-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PJqIeUUJaueuoZpl676CrwRD8n2pySzKn2aAQpakDVc4gNPHfTeVqF3nyuR/hOEO 7TQln8AbBb52lR0pSJ5zhQ== /in/edgar/work/20000809/0000811532-00-000023/0000811532-00-000023.txt : 20000921 0000811532-00-000023.hdr.sgml : 20000921 ACCESSION NUMBER: 0000811532-00-000023 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000625 FILED AS OF DATE: 20000809 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CEDAR FAIR L P CENTRAL INDEX KEY: 0000811532 STANDARD INDUSTRIAL CLASSIFICATION: [7990 ] IRS NUMBER: 341560655 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-09444 FILM NUMBER: 689883 BUSINESS ADDRESS: STREET 1: P O BOX 5006 CITY: SANDUSKY STATE: OH ZIP: 44871 BUSINESS PHONE: 4196260830 10-Q 1 0001.txt FORM 10 - Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 25, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________. Commission file number 1-9444 CEDAR FAIR, L.P. (Exact name of Registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation or organization) 34-1560655 (I.R.S. Employer Identification No.) One Cedar Point Drive, Sandusky, Ohio 44870-5259 (Address of principal executive offices) (zip code) (419) 626-0830 (Registrant's telephone number, including area code) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 . Title of Class Depositary Units (Representing Limited Partner Interests) Units Outstanding As Of August 1, 2000 51,157,205 CEDAR FAIR, L.P. INDEX FORM 10 - Q Part I - Financial Information Item 1. Financial Statements 3-8 Item 2. Management's Discussion and 9 Analysis of Financial Condition and Results of Operations Part II - Other Information Item 6. Exhibits and Reports on Form 10 8-K Signatures 11 Index to 12 Exhibits PART I - FINANCIAL INFORMATION Item 1. - Financial Statements CEDAR FAIR, L.P. CONSOLIDATED BALANCE SHEETS (In thousands)
6/25/00 12/31/99 ASSETS Current Assets: Cash $ 10,547 $ 638 Receivables 15,730 7,457 Inventories 21,560 11,951 Prepaids 6,728 4,138 54,565 24,184 Land, Buildings, Rides and Equipment: Land 135,238 134,884 Land improvements 112,147 95,240 Buildings 230,707 207,973 Rides and equipment 456,998 391,312 Construction in progress 7,219 44,484 942,309 873,893 Less accumulated depreciation (214,018) (199,253) 728,291 674,640 Intangibles, net of amortization 9,961 10,137 $792,817 $ 708,961 LIABILITIES AND PARTNERS' EQUITY Current Liabilities: Accounts payable $ 44,272 $ 21,563 Distribution payable to partners 19,437 18,860 Short-term borrowings 57,650 - Accrued interest 3,253 2,789 Accrued taxes 25,216 20,176 Accrued salaries, wages and benefits 13,467 10,831 Self-insurance reserves 8,833 9,371 Other accrued liabilities 10,674 2,969 182,802 86,559 Other Liabilities 10,917 11,216 Long-Term Debt: Revolving credit loans 200,000 161,200 Term debt 100,000 100,000 300,000 261,200 Partners' Equity: Special L.P. interests 5,290 5,290 General partner 317 549 Limited partners, 51,573 and 51,798 units outstanding at June 25, 2000 and December 31, 1999, respectively 293,491 344,147 299,098 349,986 $792,817 $ 708,961 The accompanying Notes to Consolidated Financial Statements are an integral part of these balance sheets. CEDAR FAIR, L.P. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands except per unit data) Three months Twelve months ended ended 6/25/00 6/27/99 6/25/00 6/27/99 Net revenues: Admissions $62,682 $60,253 $218,597 $218,527 Food, merchandise and games 55,909 54,569 184,248 181,900 Accommodations and other 10,913 9,381 37,808 27,917 129,504 124,203 440,653 428,344 Costs and expenses: Cost of products sold 14,671 14,392 49,136 48,973 Operating expenses 57,851 54,542 191,929 180,779 Selling, general and 16,371 14,962 51,713 49,994 administrative Depreciation and 11,831 12,048 34,825 34,373 amortization 100,724 95,944 327,603 314,119 Operating income 28,780 28,259 113,050 114,225 Interest expense 5,710 4,486 17,162 14,597 Income before taxes 23,070 23,773 95,888 99,628 Provision for taxes 4,427 4,534 15,401 15,065 Net income 18,643 19,239 80,487 84,563 Net income allocated to 93 96 402 423 general partner Net income allocated to $18,550 $19,143 $80,085 $84,140 limited partners Earnings per limited partner unit: Weighted average limited partner units 51,573 51,940 51,769 51,530 outstanding - basic Net income per limited $ .36 $ .37 $1.55 $ 1.63 partner unit - basic Weighted average limited partner units 52,053 52,381 52,250 52,375 outstanding - diluted Net income per limited $ .36 $ .37 $1.53 $ 1.61 partner unit - diluted The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. CEDAR FAIR, L.P. CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (In thousands) Special General Limited Total L.P. Partner's Partners' Partners' Interests Equity Equity Equity Balance at December $ 5,290 $ 549 $344,147 $349,986 31, 1999 Units Repurchased - - (4,105) (4,105) Allocation of net - (133) (26,419) (26,552) loss Distribution - (96) (19,341) (19,437) declared ($.375 per limited partner unit) Balance at March 26, 5,290 320 294,282 299,892 2000 Allocation of net - 93 18,550 18,643 income Distribution - (96) (19,341) (19,437) declared ($.375 per limited partner unit) Balance at June 25, $ 5,290 $ 317 $293,491 $299,098 2000 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements. CEDAR FAIR, L.P. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Three months Twelve months ended ended 6/25/00 6/27/99 6/25/00 6/27/99 CASH FLOWS FROM (FOR) OPERATING ACTIVITIES Net income $18,643 $19,239 $80,487 $84,563 Adjustments to reconcile net income to net cash from operating activities Depreciation and amortization 11,831 12,048 34,825 34,373 Change in assets and liabilities, net of effects from acquisitions: (Increase) in inventories (4,019) (3,693) (1,649) (1,263) (Increase) decrease in current (14,355) (14,378) 57 (1,896) and other assets Increase in accounts payable 15,502 12,911 3,992 3,114 Increase (decrease) in accrued 3,730 (3,838) 8,879 7,023 taxes Increase in self-insurance 58 392 106 1,432 reserves Increase (decrease) in other 13,104 12,314 2,250 (3,803) current liabilities Increase (decrease) in other (100) (465) (388) 321 liabilities Net cash from operating 44,394 34,530 128,559 123,864 activities CASH FLOWS FROM (FOR) INVESTING ACTIVITIES Capital expenditures (40,260) (18,567) (113,336) (62,743) Acquisition of the Buena Park Hotel: Land, buildings, and equipment - - - (17,230) acquired Working capital acquired - - - (206) Acquisition of White Water Canyon: Land, buildings, rides and - - (11,796) - equipment acquired Negative working capital - - 227 - assumed Net cash (for) investing (40,260) (18,567) (124,905) (80,179) activities CASH FLOWS FROM (FOR) FINANCING ACTIVITIES Net borrowings on revolving 23,300 10,400 67,981 11,364 credit loans Distributions paid to partners (19,437) (18,285) (75,518) (69,086) Repurchase of limited - - (7,548) - partnership units Acquisition of the Buena Park Hotel: Borrowings on revolving credit - - - 17,436 loans Acquisition of White Water Canyon: Borrowings on revolving credit - - 11,569 - loans Acquisition of Knott's Berry Farm: Redemption of limited - - - (2,940) partnership units Net cash from (for) financing 3,863 (7,885) (3,516) (43,226) activities CASH Net increase for the period 7,997 8,078 138 459 Balance, beginning of period 2,550 2,331 10,409 9,950 Balance, end of period $10,547 $10,409 $10,547 $ 10,409 SUPPLEMENTAL INFORMATION Cash payments for interest expense $3,556 $2,419 $17,284 $15,321 Interest capitalized 745 - 2,025 - Cash payments for income taxes 870 7,608 7,838 7,608 Reduction of final purchase - - - 3,506 price of Knott's Berry Farm The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
CEDAR FAIR, L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE QUARTERS ENDED JUNE 25, 2000 AND JUNE 27, 1999 The accompanying consolidated financial statements have been prepared from the financial records of Cedar Fair, L.P. (the Partnership) without audit and reflect all adjustments which are, in the opinion of management, necessary to fairly present the results of the interim periods covered in this report. Due to the highly seasonal nature of the Partnership's amusement park operations, the results for any interim period are not indicative of the results to be expected for the full fiscal year. Accordingly, the Partnership has elected to present financial information regarding operations for the preceding twelve month periods ended June 25, 2000 and June 27, 1999 to accompany the quarterly results. Because amounts for the 12 months ended June 25, 2000 include actual 1999 peak season operating results, they may not be indicative of 2000 full calendar year operations. (1) Significant Accounting and Reporting Policies: The Partnership's consolidated financial statements for the quarters ended June 25, 2000 and June 27, 1999 included in this Form 10-Q report have been prepared in accordance with the accounting policies described in the Notes to Consolidated Financial Statements for the year ended December 31, 1999, which were included in the Form 10-K filed on March 30, 2000. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. These financial statements should be read in conjunction with the financial statements and the notes thereto included in the Form 10-K referred to above. (2) Interim Reporting: The Partnership owns and operates five amusement parks: Cedar Point in Sandusky, Ohio; Knott's Berry Farm located near Los Angeles in Buena Park, California; Dorney Park & Wildwater Kingdom near Allentown, Pennsylvania; Valleyfair in Shakopee, Minnesota; and Worlds of Fun / Oceans of Fun in Kansas City, Missouri. The Partnership also owns and operates four seasonal water parks in Sandusky, Ohio; Buena Park, California; Chula Vista, California, near San Diego; and Kansas City, Missouri, and operates Knott's Camp Snoopy at the Mall of America in Bloomington, under a management contract. Virtually all of the Partnership's revenues from its four seasonal amusement parks, as well as its four water parks, are realized during a 130-day operating period beginning in early May, with the major portion concentrated in the third quarter during the peak vacation months of July and August. Knott's Berry Farm is open year-round but also operates at its highest level of attendance during the third quarter of the year. To assure that these highly seasonal operations will not result in misleading comparisons of current and subsequent interim periods, the Partnership has adopted the following reporting procedures for its seasonal parks: (a) depreciation, advertising and certain seasonal operating costs are expensed ratably during the operating season, including certain costs incurred prior to the season which are amortized over the season and (b) all other costs are expensed as incurred or ratably over the entire year. (3) Acquisitions: As discussed in Note (7) in the 1999 Annual Report to unitholders, on December 7, 1999, the Partnership acquired White Water Canyon, a water park located near San Diego in Chula Vista, California, for a cash purchase price of $11.6 million. The purchase price has been allocated to assets and liabilities acquired based on their relative fair values at the date of acquisition. White Water Canyon's assets, liabilities and non-operating period expenses since December 7, 1999 are included in the accompanying consolidated financial statements. On February 19, 1999, the Partnership acquired the 320-room Buena Park Hotel, which is located adjacent to Knott's Berry Farm in Buena Park, California. The purchase price of $17.4 million has been allocated to the assets and liabilities acquired based on their relative fair values at the date of acquisition. The hotel's assets, liabilities and results of operations since February 19, 1999 are included in the accompanying consolidated financial statements. (4) Provision for Taxes: Beginning in 1998, the Partnership is subject to a new federal tax of 3.5% of its gross income (net revenues less cost of products sold) plus an additional 1% state tax on California-source gross income. (5) Earnings per Unit: Net income per limited partner unit is calculated based on the following unit amounts:
Three months ended Twelve months ended 6/25/00 6/27/99 6/25/00 6/27/99 (in thousands except per unit data) Basic weighted average 51,573 51,940 51,769 51,530 units outstanding Effect of dilutive units: Deferred units 480 401 461 384 Contingent units - - 40 20 461 Knott's acquisition Diluted weighted average 52,053 52,381 52,250 52,375 units outstanding Net income per unit - basic $ .36 $ .37 $ 1.55 $ 1.63 Net income per unit - diluted $.36 $.37 $ 1.53 $ 1.61
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations: Net revenues for the quarter ended June 25, 2000, increased 4% to $129.5 million from $124.2 million for the quarter ended June 27, 1999, and earnings before interest, taxes, depreciation and amortization (EBITDA) increased 1% to $40.6 million from $40.3 million for the same period last year. Operating income for the period increased slightly to $28.8 million from $28.3 million, and net income, after a significant rise in interest expense, decreased 3% to $18.6 million, or $.36 per limited partner unit (diluted), from $19.2 million, or $.37 per unit, in 1999. The increase in interest expense for the quarter was primarily the result of higher interest rates, as well as increased borrowings from the 1999 acquisitions of a hotel and water park in California and significant capital expenditures at several parks for the 2000 season. All other costs as a percent of revenues have remained relatively level between years. At our five amusement parks, we achieved a 5% increase in in-park guest per capita spending for the quarter, offset slightly by a 1% decrease in combined early-season attendance. Meanwhile, early-season water park attendance was up strongly due to our two new California water parks. Early-season attendance at the Partnership's four seasonal amusement parks has been below expectations due in part to cool and rainy weather, and attendance at these parks has generally remained below expected levels as the season has progressed. While guest response to the new rides and attractions we introduced for the 2000 season has been excellent, including Millennium Force at Cedar Point which has received the highest guest-satisfaction ratings of any new ride we have ever introduced, we have not yet seen the expected impact on attendance. Included in costs and expenses are approximately $1,711,000 of incentive fees payable to the general partner relating to the 2000 second quarter distribution, which exceeds the minimum distribution as defined in the partnership agreement by 18.25 cents per unit, or $9,459,000 in the aggregate. This compares to $1,536,000 of incentive fees in the second quarter of 1999. A special meeting of the limited partners has been called on August 25, 2000 to seek approval of a plan to revise the Partnership's general partner fee and executive compensation systems. The effect of this plan, if approved, will be significant in the period it is implemented and in subsequent reporting periods. Financial Condition: The Partnership has available through April 2002 a $200 million revolving credit facility and an additional $90 million revolving credit facility is available through November 2000. Borrowings under these credit facilities were $257.65 million as of June 25, 2000. Current assets and liabilities are at normal seasonal levels at June 25, 2000, and the negative working capital ratio of 3.4 is the result of the Partnership's highly seasonal business and careful management of cash flow. Seasonal cash flow and available credit facilities are expected to be adequate to fund seasonal working capital needs, planned capital expenditures and regular quarterly distributions to partners through the end of 2000. The Partnership expects to arrange appropriate revolving credit facilities sufficient to fund any additional seasonal cash requirements beyond the current year. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K Exhibits: (a) Exhibit (20) - 2000 Second Quarter Press Release (b) Reports on Form 8-K: None. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CEDAR FAIR, L.P. (Registrant) By Cedar Fair Management Company General Partner Date: August 9, 2000 Bruce A. Jackson Bruce A. Jackson Corporate Vice President - Finance (Chief Financial Officer) Charles M. Paul Charles M. Paul Corporate Controller (Chief Accounting Officer) INDEX TO EXHIBITS Page Number Exhibit (20) 2000 Second Quarter Press Release. 13 EX-20 2 0002.txt Cedar Fair, L.P. Press Release One Cedar Point Drive Sandusky, Ohio 44870-5259 To Our Unitholders: The following press release, which was distributed to the financial news media on August 4, 2000, is also being sent directly to our unitholders so that you may have the benefit of the complete text. Richard L. Kinzel, President and Chief Executive Officer Cedar Fair, L.P. Announces Increased Revenues and EBITDA for the Second Quarter of 2000 SANDUSKY, OHIO, August 4, 2000 -- Cedar Fair, L.P. (NYSE: FUN), a publicly traded partnership which owns and operates five amusement parks and four water parks, today announced a 4% increase in revenues and a 1% increase in earnings before interest, taxes, depreciation and amortization (EBITDA) for the second quarter of 2000. Net revenues for the quarter ended June 25, 2000, increased 4% to $129.5 million from $124.2 million in 1999, and EBITDA increased 1% to $40.6 million from $40.3 million for the same period last year. Operating income for the quarter increased slightly to $28.8 million from $28.3 million, and net income, after a significant rise in interest expense, decreased 3% to $18.6 million, or $.36 per limited partner unit, from $19.2 million, or $.37 per unit, in 1999. Richard L. Kinzel, president and chief executive officer, explained that the increase in interest expense for the quarter was primarily the result of higher interest rates, as well as increased borrowings from the 1999 acquisitions of a hotel and water park in California and significant capital expenditures at several parks for the 2000 season. All other costs as a percent of revenues have remained relatively level between years. "At our five amusement parks, we achieved a 5% increase in in-park guest per capita spending for the quarter, offset slightly by a 1% decrease in combined early-season attendance," said Kinzel. "Meanwhile, early-season water park attendance was up strongly due to our two new California water parks." Kinzel continued by explaining that early-season attendance at the Partnership's four seasonal amusement parks has been below expectations due in part to cool and rainy weather, and that attendance at these parks has generally remained below expected levels as the season has progressed. "Guest response to the new rides and attractions we introduced for the 2000 season has been excellent, including Millennium Force at Cedar Point which has received the highest guest-satisfaction ratings of any new ride we have ever introduced," he said. "However, we have not yet seen the expected impact on attendance." "On a positive note," continued Kinzel, "guest per capita spending at each of our parks has been very strong, up 6% through the first six months of the year, and attendance at Knott's Berry Farm is meeting our expectations. In addition, we are pleased with our two new water parks in California, which are being received very well by their local markets." Kinzel concluded by noting that virtually all of Cedar Fair's revenues from its four seasonal amusement parks, as well as its four water parks, are realized during a 130-day operating period beginning in early May, with the major portion concentrated in the peak vacation months of July and August. The Partnership's fifth park, Knott's Berry Farm, is open year-round but also operates at its highest level of attendance in the third quarter of the year. Cedar Fair's five amusement parks are Cedar Point, located on Lake Erie between Cleveland and Toledo; Knott's Berry Farm near Los Angeles in Buena Park, California; Dorney Park & Wildwater Kingdom near Allentown, Pennsylvania; Valleyfair near Minneapolis/St. Paul; and Worlds of Fun/Oceans of Fun, located in Kansas City, Missouri. The Partnership's water parks are located in Sandusky, Ohio; Kansas City, Missouri; Chula Vista, California, near San Diego; and Buena Park, California. Cedar Fair also operates Knott's Camp Snoopy at the Mall of America in Bloomington, Minnesota under a management contract. The information contained in this news release, other than historical information, consists of forward-looking statements. These statements may involve risks and uncertainties that could cause actual results to differ materially from those described in such statements. Although the Partnership believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Important factors, including general economic conditions, competition for consumer spending, adverse weather conditions, unanticipated construction delays, and other factors could cause actual results to differ materially from the Partnership's expectations. Cedar Fair, L.P. SUMMARY STATEMENTS OF OPERATIONS (unaudited)
Three Months Six Months Ended Twelve Months Ended Ended (In thousands 06/25/00 06/27/99 06/25/00 06/27/99 06/25/00 06/27/99 except per unit) Net Revenues $129,504 $124,203 $150,052 $147,400 $440,653 $428,344 Operating costs 88,893 83,896 127,876 121,262 292,778 279,746 and expenses Depreciation and 11,831 12,048 15,080 15,337 34,825 34,373 amortization Operating income 28,780 28,259 7,096 10,801 113,050 114,225 Interest expense 5,710 4,486 9,810 8,019 17,162 14,597 Provision for taxe 4,427 4,534 5,195 5,374 15,401 15,065 Net income $18,643 $19,239 $(7,909) $(2,592) $80,487 $84,563 Per limited partner unit: Net income - $.36 $.37 $(.15) $(.05) $1.53 $1.61 diluted Cash $.375 $.35 $.75 $.70 $1.45 $1.35 distributions declared Weighted average units outstanding - 52,053 52,381 52,090 52,383 52,250 52,375 diluted
Mr. Kinzel will host a conference call with analysts at 11:00 a.m. Eastern Time on Friday, August 4, 2000, which will be webcast live in "listen-only" mode via the Cedar Fair web site (www.cedarfair.com). It will also be available for replay starting at 2:00 p.m. ET, Friday, August 4, 2000 until midnight ET, Friday, August 11, 2000. To access the replay of the earnings call please dial 888-266-2081 followed by the access code 4444301. This press release and prior releases are available on the Cedar Fair, L.P. website at www.cedarfair.com. EX-27 3 0003.txt
5 3-MOS DEC-31-2000 JUN-25-2000 10547 0 15730 0 21560 54565 942309 214018 792817 182802 0 0 0 293808 5290 792817 129504 129504 14671 100724 0 0 5710 23070 4427 18643 0 0 0 18643 .36 .36
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