<PAGE>
FORM 10 - K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1993
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)
Registrant's telephone number, including area code (419) 626-0830
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
registered
Depositary Units New York Stock Exchange
(Representing Limited Partner
Interests)
Securities registered pursuant to section 12(g) of the Act: None
<TABLE>
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
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of Depositary Units held by non-affiliates of the
Registrant based on the closing price of such units on February 18, 1994 of
$34.25 per unit was $735,009,000.
Number of Depositary Units representing limited partner interests outstanding
as of February 18, 1994: 22,240,208.
*********************************
The Exhibit Index is located at Page 43
Page 1 of 49 pages
<PAGE>
CEDAR FAIR, L.P.
INDEX
PART I PAGE
Item 1. Business 3
Item 2. Properties 7
Item 3. Legal Proceedings 8
Item 4. Submission of Matters to a Vote of Security
Holders 8
PART II
Item 5. Market for Registrant's Depositary Units and
Related Unitholder Matters 8
Item 6. Selected Financial Data 9
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
Item 8. Financial Statements and Supplementary Data 12
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 24
PART III
Item 10. Directors and Executive Officers of Registrant 24
Item 11. Executive Compensation 28
Item 12. Security Ownership of Certain Beneficial Owners
and Management 32
Item 13. Certain Relationships and Related Transactions 33
PART IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K 34
Signatures 37
Exhibit Index 43
2
<PAGE>
PART I
ITEM 1. BUSINESS.
Cedar Fair, L.P. (the "Partnership") is a publicly traded
Delaware limited partnership, which was originally organized as a
Minnesota limited partnership in 1983 for the purpose of
acquiring Cedar Point, Inc. ("CPI"). The Partnership is managed
by Cedar Fair Management Company (the "Managing General
Partner"). The Partnership owns and operates three amusement
parks: Cedar Point located on Lake Erie between Cleveland and
Toledo in Sandusky, Ohio; Valleyfair located near Minneapolis-St.
Paul in Shakopee, Minnesota; and Dorney Park & Wildwater Kingdom
("Dorney Park") located near Allentown in South Whitehall
Township, Pennsylvania. The parks are family-oriented, with
recreational facilities for people of all ages, and provide clean
and attractive environments with exciting rides and
entertainment.
Generally, the parks are open daily from 9:00 a.m. to 10:00 p.m.
from early May until Labor Day, after which they are open during
weekends in September. As a result, virtually all of the
operating revenues of the parks are derived during the
approximately 130-day operating season. The parks charge a basic
daily admission price, which allows unlimited use of all rides
and attractions with the exception of Challenge Park at Cedar
Point and Valleyfair and Thrills Unlimited at Dorney Park. The
demographic groups that are most important to the parks are young
people ages 13 through 24 and families. Families are believed to
be attracted by a combination of the rides and entertainment and
the clean, wholesome atmosphere. Young people are believed to be
attracted by the action-packed rides. During the operating
season, the parks conduct active television, radio, and newspaper
advertising campaigns in their major market areas.
CEDAR POINT PARK
Cedar Point, which was first developed as a recreational area in
1870, is located on a peninsula in Sandusky, Ohio bordered by
Lake Erie and Sandusky Bay, approximately 60 miles west of
Cleveland and 100 miles southeast of Detroit. Cedar Point is the
largest seasonal amusement park in the United States, measured by
the number of rides and attractions and the ride capacity per
hour. It serves a six-state region in the midwestern United
States, which includes nearly all of Ohio and Michigan, western
Pennsylvania and New York, northern West Virginia and Indiana and
southwestern Ontario, Canada. The park's total market area
includes approximately 22 million people, and the major areas of
dominant influence in this market area, which are Cleveland,
Akron, Toledo, Detroit, Columbus, Flint, Saginaw and Youngstown,
include approximately 12 million people.
3
<PAGE>
The main amusement areas of Cedar Point consist of over two miles
of midways. The park's principal attractions consist of 56 rides
and attractions, including "Magnum XL-200" and "Mean Streak",
among the world's tallest steel and wood roller coasters,
respectively; eight additional roller coasters; "Snake River
Falls", the world's tallest water flume ride featuring a guest
splash basin; Berenstain Bear Country, a 1.2 acre children's
activity area based on the best-selling Random House children's
books created by Stan and Jan Berenstain; "Oceana", which
features a live dolphin and sea lion show in a stadium seating up
to 1,600 persons; 13 live entertainment shows featuring talented
college students in five theaters; the Cedar Point Cinema, which
features a film using a sophisticated projection system on a 66-
foot by 88-foot screen in a 950-seat theater and an adjacent 950-
seat holding arena in which live entertainment is presented;
Jungle Larry's African Safari; an aquarium; a museum; bathing
beach facilities; "Challenge Park", an extra-charge attraction
which includes a water park named "Soak City", a 36-hole themed
miniature golf area and a Can-Am-style go-kart track; and
beginning in 1994, "Raptor", the world's tallest and fastest
inverted roller coaster. In addition, there are over 50
restaurants, fast food outlets and refreshment stands and a
number of gift and novelty shops and game areas. With the
exception of Jungle Larry's African Safari, the principal rides
and attractions are owned and operated by the Partnership.
Cedar Point also owns and operates the historic Hotel Breakers,
which has 400 guest rooms in addition to meeting rooms, dining
and lounge facilities, beach, lake swimming and a courtyard pool.
In addition to Hotel Breakers, Cedar Point offers the lakefront
Sandcastle Suites Hotel, containing 187 suites, each of which
accommodates up to six guests and features a balcony with a view
of Lake Erie. This hotel includes other amenities such as beach,
lake swimming, courtyard pool, tennis courts and the Breakwater
Cafe, a contemporary waterfront restaurant. Cedar Point also
includes the Cedar Point Marina, which is one of the largest
full-service marinas on the Great Lakes and provides dockage
facilities for over 700 boats, and Camper Village, which provides
sites for over 400 recreational vehicles.
The Partnership, through Cedar Point Bridge Company, its wholly-
owned subsidiary, owns and operates the Cedar Point Causeway
across Sandusky Bay. This causeway is a major access route to
Cedar Point. The Partnership also owns and operates dormitory
facilities located at the park which house up to 2,400 of the
park's approximately 3,600 seasonal employees.
VALLEYFAIR PARK
Valleyfair, which opened in 1976 and was acquired by CPI in 1978,
is located near Minneapolis-St. Paul in Shakopee, Minnesota, and
is the largest amusement park in Minnesota. Valleyfair's market
4
<PAGE>
area is centered in Minneapolis-St. Paul, which has a population
of approximately two million, but the park also draws visitors
from other areas in Minnesota and surrounding states with a
combined population of eight million.
Valleyfair is comprised of approximately 34 rides and
attractions, including four roller coasters; a water park named
"Whitewater Country" which includes "Hurricane Falls", a large
waterslide raft ride and "Splash Station", a children's water
park; Thunder Canyon, a white-water raft ride; "The Wave", a
water flume ride featuring a guest splash basin; a nostalgic
train ride; a giant ferris wheel; a log flume ride; a 500-seat
amphitheater; a kiddie ride area; "Challenge Park", an extra-
charge attraction which includes a Can-Am-style go-kart track and
a 36-hole themed miniature golf area; and beginning in 1994,
"Bear Country", an indoor/outdoor children's activity area
(similar to Cedar Point's "Berenstain Bear Country"). In
addition, there are over 20 restaurants, fast food outlets and
refreshment stands and a number of gift and novelty shops and
game areas.
DORNEY PARK
Dorney Park, which was first developed as a summer resort area in
1884, was acquired by the Partnership on July 21, 1992 and is
located near Allentown in South Whitehall Township, Pennsylvania.
Dorney Park is one of the largest amusement parks in the
Northeast and serves a total market area of approximately 35
million people. The park's major areas of dominant influence
include Philadelphia, New Jersey, New York, Lancaster,
Harrisburg, York, Scranton, Wilkes-Barre, Hazleton and the Lehigh
Valley.
Dorney Park's principal attractions consist of over 50 rides and
attractions, including the "Hercules", a world class wooden
roller coaster; two additional roller coasters; "White Water
Landing", the world's tallest water flume ride featuring a guest
splash basin (the twin of Cedar Point's "Snake River Falls"); a
train ride named the "Cedar Creek Cannonball"; a waterpark named
"Wildwater Kingdom", which is one of the largest waterparks in
the United States featuring twelve water slides, including the
"Pepsi Aquablast", the longest elevated waterslide in the world,
a giant wave pool and two children's activity areas; "Thunder
Creek Mountain", a water flume ride; a giant ferris wheel; a
kiddie area featuring "Chester Cheetah's Playland"; live musical
shows featuring talented college students; "Thrills Unlimited",
an extra-charge attraction which includes a go-kart track and two
18-hole themed miniature golf areas; and beginning in 1994,
"Thunder Canyon", a white-water rafting ride. Also new for the
1994 operating season is the "Red Garter Saloon", an 1890's style
restaurant and saloon featuring live shows. In addition there
are over 30 restaurants, fast food outlets and refreshment stands
and a number of gift and novelty shops and games areas.
5
<PAGE>
WORKING CAPITAL AND CAPITAL EXPENDITURES
The Partnership must carry significant inventories of food and
merchandise during the operating season. Working capital needs
are met with a revolving credit facility.
The Managing General Partner believes that annual park attendance
is to some extent responsive to the investment in new attractions
from year to year. Capital expenditures are planned on a
seasonal basis with the majority of such capital expenditures
incurred in the period after the parks close in October through
May, just prior to the beginning of the next operating season.
Capital expenditures for the calendar year may differ from
amounts identified with a particular operating season because of
timing considerations such as weather conditions, site
preparation requirements and availability of ride components,
which result in accelerated or delayed expenditures around
calendar yearends.
COMPETITION
In general, the Partnership competes with all phases of the
recreational industry within its primary market areas of
Cleveland, Detroit, Minneapolis-St. Paul, and Philadelphia,
including several other parks in the Partnership's market areas.
The Partnership's business is subject to factors generally
affecting the recreational and leisure time market, such as
economic conditions, changes in discretionary spending patterns
and weather conditions.
In Cedar Point's major markets, its primary amusement park
competitors are Paramount Kings Island, Sea World and Geauga
Lake. Cedar Point's market shares are highest in Michigan, where
it has little competition, and lowest in central and southern
Ohio, where Paramount Kings Island is a significant competitor.
Valleyfair is the largest amusement park in Minnesota. Camp
Snoopy, an indoor amusement park at the Mall of America which
opened in 1992, is located approximately 15 miles from Valleyfair
and is the park's only nearby competitor. Adventureland, a theme
park in Des Moines, Iowa, is located approximately 250 miles from
Valleyfair.
In Dorney Park's major markets, its primary amusement park
competitors are Hershey Park and Six Flags Great Adventure.
Dorney Park's market shares are highest in eastern Pennsylvania,
and lowest in central Pennsylvania and the New Jersey/New York
area, where Hershey and Six Flags Great Adventure, respectively,
are significant competitors.
The principal factors involving competition in the amusement
park industry generally include the uniqueness and perceived
quality of the rides and attractions in a particular park, the
6
<PAGE>
proximity of a park to metropolitan areas, the atmosphere
and cleanliness of a park and the quality of the food and
entertainment available. The Partnership believes that
its amusement parks feature a sufficient variety of rides and
attractions, restaurants, gift shops and family orientation to
make them highly competitive with other parks.
GOVERNMENT REGULATION
All rides are run and inspected daily by both the Partnership's
maintenance and rides operation departments before being put into
operation. The parks are also periodically inspected by the
Partnership's insurance carrier and, at Cedar Point and Dorney
Park, by state ride safety inspectors.
EMPLOYEES
The Partnership has approximately 505 full-time employees.
During the operating season, Cedar Point, Valleyfair and Dorney
Park have approximately 3,600, 1,200 and 2,600 seasonal
employees, respectively, most of whom are college students.
Approximately 2,400 of Cedar Point's seasonal employees live in
dormitories owned by the Partnership. The Partnership maintains
training programs for all new employees, and believes that its
relations with its employees are good.
ITEM 2. PROPERTIES.
Cedar Point is located on approximately 365 acres owned by the
Partnership on the Cedar Point peninsula in Sandusky, Ohio. The
Partnership also owns approximately 60 acres of property on the
mainland adjoining the approach to the Cedar Point Causeway. Two
seasonal employee apartment complexes and a fast-food restaurant
owned and operated by the Partnership are located on the
adjoining property.
The Partnership controls, through ownership or an easement, a
six-mile public highway and owns approximately 38 acres of vacant
land adjacent to such highway which is a secondary access route
to Cedar Point and serves about 250 private residences. The
roadway is maintained by the Partnership pursuant to deed
provisions. The Cedar Point Causeway, a four-lane roadway across
Sandusky Bay, is the principal access road to Cedar Point and is
owned by Cedar Point Bridge Company, a subsidiary of the
Partnership.
At Valleyfair approximately 68 acres have been developed, and
approximately 52 additional acres remain available for future
expansion.
Dorney Park is situated on approximately 190 acres which includes
41 acres of vacant land that the Partnership acquired in 1992,
7
<PAGE>
primarily for additional parking. The Partnership plans to
continue to develop the area located between the amusement park
and the waterpark, previously used for guest parking, by adding
new rides and attractions over the next several years.
The Partnership, through its subsidiary Cedar Point of Michigan,
Inc., owns approximately 450 acres of land in Southern Michigan.
All of the Partnership's property is owned in fee simple without
encumbrance. The Partnership considers its properties to be well
maintained, in good condition and adequate for its present uses
and business requirements.
ITEM 3. LEGAL PROCEEDINGS.
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT'S DEPOSITARY UNITS AND RELATED
UNITHOLDER MATTERS.
Cedar Fair, L.P. Depositary Units representing limited partner
interests are listed for trading on The New York Stock Exchange
(trading symbol = FUN). As of February 18, 1994, there were
approximately 8,300 registered unitholders of Cedar Fair, L.P.
Depositary Units. The cash distributions declared and the high
and low prices of the Partnership's units are shown in the table
below:
<CAPTION>
1993 Distribution High Low
------------------------------------------
<S> <C> <C> <C>
1st Quarter $.4625 32 7/8 27 1/8
2nd Quarter .4625 30 1/2 27
3rd Quarter .50 33 1/4 27
4th Quarter .50 36 5/8 33 1/8
<CAPTION>
1992 Distribution High Low
------------------------------------------
<S> <C> <C> <C>
1st Quarter $.40 21 1/4 17 3/4
2nd Quarter .40 21 19
3rd Quarter .4625 23 3/8 19 1/4
4th Quarter .4625 29 7/8 22 1/4
8
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
</TABLE>
<TABLE>
<CAPTION> For the years ended December 31,
1993(4) 1992(3) 1991 1990 1989
(In thousands except amounts per unit and per capita)
----------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
OPERATING DATA
Net revenues $178,943 $152,961 $127,950 $121,962 $120,013
Operating income 57,480 49,111 42,394 40,324 39,616
Net income 61,879 42,921 35,975 33,173 31,623
Per limited
partner unit (1) 2.75 1.96 1.68 1.55 1.48
----------------------------------------------------------------
FINANCIAL POSITION
Total assets $218,359 $209,472 $142,532 $141,668 $136,036
Working capital
(deficit) (24,705) (20,090) (15,201) (14,377) (11,908)
Long-term debt 86,800 89,700 65,900 69,900 71,100
Partners' equity 99,967 81,333 55,132 51,755 47,439
----------------------------------------------------------------
DISTRIBUTIONS
DECLARED
Per limited partner
unit 1.925 1.725 1.525 1.35 1.18
----------------------------------------------------------------
OTHER DATA
Depreciation and
amortization $14,473 $12,421 $10,314 $9,706 $9,168
Cash flow from
operating
activities 69,243 56,034 46,275 43,703 41,000
Capital
expenditures 23,813 15,934 10,333 15,168 9,797
Combined attendance 5,511 4,857 4,088 4,130 4,310
Combined guest
per capita
spending(2) $29.55 $28.69 $28.29 $26.91 $25.63
----------------------------------------------------------------
NOTE 1 - Net income per limited partner unit was computed based
on the weighted average number of units outstanding.
NOTE 2 - Guest per capita spending includes all amusement park,
causeway tolls and parking revenues for the amusement park
operating season. Revenues from marina, hotel, campground and
other out-of-park operations are excluded from these statistics.
NOTE 3 - Dorney Park & Wildwater Kingdom is included in 1992 data
for the period subsequent to its acquisition on July 21, 1992.
NOTE 4 - The 1993 operating results include a nonrecurring credit
for deferred taxes of $11.0 million, or $0.49 per unit.
9
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
Net revenues for the year ended December 31, 1993 were $178.9
million, a 17% increase over the year ended December 31, 1992.
This followed a 20% increase in 1992, when revenues rose to
$153.0 million from $128.0 in 1991. Net revenues for 1993
reflect a 13% increase in combined attendance (from 4.9 million
to 5.5 million) and a 3% increase in combined guest per capita
spending at our three parks. Operating results for both 1993 and
1992 were favorably impacted by the inclusion of Dorney Park &
Wildwater Kingdom, which was acquired on July 21, 1992. The 1993
results include Dorney Park for the entire year, while last year
the park's results were included only for the period following
its acquisition. Dorney Park contributed $31 million and $15
million to net revenues in 1993 and 1992 and also accounted for
most of the Partnership's combined attendance increase in both
years. In 1993, Cedar Point achieved a record year which more
than offset Valleyfair's 16% attendance decline caused by the
prolonged rains and flooding that occurred in the Minneapolis
area this past summer. Nearly perfect weather throughout the
peak vacation months of July and August, together with the
successful debut of Snake River Falls, contributed to Cedar
Point's record performance. In 1992, in spite of unusually cool
and wet weather, particularly on weekends, throughout much of the
season, combined attendance increased 19% to 4.9 million, which
included Dorney Park's contribution of approximately 600,000 in
attendance for the period following its acquisition. In 1991,
combined attendance at our original two parks was 4.1 million,
down slightly from 1990. Combined guest per capita spending
increased 1% in 1992 and 5% in 1991.
For the 1994 season, the Partnership plans to invest $21 million
in capital improvements, including a $12 million inverted roller
coaster at Cedar Point, and we are optimistic that this major
attraction, as well as the new attractions planned for the other
two parks, will generate a high level of public interest and
acceptance. However, stable population trends in our market
areas and uncontrollable factors, such as weather (as was the
case at Valleyfair in 1993) and the economy, preclude us from
anticipating significant long-term increases in attendance at
Cedar Point and Valleyfair. Historically, the Partnership has
been able to improve its profitability by maintaining a
consistently high attendance level as well as steady increases in
in-park guest per capita spending and revenues from guest
accommodations at Cedar Point, while carefully controlling
operating and administrative expenses.
Although hampered by the late summer completion of its major new
ride, Dorney Park made significant progress toward achieving
improved profitability in 1993 and we continue to believe this
10
<PAGE>
park has substantial long-term growth potential in both
attendance and profitability.
Costs and expenses before depreciation and amortization in 1993
increased to $107.0 million from $91.4 million in 1992. Included
in costs and expenses are approximately $2.7 million of incentive
fees earned by the managing general partner relating to 1993 cash
distributions, which exceeded the minimum distributions as
defined in the partnership agreement by $.675 per unit or $15.2
million in the aggregate. This compares to $2.2 million and $1.5
million of incentive fees in 1992 and 1991, respectively.
Excluding the incentive fees paid to the general partners, the
ratio of costs and expenses before depreciation and amortization
to net revenues for 1993, 1992 and 1991 remained unchanged at
58%, largely because many of our operating and administrative
expenses have been kept relatively fixed. We are pleased with
the continued success in managing our operating expenses,
particularly considering the inclusion of Dorney Park with its
relatively higher cost structure for the past 1 1/2 operating
seasons.
Operating income in 1993 increased 17% to $57.5 million,
following a 16% increase in 1992 and a 5% increase in 1991. The
1993 increase in operating income was the result of Cedar Point
generating a significant increase in profits through increases in
attendance and per capita spending which more than offset
Valleyfair's decrease, together with Dorney Park's first full
year contributing $1.8 million more operating profit than 1992's
partial year. Operating income in 1992 increased as a result of
increases in attendance and per capita spending at our original
two parks, in addition to Dorney Park contributing $3 million in
operating profits for the period after its acquisition.
Increased per capita spending and relatively flat expenses offset
by a small attendance decline generated the increase in operating
income for 1991.
Net income for 1993 includes an $11 million one-time, non-cash
credit for deferred taxes resulting from recent changes in the
federal tax laws. Excluding the tax credit, net income increased
19%, to $50.9 million from $42.9 million in 1992 and $36.0
million in 1991. Interest expense rose in 1993 due to the
increased debt relating to the acquisition, but has benefited
from lower rates and borrowing levels in prior years.
FINANCIAL CONDITION
The Partnership ended 1993 in sound financial condition in terms
of both liquidity and cash flow. In our highly seasonal business
with investment heavily concentrated in property and equipment,
the negative working capital ratio of 4.6 at December 31, 1993 is
financially advantageous. Receivables and inventories are at
normally low seasonal levels and credit facilities are in place
to fund current liabilities and pre-opening expenses as required.
11
<PAGE>
In 1993, cash generated from operations totalled $69.2 million.
The Partnership used $23.8 million for capital expenditures,
$42.4 million for distributions to the general and limited
partners and $2.9 million for the reduction of debt.
Distributions in 1994, at the current annual rate of $2.00 per
unit, would total approximately $44.9 million, 6% higher than the
distributions paid in 1993.
The Partnership has available through March 1996 a $95 million
revolving credit facility, of which $36.8 million was borrowed
and in use as of December 31, 1993. The maximum level of
borrowings during 1993 on this facility was $86.2 million.
Credit facilities and cash flow are expected to be adequate to
meet seasonal working capital needs, planned capital expenditures
and distribution requirements.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To The Partners of Cedar Fair, L.P.:
We have audited the accompanying consolidated balance sheets of
Cedar Fair, L.P. (a Delaware limited partnership) and
subsidiaries as of December 31, 1993 and 1992, and the related
consolidated statements of operations, partners' equity and cash
flows for each of the three years in the period ended December
31, 1993. These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about 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. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of Cedar Fair, L.P. and subsidiaries as of December 31, 1993 and
1992, and the results of their operations and their cash flows
for each of the three years in the period ended December 31, 1993
in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN & CO.
Cleveland, Ohio,
January 21, 1994.
12
<PAGE>
</TABLE>
<TABLE>
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except per unit data)
<CAPTION>
For the years ended December 31, 1993 1992 1991
-----------------------------------------------------------------
<S> <C> <C> <C>
Net revenues
Admissions $89,664 $76,342 $63,872
Food, merchandise and games 77,934 66,639 56,126
Accommodations and other 11,345 9,980 7,952
-----------------------------------------------------------------
178,943 152,961 127,950
-----------------------------------------------------------------
Costs and expenses:
Cost of products sold 19,525 16,822 14,575
Operating expenses 66,347 57,161 45,532
Selling, general and
administrative 21,118 17,446 15,135
Depreciation and amortization 14,473 12,421 10,314
-----------------------------------------------------------------
121,463 103,850 85,556
-----------------------------------------------------------------
Operating income 57,480 49,111 42,394
Interest expense, net 6,601 6,190 6,419
Deferred tax credit (11,000) -- --
-----------------------------------------------------------------
Net income $61,879 $42,921 $35,975
Net income allocated to general
partners 619 429 360
Net income allocated to limited
partners $61,260 $42,492 $35,615
-----------------------------------------------------------------
Weighted average limited
partner units outstanding 22,252 21,646 21,162
Net income per limited partner
unit $2.75 $1.96 $1.68
-----------------------------------------------------------------
The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.
13
<PAGE>
</TABLE>
<TABLE>
CONSOLIDATED BALANCE SHEETS
(In thousands)
<CAPTION>
December 31, 1993 1992
------------------------------------------------------------
<S> <C> <C>
Assets
Current Assets:
Cash $228 $101
Receivables 1,154 969
Inventories 3,502 3,951
Prepaids 2,003 2328
------------------------------------------------------------
Total current assets 6,887 7,349
Land, Buildings and Equipment:
Land 22,665 22,632
Land improvements 26,937 23,664
Buildings 69,923 66,099
Rides and equipment 158,525 149,638
Construction in progress 8,950 3,519
------------------------------------------------------------
287,000 265,552
Less accumulated depreciation (87,389) (75,749)
------------------------------------------------------------
199,611 189,803
Intangibles, net of amortization 11,861 12,320
------------------------------------------------------------
$218,359 $209,472
Liabilities and Partners' Equity
Current Liabilities:
Accounts payable $5,033 $4,893
Distribution payable to partners 11,232 10,390
Accrued interest 1,341 1,362
Accrued taxes 2,632 2,358
Accrued salaries,wages and benefits 5,471 4,007
Self insurance reserves 4,184 3,082
Other accrued liabilities 1,699 1,347
------------------------------------------------------------
Total current liabilities 31,592 27,439
Borrowed Funds:
Revolving credit loans 36,800 39,700
Term debt 50,000 50,000
------------------------------------------------------------
86,800 89,700
Deferred Income Taxes -- 11,000
Partners' Equity:
Special L.P. interests 5,290 5,290
General partners 238 51
Limited partners, 22,240,208
units outstanding 94,439 75,992
------------------------------------------------------------
99,967 81,333
------------------------------------------------------------
$218,359 $209,472
The accompanying Notes to Consolidated Financial Statements are
an integral part of these balance sheets.
14
<PAGE>
</TABLE>
<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<CAPTION>
For the years ended December 31, 1993 1992 1991
--------------------------------------------------------------------------
<S> <C> <C> <C>
Cash Flows From (For) Operating Activities
Net income $61,879 $42,921 $35,975
Adjustments to reconcile net income to net
cash from operating activities
Deferred tax credit (11,000) -- --
Depreciation and amortization 14,473 12,421 10,314
Change in assets and liabilities net of
effects from purchase of Dorney Park &
Wildwater Kingdom:
Decrease (increase) in inventories 449 652 (201)
Decrease (increase) in current and other
assets 131 795 (499)
Increase (decrease) in accounts payable 140 (2,484) (213)
Increase in other current liabilities 3,171 1,729 899
--------------------------------------------------------------------------
Net cash from operating activities 69,243 56,034 46,275
Cash Flows From (For) Investing Activities
Capital expenditures (23,813) (15,934) (10,333)
Acquisition of Dorney Park & Wildwater
Kingdom:
Land, buildings, rides and equipment
acquired -- (51,175) --
Negative working capital assumed, net of
cash acquired -- 2,061 --
--------------------------------------------------------------------------
Net cash (for) investing activities (23,813) (65,048) (10,333)
Cash Flows From (For) Financing Activities
Net payments on revolving credit loans (2,900) (3,171) (4,000)
Distributions paid to partners (42,403) (36,041) (31,796)
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 --
--------------------------------------------------------------------------
Net cash from (for) financing activities (45,303) 8,919 (35,796)
Cash:
Net increase (decrease) for the period 127 (95) 146
Balance, beginning of period 101 196 50
--------------------------------------------------------------------------
Balance, end of period $228 $101 $196
Supplemental Information:
Cash payments for interest expense $6,622 $6,080 $6,392
The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.
15
<PAGE>
</TABLE>
<TABLE>
CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY
(In thousands)
<CAPTION>
Special General Limited Total
L.P. Partners' Partners' Partners'
Interests Equity Equity Equity
-------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance at December 31, 1990 $5,290 $(33) $46,498 $51,755
Allocation of net income -- 360 35,615 35,975
Partnership distributions
declared ($1.525 per limited
partner unit) -- (326) (32,272) (32,598)
-------------------------------------------------------------------------
Balance at December 31, 1991 5,290 1 49,841 55,132
Issuance of 1,078,208
limited partnership units -- -- 21,160 21,160
Allocation of net income -- 429 42,492 42,921
Partnership distributions
declared ($1.725 per limited
partner unit) -- (379) (37,501) (37,880)
-------------------------------------------------------------------------
Balance at December 31, 1992 5,290 51 75,992 81,333
Allocation of net income -- 619 61,260 61,879
Partnership distributions
declared ($1.925 per limited
partner unit) -- (432) (42,813) (43,245)
-------------------------------------------------------------------------
Balance at December 31, 1993 $5,290 $238 $94,439 $99,967
The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.
16
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Partnership Organization:
Cedar Fair, L.P. (the "Partnership") is a Delaware limited
partnership, which was originally organized as a Minnesota
limited partnership in 1983 for the purpose of acquiring Cedar
Point, Inc. ("CPI"). Partnership operations commenced on July
29, 1983, when the Partnership acquired CPI. On April 29, 1987,
16 million limited partnership units were sold to the public and
5,162,000 units were held by the original limited partners of the
Partnership. These 21,162,000 units are traded on the New York
Stock Exchange. On July 21, 1992, the Partnership issued an
additional 1,078,208 limited partnership units in connection with
the acquisition of Dorney Park & Wildwater Kingdom, as discussed
in Note 7. These units have not been registered with the
Securities and Exchange Commission. Net income per limited
partner unit has been computed based on the weighted average
units outstanding.
The Partnership's two General Partners are (a) Cedar Fair
Management Company, an Ohio corporation owned by the
Partnership's executive management (the "Managing General
Partner") and (b) CF Partners (the "Special General Partner"), a
Delaware general partnership whose equal partners are two former
Directors and a Trust, whose co-trustee is Director Mary Ann
Jorgenson. Mrs. Jorgenson is a partner in the law firm which
serves as the Partnership's general counsel.
The Managing and Special General Partners each own a 0.5% general
partner interest in the Partnership's income and losses, except
in defined circumstances. The Managing General Partner has full
control over all activities of the Partnership.
For the services it provides, the Managing General Partner earns
a fee equal to .25% of the Partnership's net revenues, as
defined, and also earns incentive compensation when quarterly
distributions exceed certain levels as defined in the Partnership
Agreement. The Managing General Partner earned $3,176,000,
$2,387,000 and $1,648,000 of such fees in 1993, 1992 and 1991,
respectively. Beginning in 1993, the Special General Partner
receives a fixed annual amount of $800,000 for its services, which
includes its share of cash distributions. In prior
years, the Special General Partner received fees totalling
$1,370,000 in 1992 and $1,107,000 in 1991 based on Partnership
revenues and distributions.
The General Partners may, with the approval of a specified
percentage of the limited partners, make additional capital
contributions to the Partnership, but are only obligated to do so
if the liabilities of the Partnership cannot otherwise be paid or
there exists a negative balance in their capital account at the
time of their withdrawal from the Partnership. The Managing
17
<PAGE>
General Partner, in accordance with the terms of the Partnership
Agreement, is required to make regular cash distributions on a
quarterly basis of all the Partnership's available cash, as
defined.
(2) Summary of Significant Accounting Policies:
The following policies are used by the Partnership in its
preparation of the accompanying financial statements.
Principles of Consolidation - The consolidated financial
statements include the accounts of the Partnership and its three
wholly-owned corporate subsidiaries. All significant
intercompany transactions and balances are eliminated in
consolidation.
Inventories - All inventories are valued at the lower of first-
in, first-out cost or market. The Partnership's inventories
primarily represent purchased products, such as merchandise and
food, for sale to its customers.
Depreciation - The Partnership's policy is to provide
depreciation on a straight-line basis over the estimated useful
lives of its assets. The composite method is used for the group
of assets acquired as a whole from CPI in 1983 and for the Dorney
Park & Wildwater Kingdom assets acquired in 1992, and the unit
method is used for all individual assets subsequently purchased.
Under the composite depreciation method, assets with similar
estimated lives are grouped together and the several pools of
assets are depreciated on an aggregate basis. Gains and losses
on the retirement of assets, except those related to abnormal
retirements, are credited or charged to accumulated depreciation.
Accumulated gains and losses on asset retirements under the
composite depreciation method have not been significant.
Under the unit method of depreciation, individual assets are
depreciated over their estimated useful lives with gains and
losses on all asset retirements recognized currently in income.
The weighted average useful lives combining both methods are
approximately:
Land improvements 24 Years
Buildings 28 Years
Rides 17 Years
Equipment 10 Years
Segment Reporting - The Partnership is in the single business of
operating amusement parks with accompanying resort facilities.
18
<PAGE>
Income Taxes - The accompanying statements of operations do not
include a provision for current federal or state income taxes, as
the income of the Partnership is not taxed directly; rather, the
Partnership's tax attributes are included in the individual tax
returns of the unitholders. Neither the Partnership's financial
reporting income, nor the distributions to unitholders, can be
used as a substitute for the detailed tax calculations which the
Partnership must perform annually for its unitholders. The tax
returns of the Partnership are subject to examination by state
and federal tax authorities. If such examinations result in
changes to taxable income, the tax liability of the Partners
could be changed accordingly.
The Omnibus Budget Reconciliation Act of 1993 ( the "Act") was
signed into law in August 1993. Among other provisions, the Act
allows taxpayers who acquire an interest in an intangible asset
to deduct its amortization over a 15-year period beginning the
month in which the intangible asset is acquired. This provision
extends to the acquisition of partnership interests, to the
extent that taxpayers obtain an increased basis for the
intangible assets of the partnership. The effect of the Act on
taxpayers acquiring Cedar Fair, L.P. units at 1993 market prices
is to provide amortization deductions which are expected to
offset a substantial portion of the taxable income otherwise
allocable by the Partnership to these units for the next several
years. The amortization deductions will be recaptured and taxed
as ordinary income upon sale of the partnership units.
The new rules generally are effective for purchases of
Partnership units after August 10, 1993. In addition,
transitional relief in the Act permits an election to apply the
new rules to all units acquired after July 25, 1991. Under this
election, for which the IRS is expected to issue additional
guidelines, the 15-year amortization period may be applied on a
retroactive basis through the filing of an amended Partnership
tax return. The Partnership will provide the IRS with the
necessary information to obtain this additional amortization
deduction for its unitholders as soon as practicable after the
regulatory guidance is released.
The Revenue Act of 1987 provides that a "publicly traded
partnership", such as Cedar Fair, L.P., will be treated as a
corporation for federal income tax purposes beginning January 1,
1998, including the payment of corporate income taxes. The
partners' remaining unamortized basis in the Partnership's
intangible assets may be transferred to a corporate successor
entity. This aggregate intangible asset would then be
amortizable for tax purposes by the new corporation to reduce its
future corporate taxable income.
The amount of the intangible asset available to a successor
corporation will depend on the price and volume of trading in the
19
<PAGE>
Partnership's units through the date of its conversion to
corporate status. Management believes that the amount of
intangible assets resulting from purchases of limited partner
units during 1993 is sufficient to offset the estimated amount of
deferred income taxes otherwise requiring recognition by the
Partnership in 1993 under Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes". Accordingly,
the deferred income taxes totalling $11 million recorded in
connection with the 1992 acquisition of Dorney Park & Wildwater
Kingdom have been reversed and credited to income in the
accompanying consolidated statements of operations in the year
ended December 31, 1993.
The 1987 legislation also provides that net income from the
Partnership is not treated as "passive income" for federal income
tax purposes. As a result, partners subject to the passive
activity loss rules are not permitted to offset income from the
Partnership with passive losses from other sources.
(3) Borrowed Funds:
At December 31, 1993 and 1992, borrowed funds consisted of the
following:
<CAPTION>
(In thousands) 1993 1992
---------------------------------------------
<S> <C> <C>
Revolving credit loans $36,800 $39,700
Term debt 50,000 50,000
---------------------------------------------
$86,800 $89,700
Revolving Credit Loans - The Partnership has available a $95
million credit facility with three banks through March 31, 1996,
of which $36.8 million was borrowed as of December 31, 1993. The
maximum outstanding balance during 1993 under this credit
facility was $86.2 million.
Borrowings under this agreement bear interest at the banks' base
lending rate (prime) with LIBOR and other options. The agreement
provides for the revolving credit facility to be reduced by $2.5
million on June 1, 1994 and 1995. The agreement also requires
the Partnership to pay a commitment fee of 1/4% per annum on the
daily unused portion of the credit. The Partnership, at its
option, may make prepayments without penalty and reduce this loan
commitment.
Term Debt - In June 1987, the Partnership entered into a note
agreement for the issuance of $50 million in 9.15% senior notes.
The Partnership is required to make annual repayments of $10
million in September 1995 through September 1999 and may make
prepayments with defined premiums. The fair value of the
20
<PAGE>
aggregate future repayments on these senior notes at December 31,
1993, as required by Statement of Financial Accounting Standards
No. 107, would be approximately $55.6 million, applying a
discount rate of 6.3%.
Covenants - Under both the revolving credit agreement and the
senior notes, the Partnership, among other restrictions, is
required to maintain a specified minimum level of net tangible
assets, as defined, and maintain a minimum ratio of net income to
total interest expense. In addition, the agreements place
restrictions on the amount of distributions to unitholders in
excess of available cash, as defined.
(4) Special L.P. Interests:
In accordance with the Partnership Agreement, the original
limited partners were allocated $5.3 million of 1987 and 1988
taxable income (without any related cash distributions) for which
they received Special L.P. Interests. The Special L.P. Interests
do not participate in cash distributions and have no voting
rights. However, the holders of Special L.P. Interests will
receive in the aggregate $5.3 million upon liquidation of the
Partnership.
(5) Retirement Plans:
The Partnership has a trusteed, noncontributory retirement plan
for nonunion employees. Contributions are discretionary and were
$1,165,000 in 1993, $800,000 in 1992 and $700,000 in 1991.
The Partnership also has an Employees' Savings and Investment
Plan under which employees can contribute specified percentages
of their salary, matched up to a limit by the Partnership.
Contributions by the Partnership to this plan approximated
$352,000 in 1993, $268,000 in 1992 and $230,000 in 1991.
In addition, approximately 125 employees are covered by union-
sponsored multi-employer pension plans for which approximately
$276,000, $282,000 and $269,000 were contributed for the years
ended December 31, 1993, 1992 and 1991, respectively. The
Partnership believes that, as of December 31, 1993, it would have
no withdrawal liability as defined by the Multiemployer Pension
Plan Amendments Act of 1980.
In 1992, the Partnership amended its policy for payment of fees
earned by the Managing General Partner to permit a portion of
such fees to be deferred for payment after retirement or over
certain vesting periods as established by the Board of Directors.
Payment will be made in a combination of limited partnership
units and cash. The amounts deferred were $1,118,000 in 1993 and
$514,000 in 1992, including the value of 10,588 and 10,039
limited partnership units issuable in future years which are
21
<PAGE>
included in the calculation of weighted average units
outstanding.
(6) Contingencies:
The Partnership is a party to a number of lawsuits arising in the
normal course of business. In the opinion of management, these
matters will not have a material effect in the aggregate on the
Partnership's financial statements.
The Partnership is pursuing a claim against its insurance policy
for flood damage and business interruption at its Minnesota park
in 1993, and expects to recognize a gain of $1.5-$2.0 million
upon receipt of the final settlement.
(7) Acquisition:
On July 21, 1992, the Partnership acquired substantially all of
the assets of Dorney Park & Wildwater Kingdom for approximately
$48 million. Dorney Park is a traditional, family oriented
amusement park and Wildwater Kingdom is one of the world's
largest water parks. The purchase price consisted of 1,078,208
unregistered limited partnership units (valued at the July 21
NYSE closing price of $19.625, or $21.2 million in the aggregate)
and the assumption of $27.0 million of long-term debt. The
Partnership subsequently repaid all of the long-term debt assumed
with revolving credit borrowings at lower rates.
Dorney Park & Wildwater Kingdom's assets, liabilities and results
of operations since July 21, 1992 are included in the
accompanying consolidated financial statements. The acquisition
has been accounted for as a purchase, and accordingly the
purchase price has been allocated to assets and liabilities
acquired based upon their fair values at the date of acquisition.
After recording assets and liabilities acquired at their fair
values, an intangible asset of $11.0 million was recorded in the
accompanying consolidated balance sheets and is being amortized
over 40 years on a straight-line basis.
The following table summarizes the unaudited consolidated pro forma
results of operations assuming the acquisition had occurred at
the beginning of each of the periods presented, with adjustments
primarily attributable to the amortization of intangible assets,
interest expense relating to the refinancing of long-term debt,
and depreciation expense relating to the fair value of assets
acquired.
22
<PAGE>
<CAPTION>
Years Ended December 31, 1992 1991
(In thousands except amounts per unit)
---------------------------------------------------
<S> <C> <C>
Net revenues $167,307 $158,124
Net income $41,163 $39,629
Net income per
limited partner unit $1.83 $1.76
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 periods presented, or of results which may occur in the
future.
</TABLE>
<TABLE>
QUARTERLY OPERATING RESULTS (1)
(In thousands except amounts per unit)
<CAPTION> Net income
per
Operating limited
Net income Net income partner
(unaudited) revenues (loss) (loss) unit
-----------------------------------------------------------
<S> <C> <C> <C> <C>
1993
1st Quarter $292 $(9,525) $(11,189) $(.50)
2nd Quarter 51,164 12,395 10,469 .47
3rd Quarter (2) 127,015 64,407 73,771 3.28
4th Quarter 472 (9,797) (11,172) (.50)
-----------------------------------------------------------
$178,943 $57,480 $61,879 $2.75
1992
1st Quarter $292 $(6,628) $(8,089) $(.38)
2nd Quarter 41,600 12,095 10,395 .49
3rd Quarter 110,754 53,612 52,002 2.34
4th Quarter 315 (9,968) (11,387) (.51)
-----------------------------------------------------------
$152,961 $49,111 $42,921 $1.96
(1) To assure that our highly seasonal operations will not result
in misleading comparisons of interim periods, the Partnership has
adopted the following reporting procedures: (a) seasonal
operating costs and expenses are expensed over the operating
season, including some costs incurred prior to the season which
are deferred and amortized over the season and (b) all other
costs are expensed as incurred or ratably over the entire year.
(2) The third quarter of 1993 includes a nonrecurring credit for
deferred taxes of $11.0 million, or $0.49 per unit, resulting
from changes in federal tax laws.
23
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT.
Cedar Fair Management Company, an Ohio corporation owned by the
Partnership's executive management consisting of 19 individuals,
is the Managing General Partner of the Partnership and has full
responsibility for the management of the Partnership. CF
Partners, a Delaware general partnership, is the Special General
Partner of the Partnership. Collectively, the Managing General
Partner and the Special General Partner are called the General
Partners. For additional information, including the fees paid to
the General Partners for services rendered during 1993, attention
is directed to Note 1 to the consolidated financial statements on
page 17 of this Form 10-K report, which note is incorporated
herein by this reference.
</TABLE>
<TABLE>
Directors:
<CAPTION>
Name Age Position with Managing General Partner
----------------------------------------------------------------
<S> <C> <C>
Richard L. Kinzel 53 President, Chief Executive Officer,
Director since 1986
Mary Ann Jorgenson* 53 Director since 1988
Donald H. Messinger* 50 Director since 1993
James L. Miears 58 Executive Vice President and General
Manager-Cedar Point, Director since
1993
Thomas A. Tracy* 62 Director since 1993
* Member of Audit and Compensation Committees
The Board of Directors of the Managing General Partner has a
Compensation Committee and an Audit Committee. The Compensation
Committee reviews the Partnership's compensation and employee
benefit policies and programs and recommends related actions, as
well as executive compensation decisions, to the Board of
Directors. The Audit Committee meets periodically with the
Partnership's independent auditors, reviews the activities of the
Partnership's internal audit staff, considers the recommendations
of the independent and internal auditors, and reviews the annual
financial statements upon completion of the audit.
Each director of the Managing General Partner is elected for a
one-year term.
24
<PAGE>
</TABLE>
<TABLE>
Executive Officers:
<CAPTION>
Position with Managing General
Name Age Partner
----------------------------------------------------------------
<S> <C> <C>
Richard L. Kinzel 53 President and Chief Executive
Officer since 1986
John R. Albino 47 Vice President-Food Operations-Cedar
Point since 1993
Richard J. 54 Corporate Vice President-General
Collingwood Services since 1992
James E. Colvin 49 Director-Maintenance-Cedar Point
since 1989
Jacob T. Falfas 42 Vice President-Park Operations-Cedar
Point since 1993
H. John Hildebrandt 44 Vice President-Marketing-Cedar Point
since 1993
Bruce A. Jackson 42 Corporate Vice President-Finance and
Chief Financial Officer since 1992
Lee C. Jewett 59 Corporate Vice President-Planning &
Design since 1990
Daniel R. Keller 44 Senior Vice President-Operations-
Cedar Point since 1993
James L. Miears 58 Executive Vice President-General
Manager-Cedar Point since 1993
William E. Near 52 Vice President-General Manager-
Dorney Park since 1992
Thomas W. Salamone 49 Treasurer since 1982
Alan L. Schwartz 44 Vice President-Finance-Valleyfair
since 1978
Joseph L. von der 61 Vice President-Accommodations-Cedar
Weis Point since 1973
Walter R. Wittmer 53 Vice President-General Manager-
Valleyfair since 1988
BUSINESS EXPERIENCE.
Directors:
Richard L. Kinzel has served as president and chief executive
officer since 1986. Mr. Kinzel has been employed by the
Partnership or its predecessor since 1972, and from 1978 to 1986
he served as vice president and general manager of Valleyfair
Park.
Mary Ann Jorgenson is a partner in the law firm of Squire,
Sanders & Dempsey, the Partnership's General Counsel, and has
been associated with the firm since 1975. Mrs. Jorgenson is also
co-trustee of a Trust which is a general partner in CF Partners,
the Partnership's Special General Partner. She is also a
director of S 2 Golf Inc. (manufacturer and distributor of golf
clubs and bags) and is a director and Secretary of Essef
25
<PAGE>
Corporation (manufacturer of plastic pressure vessels for the
water treatment and systems industry; spa and pool equipment; and
containers for hazardous waste transportation).
Donald H. Messinger is the Partner-in-Charge of the Cleveland
office of the law firm of Thompson, Hine and Flory and has been
associated with the firm since 1968.
James L. Miears has served as Executive Vice President and
General Manager of Cedar Point since 1993. In 1992, he was
Senior Vice President-Merchandise at Cedar Point and prior to
1992 he served as Vice President-Merchandise of Cedar Point for
more than five years.
Thomas A. Tracy is a business consultant and was a partner in the
public accounting firm of Arthur Andersen & Co. from 1966 until
his retirement in 1989. Mr. Tracy is also a director of Lee
Wilson Engineering Company, Inc.
Executive Officers:
Richard L. Kinzel. See "Directors" above.
John R. Albino has served as Vice President-Food Operations of
Cedar Point since 1993. Prior to 1993 he served as Director-Food
Operations of Cedar Point for more than five years.
Richard J. Collingwood has served as Corporate Vice President-
General Services since 1992 and has primary responsibility for
human resources, purchasing and security. Prior to 1992, he
served as Vice President-General Services of Cedar Point for more
than five years.
James E. Colvin has served as Director-Maintenance of Cedar Point
since 1989. Prior to 1989, he served as Manager-Special
Projects of Cedar Point for more than five years.
Jacob T. Falfas has served as Vice President-Park Operations of
Cedar Point since 1993. Prior to 1993, he served as Director-
Park Operations of Cedar Point for more than five years.
H. John Hildebrandt has served as Vice President-Marketing of
Cedar Point since 1993. Prior to 1993, he served as Director-
Marketing of Cedar Point for more than five years.
Bruce A. Jackson has served as Corporate Vice President-Finance
and Chief Financial Officer since 1992. From 1988 to 1992, he
served as Vice President-Finance and Chief Financial Officer.
Mr. Jackson is a certified public accountant.
Lee C. Jewett has served as Corporate Vice President-Planning &
Design since 1990. Prior to 1990, he served as Director-Planning
& Design of Cedar Point for more than five years.
26
<PAGE>
Daniel R. Keller has served as Senior Vice President-Operations
of Cedar Point since 1993. Prior to 1993, he served as Vice
President-Operations of Cedar Point for more than five years.
James L. Miears. See "Directors" above.
William E. Near has served as Vice President-General Manager of
Dorney Park since 1992. Prior to 1992, he served as Senior Vice
President-Marketing of Cedar Point for more than five years.
Thomas W. Salamone has served as Treasurer for more than five
years.
Alan L. Schwartz has served as Vice President-Finance of
Valleyfair Park for more than five years.
Joseph L. von der Weis has served as Vice President-
Accommodations of Cedar Point for more than five years.
Walter R. Wittmer has served as Vice President-General Manager of
Valleyfair Park for more than five years.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
Section 16(a) of the Securities Exchange Act of 1934 requires the
Registrant's directors, executive officers and persons who own
more than ten percent of its Depositary Units ("Insiders") to
file reports of ownership and changes in ownership, within 10
days following the last day of the month in which any change in
such ownership has occurred, with the Securities and Exchange
Commission and the New York Stock Exchange, and to furnish the
Partnership with copies of all such forms they file. The
Partnership understands from the information provided to it by
these individuals that, except for Messrs. Jewett, Wittmer and
Savage (a former director), each of whom made one inadvertently
late filing relating to one transaction, all filing requirements
applicable to the Insiders were adhered to for 1993.
27
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION.
</TABLE>
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term
Annual Compensa-
Compensation tion
(a) (b) (c) (d) (f) (i)
Restric- All Other
ted Unit Compensa-
Name and Salary Bonus Awards tion
Principal Position Year ($) ($) ($) ($)
-------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Richard L. Kinzel, 1993 173,692 396,000 66,000 166,913
President and Chief 1992 165,837 378,466 68,200 102,428
Executive Officer 1991 157,500 355,600 -- 19,374
James L. Miears, 1993 119,827 199,000 31,000 77,813
Executive Vice Presi- 1992 112,510 192,123 29,600 52,228
dent and General Mana- 1991 105,000 158,000 -- 19,374
ger-Cedar Point Park
Bruce A. Jackson, 1993 115,327 191,000 31,500 23,313
Corporate Vice Presi- 1992 108,010 187,564 28,200 27,228
dent-Finance and Chief 1991 100,500 151,200 -- 19,374
Financial Officer
William E. Near, 1993 127,885 166,000 31,000 29,613
Vice President and 1992 115,135 155,258 31,500 23,228
General Manager-Dorney 1991 105,000 115,000 -- 19,374
Park
Walter R. Wittmer, 1993 109,692 182,000 31,000 50,313
Vice President and 1992 101,904 183,615 26,100 36,028
General Manager- 1991 97,000 120,000 -- 19,186
Valleyfair Park
Notes To Summary Compensation Table:
Column (f) Restricted Unit Awards. The aggregate number of restricted
Cedar Fair, L.P. depositary units, representing limited
partner interests, awarded to Messrs. Kinzel, Miears, Jackson,
Near and Wittmer as of December 31, 1993, together with their
market value at yearend, were 4,566 ($159,825), 2,051
($71,791), 2,012 ($70,420), 2,124 ($74,351) and 1,916
($67,076), respectively. These units will accrue additional
units on the date of each quarterly distribution paid by the
Registrant, calculated at the NYSE closing price on that date.
Column (i) All Other Compensation. Comprises amounts accrued under the
following plans:
28
<PAGE>
1.Profit Sharing Retirement Plan - With respect to
1993, $17,016 was credited to the accounts of each
of the named executive officers.
2.Employees' Savings and Investment Plan - With
respect to 1993, $4,497 was credited to the
accounts of each of the named executive officers.
3.Supplemental Retirement Benefits - With respect to
1993, the amounts credited to the accounts of
Messrs. Kinzel, Miears, Jackson, Near and Wittmer
were $145,400, $56,300, $1,800, $8,100 and
$28,800, respectively.
Cash bonuses, restricted unit awards, and supplemental retirement
benefits provided to the Partnership's executive officers are
reimbursed by the Managing General Partner out of funds provided
by management and incentive fees and cash distributions from the
Partnership.
COMPENSATION OF DIRECTORS.
The Board of Directors establishes the fees paid to Directors and
Board Committee members for services in those capacities. The
current schedule of such fees is as follows:
1.For service as a member of the Board, $15,000 per annum,
payable quarterly, plus $1,000 for attendance at each
meeting of the Board;
2.For service as a Board Committee member, $250 for
attendance at each Committee meeting held on the same date
on which the Board of Directors meets or $1,000 for
attendance at any additional Committee meeting held on a
date other than a date on which the Board of Directors
meets; and
3.For service as Chairman of a Committee of the Board, a fee
of $2,500 per annum.
These fees are payable only to non-management Directors.
Management Directors receive no additional compensation for
service as a Director. All Directors receive reimbursement from
the Partnership for expenses incurred in connection with service
in that capacity.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-
CONTROL ARRANGEMENTS.
Severance Compensation.
In July 1993, all regular, full-time, non-union affiliated
employees, including the named executive officers, who have been
employed by the Partnership for at least one year became eligible
29
<PAGE>
for severance compensation under the Cedar Fair, L.P. Severance
Pay Plan. Under the Plan, employees are generally eligible for
severance pay if their employment is terminated due to the
elimination of the job or position, a mutually agreed-upon
separation of the employee due to performance, or a change in
ownership which results in replacement of the employee by the new
owner. Upon termination of employment where severance
compensation is payable under the Plan, the employee is entitled
to receive a payment based on the following schedule:
Length of Service Severance Pay
--------------------------- --------------------------
1 year through 10 years One week of pay for each
full year of service
11 years through 30 years Ten weeks pay plus two
weeks of pay for each full
year of service in excess
of 10
31 years or more Fifty-two weeks of pay
Restricted Unit Awards.
Restricted unit awards represent the named executive officer's
right to receive newly issued Cedar Fair, L.P. units at specified
future dates if the individual is still employed by the
Partnership at that time. The dollars allocated to each officer
are converted to a number of deferred Partnership units based on
the NYSE closing price on the first Monday in December of the
year granted. These units, together with quarterly distributions
thereon, vest in years three through five after date of grant.
In the event of death, total disability, retirement at age 62 or
over, removal of the Managing General Partner, or a "change-in-
control" of the Partnership (as defined), all accrued units for a
participant will become fully vested and will be issued at the
time of such event. Failure to remain an employee of the
Partnership on any vesting date for any other reason will result
in the forfeiture of all unissued deferred units of a
participant.
Supplemental Retirement Benefits.
Supplemental retirement benefits represent the named executive
officer's right to receive benefits from the Partnership upon
retirement at age 62 or over, with a minimum of 20 years' service
to the Partnership, its predecessors and/or successors. Amounts
are allocated among the executive officers as approved by the
Compensation Committee of the Board, based on a target annual
retirement benefit (including amounts projected to be available
from the Partnership's profit sharing retirement plan) of 57.5%
30
<PAGE>
of average base salary projected for the three years prior to
retirement at age 65. Each officer's account accrues interest at
the prime rate as established from time to time by the
Partnership's lead bank, beginning on December 1 of the year of
grant. Executive officers leaving the employ of the Partnership
prior to reaching age 62 or with less than 20 years of service
will forfeit their entire balance. In the event of death, total
disability, retirement at age 62 or over with at least 20 years'
service, or removal of the Managing General Partner (unless
resulting from reorganization of the Partnership into corporate
form), all amounts accrued will become immediately and fully
vested and payable to the executive officers. In the event of a
"change-in-control" (as defined), all amounts accrued will become
fully vested and will be funded in a trust, for the benefit of
the executive officers when they reach age 62, die, or become
totally disabled, whichever occurs first. At each executive
officer's option, the accrued balance may be distributed in a
lump sum or in a number of future payments over a period not to
exceed 10 years.
31
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
A. Security Ownership of Certain Beneficial Owners.
The following table sets forth information obtained by the Partnership from
Schedule 13G filings with the Securities and Exchange Commission concerning
the beneficial ownership (determined in accordance with the rules of the
Securities and Exchange Commission) by parties known to the Partnership to
own more than 5 percent of its Depositary Units representing limited
partner interests as of February 18, 1994.
</TABLE>
<TABLE>
<CAPTION>
Amount and Nature of Beneficial Ownership
Name of Percent
Beneficial Beneficial of Investment Power Voting Power
Owner Ownership Units Sole Shared Sole Shared
--------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
FMR Corp. 2,284,400 10.27 2,284,400 -0- 465,600 -0-
82 Devonshire
Street
Boston, MA 02109
Pearson plc 1,268,024 5.70 -0- 1,268,024 -0- 1,268,024
Millbank Tower
London, England
SW1P 4QZ
State of 1,153,300 5.19 1,153,300 -0- 1,153,300 -0-
Wisconsin
Investment Board
P. O. Box 7842
Madison,
Wisconsin 53707
32
<PAGE>
B. Security Ownership of Management.
The following table sets forth the number of Depositary Units
representing limited partner interests beneficially owned by each
Director and named executive officer and by all officers and Directors
as a group as of February 18, 1994.
</TABLE>
<TABLE>
<CAPTION>
Amount and Nature of Beneficial Ownership
Benefi-
cial Percent
Name of Own- Investment Power Voting Power of
Beneficial Owner ership Sole Shared Sole Shared Units
-------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Richard L. Kinzel (1) 264,060 68,445 195,615 68,445 195,615 1.2
Mary Ann Jorgenson (2) 382,388 200 382,188 200 382,188 1.7
Donald H. Messinger 200 200 -0- 200 0 *
James L. Miears (1) 206,027 9,217 196,810 9,217 196,810 *
Thomas A. Tracy 1,206 200 1,006 200 1,006 *
Bruce A. Jackson 13,618 13,618 -0- 13,618 -0- *
Walter R. Wittmer (3) 4,365 4,215 150 4,215 150 *
William E. Near (1) 205,134 2,124 203,010 2,124 203,010 *
All Directors and
officers as a group (24
individuals) 790,365 179,261 611,104 179,261 611,104 3.6
* Less than one percent of outstanding units.
(1) Includes 191,510 units held by a corporation of which Messrs.
Kinzel, Miears and Near, together with certain current and former
executive officers of the Partnership, are shareholders and, under
Rule 13d-3 of the Securities and Exchange Commission, are deemed to be
the beneficial owners of these units by having shared investment and
voting power. Messrs. Kinzel, Miears and Near disclaim beneficial
ownership of 165,700, 170,862 and 165,700, respectively, of these
units. The units owned by the corporation have been counted only once
in the total of the directors and executive officers as a group.
(2) Includes 381,988 units held by certain trusts of which Mrs.
Jorgenson and another partner of Squire, Sanders & Dempsey are trust
advisors, as to which Mrs. Jorgenson disclaims beneficial ownership.
(3) Includes 150 units held by Mr. Wittmer's son, as to which Mr.
Wittmer disclaims beneficial ownership.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Attention is directed to Notes 1 and 4 to the consolidated financial
statements located on pages 17 and 21 of this Form 10-K report, which
are incorporated herein by this reference.
33
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K.
A.1. Financial Statements
With respect to the consolidated financial statements of the
Registrant set forth below, attention is directed to Item 8
beginning on page 12 of this report, which is incorporated
herein by this reference.
(i) Consolidated Balance Sheets - December 31, 1993 and 1992.
(ii) Consolidated Statements of Operations - Years ended
December 31, 1993, 1992 and 1991.
(iii) Consolidated Statements of Partners' Equity - Years ended
December 31, 1993, 1992 and 1991.
(iv) Consolidated Statements of Cash Flows - Years ended
December 31, 1993, 1992 and 1991.
(v) Notes to Consolidated Financial Statements - December 31,
1993, 1992 and 1991.
(vi) Report of Independent Public Accountants.
A.2. Financial Statement Schedules
The following financial statement schedules are submitted in a
separate section of this report immediately following the
signature page.
(i) Report of Independent Public Accountants on Financial
Statement Schedules.
(ii) Schedule IV - Indebtedness of and to Related Parties.
(iii) Schedule V - Property, Buildings and Equipment.
(iv) Schedule VI - Accumulated Depreciation of Property,
Buildings and Equipment.
(v) Schedule X - Supplementary Income Statement Information.
All Schedules, other than those listed above, are omitted, as the
information is not required or is otherwise furnished.
34
<PAGE>
A.3. Exhibits
The exhibits listed below are submitted in a separate section of
this report immediately following the Exhibit Index.
</TABLE>
<TABLE>
<CAPTION>
Exhibit
Number Description
------------------------------------------------------------------
<S> <C>
3.1* Form of Third Amended and Restated Certificate and
Agreement of Limited Partnership of Cedar Fair, L.P.
(included as Exhibit A to the Prospectus).
3.2 Form of Admission and Substitution Agreement.
Incorporated herein by reference to Exhibit 3.2 to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1988.
3.3 Amendment No. 2 to Third Amended and Restated Agreement
of Limited Partnership of Cedar Fair, L.P., dated as of
December 31, 1992. Incorporated herein by reference to
Exhibit 3.3 to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1992.
4* Form of Deposit Agreement.
10.1* Registration Agreement between Cedar Fair, L.P. and
certain limited partners thereof.
10.3* Letter amending Registration Agreement between Cedar
Fair, L.P. and certain limited partners thereof.
10.4 Cedar Fair, L.P. $50,000,000, 9.15% Senior Notes Due
September 30, 1999 Note Agreement with PruCapital, Inc.
dated May 29, 1987. Incorporated herein by reference to
Exhibit (19) (a) to Registrant's Form 10-Q for the
quarter ended June 28, 1987.
10.5 Contribution Agreement by and among Dorney Park Coaster
Company, Wildwater Kingdom, Inc. and the Registrant,
dated July 21, 1992. Incorporated herein by reference to
Registrant's Form 8-K filed August 4, 1992.
10.9 Credit Agreement dated as of February 23, 1990 between
Cedar Fair, L.P. and Ameritrust Company National
Association, National Bank of Detroit and National City
Bank. Incorporated herein by reference to Exhibit 10.9
to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1989.
10.10 First Amendment adopted April 27, 1990, to Credit
Agreement dated February 23, 1990. Incorporated herein
by reference to Exhibit 10 to Registrant's Form 10-Q for
the quarter ended March 25, 1990.
10.11 Second Amendment adopted April 1, 1991, to Credit
Agreement dated February 23, 1990. Incorporated herein
by reference to Exhibit 10 to Registrant's Form 10-Q for
the quarter ended June 30, 1991.
10.12 Third Amendment adopted July 10, 1992, to Credit
Agreement dated February 23, 1990. Incorporated herein
by reference to Exhibit 10 to Registrant's Form 10-Q for
the quarter ended June 28, 1992.
35
<PAGE>
10.13 Fourth Amendment adopted as of May 19, 1993, to Credit
Agreement dated February 23, 1990.
10.15 Bonus and Incentive Compensation Policy for Officers of
Cedar Fair Management Company dated as of November 2,
1992. Incorporated herein by reference to Exhibit 10.15
to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1992.
21* Subsidiaries of Cedar Fair, L.P.
* Incorporated herein by reference to the Registration
Statement on Form S-1 of Cedar Fair, L.P., Registration
No. 1-9444, filed April 23, 1987.
B. Reports on Form 8-K.
The Registrant filed the following reports on Form 8-K during the
year ended December 31,1993.
1. December 31, 1993: Press release stating Cedar Fair
Management Company, the Managing General Partner of the
Registrant, had elected a new Board of Directors.
36
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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)
DATED: March 20, 1994
/S/ Richard L. Kinzel
-----------------------
Richard L. Kinzel
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been executed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
</TABLE>
<TABLE>
<CAPTION>
Signature Title Date
----------------------------------------------------------------------
<S><C> <C> <C>
/S/Richard L. Kinzel President and Chief Executive March 20, 1994
---------------------- Officer, Director
Richard L. Kinzel
/S/Bruce A. Jackson Corporate Vice President-Finance March 20, 1994
---------------------- (Chief Financial Officer)
Bruce A. Jackson
/S/Charles M. Paul Controller March 20, 1994
---------------------- (Principal Accounting Officer)
Charles M. Paul
/S/Mary Ann Jorgenson Director March 20, 1994
----------------------
Mary Ann Jorgenson
/S/Donald H. Messinger Director March 20, 1994
----------------------
Donald H. Messinger
/S/James L. Miears Director March 20, 1994
----------------------
James L. Miears
/S/Thomas A. Tracy Director March 20, 1994
----------------------
Thomas A. Tracy
37
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULES
To the Partners of Cedar Fair, L.P.:
We have audited in accordance with generally accepted auditing
standards, the consolidated financial statements included in
this Form 10-K, and have issued our report thereon dated
January 21, 1994. Our audit was made for the purpose of
forming an opinion on those statements taken as a whole. The
schedules listed in the index of financial statement schedules
are the responsibility of the Partnership's management and are
presented for purposes of complying with the Securities and
Exchange Commission's rules and are not part of the basic
financial statements. These schedules have been subjected to the
auditing procedures applied in the audit of the basic financial
statements and, in our opinion, fairly state in all material
respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN & CO.
Cleveland, Ohio,
January 21, 1994.
38
<PAGE>
</TABLE>
<TABLE>
SCHEDULE IV
CEDAR FAIR, L.P.
Indebtedness of and to Related Parties - Not Current
Years Ended December 31, 1993, 1992 and 1991
(In thousands)
<CAPTION>
Col. A Col. B Col. C Col. D Col. E
Indebtedness of
Balance
at beg- Addi- Deduc- Balance
Name of person inning tions tions at end
---------------------------------------------------------
<S> <C> <C> <C> <C>
PruCapital, Inc.
1993
1992
1991
---------------------------------------------------------
<CAPTION>
Col. A Col. F Col. G Col. H Col. I
Indebtedness to
Balance
at beg- Addi- Deduc- Balance
Name of person inning tions tions at end
---------------------------------------------------------
<S> <C> <C> <C> <C>
PruCapital, Inc.
1993 $50,000 -- -- $50,000
1992 50,000 -- -- 50,000
1991 50,000 -- -- 50,000
39
<PAGE>
</TABLE>
<TABLE>
SCHEDULE V
CEDAR FAIR, L.P.
Property, Buildings and Equipment
Years Ended December 31, 1993, 1992 and 1991
(In thousands)
<CAPTION>
Column A Column B Column C Column D Column E Column F
Balance
at Balance
begin- Addi- at end
ning of tions at Retire- of
Classification period cost ments Other period
--------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Year Ended December 31, 1993
Land $22,632 $33 $0 $0 $22,665
Land improvements 23,664 3,301 (28) 0 26,937
Buildings 66,099 3,924 (100) 0 69,923
Rides and equipment 149,638 11,124 (2,237) 0 158,525
Construction in progress 3,519 5,431 0 0 8,950
--------------------------------------------------------------------------
Totals $265,552 $23,813 $(2,365) $0 $287,000
Year Ended December 31, 1992 (1)
Land $9,617 $13,015 $0 $0 $22,632
Land improvements 15,053 8,623 (12) 0 23,664
Buildings 56,749 9,586 (236) 0 66,099
Rides and equipment 115,234 35,258 (854) 0 149,638
Construction in progress 2,892 627 0 0 3,519
--------------------------------------------------------------------------
Totals $199,545 $67,109 $(1,102) $0 $265,552
Year Ended December 31, 1991
Land $9,517 $100 $0 $0 $9,617
Land improvements 13,532 1,526 (5) 0 15,053
Buildings 55,218 1,552 (21) 0 56,749
Rides and equipment 107,172 8,760 (698) 0 115,234
Construction in progres 4,497 (1,605) 0 0 2,892
--------------------------------------------------------------------------
Totals $189,936 $10,333 $(724) $0 $199,545
(1) The 1992 additions include land, buildings, rides and equipment of
Dorney Park & Wildwater Kingdom based upon their fair value of $51,175 at
the date of acquisition.
40
<PAGE>
</TABLE>
<TABLE>
SCHEDULE VI
CEDAR FAIR, L.P.
Accumulated Depreciation of Property, Buildings and Equipment
Years Ended December 31, 1993, 1992 and 1991
(In thousands)
<CAPTION>
Column A Column B Column C Column D Column E Column F
Addi-
Balance tions
at charged Balance
begin- to costs at end
ning of and Retire- of
Classification period expenses ments Other period
--------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Year Ended December 31, 1993
Land improvements $4,729 $1,142 $(28) $0 $5,843
Buildings 16,373 2,552 (100) 0 18,825
Rides and equipment 54,647 10,311 (2,237) 0 62,721
--------------------------------------------------------------------------
Totals $75,749 $14,005 $(2,365) $0 $87,389
Year Ended December 31, 1992 (1)
Land improvements $3,887 $854 $(12) $0 $4,729
Buildings 14,299 2,310 (236) 0 16,373
Rides and equipment 46,579 8,922 (854) 0 54,647
--------------------------------------------------------------------------
Totals $64,765 $12,086 $(1,102) $0 $75,749
Year Ended December 31, 1991
Land improvements $3,181 $711 $(5) $0 $3,887
Buildings 12,241 2,079 (21) 0 14,299
Rides and equipment 39,885 7,392 (698) 0 46,579
--------------------------------------------------------------------------
Totals $55,307 $10,182 $(724) $0 $64,765
(1) The 1992 data includes depreciation of the assets of Dorney Park &
Wildwater Kingdom for the period following its acquisition.
41
<PAGE>
</TABLE>
<TABLE>
SCHEDULE X
CEDAR FAIR, L.P.
Supplementary Income Statement Information
Years Ended December 31, 1993, 1992 and 1991
(In thousands)
<CAPTION>
Column A Column B
Charged to costs and expenses
Item 1993 1992 (1) 1991
---------------------------------------------------------------------------
<S> <C> <C> <C>
Maintenance and repairs $14,241 $11,444 $9,319
Taxes, other than payroll and income taxes:
Real estate and personal property $2,570 $2,236 $1,907
Other 568 505 461
$3,138 $2,741 $2,368
Advertising costs $9,448 $6,970 $6,089
(1) The 1992 data includes the costs and expenses of Dorney Park &
Wildwater Kingdom for the period following its acquisition.
42
<PAGE>
</TABLE>
<TABLE>
ANNUAL REPORT ON FORM 10-K
CEDAR FAIR, L.P.
For the Year Ended December 31, 1993
EXHIBIT INDEX
<CAPTION>
Exhibit Page
------------------------------------------------------------------------
<S> <C> <C>
3.1 Form of Third Amended and Restated Certificate and
Agreement of Limited Partnership of Cedar Fair, L.P. *
3.2 Form of Admission and Substitution Agreement. *
3.3 Amendment No. 2 to Third Amended and Restated Agreement of
Limited Partnership of Cedar Fair, L.P., dated as of *
December 31, 1992.
4 Form of Deposit Agreement. *
10.1 Registration Agreement between Cedar Fair, L.P. and certain *
limited partners thereof.
10.3 Letter amending Registration Agreement between Cedar Fair,
L.P. and certain limited partners thereof. *
10.4 Cedar Fair, L.P. $50,000,000, 9.15% Senior Notes Due
September 30, 1999 Note Agreement with PruCapital, Inc. *
dated May 29, 1987.
10.5 Contribution Agreement by and among Dorney Park Coaster
Company, Wildwater Kingdom, Inc. and the Registrant, dated *
July 21, 1992.
10.9 Credit Agreement dated as of February 23, 1990 between
Cedar Fair, L.P. and Ameritrust Company National
Association, National Bank of Detroit and National City *
Bank
10.10 First Amendment adopted April 27, 1990, to Credit Agreement
dated February 23, 1990. *
10.11 Second Amendment adopted April 1, 1991, to Credit Agreement
dated February 23, 1990. *
10.12 Third Amendment adopted July 10, 1992, to Credit Agreement
dated February 23, 1990. *
10.13 Fourth Amendment adopted as of May 19, 1993, to Credit
Agreement dated February 23, 1990. 44
10.15 Bonus and Incentive Compensation Policy for Officers of
Cedar Fair Management Company dated as of November 2, 1992. *
21 Subsidiaries of Cedar Fair, L.P. *
* Incorporated herein by reference; see Item 14(A) (3).
43
<PAGE>
</TABLE>
EXHIBIT 10.13
AMENDMENT AGREEMENT (FOURTH)
AMENDMENT AGREEMENT (FOURTH) entered into as of the 19th day of
May, 1993, by CEDAR FAIR, L.P., a Delaware limited partnership
("Borrower"), SOCIETY NATIONAL BANK, successor by merger to
Ameritrust Company National Association ("Agent" and a "Bank"),
NBD BANK, N.A. and NATIONAL CITY BANK (together with the Agent,
the "Banks"):
WHEREAS, Borrower and the Banks are parties to a certain credit
agreement dated as of February 23, 1990, as amended, which
provides for, among other things, revolving credits to the
Borrower aggregating One Hundred Million Dollars ($100,000,000)
until March 31, 1995, all upon certain terms and conditions (said
credit agreement, as so amended, being hereinafter referred to as
the "Credit Agreement");
WHEREAS, Borrower and the Banks now desire to further amend the
Credit Agreement for the purpose of, among other things,
extending the maturity date of the Commitment Period and any
Revolving Credit Loans made by the Banks pursuant to their
Commitments from March 31, 1995 to March 31, 1996, and making
certain other amendments to the Credit Agreement;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained and for other valuable considerations,
Borrower and the Banks agree as follows:
1. Each term used but not otherwise defined herein shall have
the meaning ascribed to it in the Credit Agreement.
2. The Credit Agreement is hereby amended by deleting the date
"March 31, 1995" wherever it appears in the first paragraph of
Subsection 3.1, and substituting in place thereof, the date
"March 31, 1996".
3. The Credit Agreement is hereby amended by deleting subparts
(C) and (D) from the first paragraph of Subsection 3.1, and
substituting the following in place thereof:
"(C) $10,000,000 between May 19, 1993 and May 31, 1994,
(D) $7,500,000 between June 1, 1994 and May 31, 1995, and
(E) $5,000,000 thereafter;".
44
<PAGE>
4. The Credit Agreement is hereby amended by deleting the words
"on October 31, 1993" from line 7 of the last paragraph on page
3, and substituting the words "at the end of the Commitment
Period" in place thereof.
5. The Credit Agreement is hereby amended by deleting Subsection
17.3 in its entirety, and substituting the following in place
thereof:
" 17.3. "Prime Rate" shall mean that interest rate
established from time to time by Agent, as Agent's Prime
Rate, whether or not such rate is publicly announced; the
Prime Rate may not be the lowest interest rate charged by
Agent for commercial or other extensions of credit."
6. The Credit Agreement is hereby amended by deleting the words
"Base Lending Rate" wherever they appear in the Credit Agreement
and substituting the words "Prime Rate" in place thereof.
7. The Credit Agreement is hereby amended by deleting the words
"Base Lending Rate Loans" wherever they appear in the Credit
Agreement and substituting the words "Prime Rate Loans" in place
thereof.
8. The Credit Agreement is hereby amended by deleting the
address of the Agent on the signature page, and substituting "127
Public Square, Cleveland, Ohio 44114-1306" in place thereof.
9. The Credit Agreement is hereby amended by deleting the date
"March 31, 1995" from Subsection 17.8 and substituting in place
thereof, the date "March 31, 1996".
10. The Credit Agreement is hereby amended by deleting the date
"December 31, 1995" from lines 8-9 of Subsection 17.9, and
substituting in place thereof, the date "December 31, 1996".
11. The Credit Agreement is hereby amended by deleting subparts
(C) and (D) from Subsection 17.15, and substituting the following
in place thereof:
"(C) $10,000,000 between May 19, 1993 and May 31, 1994,
(D) $7,500,000 between June 1, 1994 and May 31, 1995, and
(E) $5,000,000 thereafter;".
12. The Credit Agreement is hereby amended by deleting subparts
(C) and (D) from Subsection 17.25, and substituting the following
in place thereof:
"(C) $10,000,000 between May 19, 1993 and May 31, 1994,
(D) $7,500,000 between June 1, 1994 and May 31, 1995, and
(E) $5,000,000 thereafter;"
45
<PAGE>
13. The Credit Agreement is hereby amended by deleting
Exhibit A in its entirety and inserting in place thereof a new
Exhibit A in the form of Exhibit A attached hereto.
14. Concurrently with the execution of this Amendment Agreement
(Fourth), Borrower shall execute and deliver to each of the Banks
a Revolving Credit Note dated as of February 23, 1990 in the
amount of that Bank's Commitment and being in the form and
substance of Exhibit A attached hereto with the blanks
appropriately filled. After receipt of such new Revolving Credit
Note, each Bank will mark the Revolving Credit Note being
replaced hereby "Replaced" and return the same to Borrower.
15. Borrower agrees to pay all legal expenses reasonably
incurred by the Banks and the Agent in connection with the
preparation and execution of this Amendment Agreement (Fourth).
16. Borrower hereby represents and warrants to the Banks that
(a) Borrower has the legal power and authority to execute and
deliver this Amendment Agreement (Fourth) and the Notes; (b) the
officials executing this Amendment Agreement (Fourth) and the
Notes have been duly authorized to execute and deliver the same
and bind Borrower with respect to the provisions thereof; (c) the
execution and delivery of this Amendment Agreement (Fourth) and
the Notes by Borrower and the performance and observance by
Borrower of the provisions thereof do not violate or conflict
with the organizational agreements of Borrower or any law
applicable to Borrower or result in a breach of any provision of
or constitute a default under any other agreement, instrument or
document binding upon or enforceable against Borrower; and (d)
this Amendment Agreement (Fourth) and the Notes constitute a
valid and binding obligation of Borrower in every respect.
17. No Possible Default exists under the Credit Agreement, nor
will any occur immediately after the execution and delivery of
this Amendment Agreement (Fourth) by the performance or
observance of any provision hereof.
18. Each reference to the Credit Agreement that is made in the
Credit Agreement or any other writing shall hereafter be
construed as a reference to the Credit Agreement as amended
hereby. Except as herein otherwise specifically provided, all
provisions of the Credit Agreement shall remain in full force and
effect and be unaffected hereby.
19. This Amendment Agreement (Fourth) may be executed in any
number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed and
delivered shall be deemed to be an original and all of which
taken together shall constitute but one and the same agreement.
46
<PAGE>
20. The rights and obligations of all parties hereto shall be
governed by the laws of the State of Ohio.
Address: P.O. Box 5006 CEDAR FAIR, L.P.
Sandusky, Ohio
44871-8006 By: Cedar Fair Management Company,
Managing General Partner
By: /S/Thomas W. Salamone
Title: Treasurer
Address: 127 Public Square SOCIETY NATIONAL BANK, individually
Cleveland, Ohio and as Agent
44114-1306 By: /S/Richard A. Pohle
Title: Vice President
Address: 611 Woodward Ave. NBD BANK, N.A.
Detroit, Michigan
48232 By: /S/Lisa A. Ferris
Title: Vice President
Address: 1900 East 9th St. NATIONAL CITY BANK
Cleveland, Ohio
44114 By: /S/W.J. Barlow McWilliams
Title: Vice President
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EXHIBIT A
REVOLVING CREDIT NOTE
$
Cleveland, Ohio
Dated as of February 23, 1990
FOR VALUE RECEIVED, the undersigned, CEDAR FAIR, L.P. (the
"Borrower") promises to pay at the end of the Commitment Period
to the order of
(the "Bank") at the Main Office of Society National Bank, 127
Public Square, Cleveland, Ohio 44114-1306, the principal sum of
DOLLARS
or the aggregate unpaid principal amount of all loans evidenced
by this note made by the Bank to the Borrower pursuant to
subsection 3.1 of the credit agreement hereinafter referred to,
whichever is less, in lawful money of the United States of
America. Capitalized terms used herein shall have the meanings
ascribed to them in said credit agreement.
The Borrower promises also to pay interest on the unpaid
principal amount of each loan from time to time outstanding from
the date of such loan until the payment in full thereof at the
rates per annum which shall be determined in accordance with the
provisions of subsection 3.1 of the credit agreement. Said
interest shall be payable on each date provided for in subsection
3.1; provided, however, that interest on any principal portion
which is not paid when due shall be payable on demand.
The portions of the principal sum hereof from time to time
representing Prime Rate Loans, Domestic Fixed Rate Loans, LIBOR
Loans and Transaction Loans, and payments of principal of any
thereof, will be shown on the grid(s) attached hereto and made a
part hereof. All loans by the Bank to the Borrower pursuant to
the credit agreement and all payments on account of principal
hereof shall be recorded by the Bank prior to transfer hereof and
endorsed on such grid(s).
If this note shall not be paid at maturity, whether such
maturity occurs by reason of lapse of time or by operation of any
provision for acceleration of maturity contained in the credit
agreement hereinafter referred to, the principal hereof and the
unpaid interest thereon shall bear interest, from the date of
such nonpayment until paid, for Prime Rate Loans, Domestic Fixed
Rate Loans, LIBOR Loans and Transaction Loans at a rate per annum
which shall be equal to two per cent (2%) in excess of the Prime
Rate from time to time in effect. All payments of principal of
and interest on this note shall be made in immediately available
funds.
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This note is one of the Revolving Credit Notes referred to in
the credit agreement dated as of the 23rd day of February, 1990,
as amended, between the Borrower, the Banks named therein and
Society National Bank, successor by merger to Ameritrust Company
National Association, as Agent. Reference is made to such credit
agreement for a description of the right of the undersigned to
anticipate payments hereof, the right of the holder hereof to
declare this note due prior to its stated maturity, and other
terms and conditions upon which this note is issued.
The holder hereof agrees that no recourse under or in respect
of this note shall be had against any partner, shareholder of a
partner or partner of a partner of Borrower by the enforcement of
any assessment or by any legal or equitable proceedings, by
virtue of statute or otherwise, it being expressly agreed that no
personal liability whatsoever shall attach to or be incurred by
the aforesaid partners, shareholders of partners or partners of
partners or any of them under or by reason of this note; provided
that the foregoing limitation of liability shall in no way
constitute a limitation on the right of the holder of this note
to enforce its remedies against Borrower's assets for the
collection of amounts due and owing hereunder or under the credit
agreement.
Address: P.O. Box 5006 CEDAR FAIR, L.P.
Sandusky, Ohio
44871-8006 By: Cedar Fair Management Company,
Managing General Partner
By:
Title:
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