dollar. In 2002
revenue from the Canadian resorts was translated for financial statement
reporting purposes at an average rate of Cdn.$1.57 to U.S.$1.00 compared with an
average rate of Cdn.$1.52 to U.S.$1.00 in 2001.
The Company sold Mont Ste. Marie, the smallest of its mountain resorts,
effective February 1, 2002. The resort was purchased by the owner of an adjacent
mountain resort and the Company's decision to sell was motivated by a desire to
free up management time. The sale of Mont Ste. Marie does not have a significant
impact on the Company's operating results.
WARM-WEATHER RESORTS
Revenue from warm-weather resorts increased 2.1% from $59.1 million in
2001 to $60.3 million in 2002. The acquisition of Big Island Country Club in
Hawaii during the year and a full year of revenue from the new Raven golf course
at Three Peaks in Colorado increased revenue by $2.2 million. In addition,
revenue at Sandestin increased by $0.8 million. Although room nights at
Sandestin increased 5.9%, leading to higher lodging and food and beverage
revenue, this was partly offset by reduced golf revenue as the conversion rate
of room nights to golf rounds declined. These increases were partly offset by a
$2.0 million reduction in revenue at the Raven courses in Arizona due to
negative market conditions in Phoenix and Tucson caused by decreased destination
travel, a soft local economy and aggressive pricing by competitors to retain
market share. In the fourth quarter of 2002, the Sabino Springs course in Tucson
was sold, in line with the Company's plan to dispose of non-core assets.
One area of growth for the Company has been in the third-party golf course
management business. Currently Intrawest Golf has contracts at 12 different
sites developing or operating third-party golf assets. Fees generated from this
business totaled $0.8 million in 2002 compared with $0.3 million in 2001.
A-31
REVENUE BREAKDOWN AND EBITDA
The breakdown of ski and resorts operations revenue by business was as
follows:
2002 2001 INCREASE PERCENTAGE
REVENUE REVENUE (DECREASE) CHANGE
---------- ---------- ---------- ----------
(MILLIONS) (MILLIONS) (MILLIONS) %
Mountain operations............................ $193.3 $192.2 $ 1.1 0.6
Retail and rental shops........................ 85.0 84.0 1.0 1.2
Food and beverage.............................. 63.0 65.4 (2.4) (3.7)
Lodging and property management................ 61.0 58.0 3.0 5.2
Ski school..................................... 30.4 29.8 0.6 2.0
Golf........................................... 29.4 31.7 (2.3) (7.2)
Other.......................................... 23.0 31.1 (8.1) (26.0)
------ ------ -----
$485.1 $492.2 $(7.1) (1.4)
====== ====== =====
Revenue from all of these businesses was impacted by the factors discussed
above; i.e., the shift in visit mix from destination to regional, overall
weakness in customer spending and the slow start to the season at the eastern
resorts. These factors either reduced revenue compared with 2001 or restricted
its growth. In addition, revenue from certain businesses was impacted by the
following more specific factors:
- Lodging revenue reflected the 81.0% increase in bookings at Resort
Reservations.
- Food and beverage revenue and other revenue decreased by $1.0 million
and $2.9 million, respectively, due to the Company's decision to turn
over management of the waterpark at Mountain Creek to a third-party
operator.
The proportion of revenue from mountain operations has fallen from 49.3%
of total ski and resort operations revenue in 1997 to 39.8% in 2002. This trend
is likely to continue as the villages are built out at the Company's resorts,
expanding the inventory of lodging units and changing the customer mix in favor
of destination visitors who spend more on retail and rental, ski school, and
food and beverage.
Ski and resort operations expenses decreased from $383.9 million in 2001
to $377.8 million in 2002. The Company instituted a number of initiatives in
2001 and 2002 to reduce or better control its expenses, particularly in labor
which accounts for about 40% of total expenses. In addition, in response to
concerns that the travel and leisure industry would be severely impacted by the
events of September 11, the Company cut back on all discretionary expenses and
delayed hiring its seasonal workforce for as long as possible.
EBITDA from ski and resort operations was $107.3 million in 2002 compared
with $108.3 million in 2001. The EBITDA margin was 22.1% in 2002 compared with
22.0% in 2001. The margins at both the mountain resorts and the warm-weather
resorts increased slightly in 2002. The Company expects margins going forward to
increase at both the mountain resorts and the warm-weather resorts as its
villages mature, driving higher mid-week destination visits, and as it takes
further advantage of economies of scale.
REVIEW OF RESORT REAL ESTATE OPERATIONS
The Company has two real estate divisions -- the resort development group
and the resort club group. The resort development group develops and sells three
main products: condo-hotel units (typically, small village-based units that
owners occupy sporadically and put into a rental pool at other times), townhome
units (typically, larger units outside the main village core that owners retain
for their own use) and single-family lots (serviced land on which owners or
other developers build homes). In order to broaden market appeal, condo-hotel
and townhome units are sold on the basis of both whole ownership and fractional
ownership. Currently most of the fractional product has been quarter-share but a
high-end tenth-share project is under development at Whistler and other
fractions are under consideration. The resort club group's business is a
flexible form of timeshare where owners purchase points that entitle them
A-32
to use accommodation at different resorts. The resort club group currently
generates less than 10% of the Company's total real estate revenue and hence is
not reported as a separate business segment in the financial statements.
The Company's business strategy for real estate has two major elements:
the maximization of profits from the sale of real estate and the provision of
accommodation for destination visitors to the ski and resort operations. The
positive demographics for vacation real estate, and its limited supply, have
enabled Intrawest to earn real estate margins that are on average roughly double
those of large-scale urban builders. While real estate profits represent
one-time earnings to the real estate development group, the provision of
accommodation for destination visitors represents an earnings annuity for the
operations. Visitors renting the accommodation generate lodging revenue as well
as revenue from purchasing lift tickets or golf fees, food and beverage and
retail.
The following table highlights the results of the real estate business.
2002 2001 CHANGE
------ ------ ------
Units closed................................................ 1,290 1,279 0.9%
Revenue (millions).......................................... $487.8 $415.3 17.5%
Operating profit (millions)................................. $ 85.1 $ 76.5 11.2%
Margin...................................................... 17.4% 18.4%
Revenue from the sale of real estate increased 17.5% from $415.3 million
in 2001 to $487.8 million in 2002. Revenue generated by the resort development
group increased from $378.4 million to $449.8 million while revenue generated by
the resort club group increased from $36.9 million to $38.0 million.
RESORT DEVELOPMENT GROUP REVENUE
Resort development group revenue increased 36.4% at the Company's Canadian
resorts and 12.7% at its U.S. resorts. A total of 589 units were closed at the
Canadian resorts in 2002 compared with 539 units last year. The average price
per unit increased 24.8% from Cdn.$339,000 in 2001 to Cdn.$423,000 in 2002,
reflecting the mix of unit types and resorts as well as year-over-year price
escalation. Comparatively more condo-hotel units were closed in 2002 (68% of the
Canadian closings in 2002 versus 53% in 2001) and comparatively fewer
single-family lots (12% of Canadian closings in 2002 versus 22% in 2001).
The Company closed 701 units at its U.S. resorts in 2002 compared with 740
units in 2002. The number of units that close in a particular period is
dependent on both transacting sales and, since the Company pre-sells the
majority of its units, the timing of construction completion. The Company had
expected to close more units in 2002, however construction delays were
experienced on the first projects that the Company developed at Squaw Valley and
Mountain Creek and on the first condo-hotel buildings in the new village at
Sandestin. The delays at Squaw Valley and Sandestin were due mainly to the size
and complexity of the buildings and at Mountain Creek to unforeseen permitting
issues. Some construction delays are inevitable in the real estate business,
particularly given the location and climatic conditions at the Company's
resorts, however the Company does not anticipate that they would have a material
impact on its earnings in any particular year.
The average price per unit was $442,000 at the U.S. resorts in 2002 (after
adjusting the number of units for the impact of joint ventures at Keystone and
Three Peaks), up from $403,000 in 2001. Comparatively more townhome units were
closed in 2002 (19% of the U.S. closings in 2002 versus 12% in 2001) and
comparatively fewer single-family lots (11% of U.S. closings in 2002 versus 20%
in 2001).
The slow economy impacted the Company's real estate sales programs during
2002 in certain of its regions. Sales were particularly affected in the period
following September 11 when there was a lot of uncertainty in the marketplace.
Colorado was the hardest hit region and the Company has built up an inventory of
completed units at Keystone, Copper and Three Peaks that it is actively working
to reduce.
A-33
RESORT CLUB GROUP REVENUE
The resort club group generated $38.0 million in sales revenue in 2002, up
from $36.9 million in 2001. Revenue was significantly impacted by the events of
September 11 as the cancellation rate on tours and the rescission rate on sales
increased in the period from mid-September to December. After December these
ratios returned to more normal levels. Overall for the year the number of points
sold was 2.2% higher than 2001 and the average price per point increased by 3.3%
(net of the foreign exchange impact).
In March 2002 the resort club location at Sandestin was completed. The
Company now has seven different club locations, at Whistler, Tremblant, Palm
Desert, Panorama, Vancouver, Hawaii and Sandestin and club locations are under
construction at Blue Mountain and Zihuatanejo, Mexico.
REAL ESTATE OPERATING PROFIT
Operating profit from resort real estate sales increased 11.2% from $76.5
million in 2001 to $85.1 million in 2002. The profit margin was 17.4% in 2002
compared with 18.4% in 2001. The reduction in margin was due to a number of
factors, including:
- The closing of relatively fewer single-family lots in 2002 (11% of
units closed) than in 2001 (20% of units closed). Single-family lots
generally have margins of 30% or more, compared with margins of about
18% for townhomes and condo-hotel units.
- Lower margins at Keystone, Copper and Three Peaks in 2002 due to
greater conservatism in the projected sellout period for Colorado
projects. Excluding Colorado, the margin on real estate would have been
18.8% in 2002, up from 18.5% in 2001.
- Cost overruns on a condo-hotel project at Mammoth. The contractor was
replaced during the course of construction.
REAL ESTATE PRE-SALES
As at August 25, 2002, the Company had pre-sold 986 units for
approximately $360 million, which it expects to close in fiscal 2003. In
addition, the Company had pre-sold a further 627 units for approximately $240
million due to close in fiscal 2004. Intrawest follows a conservative accounting
policy for real estate sales and does not recognize any revenue until the unit
has completed construction and title has been transferred to the purchaser. The
Company's strategy of pre-selling real estate projects before the start of
construction reduces market risk and increases the predictability of real estate
earnings.
CAPITALIZATION OF COSTS TO REAL ESTATE
Standard real estate accounting practice requires that all costs in
connection with the development of real estate be capitalized to properties
under development and then expensed in the period when the properties are closed
and the revenue is recognized. Such costs include land and building costs as
well as overhead costs of personnel directly involved in the development,
construction and sale of real estate, and interest on debt used to fund real
estate costs. The capitalized interest comprises interest on specific real
estate debt (i.e., construction financing) and interest on the portion of
general corporate debt used to fund real estate development expenditures.
The amount of costs capitalized to properties under development and held
for sale increased from $658.3 million at June 30, 2001 to $797.6 million at
June 30, 2002. A number of factors led to this increase:
- The continuing build up in the number of units in production, with
developments underway at some of the recently acquired locations,
including Lake Las Vegas, Les Arcs and Snowmass.
- An increase in the inventory of completed units, particularly at the
Colorado resorts in the aftermath of September 11. The Company has
instituted a number of initiatives to bring these inventory levels down
to more normal levels.
A-34
- An increase in the book value of commercial space with the completion
of the first buildings in the new villages at Sandestin, Squaw Valley
and Blue Mountain.
- An increase in the book value of resort club properties mainly due to
the recent completion of the Sandestin club location.
The Company expects the rate of increase in capitalized real estate costs
to slow in 2003 as the gap narrows between the amount invested in new real
estate development activity and the recovery of costs through real estate sales.
Most of the Company's real estate projects have a relatively short
construction timetable (12 to 24 months) so a large percentage of capitalized
costs are expensed in a similar period of time. Furthermore, the risk of
non-recovery of real estate costs is low because the Company pre-sells the
majority of its real estate projects and the margins on both pre-sold and other
units continue to be stable.
RENTAL PROPERTIES
The majority of the condo-hotel projects that the Company develops contain
ground-level commercial space, which is either leased to third-party operators
or used by the Company for its own sports shops. At June 30, 2002, the Company
owned 275,000 square feet of commercial space that was leased to third parties.
Rental revenue derived from third-party operators decreased from $8.9 million in
2001 to $8.0 million in 2002. The decrease was due to the sale of the shopping
center in Sandestin in the fourth quarter of 2001, partially offset by an
increase in rental revenue from recently completed commercial space at Blue
Mountain. Rental property expenses increased from $4.4 million in 2001 to $5.0
million in 2002 due mainly to the first full year of commercial operations in
the new village at Copper and start-up expenses at Blue Mountain, partly offset
by the elimination of expenses at Sandestin. The revenue and expense changes
reduced operating profit from rental properties from $4.5 million in 2001 to
$3.1 million in 2002.
The Company has determined that effective from July 1, 2002, it no longer
intends to retain the commercial space that it develops as long-term
revenue-producing properties. The goal in developing commercial space is to
increase the amenities and services in the village and to add animation. In
order to achieve these objectives and to ensure the proper quality and mix of
tenants, the Company does not need to own the commercial properties; it only
needs to manage them. The Company therefore intends to sell its existing and
future developed commercial properties. Beginning in fiscal 2003, the commercial
properties will be classified as properties under development and held for sale
and net rental income will be capitalized to the cost of the property.
REVIEW OF CORPORATE OPERATIONS
INTEREST AND OTHER INCOME
Interest and other income was $1.1 million in 2002, down from $3.5 million
in 2001 due mainly to reduced net gains on asset sales. The gains realized on
selling Mont Ste. Marie and the Sabino Springs golf course during 2002 were
smaller than the gain realized on the sale of the Sandestin shopping center in
2001. The Company's primary aims in selling these and other non-core assets are
to free up management time and to generate cash flow.
The Company's investment in Compagnie des Alpes generated $3.9 million of
earnings in 2002 compared with $2.8 million in 2001. After a slow start to the
season due to late snows in France, Compagnie des Alpes experienced a strong
fourth quarter and ended the year with a 13.7% increase in net income. In
addition, compared with 2001, the Euro strengthened against the U.S. dollar,
thereby increasing reported earnings.
In July 2002 the Company sold 55% of its investment in Compagnie des Alpes
for proceeds approximately equal to book value.
A-35
INTEREST COSTS
Interest expense decreased from $44.5 million in 2001 to $43.1 million in
2002. The Company incurred total interest costs (including financing fees and
amortization of deferred financing costs) of $83.4 million in 2002 compared with
$89.1 million in 2001. The decrease was due mainly to reduced interest rates on
floating rate debt (the average rate was approximately 260 basis points lower in
2002). In total, $38.9 million of interest was capitalized to properties under
development, $13.3 million of which was subsequently expensed in the year when
the properties were closed. A further $1.4 million of interest was capitalized
to the construction of ski and resort operations assets.
DEPRECIATION AND AMORTIZATION
Depreciation and amortization expense increased from $57.9 million in 2001
to $65.4 million in 2002. The increase was due mainly to depreciation of capital
expenditures made at the resorts during 2002. The annual rate of growth of
depreciation and amortization has slowed from an average of about 42% during the
period from 1996 to 2000, to about 13% in each of 2001 and 2002 as spending on
acquisitions and capital expenditures has declined. Capital expenditures are
planned to continue to decline in the years ahead, leading to a further
flattening in the growth of depreciation and amortization in the future.
GENERAL AND ADMINISTRATIVE COSTS
All general and administrative costs incurred by the resorts are included
in ski and resort operations expenses. Similarly, general and administrative
costs incurred in the development of real estate are initially capitalized to
properties, and then expensed to real estate costs in the period when the
properties are closed. Corporate general and administrative costs, which mainly
comprise certain executive employee costs, public company costs, audit and legal
fees, head office occupancy costs and capital taxes are disclosed as a separate
line in the statements of operations. The breakdown of general and
administrative costs for 2002 and 2001 was as follows:
2002 PROPORTION 2001 PROPORTION
---------- ---------- ---------- ----------
(MILLIONS) % (MILLIONS) %
Corporate G&A costs.............................. $ 12.2 11.1 $ 9.8 11.0
G&A expenses of ski and resort operations
business....................................... 55.9 50.8 54.2 61.0
Previously capitalized G&A costs expensed in real
estate cost of sales........................... 15.4 14.0 8.8 9.9
------ ----- ----- -----
Total G&A costs expensed during the year......... 83.5 75.9 72.8 81.9
Net G&A costs of real estate business capitalized
to properties.................................. 26.6 24.1 16.1 18.1
------ ----- ----- -----
Total G&A costs incurred during the year......... $110.1 100.0 $88.9 100.0
====== ===== ===== =====
The Company expensed approximately 76% of its total general and
administrative costs in 2002. This was a lower proportion than in 2001 due to
growth in real estate development activity, which resulted in more costs being
capitalized to properties. Corporate general and administrative costs increased
from $9.8 million in 2001 to $12.2 million in 2002 due mainly to higher
information technology-related expenses and increased insurance costs.
INCOME TAXES
The Company provided for income taxes of $9.5 million in 2002 compared
with $10.0 million in 2001. This equates to an effective tax rate of 12.0% in
both years. Note 13 to the consolidated financial statements provides a
reconciliation between income tax at the statutory rate (41.2% and 44.7%,
respectively, in 2002 and 2001) and the actual income tax charge.
A-36
NON-CONTROLLING INTEREST
The Company has a 23% limited partner in the two partnerships that own
Whistler Blackcomb and up to June 11, 2001, there was a 5% non-controlling
interest in Sandestin. The results of all three entities are fully consolidated
into the Company's financial statements with the outside partner's share of
earnings shown as non-controlling interest. Non-controlling interest increased
from $9.9 million in 2001 to $11.7 million in 2002, reflecting increased
operations and real estate earnings at Whistler Blackcomb.
DISCONTINUED OPERATIONS
The consolidated financial statements disclose the results of the
Company's non-resort business as discontinued operations. The discontinued
operations incurred a loss of $0.1 million in 2002 compared with a loss of $2.9
million in 2001. The loss for 2001 included a write-down of $1.8 million related
to the Gateway Lands in Surrey, B.C. and reserves totaling $0.8 million in
connection with three non-resort properties sold in prior years. Losses (or net
income) from discontinued operations accrue to the holders of the non-resort
preferred ("NRP") shares and have no impact on the common shareholders.
Similarly any cash flows generated by the discontinued operations are paid to
the NRP shareholders to redeem their shares.
The Company has two remaining non-resort properties -- the AirCare vehicle
emission testing centers and the Gateway Lands, which it is working to sell in
order to redeem all the outstanding NRP shares prior to December 31, 2002. The
final redemption price is expected to be in the range of Cdn.$1.90 to Cdn.$2.00
per NRP share.
LIQUIDITY AND CAPITAL RESOURCES
Intrawest has evolved to the point where its highest priority from a
financial perspective is to generate free cash flow. To achieve this goal it is
necessary to continue to grow earnings while reducing the level of capital
requirements. The Company has two major areas of capital requirements:
- Long-term investments in resort facilities and village infrastructure.
- Working capital for real estate.
To arrive at this point in its evolution it was necessary for the Company
to make significant long-term investments: assembling its network of resorts,
upgrading their facilities and adding new amenities. In the period from 1995 to
1999 (the last major year of acquisitions) the Company spent a total of $732.2
million on acquisitions and resort operations capital improvements. Since 1999
the level of spending on these long-term investments has declined each year from
the year before -- by 57.5% in 2000, 24.2% on 2001 and 4.4% in 2002. Further
reductions in capital spending are expected in 2003 and future years.
Working capital for real estate, calculated as the amount of net new
investment in real estate not funded by construction loans, is shorter term in
nature than investments in resort facilities. Amounts spent developing real
estate properties are recovered when the properties are sold and closed.
Development costs are broken down into two major components: infrastructure
costs (i.e., roads, sewers and village common areas) that benefit all the real
estate units developed at a resort and "vertical" building costs that pertain to
a specific real estate project. Capital requirements for infrastructure costs
are more heavily weighted towards the early years of development at a resort.
Since infrastructure costs benefit all the real estate units at a resort, they
are allocated to all the developable units and recovered during the build-out of
the resort, which for Intrawest's resorts is generally 10 to 15 years. Capital
requirements for vertical building costs, on the other hand, are generally
recovered within 24 months.
A-37
The major sources and uses of cash in 2002 and 2001 were as follows.
2002 2001 CHANGE
------- ------- ------
(IN MILLIONS)
Funds from continuing operations............................ $ 128.6 $ 126.9 $ 1.7
Working capital for real estate developed for sale.......... (125.8) (59.5) (66.3)
Acquisitions, resort capital expenditures and other
investments............................................... (107.1) (121.9) 14.8
------- ------- ------
(104.3) (54.5) (49.8)
(Increase) decrease in other net assets..................... 44.3 (41.4) 85.7
------- ------- ------
Net cash outflows before non-construction financing......... (60.0) (95.9) 35.9
Net financing inflows excluding construction-related
financing................................................. 50.3 103.3 (53.0)
------- ------- ------
Increase (decrease) in cash................................. $ (9.7) $ 7.4 $(17.1)
======= ======= ======
Net new investment in real estate developed for sale........ $(163.2) $(130.9) $(32.3)
Net proceeds from construction-related financing............ 37.4 71.4 (34.0)
------- ------- ------
Working capital for real estate developed for sale.......... $(125.8) $ (59.5) $(66.3)
======= ======= ======
In 2002 $128.6 million of funds were provided by continuing operations
compared with $126.9 million in 2001. Funds from continuing operations comprise
income from continuing operations adjusted for non-cash items such as
depreciation and amortization and future income taxes. The components of, and
year-over-year changes in, funds from continuing operations have been discussed
earlier in the review of operations.
Working capital for real estate used $125.8 million of cash in 2002
compared with $59.5 million in 2001. A decrease in the net proceeds of
construction-related financing accounted for $34.0 million of the increase. The
nature of some of the large-scale projects that the Company is undertaking
(e.g., The Four Seasons at Whistler and the village projects at Lake Las Vegas
and Mammoth) means that more equity is used to finance development before
construction financing takes over. The net new investment in real estate was
$163.2 million in 2002, up from $130.9 million in 2001. The net new investment
in real estate in 2002 was approximately $70 million higher than the Company had
expected due to two major factors:
- The construction delays experienced at Squaw Valley, Sandestin and
Mountain Creek which pushed closings from fiscal 2002 to fiscal 2003.
This factor accounted for approximately $30 million of the net new
investment in real estate in 2002.
- A slower pace of sales at the Colorado resorts because of local market
conditions. The Company incurred costs to develop certain projects at
Keystone, Copper and Three Peaks but these costs were not recovered
through sales. The Company is focused on reducing its inventory of
units at these resorts. This factor accounted for approximately $40
million of the net new investment in real estate in 2002.
Spending on acquisitions, resort operations capital improvements and other
investments decreased from $121.9 million in 2001 to $107.1 million in 2002, in
line with the Company's strategy to reduce these types of expenditures. In 2002
the Company spent $8.9 million to acquire Big Island Country Club, a golf resort
and adjacent developable real estate in Hawaii. The Company expects to recover
all, or close to all, of this investment within the next two years. Expenditures
on ski and resort operations capital improvements were $91.5 million in 2002,
down from $94.0 million in 2001. Each year the Company spends $20 million to $25
million on capital maintenance expenditures at its resorts. Capital maintenance
expenditures are considered non-discretionary (since they are required to
maintain the existing level of service) and comprise such things as snow
grooming machine or golf cart replacement, snowmaking equipment upgrades and
building refurbishments. Capital expansion expenditures (e.g., new lifts or new
restaurants) are considered discretionary and the annual amount spent varies
year by year. The Company spent approximately $70 million on expansion capital
in 2002 and this amount is expected to decrease to about $40 million in 2003.
A-38
In 2002 $44.3 million of cash was provided by changes in receivables and
other assets, net of payables and other liabilities, compared with a net cash
outflow of $41.4 million in 2001. Approximately $33 million of the change was
due to real estate deposits being available to fund construction costs rather
than being retained in trust pending completion of the project. The Company put
a bonding facility in place to achieve this outcome. In addition approximately
$50 million less was spent to settle payables and amounts due to joint venture
partners in 2002 than 2001.
In total, these sources and uses of cash resulted in net cash outflows of
$60.0 million in 2002, down from outflows of $95.9 million in 2001. The Company
issued 3.25 million common shares in June 2002, for net proceeds of $56.0
million, to fund the majority of the outflows in 2002. The balance of the cash
outflows in 2002 and the cash outflows in 2001 were funded by cash on hand and
increases in non-construction related financing.
When the Company prepared its three-year business plan in May 2001 it
expected to achieve close to break-even cash flow in fiscal 2002. The slowdown
in the economy, the fallout from September 11 and the difficult weather
conditions in the East have pushed the achievement of this goal back 12 months.
At the same time as these negative factors were impacting the Company's cash
flows a number of positive events occurred in 2002 that set the Company up for
success in moving to a free cash flow position in the near future, including:
- The introduction of tight cost controls at the resorts.
- The $56.0 million equity issue in June 2002.
- The start of a program to sell non-core assets (Mont Ste. Marie and
Sabino Springs before year end and part of the Compagnie des Alpes
investment afterwards).
- Expansion of the senior credit facility and repayment of
subsidiary-level term debt.
Over the next three fiscal years the Company expects to generate
significant free cash flow and the majority of it will be used to pay down debt.
The Company has a number of specific financial targets in connection with its
capital structure. During the period 2003 to 2005 it aims to reduce its ratio of
net debt to EBITDA to 3.5 times from 4.6 times at June 2002 and its ratio of net
debt to net tangible assets to 35% from 47.9%. The Company also wants to ensure
that the amount of its secured debt relative to its total debt continues to
decline. Currently, secured term debt constitutes 44.5% of total debt and the
Company wants to move the proportion down to about 20% by 2005. In December 2002
the Cdn.$125 million 6.85% unsecured debentures mature and to preserve the
balance between secured and unsecured debt these debentures will have to be
replaced by a similar type of financing.
The Company has a number of revolving credit facilities to meet its
short-term capital needs. These include a $285 million facility at the corporate
level, of which $184 million was drawn at June 30, 2002. In addition, several of
the Company's resorts have lines of credit in the range of $5 million - $10
million each to fund seasonal cash requirements. In addition, the Company has
three revolving credit facilities totaling approximately $200 million available
for real estate construction. At June 30, 2002, $74.4 million was drawn under
these facilities. Since two of these facilities, for $150 million, operate under
a maximum outstanding basis (i.e., the amount drawn cannot exceed $150 million)
and since the timing of individual project draws and repayments is staggered,
these three facilities are sufficient to finance construction of projects with a
cost to complete significantly more than $200 million. The Company believes that
its existing credit facilities, combined with cash on hand and internally
generated cash flow, are adequate to finance all its normal operating needs.
The Company does not have any off-balance sheet financing arrangements.
BUSINESS RISKS
Intrawest is exposed to various risks and uncertainties in the normal
course of its business that can cause volatility in its earnings. The Company's
resort operations and resort real estate businesses are managed to deal with
risks that are common to most companies; i.e., the risks of severe economic
A-39
downturn, competition and currency fluctuations, and the more industry-specific
risks of unfavorable weather conditions, seasonality of operations and
construction overruns.
Economic Downturn
A severe economic downturn could reduce spending on resort vacations and
weaken sales of recreational real estate.
The Company's results in 2002 (a year that saw a significant slowdown in
the economy) provide evidence of its ability to deal with an economic downturn.
Ski and resort operations EBITDA for 2002 was within 1% of last year's record
EBITDA and operating profit from real estate was the highest in the Company's
history. Going back further, since the Company acquired Blackcomb in 1986, cash
flow has increased every year at that resort despite widely varying economic
conditions. The Company believes there are two main reasons for this:
- The strong competitive position of each of the Company's resorts due to
the villages at their base and the quality of their on-mountain
facilities. This has also created a loyal customer base that is
strongly committed to the resorts.
- The profile of the Company's customer base, who have incomes well above
the national average and are therefore less likely to have their
vacation plans impacted by a recession.
Real estate developers face two major risks from an economic downturn:
land risk and completed inventory risk. Land risk arises when land is purchased
with debt and economic conditions deteriorate resulting in higher holding costs
and reduced profitability, or worse, loan defaults and foreclosure. Intrawest
has reduced its land risk by generally acquiring land at low cost with the
purchase of a resort or by securing land through options and joint ventures.
Completed inventory risk arises when completed units cannot be sold and
construction financing cannot be repaid. Often this risk arises because many
developers are supplying units to the market and since Intrawest controls most
of the supply at its resorts, this risk is reduced. The Company has also
mitigated this risk by pre-selling a significant portion of its units prior to
commencement of, and during, construction.
Competition
The mountain resort industry has significant barriers to entry (e.g., very
high start-up costs, significant environmental hurdles) that prevent new resorts
from being created. Competition therefore is essentially confined to existing
resorts. Intrawest's resorts compete for destination visitors with other
mountain resorts in Canada, the United States, Europe and Japan, and with other
leisure industry companies, such as cruise lines. They also compete for day
skiers with other ski areas within each resort's local market area. Skier visits
in North America have been relatively static over the past 10 years, which has
increased competition between resort owners.
The Company's strategy has been to acquire resorts that have natural
competitive advantages (e.g., in terms of location, vertical drop and quality of
terrain) and to enhance those advantages by upgrading the facilities on the
mountain and building resort villages at the base. The Company's principal
strength compared with its industry competitors is its ability to combine
expertise in resort operations and real estate development, particularly in
building master-planned resort villages. Increasingly the village has become the
dominant attraction in generating visits to a resort.
The Company owns substantially all of the supply of developable land at
the base of its resorts and hence competition in real estate is somewhat
restricted. Expertise in all aspects of the development process, including
resort master-planning, project design, construction, sales and marketing, and
property management also gives the Company a distinct competitive advantage. In
the resort club business, the Company has established a competitive position
through its ownership of the mountain facilities, and by offering a high
standard of accommodation and a flexible points-based system.
A-40
Currency Fluctuations
Over the past several years the Company's Canadian resort operations have
benefited from the lower Canadian dollar relative to other currencies, and
particularly against the U.S. dollar. This has made vacationing in Canada more
affordable for foreign visitors and it has encouraged Canadians to vacation at
home. A significant shift in the value of the Canadian dollar, particularly
against its U.S. counterpart, could impact earnings at Canadian resorts.
Intrawest finances its U.S. assets with U.S. dollar debt and its Canadian
assets with Canadian dollar debt. Generally the Company services its debt with
revenue denominated in the same currency. In addition, cash flow generated by
Canadian operations is generally retained in Canada and invested in expansion of
Canadian assets. Similarly cash flow generated at the U.S. resorts is generally
reinvested in the United States. Cross-border cash transactions and currency
exchanges are kept to a minimum.
Since Intrawest reports its earnings in U.S. dollars but its income is
derived from both Canadian and U.S. sources, the Company is exposed to foreign
currency exchange risk in its reported earnings. Revenues and expenses of the
Company's Canadian operations will be impacted by changes in exchange rates when
such operations are reported in U.S. dollars. The impact of Canadian/U.S. dollar
exchange rate changes on the balance sheet are reflected in the foreign currency
translation amount included in shareholders' equity and does not affect reported
earnings.
Unfavorable Weather Conditions
The Company's ability to attract visitors to its resorts is influenced by
weather conditions and the amount of snowfall during the ski season.
Intrawest manages its exposure to unfavorable weather in three ways: by
being geographically diversified, by seeking to spread its visits as evenly as
possible through the season and by investing in snowmaking. Geographically
diversified companies like Intrawest can reduce the risk associated with a
particular region's weather patterns. Every ski season since 1995, favorable and
unfavorable weather conditions at different times across North America have
offset one another, allowing the Company to come within 2% of its budgeted
winter season ski and resort operations revenue on a same-resorts basis. The
more a resort can attract its visitors evenly through the season the less
vulnerable it is to unfavorable weather at a particular time. Intrawest seeks to
spread its visits by marketing to destination visitors who book in advance, stay
several days and are less likely than day visitors to change their vacation
plans, and by attempting to increase visits mid-week and at non-peak times.
Investing in snowmaking also mitigates the impact of poor natural snow
conditions. Snowmaking is particularly important in the East due to the number
of competing resorts and less reliable snowfall.
Seasonality of Operations
Ski and resort operations are highly seasonal. In fiscal 2002 67% of the
Company's ski and resort operations revenue was generated during the period from
December to March. Furthermore during this period a significant portion of ski
and resort operations revenue is generated on certain holidays, particularly
Christmas/New Year, Presidents' Day and school spring breaks, and on weekends.
Conversely, Sandestin's peak operating season occurs during the summer months,
partially offsetting the seasonality of the mountain resorts. The Company's real
estate operations tend to be somewhat seasonal as well, with construction
primarily taking place during the summer and the majority of sales closing in
the December to June period. This seasonality of operations impacts reported
quarterly earnings. The operating results for any particular quarter are not
necessarily indicative of the operating results for a subsequent quarter or for
the full fiscal year.
The Company has taken steps to smooth its revenue and earnings throughout
the year by investing in four-season amenities (e.g., golf) and growing its
summer and shoulder-season businesses. As a result of these initiatives, the
proportion of ski and resort operations revenue earned outside the historically
strong third fiscal quarter has increased to 44.0% in 2002 from 32.7% in 1997.
A-41
Construction Overruns
Intrawest is not in the construction business but rather engages general
contractors to construct its real estate projects. The Company's practice is to
structure its construction contracts on a fixed-price basis so that cost
overruns are at the contractor's risk. In addition construction contracts are
priced only after the Company has completed full working drawings. The Company
employs construction experts who oversee the general contractors and ensure that
problems are properly and quickly resolved. The Company has also developed a
comprehensive and sophisticated project reporting system, which helps to
identify potential cost overruns early enough to permit corrective action.
OUTLOOK
The fundamentals underlying Intrawest's businesses continue to be
positive:
- The Company's resorts are in a strong competitive position, with
upgraded facilities and their villages coming on stream or expanding.
New accommodation will be added each year to drive increased visits and
increased spending per visit.
- The Company has loyal customers who have well-established visitation
patterns to its resorts. The relative affluence of this customer base
provides further stability to these visitation patterns.
- Demographics support continuing demand for recreational real estate and
the Company controls the majority of the supply of recreational real
estate at its resorts.
These positive fundamentals are set against a backdrop of economic
uncertainty. Accordingly, the Company will continue to operate in a fiscally
conservative and risk-adverse manner.
ADDITIONAL INFORMATION
The term EBITDA does not have a standardized meaning prescribed by
generally accepted accounting principles and may not be comparable to similar
measures presented by other publicly traded companies. A reconciliation between
net earnings as determined in accordance with Canadian GAAP and EBITDA is
presented in the table below.
12 MONTHS ENDED
JUNE 30
---------------
2002 2001
------ -----
(MILLIONS)
Income before tax........................................... 79.8 83.4
Depreciation and amortization............................... 65.4 57.9
Interest expense............................................ 43.1 44.5
Interest in real estate costs............................... 27.9 20.7
Less interest and other income.............................. (5.0) (6.3)
------ -----
Total Company EBITDA........................................ 211.2 200.2
====== =====
A-42
QUARTERLY FINANCIAL SUMMARY
2002 2001
QUARTERS QUARTERS
----------------------------- -----------------------------
1ST 2ND 3RD 4TH 1ST 2ND 3RD 4TH
----- ----- ----- ----- ----- ----- ----- -----
(IN MILLIONS OF DOLLARS EXCEPT PER SHARE AMOUNTS)
Total revenue.................... 93.7 231.4 342.1 318.7 129.9 207.0 339.0 246.9
Income (loss) from continuing
operations..................... (9.8) 6.0 56.2 6.1 (3.2) 10.7 50.5 6.0
Results of discontinued
operations..................... 0.1 (0.1) 0.0 (0.1) 0.0 0.1 (0.1) (2.9)
Net income (loss)................ (9.6) 5.9 56.2 6.0 (3.2) 10.8 49.9 3.1
Per common share:
Income (loss) from continuing
operations
Basic....................... (0.22) 0.14 1.28 0.14 (0.07) 0.25 1.15 0.14
Diluted..................... (0.22) 0.14 1.25 0.13 (0.07) 0.25 1.12 0.14
Net income (loss)
Basic....................... (0.22) 0.14 1.28 0.14 (0.07) 0.25 1.15 0.14
Diluted..................... (0.22) 0.14 1.25 0.13 (0.07) 0.25 1.12 0.14
A-43
MARKET FOR SECURITIES
The Common Shares of the Company are listed and traded on the New York
Stock Exchange and The Toronto Stock Exchange (the "TSX"). The TSX is the
principal market for the Common Shares. The NRP Shares are listed and traded on
the TSX.
DIRECTORS AND EXECUTIVE OFFICERS
The names and municipalities of residence of the directors and executive
officers of the Company and their principal occupations are set forth below.
DIRECTORS
NAME AND MUNICIPALITY OF RESIDENCE PRINCIPAL OCCUPATION DIRECTOR SINCE
---------------------------------- -------------------- --------------
R. Thomas M. Allan(1)........................ Vice President, Corporate Investments of 1990
London, Ontario Trudell Medical Limited
Joe S. Houssian.............................. President and Chief Executive Officer of 1976
the
West Vancouver, British Columbia Company
Daniel O. Jarvis............................. Executive Vice President and Chief 1989
Financial
Vancouver, British Columbia Officer of the Company
David A. King(1)(2).......................... President of David King Corporation 1990
Toronto, Ontario
Gordon H. MacDougall(2)(3)................... Partner, CC&L Financial Services Group 1990
West Vancouver, British Columbia
Paul M. Manheim(1)(3)........................ President of HAL Real Estate Investments, 1992
Inc.
Mercer Island, Washington
Paul A. Novelly(2)........................... Chairman and Chief Executive Officer of 1997
St. Louis, Missouri Apex Oil Company, Inc.
Gary L. Raymond.............................. President, Resort Development Group of the 1998
Whistler, British Columbia Company
Bernard A. Roy(3)............................ Senior partner, Ogilvy Renault 1992
Montreal, Quebec
Khaled C. Sifri(1)........................... Managing partner, Hadef Al-Dhahiri & 1990
Dubai, United Arab Emirates Associates
Hugh R. Smythe............................... President, Resort Operations Group of the 1993
Whistler, British Columbia Company
Nicholas C.H. Villiers(2).................... Consultant 1990
London, England
---------------
(1) Member of the Audit Committee.
(2) Member of the Corporate Governance Committee.
(3) Member of the Human Resources Committee.
The Company does not have an Executive Committee and is required to have
an Audit Committee. Each director will serve as a director until the next annual
general meeting or until his successor is elected or appointed.
A-44
EXECUTIVE OFFICERS
NAME AND MUNICIPALITY OF RESIDENCE PRINCIPAL OCCUPATION
---------------------------------- --------------------
James J. Gibbons..................................... President, Resort Club Group
West Vancouver, British Columbia
Joe S. Houssian...................................... President and Chief Executive Officer
West Vancouver, British Columbia
Daniel O. Jarvis..................................... Executive Vice President and Chief Financial
Officer
Vancouver, British Columbia
Gary L. Raymond...................................... President, Resort Development Group
Whistler, British Columbia
Hugh R. Smythe....................................... President, Resort Operations Group
Whistler, British Columbia
As at June 30, 2002, the directors and senior officers of the Company as a
group beneficially owned, directly or indirectly, or exercised control or
direction over, 3.5% of the outstanding Common Shares of the Company (including
Common Shares beneficially owned by a company the shares of which are owned by
companies of which a director and executive officer and his spouse are the
shareholders, and in respect of which such director and executive officer
disclaims beneficial ownership, and Common Shares over which a director shares
voting power and investment power and in respect of which such director
disclaims beneficial ownership).
During the past five years, each of the directors and officers of the
Company has been associated in various capacities with Intrawest or the company
or organization indicated opposite his name in the tables above or with
affiliates thereof, except for Mr. Allan who prior to August 2001 was Executive
Vice-President, Corporate Investments of London Life Insurance Company, Mr.
Sifri who was Vice President, Legal Affairs of Majid Al Futtaim Investments LLC
from May 1997 to January 1999 and Mr. Villiers who prior to May 2002 was Vice
President and Director of RBC Dominion Securities Inc.
ADDITIONAL INFORMATION
The Company shall provide to any person or company, upon request to the
Corporate Secretary of the Company:
(a) when the securities of the Company are in the course of a distribution
under a short form prospectus or a preliminary short form prospectus:
(i) one copy of this Annual Information Form, together with one copy
of any document, or the pertinent pages of any document,
incorporated by reference in this Annual Information Form;
(ii) one copy of the comparative consolidated financial statements of
the Company for its most recently completed financial year
together with the accompanying report of the auditor and one copy
of the most recent interim financial statements of the Company for
any period subsequent to the Company's most recently completed
financial year;
(iii) one copy of the Information Circular of the Company in respect of
its most recent annual meeting of shareholders that involved the
election of directors; and
(iv) one copy of any other documents that are incorporated by reference
into the preliminary short form prospectus or the short form
prospectus and are not required to be provided under (i) to (iii)
above; or
A-45
(b) at any other time, one copy of any of the documents referred to in
(a)(i), (ii) and (iii) above, provided that the Company may require
the payment of a reasonable charge if the request is made by a person
or company who is not a security holder of the Company.
Additional information, including directors' and officers' remuneration
and indebtedness, principal holders of the Company's securities, options to
purchase securities and interests of insiders in material transactions, where
applicable, is contained in the Company's Information Circular for its most
recent annual meeting of shareholders that involved the election of directors,
and additional financial information is provided in the Company's comparative
consolidated financial statements for its most recently completed financial
year.
Copies of these documents may be obtained upon request from the Corporate
Secretary of the Company, Suite 800, 200 Burrard Street, Vancouver, British
Columbia, Canada V6C 3L6.
A-46
AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF
INTRAWEST CORPORATION
YEARS ENDED JUNE 30, 2002 AND 2001
F-1
AUDITORS' REPORT TO THE SHAREHOLDERS
We have audited the consolidated balance sheets of Intrawest Corporation
as at June 30, 2002 and 2001 and the consolidated statements of operations,
retained earnings, and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with Canadian generally accepted
auditing standards. Those standards require that we plan and perform an audit to
obtain reasonable assurance whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.
In our opinion, these consolidated financial statements present fairly, in
all material respects, the financial position of the Company as at June 30, 2002
and 2001 and the results of its operations and its cash flows for the years then
ended in accordance with Canadian generally accepted accounting principles.
(signed) KPMG LLP
Chartered Accountants
Vancouver, Canada
August 30, 2002
F-2
INTRAWEST CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED
JUNE 30
--------------------------
2002 2001
----------- -----------
(IN THOUSANDS OF
UNITED STATES DOLLARS,
EXCEPT PER SHARE AMOUNTS)
Revenue:
Ski and resort operations................................. $485,142 $492,202
Real estate sales......................................... 487,775 415,336
Rental properties......................................... 8,038 8,935
Interest and other income................................. 1,115 3,547
Income from equity accounted investment................... 3,901 2,790
-------- --------
985,971 922,810
Expenses:
Ski and resort operations................................. 377,801 383,864
Real estate costs......................................... 402,700 338,856
Rental properties......................................... 4,963 4,426
Interest (note 16)........................................ 43,072 44,490
Depreciation and amortization............................. 65,434 57,934
Corporate general and administrative...................... 12,175 9,793
-------- --------
906,145 839,363
-------- --------
Income before undernoted.................................... 79,826 83,447
Provision for income taxes (note 13)........................ 9,549 10,014
-------- --------
Income before non-controlling interest and discontinued
operations................................................ 70,277 73,433
Non-controlling interest.................................... 11,675 9,904
-------- --------
Income from continuing operations........................... 58,602 63,529
Results of discontinued operations (note 4)................. (122) (2,942)
-------- --------
Net income.................................................. $ 58,480 $ 60,587
======== ========
Income from continuing operations per common share:
Basic..................................................... $ 1.33 $ 1.45
Diluted................................................... $ 1.31 $ 1.43
Net income per common share:
Basic..................................................... $ 1.33 $ 1.45
Diluted................................................... $ 1.31 $ 1.43
======== ========
See accompanying notes to consolidated financial statements.
F-3
INTRAWEST CORPORATION
CONSOLIDATED BALANCE SHEETS
JUNE 30
------------------------
2002 2001
---------- ----------
(IN THOUSANDS OF
UNITED STATES DOLLARS)
ASSETS
Current assets:
Cash and cash equivalents................................. $ 76,689 $ 86,430
Amounts receivable (note 7)............................... 109,948 82,536
Other assets (note 8(a)).................................. 88,062 105,545
Resort properties (note 6)................................ 399,572 329,177
Future income taxes (note 13)............................. 7,536 4,168
---------- ----------
681,807 607,856
Ski and resort operations (note 5).......................... 841,841 813,741
Properties (note 6):
Resort.................................................... 461,893 371,451
Discontinued operations................................... 6,325 7,080
---------- ----------
468,218 378,531
Amounts receivable (note 7)................................. 64,734 50,416
Other assets (note 8(b)).................................... 94,332 86,640
Goodwill.................................................... 15,985 19,128
---------- ----------
$2,166,917 $1,956,312
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Amounts payable........................................... $ 195,254 $ 146,464
Deferred revenue (note 10)................................ 99,484 81,537
Bank and other indebtedness (note 9):
Resort................................................. 279,297 201,558
Discontinued operations................................ 2,750 82
---------- ----------
576,785 429,641
Bank and other indebtedness (note 9):
Resort.................................................... 773,790 804,991
Discontinued operations................................... 82 3,363
---------- ----------
773,872 808,354
Due to joint venture partners (note 14)..................... 3,963 8,818
Deferred revenue (note 10).................................. 23,069 26,750
Future income taxes (note 13)............................... 75,843 83,771
Non-controlling interest in subsidiaries.................... 36,116 30,616
---------- ----------
1,489,648 1,387,950
Shareholders' equity:
Capital stock (note 12)................................... 466,899 414,220
Retained earnings......................................... 241,665 187,922
Foreign currency translation adjustment................... (31,295) (33,780)
---------- ----------
677,269 568,362
---------- ----------
$2,166,917 $1,956,312
========== ==========
Contingencies and commitments (note 15)
Subsequent event (note 23)
Approved on behalf of the Board:
(signed) JOE S. HOUSSIAN (signed) R. THOMAS M. ALLAN
Director Director
See accompanying notes to consolidated financial statements.
F-4
INTRAWEST CORPORATION
CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
FOR THE YEARS ENDED
JUNE 30
----------------------
2002 2001
--------- ---------
(IN THOUSANDS OF
UNITED STATES DOLLARS)
Retained earnings, beginning of year........................ $187,922 $131,953
Net income.................................................. 58,480 60,587
Dividends................................................... (4,737) (4,618)
-------- --------
Retained earnings, end of year.............................. $241,665 $187,922
======== ========
See accompanying notes to consolidated financial statements.
F-5
INTRAWEST CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED
JUNE 30
----------------------
2002 2001
--------- ---------
(IN THOUSANDS OF
UNITED STATES DOLLARS)
Cash provided by (used in):
Operations:
Income from continuing operations......................... $ 58,602 $ 63,529
Items not affecting cash:
Depreciation and amortization.......................... 65,434 57,934
Future income taxes.................................... (2,873) 1,027
Income from equity accounted investment................ (3,901) (2,790)
Gain on asset disposals, net of write-offs............. (323) (2,671)
Non-controlling interest............................... 11,675 9,904
--------- ---------
Funds from continuing operations.......................... 128,614 126,933
Recovery of costs through real estate sales............... 402,700 338,856
Acquisition and development of properties held for sale... (565,863) (469,816)
Increase in amounts receivable, net....................... (8,936) (13,670)
Changes in non-cash operating working capital (note 21)... 49,191 (29,948)
--------- ---------
Cash provided by (used in) continuing operating
activities............................................. 5,706 (47,645)
Cash provided by discontinued operations.................. 3,898 2,323
--------- ---------
9,604 (45,322)
Financing:
Proceeds from bank and other borrowings................... 351,259 417,829
Repayments on bank and other borrowings................... (304,933) (233,264)
Issue of common shares for cash, net of issuance costs.... 53,037 4,467
Redemption and repurchase of non-resort preferred
shares................................................. (358) (3,966)
Dividends paid............................................ (4,737) (4,618)
Distributions to non-controlling interests................ (6,534) (5,773)
--------- ---------
87,734 174,675
Investments:
Expenditures on:
Revenue-producing properties........................... (2,353) (5,642)
Ski and resort operation assets........................ (91,490) (93,986)
Other assets........................................... (8,463) (19,545)
Business acquisitions, net of cash acquired of $nil
(2001 -- $498)........................................ (8,876) (10,951)
Proceeds from asset disposals............................. 4,103 8,216
--------- ---------
(107,079) (121,908)
--------- ---------
Increase (decrease) in cash and cash equivalents............ (9,741) 7,445
Cash and cash equivalents, beginning of year................ 86,430 78,985
--------- ---------
Cash and cash equivalents, end of year...................... $ 76,689 $ 86,430
========= =========
Supplementary information (note 21)
See accompanying notes to consolidated financial statements.
F-6
INTRAWEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2002 AND 2001
(Tabular amounts in thousands of United States dollars, unless otherwise
indicated)
1. OPERATIONS:
Intrawest Corporation was formed by an amalgamation on November 23, 1979
under the Company Act (British Columbia) and was continued under the Canada
Business Corporations Act on January 14, 2002. Through its subsidiaries, the
Company is engaged in the development and operation of mountain and golf
resorts principally throughout North America.
2. SIGNIFICANT ACCOUNTING POLICIES:
(A) BASIS OF PRESENTATION:
The consolidated financial statements are prepared in accordance with
generally accepted accounting principles in Canada as prescribed by The
Canadian Institute of Chartered Accountants ("CICA"). Information
regarding United States generally accepted accounting principles as it
affects the Company's consolidated financial statements is presented in
note 22.
(B) PRINCIPLES OF CONSOLIDATION:
The consolidated financial statements include:
(i) the accounts of the Company and its subsidiaries;
(ii) the accounts of all incorporated and unincorporated joint ventures,
including non-controlled partnerships, to the extent of the
Company's interest in their respective assets, liabilities, revenues
and expenses.
The Company's principal subsidiaries and joint ventures are as follows:
PERCENTAGE INTEREST
HELD BY
SUBSIDIARIES THE COMPANY
------------ -------------------
Blackcomb Skiing Enterprises Limited Partnership............ 77%
Whistler Mountain Resort Limited Partnership................ 77%
Mont Tremblant Resorts and Company, Limited Partnership..... 100%
Copper Mountain, Inc. ...................................... 100%
Intrawest Golf Holdings, Inc................................ 100%
Intrawest/Lodestar Limited Partnership...................... 100%
Intrawest Resort Ownership Corporation...................... 100%
Intrawest Retail Group, Inc. ............................... 100%
Intrawest Sandestin Company, L.L.C. (note 3)................ 100%
IW Resorts Limited Partnership.............................. 100%
Mountain Creek Resort, Inc. ................................ 100%
Mt. Tremblant Reservations Inc.............................. 100%
Playground Real Estate Inc. (note 3)........................ 100%
Resort Reservations Network Inc............................. 100%
Snowshoe Mountain, Inc...................................... 100%
Swaneset Bay Golf Course Ltd................................ 100%
The Stratton Corporation.................................... 100%
F-7
INTRAWEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
FOR THE YEARS ENDED JUNE 30, 2002 AND 2001
(Tabular amounts in thousands of United States dollars, unless otherwise
indicated)
PERCENTAGE INTEREST
HELD BY
JOINT VENTURES AND NON-CONTROLLED PARTNERSHIPS (NOTE 14) THE COMPANY
-------------------------------------------------------- -------------------
Alpine Helicopters Ltd. .................................... 45%
Blue Mountain Resorts Limited............................... 50%
Blue River Land Company L.L.C. ............................. 50%
Chateau M.T. Inc............................................ 50%
Intrawest/Brush Creek Development Company L.L.C. ........... 50%
Intrawest/Lodestar Golf Limited Partnership................. 73.7%
Keystone/Intrawest L.L.C. .................................. 50%
Mammoth Mountain Ski Area................................... 59.5%
Resort Ventures Limited Partnership......................... 50%
All significant intercompany balances and transactions have been
eliminated.
(C) ACCOUNTING FOR INVESTMENTS:
The Company accounts for investments in which it is able to exercise
significant influence in accordance with the equity method. Under the
equity method, the original cost of the shares is adjusted for the
Company's share of post-acquisition earnings or losses, less dividends.
(D) MEASUREMENT UNCERTAINTY:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
The significant areas requiring management estimates include useful lives
for depreciation, the estimates of future net cash flows from ski and
resort operations and properties, the recoverability of amounts receivable
and goodwill, and the ability to utilize future income tax loss
carryforwards.
(E) CASH EQUIVALENTS:
The Company considers all highly liquid investments with terms to maturity
of three months or less when acquired to be cash equivalents.
(F) PROPERTIES:
(i) Properties under development and held for sale:
Properties under development and held for sale are recorded at the
lower of cost and net realizable value. Cost includes all expenditures
incurred in connection with the acquisition, development and
construction of these properties. These expenditures consist of all
direct costs, interest on specific debt, interest on that portion of
total costs financed by the Company's pooled debt, and an allocation of
indirect overhead. Incidental operations related specifically to
properties under development are treated as an increase in or a
reduction of costs.
Costs associated with the development of sales locations of the
vacation ownership business, including operating and general and
administrative costs incurred until a location is fully operational,
are capitalized. Incidental operations related specifically to a
location are treated as an increase in or a reduction of costs during
the start-up period. These net costs are amortized on a straight-line
basis over seven years.
The Company defers costs directly relating to the acquisition of new
properties and resorts which, in management's judgment, have a high
probability of closing. If the acquisition is abandoned, any deferred
costs are expensed immediately.
The Company provides for write-downs where the carrying value of a
particular property exceeds its net realizable value.
F-8
INTRAWEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
FOR THE YEARS ENDED JUNE 30, 2002 AND 2001
(Tabular amounts in thousands of United States dollars, unless otherwise
indicated)
(ii) Revenue-producing properties:
Revenue-producing properties are stated at the lower of cost, net of
accumulated depreciation, and net recoverable amount. Buildings are
depreciated using the declining balance method at annual rates of 3.3%
to 5%. Leasehold improvements and other tenant inducements are
amortized using the straight-line method over the lease term. Furniture
and equipment are depreciated on a declining balance basis at 20% per
annum.
(iii) Classification:
Properties that are currently under development for sale and properties
available for sale are classified as current assets. Related bank and
other indebtedness is classified as a current liability.
(G) SKI AND RESORT OPERATIONS:
The ski and resort operations assets are stated at cost less accumulated
depreciation. Costs of ski lifts, area improvements and buildings are
capitalized. Certain buildings, area improvements and equipment are
located on leased or licensed land. Depreciation is provided over the
estimated useful lives of each asset category using the declining balance
method at annual rates as follows:
Buildings................................................... 3.3% to 5.0%
Ski lifts................................................... 5.0% to 8.0%
Golf courses................................................ 2.0% to 3.3%
Area improvements........................................... 2.0% to 3.3%
Automotive, helicopters and other equipment................. 10.0% to 50.0%
Leased vehicles............................................. 20.0% to 25.0%
Inventories are recorded at the lower of cost and net realizable value,
and consist primarily of retail goods, food and beverage products, and
mountain operating supplies.
(H) ADMINISTRATIVE FURNITURE, COMPUTER EQUIPMENT, SOFTWARE AND LEASEHOLD
IMPROVEMENTS:
Administrative furniture, computer equipment and software are stated at
cost less accumulated depreciation. Included in software costs are any
direct costs incurred developing internal use software. Depreciation is
provided using the declining balance method at annual rates of between 20%
and 30%, respectively.
Leasehold improvements are stated at cost less accumulated amortization.
Amortization is provided using the straight-line method over the lease
term.
(I) DEFERRED FINANCING COSTS:
Deferred financing costs consist of legal and other fees directly related
to the debt financing of the Company's ski and resort operations. These
costs are amortized to interest expense over the term of the related
financing.
(J) GOODWILL:
Goodwill is amortized on the straight-line basis over a period of 3 to 20
years based on the nature of the acquired business. In determining whether
there is a permanent impairment in value, recoverability is based on
undiscounted estimated future cash flows.
(K) DEFERRED REVENUE:
Deferred revenue mainly comprises real estate deposits, season pass
revenue, golf club initiation deposits, government grants and the
exchange gains arising on the translation of long-term monetary items
that are denominated in foreign currencies (note 2(o)). Deferred revenue
which relates to the sale of season passes is recognized throughout the
season based on the number of skier visits. Deferred revenue which
relates to golf club initiation deposits is recognized on a straight-line
basis over the estimated membership terms. Deferred revenue which relates
to government grants for ski and resort operation assets is recognized on
the same basis as the related assets are amortized. Deferred revenue
which relates to government grants for properties under development is
recognized as the properties are sold.
F-9
INTRAWEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
FOR THE YEARS ENDED JUNE 30, 2002 AND 2001
(Tabular amounts in thousands of United States dollars, unless otherwise
indicated)
(L) GOVERNMENT ASSISTANCE:
The Company periodically applies for financial assistance under available
government incentive programs. Non-repayable government assistance
relating to capital expenditures is reflected as a reduction of the cost
of such assets.
(M) REVENUE RECOGNITION:
(i) Ski and resort operations revenue is recognized as the service is
provided. Commission revenues derived from airline ticket, hotel,
car and cruise reservations are recognized when the customer arrives
at their destination. Commission revenue is recorded at the net of
the amount charged to the customer and the amount paid to the
supplier.
(ii) Revenue from the sale of properties is recorded when title to the
completed unit is conveyed to the purchaser, the purchaser becomes
entitled to occupancy and the purchaser has made a payment that is
appropriate in the circumstances.
(iii) Points revenue associated with membership in the vacation ownership
business of Club Intrawest (which revenue is included in real
estate sales) is recognized when the purchaser has paid the amount
due on closing, all contract documentation has been executed and
all other significant conditions of sale are met.
(iv) Revenue from revenue-producing rental properties is recognized upon
the earlier of attaining break-even cash flow after debt servicing
or the expiration of a reasonable period of time following
substantial completion. Prior to this time, the properties are
categorized as properties under development, and incidental
operations related to such properties are applied to development
costs.
(N) FUTURE INCOME TAXES:
The Company follows the asset and liability method of accounting for
income taxes. Under such method, future tax assets and liabilities are
recognized for future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases.
Future tax assets and liabilities are measured using enacted or
substantively enacted tax rates expected to apply to taxable income in
the years in which those temporary differences are expected to be
recovered or settled. The effect on future tax assets and liabilities of
a change in tax rates is recognized in income in the period that includes
the substantive enactment date. To the extent that it is not considered
to be more likely than not that a future income tax asset will be
realized, a valuation allowance is provided.
(O) FOREIGN CURRENCY TRANSLATION:
These consolidated financial statements are presented in U.S. dollars.
The majority of the Company's operations are located in the United States
and are conducted in U.S. dollars. The Company's Canadian operations use
the Canadian dollar as their functional currency. The Canadian entities'
financial statements have been translated into U.S. dollars using the
exchange rate in effect at the balance sheet date for asset and liability
amounts and at the average rate for the period for amounts included in
the determination of income.
Cumulative unrealized gains or losses arising from the translation of the
assets and liabilities of these operations into U.S. dollars are recorded
as foreign currency translation adjustment, a separate component of
shareholders' equity.
Exchange gains or losses arising on the translation of long-term monetary
items that are denominated in foreign currencies to the applicable
currency of measurement are deferred and amortized on a straight-line
basis over the remaining terms of the related monetary item except for
gains or losses related to foreign currency denominated long-term
obligations designated as hedges of investments in self-sustaining
foreign operations. Other exchange gains or losses are included in income
as realized.
The actual exchange rates used for translation purposes were as follows:
2002 2001
------ ------
Canadian dollar to U.S. dollar exchange rates
At June 30................................................ 1.5162 1.5140
Average during year....................................... 1.5687 1.5192
F-10
INTRAWEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
FOR THE YEARS ENDED JUNE 30, 2002 AND 2001
(Tabular amounts in thousands of United States dollars, unless otherwise
indicated)
(P) PER SHARE CALCULATIONS:
The Company has adopted, effective July 1, 2001, the new recommendations
of section 3500, "Earnings Per Share," of the CICA Accounting Handbook
relating to the method of calculation, presentation and disclosure of
earnings per share. These new recommendations were applied retroactively
and have resulted in the restatement of diluted earnings per share for
the year ended June 30, 2001. The diluted earnings per share for the year
ended June 30, 2001 is more dilutive by $0.02 than it would have been
under the previous standard.
Income per common share has been calculated using the weighted average
number of common shares outstanding during the year. The dilutive effect
of stock options is determined using the treasury stock method.
(Q) STOCK OPTIONS:
The Company has a stock option plan as described in note 12(c). Effective
July 1, 2001, the Company early-adopted section 3870 of the CICA
Accounting Handbook ("CICA 3870") relating to the method of accounting
for stock-based compensation. The recommendations require that
stock-based compensation be accounted for based on a fair value
methodology, although it allows an entity to continue to measure employee
stock-based compensation costs using the intrinsic value based method of
accounting. Accordingly, no compensation expense has been recognized for
the periods presented. Any consideration paid on the exercise of options
or purchase of shares is credited to capital stock.
(R) EMPLOYEE FUTURE BENEFITS:
The Company accrues its obligations under employee benefit plans and the
related costs as the underlying services are provided.
(S) COMPARATIVE FIGURES:
Certain comparative figures for 2001 have been reclassified to conform
with the financial statement presentation adopted in the current year.
3. ACQUISITIONS:
On January 11, 2002, the Company acquired the assets and business of Big
Island Country Club Limited Partnership, which operates a golf course on the
island of Hawaii, for cash consideration of $8,876,000.
During the year ended June 30, 2001, the Company completed the following
acquisitions, each of which was accounted for by the purchase method with
effect from the date of acquisition:
(a) Effective November 15, 2000, the Company acquired the business of
Sapera Real Estate Group (subsequently name changed to Playground Real
Estate Inc.). The purchase price of the business acquired was $6,699,000
of which $5,299,000 was assigned to goodwill and the remainder to working
capital. The acquisition was financed primarily through bank
indebtedness.
(b) On June 11, 2001, the Company acquired the 5% non-controlling interest
in the resort operation and real estate assets of Intrawest/Sandestin
Company, L.L.C. for cash consideration of $4,750,000.
4. DISCONTINUED OPERATIONS:
For reporting purposes, the results of operations and cash flow from
operating activities of the non-resort real estate business have been
disclosed separately from those of continuing operations for the periods
presented.
F-11
INTRAWEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
FOR THE YEARS ENDED JUNE 30, 2002 AND 2001
(Tabular amounts in thousands of United States dollars, unless otherwise
indicated)
The results of discontinued operations are as follows:
2002 2001
------ -------
Revenue..................................................... $1,128 $ 1,209
====== =======
Loss before current income taxes............................ $ (104) $(2,805)
Provision for current income taxes.......................... 18 137
------ -------
Loss from discontinued operations........................... $ (122) $(2,942)
====== =======
5. SKI AND RESORT OPERATIONS:
2002
--------------------------------------
NET
ACCUMULATED BOOK
COST DEPRECIATION VALUE
---------- ------------ --------
Ski operations:
Land...................................................... $ 52,490 $ -- $ 52,490
Buildings................................................. 248,731 47,556 201,175
Ski lifts and area improvements........................... 411,352 118,993 292,359
Automotive, helicopters and other equipment............... 120,681 70,499 50,182
Leased vehicles........................................... 4,614 2,311 2,303
---------- -------- --------
837,868 239,359 598,509
---------- -------- --------
Resort operations:
Land...................................................... 21,925 -- 21,925
Buildings................................................. 58,219 8,937 49,282
Golf courses.............................................. 120,145 16,444 103,701
Area improvements......................................... 87,446 19,022 68,424
---------- -------- --------
287,735 44,403 243,332
---------- -------- --------
$1,125,603 $283,762 $841,841
========== ======== ========
2001
--------------------------------------
NET
ACCUMULATED BOOK
COST DEPRECIATION VALUE
---------- ------------ --------
Ski operations:
Land...................................................... $ 52,324 $ -- $ 52,324
Buildings................................................. 231,189 39,994 191,195
Ski lifts and area improvements........................... 392,668 101,459 291,209
Automotive, helicopters and other equipment............... 106,901 59,904 46,997
Leased vehicles........................................... 4,499 1,869 2,630
---------- -------- --------
787,581 203,226 584,355
---------- -------- --------
Resort operations:
Land...................................................... 21,711 -- 21,711
Buildings................................................. 52,834 8,280 44,554
Golf courses.............................................. 124,070 10,866 113,204
Area improvements......................................... 65,320 15,403 49,917
---------- -------- --------
263,935 34,549 229,386
---------- -------- --------
$1,051,516 $237,775 $813,741
========== ======== ========
The ski and resort operations have been pledged as security for certain of
the Company's bank and other indebtedness (note 9).
F-12
INTRAWEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
FOR THE YEARS ENDED JUNE 30, 2002 AND 2001
(Tabular amounts in thousands of United States dollars, unless otherwise
indicated)
6. PROPERTIES:
Summary of properties:
2002 2001
-------- --------
Properties under development and held for sale.............. $797,603 $658,309
Revenue-producing properties................................ 70,187 49,399
-------- --------
$867,790 $707,708
======== ========
Properties are classified for balance sheet purposes as follows:
2002 2001
-------- --------
Current assets:
Resort.................................................... $399,572 $329,177
Long-term assets:
Resort.................................................... 461,893 371,451
Discontinued operations................................... 6,325 7,080
-------- --------
$867,790 $707,708
======== ========
Cumulative costs capitalized to properties under development and held for
sale:
2002 2001
-------- --------
Properties under development and held for sale:
Land and land development costs........................... $187,269 $178,773
Building development costs................................ 478,175 368,242
Interest.................................................. 80,082 69,071
Administrative............................................ 52,077 42,223
-------- --------
$797,603 $658,309
======== ========
During the year ended June 30, 2002, the Company capitalized interest of
$38,850,000 (2001 -- $43,298,000) (note 16).
Properties have been pledged as security for certain of the Company's bank
and other indebtedness (note 9).
Breakdown of revenue-producing properties:
2002
----------------------------------
NET
ACCUMULATED BOOK
COST DEPRECIATION VALUE
------- ------------ -------
Revenue-producing properties:
Land...................................................... $ 8,217 $ -- $ 8,217
Buildings................................................. 68,298 11,340 56,958
Leasehold improvements and equipment...................... 6,472 1,460 5,012
------- ------- -------
$82,987 $12,800 $70,187
======= ======= =======
2001
----------------------------------
NET
ACCUMULATED BOOK
COST DEPRECIATION VALUE
------- ------------ -------
Revenue-producing properties:
Land...................................................... $ 5,816 $ -- $ 5,816
Buildings................................................. 49,211 7,337 41,874
Leasehold improvements and equipment...................... 3,007 1,298 1,709
------- ------- -------
$58,034 $ 8,635 $49,399
======= ======= =======
F-13
INTRAWEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
FOR THE YEARS ENDED JUNE 30, 2002 AND 2001
(Tabular amounts in thousands of United States dollars, unless otherwise
indicated)
7. AMOUNTS RECEIVABLE:
2002 2001
-------- --------
Receivable from sale of real estate......................... $ 59,679 $ 25,405
Ski and resort operations trade receivables................. 23,053 29,662
Loans, mortgages and notes receivable (note 20)............. 73,408 56,928
Funded senior employee share purchase plans (note 12(e)).... 4,475 460
Other accounts receivable................................... 14,067 20,497
-------- --------
174,682 132,952
Current portion............................................. 109,948 82,536
-------- --------
$ 64,734 $ 50,416
======== ========
Amounts receivable from the sale of real estate primarily comprise sales
proceeds held in trust which are generally paid out to the Company or to
construction lenders within 60 days.
Amounts receivable are due approximately as follows:
Year ending June 30, 2003................................... $109,948
2004...................................... 11,270
2005...................................... 4,450
2006...................................... 7,692
2007...................................... 4,046
Subsequent to 2007.................................... 37,276
--------
$174,682
========
The loans, mortgages and notes receivable bear interest at both fixed and
floating rates which averaged 10.91% per annum as at June 30, 2002 (2001 --
11.86%). Certain of these amounts have been pledged as security for the
Company's bank and other indebtedness (note 9).
8. OTHER ASSETS:
(A) CURRENT:
2002 2001
------- --------
Ski and resort operations inventories....................... $30,054 $ 27,286
Restricted cash deposits.................................... 34,502 62,155
Prepaid expenses and other.................................. 23,506 16,104
------- --------
$88,062 $105,545
======= ========
(B) LONG-TERM:
2002 2001
------- --------
Investment in Compagnie des Alpes, at equity (note 23)...... $36,142 $ 33,077
Deferred financing and other costs.......................... 16,481 19,294
Administrative furniture, computer equipment, software and
leasehold improvements, net of accumulated depreciation of
$15,769,000 (2001 -- $10,291,000)......................... 33,614 27,950
Other....................................................... 8,095 6,319
------- --------
$94,332 $ 86,640
======= ========
F-14
INTRAWEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
FOR THE YEARS ENDED JUNE 30, 2002 AND 2001
(Tabular amounts in thousands of United States dollars, unless otherwise
indicated)
9. BANK AND OTHER INDEBTEDNESS:
The Company has obtained financing for its ski and resort operations and
properties from various financial institutions by pledging individual assets
as security for such financing. Security for general corporate debt is
provided by general security which includes a floating charge on the
Company's assets and undertakings, fixed charges on real estate properties,
and assignment of mortgages and notes receivable. The following table
summarizes the primary security provided by the Company, where appropriate,
and indicates the applicable type of financing, maturity dates and the
weighted average interest rate at June 30, 2002:
WEIGHTED
MATURITY AVERAGE
DATES INTEREST RATE 2002 2001
----------- ------------- ---------- ----------
Ski and resort operations:
Mortgages and bank loans.............................. Demand-2017 4.61% $ 124,578 $ 200,121
Obligations under capital leases...................... 2003-2005 8.93% 3,869 5,694
---------- ----------
128,447 205,815
---------- ----------
Properties
Interim financing on properties under development and
held for resale..................................... 2003-2017 5.77% 141,337 175,944
Resort club notes receivable credit facilities........ 2006 5.35% 27,436 21,399
Mortgages on revenue-producing properties............. 2003-2012 6.95% 12,485 10,952
---------- ----------
181,258 208,295
---------- ----------
General corporate debt.................................. 2005 4.64% 184,000 31,803
Unsecured debentures.................................... 2003-2010 9.64% 562,214 564,081
---------- ----------
1,055,919 1,009,994
Current portion......................................... 282,047 201,640
---------- ----------
$ 773,872 $ 808,354
========== ==========
Principal repayments and the components related to either floating or fixed
interest rates are as follows:
INTEREST RATES
-------------------- TOTAL
FLOATING FIXED REPAYMENTS
-------- -------- ----------
Year ending June 30, 2003................................... $156,643 $125,404 $ 282,047
2004...................................... 21,012 27,084 48,096
2005...................................... 194,897 25,187 220,084
2006...................................... -- 5,818 5,818
2007...................................... -- 6,720 6,720
Subsequent to 2007.................................... 8 493,146 493,154
-------- -------- ----------
$372,560 $683,359 $1,055,919
======== ======== ==========
The Company has entered into a swap agreement to fix the interest rate on a
portion of its floating rate debt. The Company had $16,000,000 (2001 --
$8,300,000) of bank loans swapped against debt with a fixed interest rate
ranging from 4.70% to 5.58% (2001 -- 5.34% to 7.40%) per annum.
Bank and other indebtedness includes indebtedness in the amount of
$263,691,000 (2001 -- $342,206,000) which is repayable in Canadian dollars
of $399,808,000 (2001 -- $518,100,000).
The Company is subject to certain covenants in respect of some of the bank
and other indebtedness which require the Company to maintain certain
financial ratios. The Company is in compliance with these covenants at June
30, 2002.
F-15
INTRAWEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
FOR THE YEARS ENDED JUNE 30, 2002 AND 2001
(Tabular amounts in thousands of United States dollars, unless otherwise
indicated)
10. DEFERRED REVENUE:
2002 2001
------- -------
Deposits on real estate sales............................... $76,239 $66,642
Government assistance (note 11)............................. 7,901 4,974
Golf club initiation deposits............................... 13,431 14,935
Season pass revenue......................................... 13,883 12,864
Other deferred amounts...................................... 11,099 8,872
------- -------
122,553 108,287
------- -------
Current portion............................................. 99,484 81,537
------- -------
$23,069 $26,750
======= =======
11. GOVERNMENT ASSISTANCE:
The federal government of Canada and the Province of Quebec have granted
financial assistance to the Company in the form of interest-free loans and
forgivable grants for the construction of specified four-season tourist
facilities at Mont Tremblant. The loans, which will total $9,431,000 when
they are advanced, are repayable over 17 years starting in 2000. The grants,
which will total $38,318,000 (2001 -- $38,318,000) when they are fully
advanced, amounted to $24,518,000 at June 30, 2002 (2001 -- $21,005,000).
During the year ended June 30, 2002, grants received of $3,513,000 (2001 --
$6,268,000) were credited as follows: $1,010,000 (2001 -- $755,000) to ski
and resort operation assets, $1,461,000 (2001 -- $5,513,000) to properties
and $1,042,000 to deferred government assistance.
12. CAPITAL STOCK:
(A) SHARE CAPITAL REORGANIZATION:
Effective March 14, 1997, the Company completed a reorganization of its
share capital designed to separate the remaining non-resort real estate
assets from the rest of the Company's business. Under the reorganization,
each existing common share was exchanged for one new common share and one
non-resort preferred ("NRP") share. The new common shares have the same
attributes as the old common shares.
The NRP shares were initially recorded at a value of $64,305,000, net of
costs, (based on Cdn.$3.82 per share) equal to the book value of the net
equity of the non-resort assets at December 31, 1996, and the value
assigned to the common shares was reduced by the same amount. The Company
expects that the non-resort assets will be disposed of in an orderly
manner and the net cash flow from these assets distributed to the NRP
shareholders, primarily by way of redemption or repurchase of their
shares. The amount ultimately realized by the Company and distributed to
the NRP shareholders will be subject to prevailing real estate market
conditions. As at June 30, 2002, the book value of the net equity of the
remaining non-resort assets was $6,456,000 (2001 -- $6,964,000).
In November 1999 shareholders of the Company passed a resolution reducing
the redemption price of the NRP shares from Cdn.$3.82 to Cdn.$2.65 per
share.
(B) CAPITAL STOCK:
The Company's capital stock comprises the following:
2002 2001
-------- --------
Common shares............................................... $453,299 $400,262
NRP shares.................................................. 13,600 13,958
-------- --------
$466,899 $414,220
======== ========
F-16
INTRAWEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
FOR THE YEARS ENDED JUNE 30, 2002 AND 2001
(Tabular amounts in thousands of United States dollars, unless otherwise
indicated)
(i) Common shares:
Authorized:
an unlimited number without par value
Issued:
NUMBER OF NUMBER OF
COMMON 2002 COMMON 2001
SHARES AMOUNT SHARES AMOUNT
---------- -------- ---------- --------
Balance, beginning of year........................... 44,026,394 $400,262 43,463,294 $395,795
Issued for cash under stock option plan.............. 270,850 1,893 563,100 4,467
Issued for cash, net of issue costs.................. 3,250,000 55,951 -- --
Purchased for benefit plan(f)........................ (292,182) (4,807) -- --
---------- -------- ---------- --------
Balance, end of year................................. 47,255,062 $453,299 44,026,394 $400,262
========== ======== ========== ========
(ii) NRP shares:
Authorized:
50,000,000 without par value
Issued:
NUMBER OF NUMBER OF
NRP 2002 NRP 2001
SHARES AMOUNT SHARES AMOUNT
--------- ------- ----------- -------
Balance, beginning of year............................ 5,513,936 $13,958 7,760,961 $17,924
Issued for cash under stock option plan............... -- -- 253,575 227
Redemption............................................ -- -- (2,170,000) (3,788)
Purchased for cancellation............................ (350,500) (358) (330,600) (405)
--------- ------- ----------- -------
Balance, end of year.................................. 5,163,436 $13,600 5,513,936 $13,958
========= ======= =========== =======
(iii) Preferred shares:
Authorized:
an unlimited number without par value
Issued -- nil
(C) STOCK OPTIONS:
The Company has a stock option plan which provides for grants to officers
and employees of the Company and its subsidiaries of options to purchase
common shares of the Company. Options granted under the stock option plan
are exercisable in Canadian dollars and may not be exercised except in
accordance with such limitations as the Human Resources Committee of the
Board of Directors of the Company may determine.
The following table summarizes the status of options outstanding under
the Plan:
2002 WEIGHTED 2001 WEIGHTED
SHARE OPTIONS AVERAGE SHARE OPTIONS AVERAGE
OUTSTANDING PRICE OUTSTANDING PRICE
------------- -------- ------------- --------
Outstanding, beginning of year...................... 3,322,500 $15.24 3,221,600 $14.68
Granted............................................. 711,800 16.17 710,000 17.67
Exercised........................................... (270,850) 6.99 (563,100) 7.90
Forfeited........................................... (65,550) 17.87 (46,000) 17.52
--------- ------ --------- ------
Outstanding, end of year............................ 3,697,900 $16.04 3,322,500 $15.24
========= ====== ========= ======
Exercisable, end of year............................ 1,753,950 $14.70 1,805,450 $13.37
========= ====== ========= ======
F-17
INTRAWEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
FOR THE YEARS ENDED JUNE 30, 2002 AND 2001
(Tabular amounts in thousands of United States dollars, unless otherwise
indicated)
The following table provides details of options outstanding at June 30,
2002:
WEIGHTED
NUMBER AVERAGE LIFE WEIGHTED NUMBER WEIGHTED
RANGE OF OUTSTANDING REMAINING AVERAGE EXERCISABLE AVERAGE
EXERCISE PRICES JUNE 30, 2002 (YEARS) PRICE JUNE 30, 2002 PRICE
--------------- ------------- ------------ -------- ------------- --------
$6.42-$9.54......................... 439,100 2.2 $ 9.20 439,100 $ 9.20
$10.39-$15.19....................... 208,500 4.8 $13.38 202,500 $13.32
$15.70-$19.16....................... 3,050,300 7.4 $17.21 1,112,350 $17.12
--------- --- ------ --------- ------
3,697,900 6.6 $16.04 1,753,950 $14.70
========= === ====== ========= ======
(D) EMPLOYEE SHARE PURCHASE PLAN:
The employee share purchase plan permits certain full-time employees of
the Company and its subsidiaries and limited partnerships to purchase
common shares through payroll deductions. The Company contributes $1 for
every $3 contributed by an employee. To June 30, 2002, a total of 65,809
(2001 -- 65,809) common shares have been issued from treasury under this
plan. A further 100,000 common shares have been authorized and reserved
for issuance under this plan.
(E) FUNDED SENIOR EMPLOYEE SHARE PURCHASE PLANS:
The Company has two funded senior employee share purchase plans which
provide for loans to be made to designated eligible employees to be used
for the purchase of common shares. At June 30, 2002, loans to employees
under the funded senior employee share purchase plans amounted to
$4,475,000 with respect to 374,387 common shares and 26,939 NRP shares
(2001 -- $460,000 with respect to 123,050 common shares and 26,939 NRP
shares). The loans are non-interest bearing, secured by a promissory note
and a pledge of the shares ($6,300,000 market value at June 30, 2002) and
mature by 2012. A further 96,400 common shares have been authorized and
reserved for issuance under one of the plans.
(F) KEY EXECUTIVE EMPLOYEE BENEFIT PLAN:
The Company has a key executive employee benefit plan which permits the
Company to grant awards of common shares purchased in the open market to
executive officers. During the year ended June 30, 2002, a total of
292,182 common shares were purchased under this plan. The common shares
vest to the employees in part over time and the balance on the attainment
of certain future earnings levels.
(G) STOCK COMPENSATION:
Had compensation expense for stock options been determined by a fair
value method in accordance with the provisions of CICA 3870 (note 2(q))
using the Black-Scholes option pricing model at the date of the grant,
the following weighted average assumptions would have been used for
options granted in the current period:
Dividend yield.............................................. 0.6%
Risk-free interest rate..................................... 4.38%
Expected option life........................................ 7 years
Expected volatility......................................... 55%
Using the above assumptions, the Company's net income for the year ended
June 30, 2002 would have been reduced to the pro forma amount indicated
below:
Net income, as reported..................................... $58,480
Estimated fair value of option grants....................... (649)
-------
Net income, pro forma....................................... $57,831
=======
Pro forma income per common share from continuing
operations:
Basic..................................................... $ 1.31
Diluted................................................... $ 1.29
F-18
INTRAWEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
FOR THE YEARS ENDED JUNE 30, 2002 AND 2001
(Tabular amounts in thousands of United States dollars, unless otherwise
indicated)
The estimated fair value of option grants excludes the effect of those
granted before July 1, 2001. The fair value of options granted during the
year ended June 30, 2002 had a value of $14.36 on the grant date on a
weighted average basis.
(H) PER SHARE INFORMATION:
The reconciliation of the net income and weighted average number of
common shares used to calculate basic and diluted income per common share
is as follows:
2002 2001
-------------------- --------------------
NET INCOME SHARES NET INCOME SHARES
---------- ------ ---------- ------
(000) (000)
Basic income per common share:
Income from continuing operations......................... $58,602 44,206 $63,529 43,665
Dilutive effect of stock options.......................... -- 489 -- 839
------- ------ ------- ------
Diluted income per common share............................. $58,602 44,695 $63,529 44,504
======= ====== ======= ======
Options aggregating 2,399,800 (2001 -- 263,000) have not been included in
the computation of diluted income per common share as they were
anti-dilutive.
13. INCOME TAXES:
(A) PROVISION FOR INCOME TAXES:
2002 2001
-------- --------
Current..................................................... $ 12,422 $ 8,987
Future...................................................... (2,873) 1,027
-------- --------
$ 9,549 $ 10,014
-------- --------
The reconciliation of income taxes calculated at the statutory rate to
the actual income tax provision is as follows:
2002 2001
-------- --------
Statutory rate.............................................. 41.2% 44.7%
-------- --------
Income tax charge at statutory rate......................... $ 32,888 $ 36,047
Non-deductible expenses and amortization.................... 53 1,839
Large corporations tax...................................... 1,159 1,194
Taxes related to non-controlling interest share of
earnings.................................................. (4,804) (4,427)
Reduction for enacted changes in tax laws and rates......... (2,434) (5,277)
Taxes related to equity accounted investment................ (1,605) (1,247)
Foreign taxes less than statutory rate...................... (15,589) (18,046)
Other....................................................... (101) 68
-------- --------
9,567 10,151
Less: current income taxes related to discontinued
operations................................................ 18 137
-------- --------
Provision for income taxes.................................. $ 9,549 $ 10,014
======== ========
F-19
INTRAWEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
FOR THE YEARS ENDED JUNE 30, 2002 AND 2001
(Tabular amounts in thousands of United States dollars, unless otherwise
indicated)
(b) The tax effects of temporary differences that give rise to significant
portions of the future tax assets and future tax liabilities are
presented below:
2002 2001
-------- --------
Future tax assets:
Non-capital loss carryforwards............................ $ 27,068 $ 27,083
Share issue and financing costs........................... -- 1,024
Differences in working capital deductions for tax and
accounting purposes..................................... 4,004 2,687
Other..................................................... 562 1,134
-------- --------
Total gross future tax assets............................... 31,634 31,928
Valuation allowance......................................... (16,206) (18,769)
-------- --------
Net future tax assets....................................... 15,428 13,159
-------- --------
Future tax liabilities:
Differences in net book value and undepreciated capital
cost of ski and
resort assets and properties............................ 80,021 90,423
Other..................................................... 3,714 2,339
-------- --------
Total gross future tax liabilities.......................... 83,735 92,762
-------- --------
Net future tax liabilities.................................. $ 68,307 $ 79,603
======== ========
(c) At June 30, 2002, the Company has non-capital loss carryforwards for
income tax purposes of approximately $101,960,000 (2001 -- $98,358,000)
that are available to offset future taxable income through 2022.
14. JOINT VENTURES:
The following amounts represent the Company's proportionate interest in
joint ventures and non-controlled partnerships (note 2(b)):
2002 2001
-------- --------
Properties, current......................................... $ 42,178 $ 60,736
Other current assets........................................ 21,717 26,517
-------- --------
63,895 87,253
Current liabilities......................................... (49,487) (62,225)
-------- --------
Working capital............................................. 14,408 25,028
Ski and resort operations................................... 155,964 144,707
Properties, non-current..................................... 58,713 46,965
Bank and other indebtedness, non-current.................... (40,376) (40,753)
Other, net.................................................. (14,924) (11,742)
-------- --------
$173,785 $164,205
======== ========
2002 2001
-------- --------
Revenue..................................................... $131,122 $159,104
Expenses.................................................... 119,960 143,658
-------- --------
Income from continuing operations before income taxes....... 11,162 15,446
Results of discontinued operations.......................... 385 181
-------- --------
$ 11,547 $ 15,627
======== ========
F-20
INTRAWEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
FOR THE YEARS ENDED JUNE 30, 2002 AND 2001
(Tabular amounts in thousands of United States dollars, unless otherwise
indicated)
2002 2001
-------- --------
Cash provided by (used in):
Operations................................................ $ 29,206 $ 28,006
Financing................................................. (15,267) (12,985)
Investments............................................... (20,425) (10,835)
-------- --------
Increase (decrease) in cash and cash equivalents............ $ (6,486) $ 4,186
======== ========
Due to joint venture partners is the amount payable to the Company's joint
venture partners in various properties for costs they have incurred on the
Company's behalf. Payments to the joint venture partners are governed by the
terms of the respective joint venture agreement.
15. CONTINGENCIES AND COMMITMENTS:
(a) The Company holds licenses and land leases with respect to certain of
its ski operations. These leases expire at various times between 2032
and 2051 and provide for annual payments generally in the range of 2%
of defined gross revenues.
(b) The Company has estimated costs to complete ski and resort operations
assets and properties currently under construction and held for sale
amounting to $397,642,000 at June 30, 2002 (2001 -- $363,064,000). These
costs are substantially covered by existing financing commitments.
(c) In addition to the leases described in (a) above, the Company has
entered into other operating lease commitments, payable as follows:
Year ending June 30, 2003................................... $ 4,526
2004...................................... 4,801
2005...................................... 3,853
2006...................................... 3,167
2007...................................... 2,479
Subsequent to 2007.................................... 7,416
-------
$26,242
=======
(d) The Company is contingently liable for the obligations of certain joint
ventures and partnerships. The assets of these joint ventures and
partnerships, which in all cases exceed the obligations, are available
to satisfy such obligations.
(f) The Company and its subsidiaries are involved in several lawsuits
arising from the ordinary course of business. Although the outcome of
such matters cannot be predicted with certainty, management does not
consider the Company's exposure to lawsuits to be material to these
consolidated financial statements.
(g) Canada Customs and Revenue Agency ("CCRA") has proposed certain
adjustments to reduce the amount of capital cost allowance and
non-capital losses claimed by the Company. No notice of reassessment
has been issued. The Company is preparing submissions with respect to
these proposals and intends to contest any adjustments, if made. The
Company believes that it is unlikely that CCRA would be successful with
the proposed challenge. Whether CCRA will ultimately proceed with such
proposals, and the outcome of the issues under review if the proposals
proceed, cannot be determined at this time. If all of the issues raised
by CCRA in the proposals were reassessed as proposed, the Company would
be required to pay total cash taxes of approximately $8,200,000 plus
interest of approximately $3,700,000. For accounting purposes, the
effect of any reassessment would be charged to income in the year the
outcome of the proposals is determined.
F-21
INTRAWEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
FOR THE YEARS ENDED JUNE 30, 2002 AND 2001
(Tabular amounts in thousands of United States dollars, unless otherwise
indicated)
16. INTEREST EXPENSE:
2002 2001
------- -------
Total interest incurred..................................... $83,439 $89,092
Less:
Interest capitalized to ski and resort operations
assets.................................................. 1,353 988
Interest capitalized to properties, net of capitalized
interest included in real estate cost of sales of
$13,314,000 (2001 -- $13,642,000)....................... 25,536 29,656
------- -------
$56,550 $58,448
======= =======
2002 2001
------- -------
Interest was charged to income as follows:
Real estate costs......................................... $13,314 $13,642
Interest expense.......................................... 43,072 44,490
Discontinued operations................................... 164 316
------- -------
$56,550 $58,448
======= =======
Real estate cost of sales also include $14,525,000 (2001 -- $7,080,000) of
interest incurred in prior years.
Interest incurred and interest expense include commitment and other
financing fees and amortization of deferred financing costs.
17. FINANCIAL INSTRUMENTS:
(A) FAIR VALUE:
The Company has various financial instruments including cash and cash
equivalents, amounts receivable, certain amounts payable and accrued
liabilities. Due to their short-term maturity or, in the case of amounts
receivable, their market comparable interest rates, the instruments' book
value approximates their fair value. Debt and interest swap agreements are
also financial instruments. The fair value of the Company's long-term
debt, calculated using current rates offered to the Company for debt at
the same remaining maturities, is not materially different from amounts
included in the consolidated balance sheets.
(B) INTEREST RATE RISK:
As described in note 9, $372,560,000 of the Company's debt instruments
bear interest at floating rates. Fluctuations in these rates will impact
the cost of financing incurred in the future.
(C) CREDIT RISK:
The Company's products and services are purchased by a wide range of
customers in different regions of North America and elsewhere. Due to the
nature of its operations, the Company has no concentrations of credit
risk.
18. PENSION PLANS:
The Company has two non-contributory defined benefit pension plans, one
registered and the other non-registered, covering certain of its senior
executives. At June 30, 2002, the estimated present value of accrued pension
benefits was $10,783,000 (2001 -- $5,626,000) and the market value of the
plan's assets was $2,857,000 (2001 -- $3,103,000). This obligation is being
expensed over a period of 15 years. For the year ended June 30, 2002, the
Company charged to operations pension costs of $1,070,000 (2001 -- $540,000).
19. SEGMENTED INFORMATION:
The Company has four reportable segments: mountain resort operations,
warm-weather resort operations, real estate operations, and corporate and
all other. The mountain resort segment includes all of the Company's
mountain resorts and associated activities. The warm-weather segment
includes Sandestin and all of the Company's stand-alone golf courses. The
real estate segment includes all of the Company's real estate activities.
F-22
INTRAWEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
FOR THE YEARS ENDED JUNE 30, 2002 AND 2001
(Tabular amounts in thousands of United States dollars, unless otherwise
indicated)
The Company evaluates performance based on profit or loss from operations
before interest, depreciation and amortization, and income taxes.
Intersegment sales and transfers are accounted for as if the sales or
transfers were to third parties.
The Company's reportable segments are strategic business units that offer
distinct products and services, and that have their own identifiable
marketing strategies. Each of the reportable segments has senior executives
responsible for the performance of the segment.
The following table presents the Company's results from continuing
operations by reportable segment:
2002 2001
-------- --------
Segment revenue:
Mountain resort........................................... $424,835 $433,126
Warm-weather resort....................................... 60,307 59,076
Real estate............................................... 495,813 424,271
Corporate and all other................................... 5,016 6,337
-------- --------
$985,971 $922,810
======== ========
2002 2001
------- --------
Segment operating profit:
Mountain resort........................................... $98,935 $100,511
Warm-weather resort....................................... 8,406 7,827
Real estate............................................... 88,150 80,989
Corporate and all other................................... 5,016 6,337
------- --------
200,507 195,664
Less:
Interest.................................................. 43,072 44,490
Depreciation and amortization............................. 65,434 57,934
General and administrative................................ 12,175 9,793
------- --------
120,681 112,217
------- --------
Income before income taxes, non-controlling interest and
discontinued operations................................... $79,826 $ 83,447
======= ========
2002 2001
---------- ----------
Segment assets:
Mountain resort........................................... $ 912,642 $ 886,297
Warm-weather resort....................................... 151,924 143,343
Real estate............................................... 1,032,296 868,655
Corporate and all other................................... 60,720 46,895
Discontinued operations................................... 9,335 11,122
---------- ----------
$2,166,917 $1,956,312
========== ==========
2002 2001
-------- --------
Capital expenditures:
Mountain resort........................................... $ 81,658 $ 85,597
Warm-weather resort....................................... 9,832 8,389
Corporate and all other................................... 10,237 15,414
-------- --------
$101,727 $109,400
======== ========
F-23
INTRAWEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
FOR THE YEARS ENDED JUNE 30, 2002 AND 2001
(Tabular amounts in thousands of United States dollars, unless otherwise
indicated)
GEOGRAPHIC INFORMATION:
2002 2001
-------- --------
Revenue:
Canada.................................................... $424,764 $375,569
United States............................................. 561,207 547,241
-------- --------
$985,971 $922,810
======== ========
2002 2001
-------- --------
Operating profit:
Canada.................................................... $121,707 $100,433
United States............................................. 78,800 95,231
-------- --------
$200,507 $195,664
======== ========
2002 2001
---------- ----------
Identifiable assets:
Canada.................................................... $ 753,885 $ 708,438
United States............................................. 1,403,697 1,236,752
Discontinued operations................................... 9,335 11,122
---------- ----------
$2,166,917 $1,956,312
========== ==========
20. RELATED PARTY TRANSACTIONS:
At June 30, 2001, $3,991,000 was owing to the Company by a partnership, one
of whose partners was a corporation controlled by an officer and a director
of the Company. During the year ended June 30, 2002, this amount was repaid.
21. CASH FLOW INFORMATION:
The changes in non-cash operating working capital balance consist of the
following:
2002 2001
-------- --------
Cash provided by (used in):
Amounts receivable........................................ $(29,720) $ (4,932)
Other assets.............................................. 20,819 (25,258)
Amounts payable........................................... 48,676 (4,405)
Due to joint venture partners............................. (4,788) (8,143)
Deferred revenue.......................................... 14,204 12,790
-------- --------
$ 49,191 $(29,948)
======== ========
Supplemental information:
Interest paid excluding interest capitalized.............. $ 41,404 $ 51,744
Income taxes paid......................................... 11,596 4,754
Non-cash investing and financing activities:
Notes received on asset disposals......................... 6,902 5,540
F-24
INTRAWEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
FOR THE YEARS ENDED JUNE 30, 2002 AND 2001
(Tabular amounts in thousands of United States dollars, unless otherwise
indicated)
22. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES:
The consolidated financial statements have been prepared in accordance with
generally accepted accounting principles ("GAAP") in Canada. The principles
adopted in these financial statements conform in all material respects to
those generally accepted in the United States and the rules and regulations
promulgated by the Securities and Exchange Commission ("SEC") except as
summarized below:
2002 2001
-------- --------
Income from continuing operations in accordance with
Canadian GAAP............................................. $ 58,602 $ 63,529
Effects of differences in accounting for:
Depreciation and amortization pursuant to SFAS 109 (d).... (1,870) (2,861)
Foreign exchange pursuant to SFAS 52 (g).................. (14) (3,295)
Real estate revenue recognition pursuant to SFAS 66 (i)... 4,089 (4,089)
Start-up costs (j)........................................ (4,772) (788)
Tax effect of differences................................. 562 1,182
Results of discontinued operations.......................... (122) (2,942)
-------- --------
Net income in accordance with United States GAAP............ 56,475 50,736
Opening retained earnings in accordance with United States
GAAP (b).................................................. 223,363 177,245
Common share dividends...................................... (4,737) (4,618)
-------- --------
Closing retained earnings in accordance with United States
GAAP...................................................... $275,101 $223,363
======== ========
Weighted average number of shares outstanding (in
thousands):
Basic..................................................... 44,206 43,665
Diluted................................................... 44,695 44,504
======== ========
Income per common share (in dollars):
Basic..................................................... $ 1.28 $ 1.23
Diluted................................................... 1.26 1.22
======== ========
2002 2001
------- -------
Comprehensive income:
Net income in accordance with United States GAAP.......... $56,475 $50,736
Other comprehensive income (loss)......................... 2,299 (260)
------- -------
$58,774 $50,476
======= =======
2002 2001
---------- ----------
Total assets in accordance with Canadian GAAP............... $2,166,917 $1,956,312
Effects of differences in accounting for:
Shareholder loans (c)..................................... (4,475) (460)
Ski and resort assets (d)................................. 2,525 3,226
Goodwill (d).............................................. 34,696 35,916
Properties (d)............................................ 650 663
Revenue recognition (i)................................... -- (510)
Start-up costs (j)........................................ (5,682) (788)
Future income taxes on differences........................ 1,744 1,182
---------- ----------
Total assets in accordance with United States GAAP.......... $2,196,375 $1,995,541
========== ==========
F-25
INTRAWEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
FOR THE YEARS ENDED JUNE 30, 2002 AND 2001
(Tabular amounts in thousands of United States dollars, unless otherwise
indicated)
2002 2001
---------- ----------
Total liabilities in accordance with Canadian GAAP.......... $1,489,648 $1,387,950
Effects of differences in accounting for:
Foreign exchange (g)...................................... -- (14)
Revenue recognition (i)................................... -- 3,579
---------- ----------
Total liabilities in accordance with United States GAAP..... $1,489,648 $1,391,515
---------- ----------
2002 2001
-------- --------
Capital stock in accordance with Canadian GAAP.............. $466,899 $414,220
Effects of differences in accounting for:
Extinguishment of options and warrants (a)................ 1,563 1,563
Shareholder loans (c)..................................... (4,475) (460)
-------- --------
Capital stock in accordance with United States GAAP......... 463,987 415,323
Closing retained earnings in accordance with United States
GAAP...................................................... 275,101 223,363
Accumulated other comprehensive income (h).................. (32,361) (34,660)
-------- --------
Shareholders' equity in accordance with United States
GAAP...................................................... $706,727 $604,026
======== ========
(A) EXTINGUISHMENT OF OPTIONS AND WARRANTS:
Payments made to extinguish options and warrants can be treated as
capital items under Canadian GAAP. These payments would be treated as
income items under United States GAAP. As a result, payments made to
extinguish options in prior years impact the current year's capital stock
and retained earnings. No payments were made during the years ended June
30, 2001 and 2000.
(B) RETAINED EARNINGS:
Opening retained earnings in accordance with United States GAAP for the
year ended June 30, 2001 includes the effects of:
(i) adopting SFAS 109 as described in (d). The net increase in retained
earnings was $43,546,000.
(ii) treating payments made to extinguish options and warrants as income
items as described in (a). The net decrease in retained earnings was
$1,563,000.
(iii) including foreign exchange gains and losses in income for the
period in which the exchange rate fluctuates. The net increase in
retained earnings was $3,309,000.
(C) SHAREHOLDER LOANS:
The Company accounts for loans provided to senior employees for the
purchase of shares as amounts receivable. Under United States GAAP, these
loans, totaling $4,475,000 and $460,000 as at June 30, 2002 and 2001,
respectively, would be deducted from share capital.
(D) INCOME TAXES:
As described in note 2(n), the Company follows the asset and liability
method of accounting for income taxes. Prior to July 1, 1999, the Company
had adopted the Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" ("SFAS 109"), for the financial statement
amounts presented under United States GAAP. SFAS 109 requires that future
tax liabilities or assets be recognized for the difference between
assigned values and tax bases of assets and liabilities acquired pursuant
to a business combination except for non tax-deductible goodwill and
unallocated negative goodwill, effective from the Company's year ended
September 30, 1994. The effect of adopting SFAS 109 increases the
carrying values of certain balance sheet amounts at June 30, 2002 and
2001 as follows:
2002 2001
------- -------
Ski and resort assets....................................... $ 2,525 $ 3,226
Goodwill.................................................... 34,696 35,916
Properties.................................................. 650 663
F-26
INTRAWEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
FOR THE YEARS ENDED JUNE 30, 2002 AND 2001
(Tabular amounts in thousands of United States dollars, unless otherwise
indicated)
(E) JOINT VENTURES:
In accordance with Canadian GAAP, joint ventures are required to be
proportionately consolidated regardless of the legal form of the entity.
Under United States GAAP, incorporated joint ventures are required to be
accounted for by the equity method. However, in accordance with practices
prescribed by the SEC, the Company has elected for the purpose of this
reconciliation to account for incorporated joint ventures by the
proportionate consolidation method (note 14).
(F) STOCK COMPENSATION:
Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" ("SFAS 123"), requires that stock-based
compensation be accounted for based on a fair value methodology, although
it allows an entity to elect to continue to measure stock-based
compensation costs using the intrinsic value based method of accounting
prescribed by Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" ("APB 25"). The Company has elected to account
for stock-based compensation in accordance with APB 25. Accordingly, no
compensation expense has been recognized for the years presented.
Had compensation expense been determined in accordance with the
provisions of SFAS 123 using the Black-Scholes option pricing model at
the date of the grant, the following weighted average assumptions would
be used for option grants in:
2002 2001
------- -------
Dividend yield.............................................. 0.6% 0.6%
Risk-free interest rate..................................... 4.38% 4.63%
Expected option life........................................ 7 years 7 years
Expected volatility......................................... 55% 67%
Using the above assumptions, the Company's net income under United States
GAAP would have been reduced to the pro forma amounts indicated below:
2002 2001
------- -------
Net income in accordance with United States GAAP:
As reported............................................... $56,475 $50,736
Estimated fair value of option grants..................... (5,215) (3,975)
------- -------
Pro forma................................................... $51,260 $46,761
======= =======
Pro forma income per common share:
Basic..................................................... $ 1.16 $ 1.07
Diluted................................................... $ 1.15 $ 1.05
(G) FOREIGN EXCHANGE ON BANK AND OTHER INDEBTEDNESS:
Under Canadian GAAP, the Company defers and amortizes foreign exchange
gains and losses on bank and other indebtedness denominated in foreign
currencies over the remaining term of the debt. Under United States GAAP,
foreign exchange gains and losses are included in income in the period in
which the exchange rate fluctuates.
(H) OTHER COMPREHENSIVE INCOME:
Statement of Financial Accounting Standards No. 130, "Reporting
Comprehensive Income" ("SFAS 130") requires that a company classify items
of other comprehensive income by their nature in a financial statement
and display the accumulated balance of other comprehensive income
separately from retained earnings and capital stock in the equity section
of the balance sheet.
The foreign currency translation adjustment in the amount of $31,295,000
(2001 -- $33,780,000) presented in shareholders' equity under Canadian
GAAP would be considered accumulated other comprehensive income under
United States GAAP. The change in the balance of $2,229,000 would be
other comprehensive income for the year (2001 -- loss of $260,000).
F-27
INTRAWEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
FOR THE YEARS ENDED JUNE 30, 2002 AND 2001
(Tabular amounts in thousands of United States dollars, unless otherwise
indicated)
(I) REAL ESTATE REVENUE RECOGNITION:
In accordance with Canadian GAAP, the Company recognizes revenue from the
sale of serviced lots after receiving a deposit and conveying title to
the purchaser. Statement of Financial Accounting Standards No. 66,
"Accounting for Sales of Real Estate" ("SFAS 66"), provides that a sale
of real estate should not be recognized unless the deposit received from
the purchaser is at least a major part of the difference between usual
loan limits and the sales value of the property. Accordingly, no revenue
and cost of sales would have been recognized under United States GAAP on
certain lot sales for the year ended June 30, 2001 where the deposit
received was less than 10% of the sales price.
(J) START-UP COSTS:
As described in note 2(f), the Company capitalizes for Canadian GAAP
purposes certain costs incurred in the start-up period of specific
operations. For United States GAAP purposes, such costs would be expensed
as incurred.
(K) DERIVATIVES AND HEDGING ACTIVITIES:
For United States GAAP purposes, the Company adopted the provisions of
SFAS 133, "Accounting for Derivative Instruments and Hedging Activities,"
as amended, effective July 1, 2000. Under this standard, derivative
instruments are initially recorded at cost with changes in fair value
recognized in income except when the derivative is identified, documented
and highly effective as a hedge, in which case the changes in fair value
are excluded from income to be recognized at the time of the underlying
transaction. The only derivative instrument outstanding at June 30, 2002
and 2001 is the interest rate swap described in note 9. As the fair value
of this swap is not materially different than its cost at both dates, no
reconciliation adjustment is required.
(L) RECENTLY ANNOUNCED ACCOUNTING PRONOUNCEMENTS
In June 2001 the Financial Accounting Standards Board ("FASB") issued
SFAS 141, "Business Combinations" ("SFAS 141") and SFAS 142, "Goodwill
and Other Intangible Assets" ("SFAS 142"). SFAS 141 requires that the
purchase method of accounting be used for all business combinations. SFAS
141 specifies criteria that intangible assets acquired in a business
combination must meet to be recognized and reported separately from
goodwill. SFAS 142 will require that goodwill and intangible assets with
indefinite useful lives no longer be amortized, but instead be tested for
impairment at least annually in accordance with the provisions of SFAS
142. SFAS 142 also requires that intangible assets with estimable useful
lives be amortized over their respective estimated useful lives to their
estimated residual values, and reviewed for impairment periodically.
The Company adopted the provisions of SFAS 141 for all business
combinations made on or after July 1, 2002, including the business
acquisition described in note 3. SFAS 142 will be adopted July 1, 2002 at
which date goodwill and intangible assets determined to have an
indefinite useful life acquired in a purchase business combination will
no longer be amortized.
Upon adoption of SFAS 142, the Company is required to evaluate its
existing intangible assets and goodwill that were acquired in purchase
business combinations, and to make any necessary reclassifications in
order to conform with the new classification criteria in SFAS 141 for
recognition separate from goodwill. The Company will be required to
reassess the useful lives and residual values of all intangible assets
acquired, and make any necessary amortization period adjustments by the
end of the first interim period after adoption. If an intangible asset is
identified as having an indefinite useful life, the Company will be
required to test the intangible asset for impairment in accordance with
the provisions of SFAS 142 within the first interim period. Impairment is
measured as the excess of carrying value over the fair value of an
intangible asset with an indefinite life. Any impairment loss will be
measured as of the date of adoption and recognized as a cumulative effect
of a change in accounting principle in 2003.
During the years ended June 30, 2002 and 2001, the Company recorded
amortization of goodwill of $3,064,000 and $2,514,000, respectively. The
Company is currently evaluating the impact of adopting SFAS 142 at July
1, 2002 including its intangible assets acquired in previous business
combinations to determine whether it holds assets having an indefinite
life and whether impairment exists under the provisions of SFAS 142.
In August 2001 the FASB issued SFAS 143, "Accounting for Asset Retirement
Obligations" ("SFAS 143"). SFAS 143 requires entities to record the fair
value of a liability for an asset retirement obligation in the period in
which it is incurred. The Company will adopt SFAS 143 on July 1, 2002.
The Company is currently evaluating the impact of adoption of this
standard on its financial condition and results of operations.
F-28
INTRAWEST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED
FOR THE YEARS ENDED JUNE 30, 2002 AND 2001
(Tabular amounts in thousands of United States dollars, unless otherwise
indicated)
In October 2001 the FASB issued SFAS 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets" ("SFAS 144"), which replaces SFAS 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of." The Company will adopt SFAS 144 on July 1,
2002. The Company does not believe that the adoption of SFAS 144 will
impact amounts reported historically for its financial condition or
results of operations.
In May 2002 the FASB issued SFAS 145, "Rescission of SFAS Nos. 4, 44, and
64, Amendment of SFAS 13, and Technical Corrections" ("SFAS 145"). Among
other things, SFAS 145 rescinds various pronouncements regarding early
extinguishment of debt and allows extraordinary accounting treatment for
early extinguishment only when the provisions of Accounting Principles
Board Opinion 30, "Reporting the Results of Operations -- Reporting the
Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions," are met. The
Company has not had early extinguishment of debt in fiscal 2002 or 2001.
In July 2002 the FASB issued SFAS 146, "Accounting for Restructuring
Costs" ("SFAS 146"). SFAS 146 applies to costs associated with an exit
activity (including restructuring) or with a disposal of long-lived
assets. Under SFAS 146, a company will record a liability for a cost
associated with an exit or disposal activity when that liability is
incurred and can be measured at fair value. SFAS 146 will require
entities to disclose information about its exit and disposal activities,
the related costs, and changes in those costs in the notes to the interim
and annual financial statements that include the period in which an exit
activity is initiated and in any subsequent period until the activity is
completed. SFAS 146 is effective prospectively for exit or disposal
activities initiated after December 31, 2002, with earlier adoption
encouraged. The Company has recognized no restructuring costs to exit
activities in fiscal 2002 or 2001.
23. SUBSEQUENT EVENT
In July 2002 the Company sold 55% of its investment in Compagnie des Alpes
for proceeds which approximate its carrying value.
F-29
UNDERTAKING
The Registrant undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission staff, and to
furnish promptly, when requested to do so by the Commission staff, information
relating to the securities in relation to which the obligation to file an annual
report on Form 40-F arises or transactions in the said securities.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies
that it meets all of the requirements for filing on Form 40-F, and has duly
caused this annual report to be signed on its behalf by the undersigned, thereto
duly authorized.
INTRAWEST CORPORATION
By: /s/ ROSS J. MEACHER
-----------------------------------
Name: Ross J. Meacher
Title: Corporate Secretary
Date: September 9, 2002
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Joe S. Houssian, certify that:
1. I have reviewed this annual report on Form 40-F of Intrawest
Corporation ("Intrawest");
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this annual report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of Intrawest as of, and for, the periods presented in this
annual report.
Dated: September 9, 2002
By: /s/ JOE S. HOUSSIAN
-----------------------------------
Name: Joe S. Houssian
Title: President and
Chief Executive Officer
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Daniel O. Jarvis, certify that:
1. I have reviewed this annual report on Form 40-F of Intrawest
Corporation ("Intrawest");
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this annual report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of Intrawest as of, and for, the periods presented in this
annual report.
Dated: September 9, 2002
By: /s/ DANIEL O. JARVIS
-----------------------------------
Name: Daniel O. Jarvis
Title: Executive Vice President
and Chief Financial
Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
23.1 Consent dated September 9, 2002 of KPMG LLP, Chartered
Accountants.