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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 March 27, 1994
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 34-1560655
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. BOX 5006, Sandusky, Ohio 44871-8006
(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 Units Outstanding As Of
Depositary Units May 4, 1994
(Representing Limited Partner 22,240,208
Interests)
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CEDAR FAIR, L.P.
INDEX
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 8-K 10
Signatures 10
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
CEDAR FAIR, L.P.
CONSOLIDATED BALANCE SHEETS
[CAPTION]
(In thousands) 3/27/94 12/31/93
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[S] [C] [C]
ASSETS
Current Assets:
Cash and cash equivalents $ 843 $ 228
Receivables 1,763 1,154
Inventories 6,796 3,502
Prepaids 2,599 2,003
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12,001 6,887
Land, Buildings and Equipment:
Land 22,665 22,665
Land improvements 29,094 26,937
Buildings 69,079 69,923
Rides and equipment 158,985 158,525
Construction in progress 10,768 8,950
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290,591 287,000
Less accumulated depreciation (87,324) (87,389)
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203,267 199,611
Intangibles, net of amortization 11,758 11,861
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$227,026 $218,359
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Accounts payable $ 10,083 $ 5,033
Distribution payable to partners 11,232 11,232
Accrued interest 2,407 1,341
Accrued taxes 2,607 2,632
Accrued salaries, wages and benefits 4,154 5,471
Self insurance reserves 3,977 4,184
Other accrued liabilities 1,970 1,699
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36,430 31,592
Borrowed Funds:
Revolving credit loans 61,900 36,800
Term debt 50,000 50,000
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111,900 86,800
Partners' Equity:
Special L.P. interests 5,290 5,290
General partners 26 238
Limited partners, 22,240,208 units outstanding 73,380 94,439
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78,696 99,967
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$227,026 $218,359
The accompanying Notes to Consolidated Financial Statements are
an integral part of these balance sheets.
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CEDAR FAIR, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except per unit data)
[CAPTION]
Three months ended Twelve months ended
3/27/94 3/28/93 3/27/94 3/28/93
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[S] [C] [C] [C] [C]
Net revenues $ 358 $ 292 $179,009 $152,961
Costs and expenses:
Cost of products sold 112 93 19,544 16,811
Operating expenses 8,076 7,315 67,108 59,279
Selling, general and
administrative 2,082 2,291 20,909 18,168
Depreciation and amortization 112 118 14,467 12,489
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10,382 9,817 122,028 106,747
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Operating income (loss) (10,024) (9,525) 56,981 46,214
Insurance claim settlement 1,600 -- 1,600 --
Interest expense, net 1,615 1,664 6,552 6,393
Deferred tax credit -- -- 11,000 --
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Net income (loss) (10,039) (11,189) 63,029 39,821
Net income (loss) allocated to
general partners (100) (112) 630 398
Net income (loss) allocated to
limited partners $ (9,939) $(11,077) $ 62,399 $ 39,423
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Weighted average limited partner
units outstanding 22,262 22,250 22,255 21,909
Net income (loss) per limited
partner unit $ (.45) $ (.50) $ 2.80 $ 1.80
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The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.
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CEDAR FAIR, L.P.
CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY
(In thousands)
[CAPTION]
Special General Limited Total
L.P. Partners' Partners' Partners'
Interests Equity Equity Equity
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[S] [C] [C] [C] [C]
Balance at December 31, 1993 $ 5,290 $ 238 $ 94,439 $ 99,967
Allocation of net loss -- (100) (9,939) (10,039)
Distribution declared -- (112) (11,120) (11,232)
($.50 per limited partner unit)
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Balance at March 27, 1994 $ 5,290 $ 26 $ 73,380 $ 78,696
The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.
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CEDAR FAIR, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOW
[CAPTION]
Three months Twelve months
ended ended
(In thousands) 3/27/94 3/28/93 3/27/94 3/28/93
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[S] [C] [C] [C] [C]
CASH FLOWS FROM (FOR) OPERATING ACTIVITIES
Net income (loss) $(10,039)$(11,189)$ 63,029 $ 39,821
Adjustments to reconcile net income to net
cash from operating activities
Depreciation and amortization 112 118 14,467 12,489
Deferred tax credit -- -- (11,000) --
Change in assets and liabilities net of
effects from purchase of Dorney Park &
Wildwater Kingdom:
Decrease (increase) in inventories (3,294) (2,848) 3 373
Decrease in current and other assets 823 242 712 786
Increase (decrease) in accounts payable 5,050 5,281 (91) (1,094)
Increase (decrease) in other current
liabilities (212) (590) 3,549 1,602
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Net cash from (for) operating activities (7,560) (8,986) 70,669 53,977
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES
Capital expenditures (5,693) (4,726) (24,780) (17,071)
Acquisition of Dorney Park & Wildwater
Kingdom:
Land, buildings, rides and equipment
acquired -- -- -- (51,175)
Negative working capital assumed, net of
cash acquired -- -- -- 2,061
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Net cash (for) investing activities (5,693) (4,726) (24,780) (66,185)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
Net borrowings (payments) on revolving
credit loans 25,100 24,200 (2,000) 2,029
Distributions paid to partners (11,232) (10,390) (43,245) (37,881)
Acquisition of Dorney Park & Wildwater
Kingdom:
Borrowings on revolving credit loans for
refinancing of assumed long-term debt -- -- -- 26,971
Issuance of limited partnership units -- -- -- 21,160
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Net cash from (for) financing activities 13,868 13,810 (45,245) 12,279
Cash and cash equivalents:
Net increase for the period 615 98 644 71
Balance, beginning of period 228 101 199 128
- - -------------------------------------------------------------------------------
Balance, end of period $ 843 $ 199 $ 843 $ 199
SUPPLEMENTAL INFORMATION
Cash payments for interest expense $ 549 $ 596 $ 6,575 $ 6,436
The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.
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CEDAR FAIR, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTERS ENDED
MARCH 27, 1994 AND MARCH 28, 1993
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 the interim periods 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 March 27, 1994 and March 28, 1993 to
accompany the quarterly results.
Because amounts for the 12 months ended March 27, 1994 include
actual 1993 season operating results, they are not necessarily
indicative of 1994 full calendar year operations. The current
12-month period also includes a one-time, non-cash credit for
deferred taxes resulting from recent changes in federal tax laws.
The Partnership's operating results for the twelve months ended
March 28, 1993, include the results of its Pennsylvania park for
the period following its acquisition on July 21, 1992. Net
income per limited partner unit has been computed based on the
weighted average units outstanding for the applicable periods
which give effect to the 1,078,208 units issued in connection
with the acquisition as of that date.
(1) Significant Accounting and Reporting Policies
The Partnership's consolidated financial statements for the
quarters ended March 27, 1994 and March 28, 1993 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, 1993 which
were included in the Form 10-K filed on March 23, 1994. 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 operates three amusement parks (Cedar Point in
Sandusky, Ohio, Valleyfair in Shakopee, Minnesota and Dorney Park
& Wildwater Kingdom near Allentown, Pennsylvania), all of which
are open to the public from early May to early October. These
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parks generate virtually all of the Partnership's annual revenue
with the major portion concentrated in the third quarter during
the peak vacation months of July and August.
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: (a) depreciation, advertising and certain seasonal
operating costs are expensed ratably during the operating season,
including certain costs incurred prior to the season and
amortized over the season and (b) all other costs are expensed as
incurred or ratably over the entire year.
(3) Acquisition
As discussed in Note (7) in the 1993 Annual Report to
unitholders, on July 21, 1992, the Partnership acquired
substantially all of the assets of Dorney Park and Wildwater
Kingdom.
The table below summarizes the unaudited consolidated pro forma
results of operations assuming the acquisition had occurred at
the beginning of the twelve-month period ended March 28, 1993.
Net Revenues $167,307,000
Net income (loss) 41,088,000
Net income (loss) per
limited partner unit $1.83
These pro forma results have been prepared for comparative
purposes only and do not purport to be indicative of what would
have occurred had the acquisition been made at the beginning of
the period presented, or of results which may occur in the
future.
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
The Partnership's amusement parks are open to the public from
early May to early October. Therefore, net revenues for the
first quarter are historically minimal and are generated
primarily from restaurant operations and marina rentals. Net
revenues for the quarter ended March 27, 1994 were $358,000
compared to $292,000 for the quarter ended March 28, 1993.
Operating results for the first quarter include normal off-season
operating, maintenance and administrative expenses for the three
parks. Net loss for the quarter was $10.0 million or $.45 per
limited partner unit, compared with a loss of $11.2 million, or
$.50 per unit in 1993. Operating results for the current period
include a final insurance settlement of $1.6 million, or $.07 per
unit, relating to a claim for flood damage and business
interruption at the Partnership's Minnesota park in 1993.
Included in costs and expenses are approximately $718,000 of
incentive fees payable to the managing general partner relating
to the 1994 first quarter distribution, which exceeded the
minimum distribution as defined in the partnership agreement by
17.75 cents per unit, or $3,988,000 in the aggregate. This
compares to $606,000 of incentive fees in the 1993 first quarter.
Financial Condition
The Partnership has available through March, 1996 a $95 million
revolving credit facility, of which $61.9 million was borrowed
and in use as of March 27, 1994. This credit facility is
adequate to meet seasonal working capital needs, planned capital
expenditures and distribution requirements.
In our highly seasonal business with investment heavily
concentrated in property and equipment, the negative working
capital ratio of 3.0 at March 27, 1994 is financially
advantageous. Current assets are at normal seasonal levels and
credit facilities are in place to fund current liabilities as
required.
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PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
Exhibits:
(a) Exhibits: None
(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
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Managing General Partner
Date: May 5, 1994 By Bruce A. Jackson
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Bruce A. Jackson
Vice President
(Chief Financial Officer)
By Charles M. Paul
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Charles M. Paul
Controller
(Chief Accounting Officer)
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