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FORM 10 - Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 26, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________.
Commission file number 1-9444
CEDAR FAIR, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 34-1560655
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. BOX 5006, Sandusky, Ohio 44871-8006
(Address of principal executive offices)
(zip code)
(419) 626-0830
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has
filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that
the Registrant was required to file such reports), and
(2) has been subject to such filing requirements for
the past 90 days.Yes X No
Title of Class Units Outstanding As Of
Depositary Units August 1, 1994
(Representing Limited Partner 22,240,208
Interests)
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CEDAR FAIR, L.P.
INDEX
Part I - Financial Information
Item 1. Financial Statements 3-8
Item 2. Management's Discussion and 9
Analysis of Financial Condition
and Results of Operations
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K 10
Signatures 10
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PART I - FINANCIAL INFORMATION
Item 1. - Financial Statements
CEDAR FAIR, L.P.
CONSOLIDATED BALANCE SHEETS
[CAPTION]
(In thousands) 6/26/94 12/31/93
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[S] [C] [C]
ASSETS
Current Assets:
Cash and cash equivalents $ 4,359 $ 228
Receivables 7,035 1,154
Inventories 8,860 3,502
Prepaids 3,457 2,003
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23,711 6,887
Land, Buildings and Equipment:
Land 22,665 22,665
Land improvements 31,161 26,937
Buildings 71,551 69,923
Rides and equipment 174,531 158,525
Construction in progress 130 8,950
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300,038 287,000
Less accumulated depreciation (92,766) (87,389)
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207,272 199,611
Intangibles, net of amortization 11,645 11,861
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$242,628 $218,359
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Accounts payable $ 17,559 $ 5,033
Distribution payable to partners 11,232 11,232
Accrued interest 1,235 1,341
Accrued taxes 2,213 2,632
Accrued salaries, wages and benefits 7,167 5,471
Self insurance reserves 3,933 4,184
Other accrued liabilities 5,087 1,699
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48,426 31,592
Borrowed Funds:
Revolving credit loans 64,000 36,800
Term debt 50,000 50,000
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114,000 86,800
Partners' Equity:
Special L.P. interests 5,290 5,290
General partners 40 238
Limited partners, 22,240,208 units outstanding 74,872 94,439
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80,202 99,967
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$242,628 $218,359
The accompanying Notes to Consolidated Financial Statements are
an integral part of these balance sheets.
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CEDAR FAIR, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except per unit data)
[CAPTION]
Three months ended Twelve months ended
6/26/94 6/27/93 6/26/94 6/27/93
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[S] [C] [C] [C] [C]
Net revenues $ 55,346 $ 51,164 $ 183,191 $ 162,525
Costs and expenses:
Cost of products sold 6,248 5,897 19,895 17,953
Operating expenses 22,088 20,712 68,484 64,249
Selling, general and
administrative 6,665 6,687 20,887 20,065
Depreciation and amortization 5,552 5,473 14,546 13,744
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40,553 38,769 123,812 116,011
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Operating income 14,793 12,395 59,379 46,514
Interest expense, net 2,055 1,926 6,681 6,619
Insurance claim settlement -- -- 1,600 --
Deferred tax credit -- -- 11,000 --
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Net income 12,738 10,469 65,298 39,895
Net income allocated to general
partners 127 105 653 399
Net income allocated to limited
partners $ 12,611 $ 10,364 $ 64,645 $ 39,496
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Weighted average limited partner
units outstanding 22,262 22,251 22,258 22,182
Net income per limited partner
unit $ .57 $ .47 $ 2.90 $ 1.78
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The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.
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CEDAR FAIR, L.P.
CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY
(In thousands)
[CAPTION]
Special General Limited Total
L.P. Partners' Partners' Partners'
Interests Equity Equity Equity
[S] [C] [C] [C] [C]
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Balance at December 31, 1993 $ 5,290 $ 238 $ 94,439 $ 99,967
Allocation of net loss -- (100) (9,939) (10,039)
Distribution declared -- (112) (11,120) (11,232)
($.50 per limited partner unit)
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Balance at March 27, 1994 5,290 26 73,380 78,696
Allocation of net income -- 127 12,611 12,738
Distribution declared -- (113) (11,119) (11,232)
($.50 per limited partner unit)
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Balance at June 26, 1994 $ 5,290 $ 40 $ 74,872 $ 80,202
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The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.
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CEDAR FAIR, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
[CAPTION]
Three months Twelve months
ended ended
(In thousands) 6/26/94 6/27/93 6/26/94 6/27/93
[S] [C] [C] [C] [C]
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CASH FLOWS FROM (FOR) OPERATING ACTIVITIES
Net income $ 12,738 $ 10,469 $ 65,298 $ 39,895
Adjustments to reconcile net income to net
cash from operating activities
Depreciation and amortization 5,552 5,473 14,546 13,744
Deferred tax credit -- -- (11,000) --
Change in assets and liabilities net of
effects from purchase of Dorney Park &
Wildwater Kingdom:
(Increase) in inventories (2,064) (1,824) (237) (854)
(Increase) in current and other assets (6,130) (5,141) (2,304) (945)
Increase in accounts payable 7,476 2,356 5,029 23
Increase in other current liabilities 4,520 4,172 3,897 3,100
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Net cash from operating activities 22,092 15,505 75,229 54,963
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES
Capital expenditures (9,444) (8,311) (23,886) (19,548)
Acquisition of Dorney Park & Wildwater
Kingdom:
Land, buildings, rides and equipment
acquired -- -- -- (51,175)
Negative working capital assumed, net of
cash acquired -- -- -- 2,061
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Net cash (for) investing activities (9,444) (8,311) (23,886) (68,662)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
Net borrowings (payments) on revolving
credit loans 2,100 5,200 (5,100) 5,529
Distributions paid to partners (11,232) (10,390) (44,087) (39,720)
Acquisition of Dorney Park & Wildwater
Kingdom:
Borrowings on revolving credit loans for
refinancing of assumed long-term debt -- -- -- 26,971
Issuance of limited partnership units -- -- -- 21,160
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Net cash from (for) financing activities (9,132) (5,190) (49,187) 13,940
Cash and cash equivalents:
Net increase for the period 3,516 2,004 2,156 241
Balance, beginning of period 843 199 2,203 1,962
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Balance, end of period $ 4,359 $ 2,203 $ 4,359 $ 2,203
SUPPLEMENTAL INFORMATION
Cash payments for interest expense $ 3,227 $ 3,107 $ 6,695 $ 6,720
The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.
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CEDAR FAIR, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTERS ENDED
JUNE 26, 1994 AND JUNE 27, 1993
The accompanying consolidated financial statements have been
prepared from the financial records of Cedar Fair, L.P. (the
Partnership) without audit and reflect all adjustments which are,
in the opinion of management, necessary to fairly present the
results of the interim periods covered in this report.
Due to the highly seasonal nature of the Partnership's amusement
park operations, the results for the interim periods are not
indicative of the results to be expected for the full fiscal
year. Accordingly, the Partnership has elected to present
financial information regarding operations for the preceding
twelve month periods ended June 26, 1994 and June 27, 1993 to
accompany the quarterly results.
Because amounts for the 12 months ended June 26, 1994 include
actual 1993 third and fourth quarter operations, they are not
necessarily indicative of 1994 full calendar year operations.
The current 12-month period also includes a one-time, non-cash
credit for deferred taxes resulting from 1993 changes in federal
tax laws and a final insurance settlement of $1.6 million
relating to a claim for flood damage and business interruption at
the Partnership's Minnesota park in 1993.
The Partnership's operating results for the twelve months ended
June 27, 1993, include the results of its Pennsylvania park for
the period following its acquisition on July 21, 1992. Net
income per limited partner unit has been computed based on the
weighted average units outstanding for the applicable periods
which give effect to the 1,078,208 units issued in connection
with the acquisition as of that date.
(1) Significant Accounting and Reporting Policies
The Partnership's consolidated financial statements for the
quarters ended June 26, 1994 and June 27, 1993 included in this
Form 10-Q report have been prepared in accordance with the
accounting policies described in the Notes to Consolidated
Financial Statements for the year ended December 31, 1993 which
were included in the Form 10-K filed on March 23, 1994. Certain
information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted
pursuant to the rules and regulations of the Securities and
Exchange Commission. These financial statements should be read
in conjunction with the financial statements and the notes
thereto included in the Form 10-K referred to above.
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(2) Interim Reporting
The Partnership operates three amusement parks (Cedar Point in
Sandusky, Ohio, Valleyfair in Shakopee, Minnesota and Dorney Park
and Wildwater Kingdom near Allentown, Pennsylvania), all of which
are open to the public from early May to early October. These
parks generate virtually all of the Partnership's annual revenue
with the major portion concentrated in the third quarter during
the peak vacation months of July and August.
To assure that these highly seasonal operations will not result
in misleading comparisons of current and subsequent interim
periods, the Partnership has adopted the following reporting
procedures: (a) depreciation, advertising and certain seasonal
operating costs are expensed ratably during the operating season,
including certain costs incurred prior to the season and
amortized over the season and (b) all other costs are expensed as
incurred or ratably over the entire year.
(3) Acquisition
As discussed in Note (7) in the 1993 Annual Report to
Unitholders, on July 21, 1992, the Partnership acquired
substantially all of the assets of Dorney Park and Wildwater
Kingdom.
The table below summarizes the unaudited consolidated pro forma
results of operations assuming the acquisition had occurred at
the beginning of the twelve-month period ended June 27, 1993.
Net revenues $169,018,000
Net income 41,923,000
Net income per
limited partner unit $1.87
These pro forma results have been prepared for comparative
purposes only and do not purport to be indicative of what would
have occurred had the acquisition been made at the beginning of
the period presented, or of results which may occur in the
future.
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Net revenues of the Partnership's three amusement parks increased
8% to $55.3 million for the quarter ended June 26, 1994 from
$51.2 million for the quarter ended June 27, 1993. On a combined
basis this increase resulted from a 3% increase in early-season
attendance and a 6% increase in in-park guest per capita
spending. The increase in attendance resulted from Valleyfair's
rebound from the effects of last year's prolonged rains and
flooding, as well as the very successful debut of Cedar Point's
inverted roller coaster, Raptor. These gains were partially
offset by soft early-season attendance at Dorney Park.
Net income for the quarter increased 22% to $12.7 million, or
$.57 per limited partner unit, from $10.5 million, or $.47 per
unit, in 1993. Included in costs and expenses are approximately
$718,000 of incentive fees payable to the managing general
partner relating to the 1994 second quarter distribution, which
exceeded the minimum distribution as defined in the partnership
agreement by 17.75 cents per unit, or $3,988,000 in the
aggregate. This compares to $606,000 of incentive fees in the
1993 second quarter.
While Dorney Park's attendance is disappointing, every effort is
being made to tell the story of the "New Dorney" in its market
area and to realize the potential we believe the park is capable
of achieving. Both Cedar Point and Valleyfair continue to
experience strong attendance, which is encouraging as they move
into their peak period of operations.
Financial Condition
Current assets and liabilities are at normal seasonal levels at
June 26, 1994. In our highly seasonal business with investment
heavily concentrated in property and equipment, the negative
working capital ratio of 2.0 at June 26, 1994 is financially
advantageous.
The Partnership has available through March, 1996 a $95 million
revolving credit facility, of which $64.0 million was borrowed
and in use as of June 26, 1994. Seasonal cash flow and this
credit facility are expected to be adequate to meet current
working capital needs, planned capital expenditures and scheduled
distributions to partners.
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PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
Exhibits:
(a) Exhibits: None.
(b) Reports on Form 8-K: None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
CEDAR FAIR, L.P.
(Registrant)
By Cedar Fair Management Company
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Managing General Partner
Date: August 5, 1994 By Bruce A. Jackson
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Bruce A. Jackson
Vice President
(Chief Financial Officer)
By Charles M. Paul
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Charles M. Paul
Controller
(Chief Accounting Officer)
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