<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
-----------------------------
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) November 19, 1996
------------------------------
PREMIER PARKS INC.
- ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-9789 73-613774
- ------------------------------------------------------------------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
11501 Northeast Expressway, Oklahoma City, Oklahoma 63131
- ------------------------------------------------------------------------------
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code (405) 475-2500
----------------------------
- ------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 2. Acquisition or Disposition of Assets
On November 19, 1996, Premier Parks Inc. (the "Company") acquired
substantially all of the assets of FRE, Inc. (Family Recreational
Enterprises, Inc.) ("FRE") and Concord Entertainment Company ("Concord") used
in the operation of two water parks, each called Waterworld USA, located in
Sacramento, California and Concord, California, and a family entertainment
center called Paradise Island, located in Sacramento, California, for an
aggregate purchase price of $17,250,000 in cash (the "Purchase Price"),
pursuant to an Asset Purchase Agreement, dated October 10, 1996, by and among
the Company, a wholly-owned subsidiary of the Company, FRE and the
shareholders thereof and an Asset Purchase Agreement, dated October 10, 1996,
by and among the Company, a wholly-owned subsidiary of the Company, Concord,
FRE, R&B Entertainment, LLC ("R&B") and the shareholders of FRE and the
members of R&B.
The Company funded the Purchase Price from cash from operations and a
portion of the net proceeds received by the Company from its public offering
of Common Stock in June 1996.
Approximately $862,500 of the Purchase Price was placed in escrow for a
period of 18 months to fund indemnification claims made by the Company. To
the extent such claims exceed such escrow funds, the Company has
indemnification rights against FRE, Concord, the shareholders of FRE, R&B and
the members of R&B, not to exceed approximately $4.3 million in the aggregate.
-2-
<PAGE>
ITEM 7. Financial Statements and Exhibits
(a) Financial Statements of FRE at December 31, 1995 and for the three
years then ended and at September 30, 1996 and the nine-month period then
ended - incorporated by reference to the financial statements of FRE included
in the Registrant's Registration Statement on Form S-2 (Reg No. 333-16573)
(the "Registration Statement").
(b) Financial Statements of Concord at December 31, 1995 and for the
year then ended and at September 30, 1996, and the nine-month period then
ended - incorporated by reference to the financial statements of Concord
included in the Registration Statement.
(c) The following documents are filed herewith as exhibits to this Form
8-K/A:
10(a) Asset Purchase Agreement, dated as of October 10, 1996,
among the Registrant, a subsidiary of the Registrant, FRE, Inc. (Family
Recreational Enterprises, Inc.) ("FRE") and the shareholders of FRE listed on
the signature page thereof -incorporated by reference from Exhibit 10(r) to
the Registration Statement.
(b) Asset Purchase Agreement, dated as of October 10, 1996, among
the Registrant, a subsidiary of the Registrant, Concord Entertainment
Company, FRE, R&B Entertainment, LLC, the shareholders of FRE listed on the
signature page thereof and the members of R&B listed on the signature page
thereof -incorporated by reference from Exhibit 10(s) to the Registration
Statement.
(c) Pro Forma financial statements at December 31, 1995 and for
the year then ended and at September 30, 1996 and the nine-month period then
ended.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: December 26, 1996
PREMIER PARKS INC.
By:/s/ Kieran E. Burke
------------------------------------------
Kieran E. Burke
Chairman of the Board and
Chief Executive Officer
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<PAGE>
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
The following unaudited pro forma combined financial statements (the
"Pro Forma Financial Statements") of the Company are based upon and should be
read in conjunction with the historical financial statements of Premier Parks
Inc. ("Premier"), Funtime Parks, Inc. ("Funtime"), Elitch Gardens Company
("Elitch Gardens") and FRE, Inc.(Family Recreational Enterprises, Inc.)
("FRE") and Concord Entertainment Company ("Concord" and together with FRE,
"Waterworld"), all of which are incorporated by reference. The Unaudited Pro
Forma Combined Statement of Operations for the year ended December 31, 1995
gives effect to acquisitions of Funtime, Elitch Gardens and Waterworld and
the related financings as if they had occurred on January 1, 1995. The
Unaudited Pro Forma Combined Statement of Operations for the nine months
ended September 30, 1996 gives effect to the acquisitions of Elitch Gardens
and Waterworld and the related financings as if they had occurred on January
1, 1996.
The Unaudited Pro Forma Combined Balance Sheet is presented as if the
acquisitions of Elitch Gardens and Waterworld occurred on September 30, 1996.
The acquisitions have been accounted for using the purchase method of
accounting. Allocations of the purchase price have been determined based
upon estimates of fair value.
The Pro Forma Financial Statements are for informational purposes only,
have been prepared based on estimates and assumptions deemed by the Company
to be appropriate and do not purport to be indicative of the financial
position or results of operations which would actually have been attained if
the acquisitions had occurred as presented in such statements or which may be
achieved in the future.
-5-
<PAGE>
Premier Parks Inc.
Unaudited Pro Forma Combined Statement of Operations
Year Ended December 31, 1995
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Historical Historical
Funtime Funtime Historical
Six months Forty-three Combined
Historical ended days ended (Premier and Historical Historical Combined Pro Forma Company
Premier July 2, 1995 August 14, 1995 Funtime) Elitch Gardens Waterworld Company Adjustments Pro Forma
(3)
------- ------------ ---------------- -------- -------------- ---------- ------- ----------- ---------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)(Unaudited) (Unaudited)
(In thousands, except for share and per share data)
Revenue:
Theme park
admissions $21,863 $6,195 $9,680 $37,738 $12,824 $7,017 $57,579 $ -- $57,529
Theme park food,
merchandise and
other 19,633 8,958 13,450 42,041 7,015 4,586 53,642 360 (4) 54,002
------- ------ ------ ------- ------- ------ ------- ------- -------
Total revenue 41,496 15,153 23,130 79,779 19,839 11,603 111,221 360 111,581
------- ------ ------ ------- ------- ------ ------- ------ -------
------- ------ ------ ------- ------- ------ ------- ------ -------
Operating costs
and expenses:
Operating expenses 19,775 10,537 6,039 36,351 8,373 3,558 48,282 (2,001)(5) 46,281
Selling, general and
administrative 9,272 3,459 2,533 15,264 9,289 2,328 26,881 (4,982)(6) 21,899
Costs of products sold 4,635 2,083 2,953 9,671 2,684 1,203 13,558 (182)(7) 13,376
Depreciation and
amortization 3,866 3,316 829 8,011 1,550 1,018 10,579 (621)(8) 9,958
------ ------ ------ ------ ------ ------ ------ ------ -------
Total 37,548 19,395 12,354 69,297 21,896 8,107 99,300 (7,786) 91,514
------ ------ ------ ------ ------ ------ ------ ------ -------
------ ------ ------ ------ ------ ------ ------ ------ -------
Income (loss) from
operations 3,948 (4,242) 10,776 10,482 (2,057) 3,496 11,921 8,146 20,067
Other income
(expense):
Interest expense,
net (5,578) (2,741) (321) (8,640) (2,041) (546) (11,227) (3,237)(9)(14,464)
Other income
(expense) (177) 4 (4) (177) (157) 183 (151) (183)(10) (334)
------- ------- ------- ------- ------- ----- -------- ------ -------
Total (5,755) (2,737) (325) (8,817) (2,198) (363) (11,378) (3,420) (14,798)
Income (loss) before
income taxes (1,807) (6,979) 10,451 1,665 (4,255) 3,133 543 4,726 5,269
Income tax expense
(benefit) (762) (2,722) 4,076 592 92 684 1,639(11) 2,323
------- ------- ------- ------- ------- ----- -------- ------ --------
Income (loss) before
extraordinary loss $(1,045) $(4,257) $6,375 $1,073 $(4,255) $3,041 (141) $3,087(12) 2,946
-------- -------- ------ ------ -------- ------- -------- ------ -------
-------- -------- ------ ------ -------- ------- -------- ------ -------
Income (loss) before
extraordinary loss
applicable to common
stock $(1,574) $(4,257) $6,375 $544 $(4,255) $3,041 (670) $3,616(12) $2,946
-------- -------- ------ ---- -------- ------ ----- ------ -------
-------- -------- ------ ---- -------- ------ ----- ------ -------
Income (loss) per
common share $(.40) (13) (13) (13) (13) (13) (13) $0.26
------ -----
Weighted average
shares 3,938,000 (13) (13) (13) (13) (13) (13) 11,221,000
---------
---------
</TABLE>
See accompanying notes to unaudited pro forma combined statement of operations.
-6-
<PAGE>
PREMIER PARKS INC.
NOTES TO UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 1995
BASIS OF PRESENTATION
The accompanying unaudited pro forma combined statement of operations
for the year ended December 31, 1995, has been prepared based upon certain
pro forma adjustments to historical financial information of the Company,
Funtime, Elitch Gardens and Waterworld. The Company's acquisitions of the
operating assets of Elitch Gardens and Waterworld occurred on October 31,
1996 and November 19, 1996, respectively. The Company acquired Funtime in
August 1995.
The unaudited pro forma combined statement of operations for the year
ended December 31, 1995, has been prepared assuming the acquisitions of
Elitch Gardens and Waterworld and the related financings occurred January 1,
1995. The unaudited pro forma combined statement of operations should be
read in conjunction with the financial statements of the Company, Funtime,
Elitch Gardens and Waterworld and notes thereto incorporated by reference.
The pro forma weighted average of shares used to calculate pro forma
income per share is based on the actual weighted average number of shares
outstanding during 1995, adjusted to give effect to shares of Common Stock
issued in the Preferred Stock Conversion in June 1996 and upon conversion of
subordinated notes (August 1995) and adjusted to give effect to the issuance
of 3,938,000 shares of Common Stock in June 1996 pursuant to the Company's
public offering (the "Public Offering"), a portion of the proceeds of which
were utilized to make the acquisitions.
PRO FORMA ADJUSTMENTS
(1) See Funtime's Consolidated Financial Statements incorporated by reference.
(2) Represents the results of Funtime from the end of the first six months of
1995 through August 14, 1995, the day prior to the Funtime Acquisition.
(3) The amounts for Waterworld are the combined amounts of revenues and
expenses of FRE and Concord with elimination of the 50% interest of Concord
owned by FRE.
(4) Other revenue adjustments reflect the following:
Effects of new contractual arrangement for Funtime's Darien Lake's
20,000 seat Amphitheater............................................ $395
Elimination of operations of Funtime-Famous Recipe restaurants
which the Company closed........................................... (360)
Change in concessionaire arrangements at the Funtime parks........... 325
------
$ 360
------
------
(5) Operating expense adjustments reflect the following:
Elimination of operations of Funtime-Famous Recipe
restaurants which the Company closed.................................. $239
Reduction of Funtime operating expenses related to insurance and
leasing.............................................................. 672
Reduction of Elitch Gardens operating expenses related
to park staffing levels and lease expenses.......................... 1,090
------
$2,001
------
------
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<PAGE>
(6) Selling, general and administrative expense adjustments reflect the
following:
Elimination of duplicative corporate personnel costs and
corporate expense at the Funtime parks............................. $1,175
Elimination of duplicative corporate personnel costs and
corporate expenses at Elitch Gardens as follows:
Corporate and full time personnel costs.................... $1,520
Pre-opening marketing costs................................ 847
Insurance and entertainment costs.......................... 725
Professional fees.......................................... 492
Rental expense............................................. 111
-------
3,695
Elimination of duplicative corporate personnel costs and
corporate expenses at Waterworld.................................... 112
------
Elimination of duplicative corporate personnel costs
and corporate expenses at Waterworld................................ $4,982
------
(7) Adjustment reflects the elimination of operations of Funtime-Famous Recipe
restaurants which the Company closed.
(8) Adjustment reflects the effects of eliminating historical depreciation
($6,713) of the acquired parks, the pro forma depreciation of $5,912 on
the Funtime property and equipment and the property and equipment of Elitch
Gardens and Waterworld and the pro forma amortization of $180 on the $4,500
costs in excess of fair value. Depreciation is based on estimated lives of
15 to 25 years. Intangible assets are amortized over 25 years.
(9) Adjustment reflects the increase in interest expense as if the acquisitions
of Funtime, Elitch Gardens and Waterworld and the related financings had
been consummated on January 1, 1995. Approximately $1,848 of secured
indebtedness of Premier was not refinanced with the proceeds of the
Company's 12% Senior Notes due 2003 issued in August 1995 (the Existing
Notes). Additionally, as a component of the financing transactions,
obligations of $3,259 were recognized as a result of modifications of
certain lease agreements resulting in their reclassification as capital
leases. Other than the proceeds of the Company's $85 million term loan
facility (the Term Loan Facility), the funding of the acquisitions of
Elitch Gardens and Waterworld is from the proceeds of the Company's June
1996 Public Offering and cash from operations. Issuance costs associated
with the Existing Notes and the Term Loan Facility are being amortized over
their respective eight and five year terms. The components of the
adjustment are as follows:
Interest expense on the Existing Notes issued in August 1995 -
January 1, 1995 to August 14, 1995................................ $6,750
Interest expense on the Term Loan Facility......................... 2,950
Amortization of costs associated with issuance of the Existing
Notes.................................................................383
Amortization of costs associates with the Term Loan Facility...........415
Elimination of historical interest expense - Premier................(1,689)
Elimination of historical interest expense - Funtime................(3,062)
Elimination of historical interest expense - Elitch Gardens and
Waterworld.........................................................(2,587)
Interest relating to reclassified capital leases.................... 77
-------
$3,237
-------
-------
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<PAGE>
(10) Adjustment reflects the elimination of a development fee recognized by one
of the Waterworld parks for developing the other Waterworld park.
(11) Adjustment reflects the application of income taxes at a rate of 40% to the
pro forma adjustments and to the acquired operations that were not
previously directly subject to income taxation and after consideration of
permanent differences.
(12) Adjustment reflects the aggregate pro forma adjustments to income (loss)
before extraordinary loss and the elimination of $529 of accumulated, but
unpaid, preferred stock dividends as a result of the Preferred Stock
Conversion in June 1996.
(13) Income (loss) per common share and weighted average share data are not
presented for Funtime, Elitch Gardens and Waterworld as the information is
not meaningful.
(14) The calculation of pro forma weighted average shares outstanding for the
year ended December 31, 1995 is as follows:
Weighted average shares of Common Stock outstanding.............. 3,938,000
Common Stock issued as a result of the conversion of the
Company's subordinated notes, presumed outstanding
on January 1, 1995............................................... 920,000
Preferred Stock Conversion into Common Stock,
as if issued and converted on January 1, 1995................... 2,424,000
Common Stock issued in the June 1996 Public Offering,
a portion of the proceeds of which were used to make
the acquisitions of Elitch Gardens and Waterworld............... 3,939,000
---------
11,221,000
----------
----------
-9-
<PAGE>
PREMIER PARKS INC.
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 1996
(IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Historical Historical Historical Combined Pro Forma Company
Premier Elitch Gardens Waterworld(1) Company Adjustments Pro Forma
------- -------------- ------------- ------- ----------- ---------
Revenue
Theme park
admissions............. $38,970 $10,631 $7,228 $56,829 $ $56,829
Theme park food,
merchandise and other.. 50,822 8,875 4,425 64,122 - 64,122
------ ------ ----- ------ ------ ------
Total revenue......... 89,792 19,506 11,653 120,951 - 120,951
------ ------ ------ ------- ------ -------
------ ------ ------ ------- ------ -------
Operating costs
and expenses:
Operating expenses...... 32,897 8,579 3,941 45,417 (350)(2) 43,692
Selling, general (1,375)(3)
and administrative..... 15,363 6,216 2,482 24,061 (2,158)(4) 21,903
Costs of products
sold................... 10,685 3,287 1,223 15,195 - 15,195
Depreciation and
amortization........... 5,599 10,291 1,075 16,965 (8,624) 8,341
----- ------ ----- ------ ------ -----
Total................. 64,544 28,373 8,721 101,638 (12,507) 89,131
------ ------ ----- ------- -------- ------
------ ------ ----- ------- -------- ------
Income (loss) from
operations............. 25,248 (8,867) 2,932 19,313 12,507 31,820
Other income
(expense):
Interest expense,
net.................... (7,657) (3,193) (446) (11,296) 1,115(6) (10,181)
Other income
(expense).............. (59) (284) (343) 125(7) (218)
---- ----- ---- ----- --- ----
Total................. (7,716) (3,477) (446) (11,639) 1,240 (10,399)
------- ------- ----- -------- ----- --------
------- ------- ----- -------- ----- --------
Income (loss) before
income taxes........... 17,532 (12,344) 2,486 7,674 13,747 21,421
Income tax expense...... 7,020 163 7,183 1,547 8,730
----- --------- ----- ----- ------ ------
Net income (loss)....... $10,512 $(12,344) $2,323 $ 491 $12,200 $12,691
------- --------- ------- ------ ------- -------
------- --------- ------- ------ ------- -------
Net income (loss)
applicable to common
stock.................. $9,909 $(12,344) $2,323 $ (112) $12,803(9) $12,691
------ --------- ------ -------- ------- -------
------ --------- ------ -------- ------- -------
Net income per
common share........... $1.24 (10) (10) (10) $ 1.09
-------
-------
Weighted average
shares............... 7,979,000 (10) (10) (10) 11,660,000(11)
----------
----------
</TABLE>
See accompanying notes to unaudited pro forma combined statement of operations.
-10-
<PAGE>
PREMIER PARKS INC.
NOTES TO UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 1996
BASIS OF PRESENTATION
The accompanying pro forma combined statement of operations for the nine
months ended September 30, 1996 has been prepared based upon certain pro
forma adjustments to historical financial information of the Company, Elitch
Gardens and Waterworld. The Company's acquisitions of the operating assets
of Elitch Gardens and Waterworld on October 31, 1996, November 19, 1996,
respectively. The Company acquired Funtime in 1995.
The unaudited pro forma combined statement of operations for the nine
months ended September 30, 1996 has been prepared assuming the acquisitions
of Elitch Gardens and Waterworld and the related financings occurred on
January 1, 1996. The operations of Funtime are included in the Company's
operations for 1996 since the acquisition of Funtime occurred in 1995. The
unaudited pro forma combined statement of operations should be read in
conjunction with the financial statements of the Company, Elitch Gardens and
Waterworld, and notes thereto incorporated by reference.
The pro forma weighted average number of common shares used to calculate
pro forma income per share is based on the actual weighted average number of
shares outstanding during the nine months ended September 30, 1996, adjusted
to give effect to shares issued in the Preferred Stock Conversion (June 1996)
and the issuance of 3,938,000 shares in June 1996 pursuant to the Public
Offering, a portion of the proceeds of which were utilized to make the
acquisitions of Elitch Gardens and Waterworld.
PRO FORMA ADJUSTMENTS
(1) The amounts for Waterworld are the combined amounts of
revenues and expenses of FRE and Concord with elimination of
the 50% interest of Concord owned by FRE.
(2) Adjustment reflects the change in food concessionaire
arrangements at Elitch Gardens.
(3) Adjustments reflect the reduction of Elitch Gardens
operating expenses related to park staffing levels ($1,000)
and entertainment contracts ($375).
(4) Selling, general and administrative expense adjustments
reflect the following:
Elimination of duplicative corporate personnel costs and
corporate expenses at Elitch Gardens as follows:
Corporate and full-time personnel costs....................$1,140
Insurance expense.......................................... 375
Professional fees.......................................... 466
Rental expense............................................. 89
-------
2,070
Elimination of duplicative corporate personnel costs and
corporate expenses at Waterworld............................... 88
------
$2,158
------
------
-11-
<PAGE>
(5) Adjustment reflects the effects of eliminating historical
depreciation ($3,366) and impairment provision ($8,000)
recognized by one of the acquired parks, the pro forma
depreciation of $2,607 on the property and equipment of
Elitch Gardens and Waterworld, and the pro forma
amortization of $135 on the $4,500 costs in excess of fair
value. Depreciation is based on estimated lives of 15 to 25
years. Intangible assets are amortized over 25 years.
(6) Adjustment reflects the decrease in interest expense as if
the acquisitions of Elitch Gardens and Waterworld, and
related borrowings under the Term Loan Facility had been
consummated on January 1, 1996. Other than the proceeds of
the Term Loan Facility, the funding of the acquisitions of
Elitch Gardens and Waterworld is assumed to be from the
proceeds of the June 1996 Public Offering and cash from
operations. Issuance costs associated with the Existing
Notes and the Term Loan Facility are being amortized over
the respective eight and five year terms. The components of
the adjustment are as follows:
Interest expense on the Term Loan Facility..........................$2,213
Amortization of costs associated with Term Loan Facility...............311
Elimination of historical interest expense - Elitch Gardens
and Waterworld......................................................(3,639)
-------
$(1,115)
--------
--------
(7) Adjustment reflects the elimination of food service
management fee at Elitch Gardens.
(8) Adjustment reflects the application of income taxes at a
rate of 40% to the pro forma adjustments and to the acquired
operations that were not previously directly subject to
income taxation and after consideration of permanent
differences.
(9) Adjustment reflects the aggregate pro forma adjustment to
income (loss) before extraordinary loss and the elimination
of $603 of preferred stock dividends as a result of the
Preferred Stock Conversion.
(10) Income (loss) per common share and weighted average share
data are not presented for Elitch Gardens and Waterworld as
the information is not meaningful.
(11) The calculation of pro forma weighted average shares
outstanding for the nine months ended September 30, 1996 is
as follows:
Weighted average shares of Common Stock outstanding...............7,979,000
Preferred Stock Conversion, as if issued and converted on
January 1, 1996...................................................1,619,000
Common Stock issued in the Public Offering, a portion of the
proceeds
of which were used to make the acquisitions of Elitch
Gardens and Waterworld, as if issued on January 1, 1996.........2,062,000
----------
11,660,000
----------
----------
-12-
<PAGE>
PREMIER PARKS INC.
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
SEPTEMBER 30, 1996
<TABLE>
<S> <C> <C> <C> <C> <C>
Historical Historical Historical Pro Forma Company
Premier Elitch Gardens Waterworld(1) Adjustments Pro Forma
------- -------------- ------------- ----------- ---------
ASSETS:
Cash and cash
equivalents.......... $73,766 $2,969 $854 $ (3,823)(2) $30,145
(43,621)(3)
Accounts receivable... 8,409 969 338 (1,307)(3) 8,409
Inventories........... 3,460 860 143 - 4,463
Prepaid expenses...... 1,906 128 208 - 2,242
----- --- --- -------- -----
Total current assets. 87,541 4,926 1,543 (48,751) 45,259
Deferred charges...... 4,448 1,629 57 (1,686)(2) 6,523
2,075 (3)
Deposits and other.... 7,125 - 10 (10)(2) 7,125
----- ----- -- --- -----
Other assets......... 11,573 1,629 67 379 13,648
Property and
equipment, net....... 140,153 57,728 15,706 2,273 (3) 215,860
Intangible assets, net. 12,847 _ _ 4,500 (3) 17,347
------ ------ ------ ----- ------
Total assets......... $252,114 $64,283 $17,316 $(41,599) $292,114
LIABILITIES AND
STOCKHOLDERS'
EQUITY:
Accounts payable and
accrued expenses..... $6,378 $3,983 $997 $(4,980)(2) $6,378
Accrued interest
payable.............. 1,386 2,454 - (2,454)(2) 1,386
Current maturities
of long-term debt
and capital lease
obligations.......... 1,054 36,994 1,621 (38,615)(2) 1,054
----- ------ ----- ------- -----
Total current
liabilities........ 8,818 43,431 2,618 (46,049) 8,818
Long-term debt and
capital lease
obligations.......... 92,350 6,465 5,182 (11,647)(2) 132,350
40,000 (3) 3,234
Other long-term
liabilities.......... 3,234 - - - 26,138
----- ------- ------ -------- -------
Deferred income
taxes................ 26,138 - - -
Total Liabilities.... 130,540 49,896 7,800 (17,696) 170,540
Total stockholders'
equity............... 121,574 14,387 9,516 (23,903)(2) 121,574
------- ------ ----- -------- -------
Total liabilities and
stockholders' equity.$252,114 $64,283 $17,316 $(41,599) $292,114
</TABLE>
See accompanying notes to unaudited pro forma combined balance sheet.
-13-
<PAGE>
Premier Parks Inc.
Notes to Unaudited Pro Forma Combined Balance Sheet
September 30, 1996
BASIS OF PRESENTATION
The accompanying unaudited pro forma combined balance sheet as of
September 30, 1996 has been prepared based on certain pro forma adjustments
to historical financial information of the Company, Elitch Gardens and
Waterworld. The Company's acquisition of the operating assets of Elitch
Gardens and Waterworld occurred on October 31, 1996 and November 19, 1996,
respectively.
The unaudited pro forma combined balance sheet as of September 30, 1996
has been prepared assuming the acquisitions of Elitch Gardens and Waterworld
occurred on September 30, 1996. The assets and liabilities of Funtime are
included in the Company's assets and liabilities as of September 30, 1996,
since the acquisition of Funtime occurred in 1995. The unaudited pro forma
combined balance sheet should be read in conjunction with the financial
statements of the Company, Elitch Gardens and Waterworld and notes thereto
incorporated by reference.
PRO FORMA ADJUSTMENTS
(1) The amounts for Waterworld are the combined amounts of assets,
liabilities, and equity of FRE and Concord with elimination of the 50%
interest of Concord owned by FRE.
(2) Adjustments reflect the elimination of assets not purchased ($6,016) and
liabilities not assumed ($57,696) by the Company, as follows:
(a) the Company did not acquire the cash ($3,823), accounts receivable
($1,307), deferred charges ($1,686) or deposits ($10) of Elitch Gardens
or Waterworld.
(b) the Company did not assume the accounts payable and accrued expenses
($4,980), accrued interest payable ($2,454), current maturities of
long-term debt and capital lease obligations ($38,615), long-term debt and
capital lease obligations ($11,647) of Elitch Gardens or Waterworld.
(3) Adjustment reflects the purchase for cash of the operating assets of
Elitch Gardens ($62,500) and Waterworld ($17,250), the purchase from the
lessor of certain assets of Elitch Gardens subject to a capital lease
($496) and estimated transaction costs of $1,300. Purchase prices were
funded through existing cash balances of the Company and borrowings of
$40,000 under the Term Loan Facility. Costs associated with the new
borrowings approximate $2,075 and have been reflected as deferred charges.
The acquisitions are being accounted for using the purchase method of
accounting. Allocation of the purchase price is based upon estimated fair
values for property and equipment. Fair value of inventory and prepaid
expenses approximate recorded historical amounts. Purchase price in excess
of underlying asset aggregate fair values ($4,500) has been reflected as
intangible assets.
-14-
