<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
AMENDMENT TO APPLICATION OR REPORT
Filed Pursuant to Section 13 or 15(d) of The Securities Exchange
Act of 1934
Cedar Fair, L.P.
(Exact name of Registrant as specified in its charter)
AMENDMENT NO. 1
The undersigned Registrant hereby amends the following items,
financial statements, exhibits or other portions of its Current
Report on Form 8-K filed August 11, 1995 as set forth in the
pages attached hereto:
Item 7: (a)
(b)
Pursuant to the requirements of The Securities Exchange Act of
1934, the Registrant has duly caused this amendment to be signed
on its behalf by the undersigned, hereunto duly authorized.
Cedar Fair, L.P.
(Registrant)
October 10, 1995 /s/ Bruce A. Jackson
Bruce A. Jackson
Corporate Vice President -
Finance
and Chief Financial Officer
<PAGE>
ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
(1) Hunt Midwest Entertainment, Inc.
Independent Auditors' Report
Balance Sheets as of December 31, 1994 and 1993
Statements of Operations and Retained Earnings for the
years ended December 31, 1994 and 1993
Statements of Cash Flows for the years ended December 31, 1994
and 1993
Notes to Financial Statements
(2) Hunt Midwest Entertainment, Inc. (unaudited)
Balance Sheet as of June 30, 1995 and 1994
Statements of Operations for the six months ended June 30, 1995
and 1994
Statements of Cash Flows for the six months ended June 30, 1995
and 1994
Notes to Financial Statements
(b) Pro Forma Financial Information
Cedar Fair, L.P. Pro Forma Condensed Consolidated
Financial Information (unaudited)
Pro Forma Condensed Consolidated Balance Sheet as of June 25, 1995
Pro Forma Condensed Consolidated Statement of Operations for the
year ended December 31, 1994
Pro Forma Condensed Consolidated Statement of Operations for the
six months ended June 25, 1995
Notes to Pro Forma Condensed Consolidated Balance Sheet and
Statements of Operations
(c) Exhibits
None
<PAGE>
HUNT MIDWEST
ENTERTAINMENT, INC.
(A Wholly-owned Subsidiary of
Hunt Midwest Enterprises, Inc.)
Financial Statements
December 31, 1994 and 1993
(With Independent Auditors' Report Thereon)
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Hunt Midwest Entertainment, Inc.:
We have audited the accompanying balance sheets of Hunt
Midwest Entertainment, Inc. (a wholly-owned subsidiary of Hunt
Midwest Enterprises, Inc.) as of December 31, 1994 and 1993
and the related statements of operations and retained earnings
and cash flows for the years then ended. These financial
statements are the responsibility of the Company'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 Hunt Midwest Entertainment, Inc. as of December
31, 1994 and 1993 and the results of its operations and its
cash flows for the years then ended in conformity with
generally accepted accounting principles.
/s/ KPMG Peat Marwick LLP
March 3, 1995
<PAGE>
HUNT MIDWEST ENTERTAINMENT, INC.
(A Wholly-owned Subsidiary of Hunt Midwest Enterprises, Inc.)
Balance Sheets
December 31, 1994 and 1993
<TABLE>
<CAPTION> 1994 1993
<S> <C> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 1,516,462 471,306
Accounts receivable 721,636 244,269
Due from parent (notes 5 and 7) 1,075,046 1,161,786
Current maturities of unsecured note 750,000 750,000
receivable from parent (notes 2 and 6)
Inventories:
Gifts and souvenirs 1,146,639 911,086
Repair parts and supplies 993,492 932,585
Prepaid expenses 279,337 159,354
Deferred income taxes (note 3) 369,149 325,409
Total current assets 6,851,761 4,955,795
Property and equipment (note 2):
Land 2,306,316 2,420,736
Land improvements 5,108,470 5,037,573
Buildings and exhibits 24,802,957 23,290,603
Equipment, furniture, fixtures and other 33,445,789 31,523,051
Construction in progress 465,091 429,282
66,128,623 62,701,245
Less accumulated depreciation 42,903,241 40,006,284
Net property and equipment 23,225,382 22,694,961
Unsecured note receivable from parent 2,250,000 3,000,000
(notes 2 and 6)
Other assets 26,095 36,649
$ 32,353,238 30,687,405
Liabilities and Stockholder's Equity
Current liabilities:
Current installments of long-term debt $ 2,474,000 1,749,000
(note 2)
Accounts payable 185,276 332,164
Due to parent and affiliate (note 5) 1,166,483 55,474
Accrued expenses and other liabilities 1,697,909 1,540,725
Total current liabilities 5,523,668 3,677,363
Long-term debt, excluding current 12,047,000 14,521,000
installments (note 2)
Deferred income taxes (note 3) 3,270,811 3,195,975
Other 42,929 32,929
Total liabilities 20,884,408 21,427,267
Stockholder's equity:
Common stock of $100 par value per share;
authorized 10,000 shares, 100,000 100,000
1,000 shares issued and outstanding
Retained earnings 11,368,830 9,160,138
11,468,830 9,260,138
Commitments and contingent liabilities
(notes 5 and 7)
$ 32,353,238 30,687,405
See accompanying notes to financial statements.
<PAGE>
HUNT MIDWEST ENTERTAINMENT, INC.
(A Wholly-owned Subsidiary of Hunt Midwest Enterprises, Inc.)
Statements of Operations and Retained Earnings
Years ended December 31, 1994 and 1993
<CAPTION> 1994 1993
<S> <C> <C> <C>
Revenue:
Tickets $ 16,999,676 15,056,603
Food and beverage 6,769,639 6,438,389
Gifts and souvenirs 2,210,039 1,962,971
Games and rentals 2,303,237 2,012,875
Other (note 5) 3,489,003 3,101,954
Total revenue 31,771,594 28,572,792
Costs and expenses:
Food and beverage 1,790,810 1,524,818
Gifts and souvenirs 1,215,433 1,041,688
Game prizes 569,847 523,588
Salaries, wages and employee benefits 10,193,560 9,847,877
(note 4)
Operating supplies and services 1,110,453 1,030,143
Repairs and maintenance 1,185,461 1,256,915
Advertising 3,644,998 3,502,992
Utilities 1,058,774 989,833
Professional services 968,230 842,658
Insurance 951,567 951,417
Depreciation 3,038,828 2,886,638
Taxes, other than income 1,398,737 1,312,851
Other 1,265,455 1,220,727
Total costs and expenses 28,392,153 26,932,145
Operating earnings 3,379,441 1,640,647
Other income (expenses):
Interest income (notes 5 and 6) 502,482 575,563
Interest expense (note 5) (1,405,978) (1,540,811)
Gain on sales of land (note 8) 1,553,705 -
Loss on sale of property and equipment,net (1,768) (7,297)
Total other income (expenses) 648,441 (972,545)
Earnings before income taxes 4,027,882 668,102
Income tax expense (note 3):
Current 1,580,983 248,018
Deferred 31,096 5,861
Total income tax expense 1,612,079 253,879
Net earnings 2,415,803 414,223
Retained earnings at beginning of year 9,160,138 9,665,600
Dividends paid (207,111) (919,685)
Retained earnings at end of year $ 11,368,830 9,160,138
See accompanying notes to financial statements.
<PAGE>
HUNT MIDWEST ENTERTAINMENT, INC.
(A Wholly-owned Subsidiary of Hunt Midwest Enterprises, Inc.)
Statements of Cash Flows
Years ended December 31, 1994 and 1993
<CAPTION> 1994 1993
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings $ 2,415,803 414,223
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation 3,038,828 2,886,638
Deferred income tax expense 31,096 5,861
Gain on sale of land (1,553,705) -
Loss on sale of property and equipment 1,768 7,297
Changes in assets and liabilities:
Accounts receivable (476,167) 107,800
Inventories (296,460) (142,637)
Prepaid expenses (119,983) (11,835)
Other assets 10,554 65,947
Accounts payable (146,888) 186,773
Accrued expenses and other liabilities 167,184 (215,928)
Due to/from parent and affiliate, net 1,196,549 (236,494)
Net cash provided by operating 4,268,579 3,067,645
activities
Cash flows from investing activities:
Capital expenditures, net of retirements (3,715,438) (2,639,126)
Net proceeds from sale of land 1,698,126 -
Collections of notes receivable from parent 750,000 934,638
and other
Net cash used in investing activities (1,267,312) (1,704,488)
Cash flows from financing activities:
Advances from affiliate - 7,500,000
Payments to affiliates - (10,600,000)
Net borrowings (repayments) under revolving - (1,350,000)
credit agreement
Principal payments on long-term debt (1,749,000) (1,749,000)
Dividends paid (207,111) (919,685)
Net cash used in financing activities (1,956,111) (7,118,685)
Net increase (decrease) in cash and 1,045,156 (5,755,528)
cash equivalents
Cash and cash equivalents at beginning of year 471,306 6,226,834
Cash and cash equivalents at end of year $ 1,516,462 471,306
Supplemental cash flow disclosures:
Cash paid for interest $ 1,185,355 1,125,495
Cash paid for income taxes to Hunt Midwest
Entertainment, Inc.'s parent $ 413,575 714,621
See accompanying notes to financial statements.
</TABLE>
<PAGE>
HUNT MIDWEST ENTERTAINMENT, INC.
(A Wholly-owned Subsidiary of Hunt Midwest Enterprises, Inc.)
Notes to Financial Statements
December 31, 1994 and 1993
(1) Summary of Significant Accounting Policies
(a)Business and Basis of Presentation
The principal business of Hunt Midwest Entertainment, Inc.
(the Company) is the operation of amusement parks which
are open from April through October of each year. The
Company is a wholly-owned subsidiary of Hunt Midwest
Enterprises, Inc. (Hunt Midwest).
(b)Cash Equivalents
For purposes of the statements of cash flows, the Company
considers all investments with an original maturity of
three months or less to be cash equivalents.
(c)Property and Equipment, Depreciation and Capitalized
Interest
Property and equipment are stated at cost at the date of
acquisition. Major renewals and betterments are
capitalized and routine maintenance and repairs are
expensed as incurred. Depreciation is provided on the
straight-line method using estimated lives of five to
fifteen years.
Interest costs incurred during the construction of rides at
the amusement parks are capitalized. No interest was
capitalized during 1994 and 1993.
(d)Inventories
Inventories, consisting principally of gifts and souvenirs
held for sale, repair parts and supplies are stated at
the lower of cost (first-in, first-out) or market (net
realizable value).
(e)Income Taxes
The Company is included in the consolidated federal and
state income tax returns filed by Hunt Midwest. The
Company has provided income taxes as computed on a
separate company basis. The current tax liability
(Continued)
<PAGE>
(benefit) as determined is payable to (recoverable from)
Hunt Midwest. The Company provides for income taxes in
accordance with Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes."
<PAGE>
HUNT MIDWEST ENTERTAINMENT, INC.
(A Wholly-owned Subsidiary of Hunt Midwest Enterprises, Inc.)
Notes to Financial Statements
(f) Self-insurance
The Company is self-insured for a maximum of $1,000,000 of
general liability claims incurred in any given year. A
liability for claims is accrued when payment is probable
and amounts are reasonably estimable.
(2) Long-term Debt
Long-term debt consists of the following at December 31,
1994 and 1993:
<TABLE>
<CAPTION> 1994 1993
<S> <C> <C> <C>
9 7/8% Series C notes payable,
interest due quarterly,
with annual principal payments of $ 2,280,000 2,850,000
$570,000 through December 19, 1998
10 3/10% Series D notes payable,
interest due quarterly, with annual
principal payments of $1,179,000 4,716,000 5,895,000
through December 19, 1998
Revolving term loan, due May 31, 1997,
interest at prime, adjusted monthly
(8.5% at December 31, 1994) 4,650,000 4,650,000
Note payable to parent, variable
interest, (7.615% at December 31,
1994) adjusted quarterly based
on LIBOR, due quarterly, with 2,875,000 2,875,000
annual principal payments of
$725,000 in 1995, 1996 and 1997,
and $350,000 in 1998 and 1999
Total long-term debt 14,521,000 16,270,000
Less current installments of long- 2,474,000 1,749,000
term debt
$ 12,047,000 14,521,000
</TABLE>
The Series C and D notes payable and the revolving term
loan are secured by all property and equipment of the
Company, 220,000 common shares of the Kansas City Chiefs
Football Club, Inc. (the Chiefs) held by a stockholder
of Hunt Midwest, and the $3,000,000 note receivable from
parent at December 31, 1994 (see note 6).
(Continued)
<PAGE>
HUNT MIDWEST ENTERTAINMENT, INC.
(A Wholly-owned Subsidiary of Hunt Midwest Enterprises, Inc.)
Notes to Financial Statements
The agreements relating to the Series C and D notes payable
and the revolving term loan provide various restrictive
covenants which, among other things, (1) restrict the
payment of dividends to 50% of the prior year's net
income, (2) restrict the issuance of additional
indebtedness or lease obligations, and (3) restrict the
making of additional investments and guarantees. These
agreements also require (1) minimum net working capital
of $500,000, (2) a current ratio of 110% at all times
except on September 30 and December 31, when the current
ratio must be 150%, and (3) net income available for
fixed charges be at least 125% for the last four
consecutive fiscal quarters. For purposes of
determining working capital and current ratio under the
debt agreements, current liabilities are reduced by the
current installments of Series C and D notes. At
December 31, 1994, the Company was in compliance with
these covenants.
The revolving term loan agreement provides for maximum
borrowings of $6,000,000 through May 31, 1997 with no
amounts due until 1997. The Company has pledged as
collateral property and equipment with a carrying value
of approximately $5,052,000 at December 31, 1994 and
amounts outstanding in excess of $3,000,000 are
guaranteed by Hunt Midwest.
In August 1993, the revolving term loan agreement was
amended whereby the Company obtained an additional
$4,000,000 line of credit, which renews monthly for a
thirteen-month period unless called, with no amounts due
until May 1997. A Second Deed of Trust on the
aforementioned property and equipment secures the line
of credit. No borrowings were outstanding under the
line of credit at December 31, 1994 and 1993.
<PAGE>
Maturities of long-term debt are as follows:
Year ending
December 31, Amount
1995 $ 2,474,000
1996 2,474,000
1997 7,124,000
1998 2,099,000
1999 350,000
Total long-term $ 14,521,000
debt
(Continued)
<PAGE>
HUNT MIDWEST ENTERTAINMENT, INC.
(A Wholly-owned Subsidiary of Hunt Midwest Enterprises, Inc.)
Notes to Financial Statements
(3) Income Taxes
Income tax expense (benefit) for the years ended December
31, 1994 and 1993 consists of the following:
<TABLE>
<CAPTION> 1994 1993
<S> <C> <C> <C>
Current:
Federal $ 1,326,704 227,111
State and local 254,279 20,907
Total current 1,580,983 248,018
Deferred:
Federal 26,095 5,365
State and local 5,001 496
Total deferred 31,096 5,861
Total income tax expense $ 1,612,079 253,879
</TABLE>
Actual income tax expense differs from the "expected"
income tax expense (computed by applying the statutory
federal corporate tax rate of 34% to earnings before
income taxes) as follows:
<TABLE>
<CAPTION> 1994 1993
<S> <C> <C> <C>
Computed "expected" income tax $ 1,369,480 227,155
expense
State and local income taxes,
net of federal income tax effect 171,125 14,126
Other 71,474 12,598
$ 1,612,079 253,879
</TABLE>
<PAGE>
The tax effects of temporary differences that give rise to
significant portions of deferred tax liabilities and
deferred tax assets at December 31, 1994 and 1993 are as
follows:
<TABLE>
<CAPTION> 1994 1993
<S> <C> <C> <C>
Deferred tax liabilities:
Property, plant and equipment,
principally due to differences $ (3,260,113) (3,227,266)
differences in depreciation
Other (338,180) (338,180)
Total gross deferred (3,598,293) (3,565,446)
liabilities
Deferred tax assets:
Accrued expenses 273,440 266,264
Deferred compensation 107,948 98,748
Other 315,243 329,868
Total gross deferred 696,631 694,880
assets
Net deferred tax $ (2,901,662) (2,870,566)
liability
</TABLE>
(Continued)
<PAGE>
HUNT MIDWEST ENTERTAINMENT, INC.
(A Wholly-owned Subsidiary of Hunt Midwest Enterprises, Inc.)
Notes to Financial Statements
A valuation allowance for deferred tax assets was not
necessary at December 31, 1994 or 1993.
(4) Pension Plan
The Company has a defined contribution pension plan
covering substantially all full-time employees. Pension
expense and contributions under the plan are determined
by the Board of Directors and are based upon a
percentage of eligible employees' compensation. Pension
expense amounted to approximately $161,000 and $205,000
in 1994 and 1993, respectively.
(5) Related Party Transactions
(a) Due From/To Parent
The Company pays for certain operating expenses of Hunt
Midwest and other affiliated companies during the year
and establishes a receivable for the portion of those
expenses that apply to the affiliates' operations and
cash advances. At December 31, 1994 and 1993, the
amounts due from parent and affiliates were $1,075,046
and $1,161,786, respectively. At December 31, 1994 and
1993, the amounts due to parent and affiliate totaled
$1,166,483 and $55,474, respectively, which consisted
primarily of short-term borrowings from Hunt Midwest,
income taxes payable to Hunt Midwest and other
intercompany payables.
The amounts due to/from parent are classified as current,
because it is the intention of management of the
respective companies to require repayment of such
balances as necessary. The parent has the ability to
repay these balances through their working capital,
future dividends from subsidiaries and borrowings
through a line of credit at an affiliated company.
The Company charged interest at prime, adjusted monthly
(7.75% at December 31, 1994), for all outstanding
advances during 1994. Interest earned on amounts due
from parent and affiliates amounted to $131,269 in 1994
and $117,217 in 1993.
<PAGE>
Interest expense on the advances from and note payable to
Hunt Midwest (see note 2) for the year ended December
31, 1994 and 1993 totaled $256,439 and $322,571,
respectively.
(b) Management Consulting Services Provided by Affiliates
The Company pays management consulting fees to Hunt Midwest
for certain administrative functions. For the years
ended December 31, 1994 and 1993, management consulting
fees amounted to $740,697 and $603,500, respectively,
including management consulting fees, described below,
paid to the Chiefs.
(Continued)
<PAGE>
HUNT MIDWEST ENTERTAINMENT, INC.
(A Wholly-owned Subsidiary of Hunt Midwest Enterprises, Inc.)
Notes to Financial Statements
Hunt Midwest has an agreement with the Chiefs, wherein the
Chiefs will provide management consulting services to
Hunt Midwest and its subsidiaries. Hunt Midwest
reimburses the Chiefs for certain management consulting
services, general business expenses and, effective
February 1, 1994, 50% of the cost of the Office of the
Chairman. The Company reimbursed Hunt Midwest for one-
third of these management fees which amounted to
$145,934 and $93,071 in 1994 and 1993, respectively.
(c) Other Services Provided by Affiliates
The Chiefs billed the Company for data processing services
and other services totaling $187,514 and $14,697 in 1994
and $169,460 and $15,182 in 1993, respectively. The
Company paid $13,440 in 1993 to Hunt Midwest Mining,
Inc. for various services.
The Company paid Hunt Midwest Real Estate Development, Inc.
(Hunt Midwest Real Estate) $87,674 in commissions
relating to land sales in 1994.
(d) Assignment of Mining Rights
During 1975, the Company entered into an agreement with
Hunt Midwest Real Estate, a wholly-owned subsidiary of
Hunt Midwest. Under the terms of that agreement, the
Company paid $75,000 and gave the right to mine and
remove all rock underlying approximately 160 acres of
the Company's property to Hunt Midwest Real Estate. In
return, Hunt Midwest Real Estate constructed a road,
approximately 3/4 mile long, over certain of the
Company's property and graded the adjoining land.
During 1981, the Company entered into a similar agreement
with Hunt Midwest Real Estate relating to development of
specified land in exchange for the right to mine the
rock underlying that area. The Company received
royalties based on tons amounting to $143,334 and
$206,854 in 1994 and 1993, respectively, pursuant to a
formula in the agreement. Hunt Midwest Real Estate
leases the mined out area for a period of ninety-nine
years. The Company receives rentals equal to 5% of the
gross rental revenues Hunt Midwest Real Estate receives
from subleases.
<PAGE>
(6) Unsecured Note Receivable From Parent
Under the terms of a loan agreement dated December 19, 1986
with Hunt Midwest, an unsecured note receivable was
established in the amount of $7,500,000. Interest at 9
7/8% is payable quarterly and principal is payable in
ten equal annual installments of $750,000 each,
commencing December 19, 1989 and each year thereafter
until paid in full. Interest earned on this note,
including current portions, amounted to $367,675 and
$441,737 for the years ended December 31, 1994 and 1993,
respectively.
(Continued)
<PAGE>
HUNT MIDWEST ENTERTAINMENT, INC.
(A Wholly-owned Subsidiary of Hunt Midwest Enterprises, Inc.)
Notes to Financial Statements
(7) Commitments and Contingent Liabilities
The Company is self-insured for general liability
insurance. The self-insurance covers maximum annual
losses of $1,000,000 for 1994 and 1993. All cumulative
losses incurred in any given year that exceed $1,000,000
are insured through an insurance carrier.
The Company has advanced funds amounting to $1,000,000 at
December 31, 1994 to Hunt Midwest for the payment of
future claims on the self-insured portion of general
liability insurance. Hunt Midwest has not restricted or
otherwise segregated these amounts.
A number of claims, suits and complaints have been filed
and are pending against the Company. Management
believes, based upon the advice of legal counsel, that
resolution of the claims, asserted or unasserted, if
any, will not have a material effect on the Company's
financial statements.
(8) Sale of Land
In 1994, the Company sold parcels of land adjacent to the
amusement parks for cash and recognized a gain of $1,553,705.
<PAGE>
HUNT MIDWEST ENTERTAINMENT, INC.
BALANCE SHEETS
AS OF JUNE 30, 1995 AND 1994
(Unaudited, in thousands)
<TABLE>
<CAPTION> 1995 1994
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $2,131 $2,127
Receivables 415 347
Inventories 3,228 2,708
Prepaids and other assets 253 294
Deferred income taxes 369 325
6,396 5,801
Land, buildings, rides and equipment, net 26,066 23,181
Receivables from affiliates 3,193 3,957
$35,655 $32,939
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities:
Current portion of long-term debt $ 1,749 $1,749
Accounts payable 2,104 1,434
Accrued liabilities 2,393 2,439
6,246 5,622
Long-term debt 10,022 13,396
Payables to affiliates 7,158 2,399
Deferred income taxes 3,004 3,095
Other liabilities 43 33
Stockholder's equity 9,182 8,394
$35,655 $32,939
See notes to financial statements for the six months ended June
30, 1995 and 1994.
<PAGE>
HUNT MIDWEST ENTERTAINMENT, INC.
STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1994
(Unaudited, in thousands)
<CAPTION> 1995 1994
<S> <C> <C>
Net revenues $10,946 $11,268
Costs and expenses 12,614 11,650
Depreciation and amortization 1,583 1,484
Operating income (loss) (3,251) (1,866)
Interest expense, net (659) (511)
Other income, net 99 934
Income (loss) before taxes (3,811) (1,443)
Income tax benefits (1,524) (577)
Net income (loss) $(2,287) $(866)
See notes to financial statements for the six months ended June
30, 1995 and 1994.
<PAGE>
HUNT MIDWEST ENTERTAINMENT, INC.
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1994
(Unaudited, in thousands)
<CAPTION> 1995 1994
<S> <C> <C>
CASH FLOWS FROM (FOR) OPERATING
ACTIVITIES
Net income (loss) $(2,287) $(866)
Adjustments to reconcile net income
(loss) to net cash from
operating activities
Depreciation and amortization 1,583 1,484
Gain on sale of fixed assets - (929)
Deferred income tax credit (267) (101)
Change in assets and liabilities:
(Increase) in inventories (1,087) (864)
Decrease (increase) in current and 357 (208)
other assets
Increase in accounts payable 1,919 1,102
Increase in other current 695 898
liabilities
Net cash from operating activities 913 516
CASH FLOWS FROM (FOR) INVESTING
ACTIVITIES
Proceeds from sale of fixed assets 13 1,001
Capital expenditures (4,435) (2,035)
Net cash (for) investing activities (4,422) (1,034)
CASH FLOWS FROM (FOR) FINANCING
ACTIVITIES
Net advances from affiliates 3,999 424
Net borrowings on long-term debt 125 1,750
Net cash from financing activities 4,124 2,174
Cash and cash equivalents:
Net increase for the period 615 1,656
Balance, beginning of period 1,516 471
Balance, end of period $2,131 $2,127
See notes to financial statements for the six months ended June
30, 1995 and 1994.
</TABLE>
<PAGE>
HUNT MIDWEST ENTERTAINMENT, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1994
(Unaudited)
Hunt Midwest Entertainment, Inc. owns and operates Worlds of Fun
and Oceans of Fun, located in Kansas City, Missouri. Worlds of
Fun and Oceans of Fun are a seasonal amusement park and water
park, respectively, which are open to the public from April
through October, with the majority of their revenues generated
during the peak vacation months of July and August. Due to the
highly seasonal nature of park operations, the results for the
interim periods presented are not indicative of the results to be
expected for the full fiscal year.
Basis of Presentation
The accompanying unaudited financial statements have been
prepared in accordance with generally accepted accounting
principles for interim financial information. Accordingly, they
do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial
statements. In the opinion of the Registrant, all adjustments
considered necessary for a fair presentation have been included.
For further information, refer to the financial statements and
footnotes thereto included elsewhere in this filing for the two
years ended December 31, 1994 and 1993.
Subsequent Event
On July 28, 1995, substantially all of the assets of Hunt Midwest
Entertainment, Inc. were acquired by the Registrant in a
transaction valued at $40 million. The purchase price consisted
of the assumption of approximately $16.5 million of liabilities
and the issuance of approximately 740,000 unregistered limited
partnership units.
<PAGE>
ITEM 7.(b) PRO FORMA FINANCIAL INFORMATION
The pro forma condensed consolidated balance sheet (unaudited) as
of June 25, 1995 and condensed consolidated statements of
operations (unaudited) for the year ended December 31, 1994 and
the six months ended June 25, 1995 give effect to the acquisition
of Hunt Midwest Entertainment, Inc. (HME) as if it had occurred
on June 25, 1995 for the condensed consolidated balance sheet and
January 1, 1994 and 1995, respectively, for the condensed
consolidated statements of operations. The pro forma information
is based on historical financial statements of the respective
companies giving effect to the acquisition under the purchase
method of accounting and the assumptions in the accompanying
notes to the pro forma condensed consolidated financial
statements.
The pro forma condensed consolidated financial statements have
been prepared by the Registrant's management based upon HME's
audited financial statements for the twelve months ended December
31, 1994 and unaudited financial statements for the six months
ended June 30, 1995. The 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. The pro forma condensed consolidated balance
sheet and condensed consolidated statements of operations should
be read in conjunction with the consolidated financial statements
and notes thereto included in the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1994.
<PAGE>
<TABLE>
CEDAR FAIR, L.P.
PRO FORMA
CONDENSED CONSOLIDATED BALANCE SHEET
June 25, 1995
(Unaudited, in thousands)
<CAPTION>
Cedar Hunt Midwest Pro Forma Pro Forma
Fair Entertainment, Adjustments Cedar
L.P. Inc. Fair, L.P.
<S> <C> <C> <C> <C> <C>
ASSETS
Current Assets:
Cash $3,753 $2,131 $(1,867) (a) $4,017
Receivables 6,398 415 (58) (b) 6,755
Inventories 9,211 3,228 (1,500) (b) 10,939
Prepaids and other assets 3,501 253 (21) (b) 3,733
Deferred income taxes - 369 (369) (c) -
22,863 6,396 (3,815) 25,444
Land, buildings, rides and 218,215 26,066 9,500 (d) 253,781
equipment, net
Receivables from affiliates - 3,193 (3,193) (a) -
Intangibles, net 11,270 - - 11,270
$252,348 $35,655 $2,492 290,495
LIABILITIES AND PARTNERS'
EQUITY
Current Liabilities:
Accounts payable $17,760 $2,104 $ - $ 19,864
Distribution payable to 12,636 - - 12,636
partners
Accrued liabilities 20,348 2,393 (1,121) (a) 21,620
Current portion of long- - 1,749 (1,749) (e) -
term debt
50,744 6,246 (2,870) 54,120
Other liabilities 3,430 43 (43) (a) 3,430
Long-Term Debt:
Revolving credit loan 59,200 - 11,771 (e) 70,971
Term debt 50,000 - - 50,000
Other - 10,022 (10,022) (e) -
109,200 10,022 1,749 120,971
Payables to affiliates - 7,158 (7,158) (a) -
Deferred income taxes - 3,004 (3,004) (c) -
Stockholder's equity - 9,182 (9,182) (f) -
Partners' Equity:
Special L.P. interests 5,290 - - 5,290
General partners 129 - - 129
Limited partners 83,555 - 23,000 (f) 106,555
88,974 - 23,000 111,974
$252,348 $35,655 $2,492 $290,495
See explanation of letter references on page 23.
<PAGE>
CEDAR FAIR, L.P.
PRO FORMA
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the year ended December 31, 1994
(Unaudited, in thousands)
<CAPTION> Pro Forma
Cedar Hunt Midwest Pro Forma Cedar
Fair, Entertainment, Adjustments Fair,
L.P. Inc. L.P.
<S> <C> <C> <C> <C> <C>
Net revenues $198,358 $31,771 $(143) (g) $229,986
Costs and expenses 115,382 25,353 (741) (h) 139,994
Depreciation and amortization 14,960 3,039 (895) (i) 17,104
130,342 28,392 (1,636) 157,098
Operating income 68,016 3,379 1,493 72,888
Interest expense, net 7,293 903 (357) (j) 7,839
Insurance claim settlements 2,102 - - 2,102
Other income, net - 1,552 (1,552) (g) -
Income before taxes 62,825 4,028 298 67,151
Income tax expense - 1,612 (1,612) (c) -
Net income $62,825 $2,416 $1,910 $67,151
Weighted average limited 22,267 23,007
partner units outstanding
Net income per limited $2.79 $ 2.89
partner unit
See explanation of letter references on page 23.
</TABLE>
<PAGE>
<TABLE>
CEDAR FAIR, L.P.
PRO FORMA
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For the six months ended June 25, 1995
(Unaudited, in thousands)
<CAPTION> Pro Forma
Cedar Hunt Midwest Pro Forma Cedar
Fair, Entertainment, Adjustments Fair,
L.P. Inc. L.P.
<S> <C> <C> <C> <C> <C>
Net revenues $55,301 $10,946 $ - $66,247
Costs and expenses 46,763 12,614 (408) (h) 58,969
Depreciation and amortization 5,500 1,583 (775) (i) 6,308
52,263 14,197 (1,183) 65,277
Operating income (loss) 3,038 (3,251) 1,183 970
Interest expense, net 3,846 659 (196) (j) 4,309
Other income, net - 99 (99) (g) -
Income (loss) before taxes (808) (3,811) 1,280 (3,339)
Income tax expense (benefit) - (1,524) 1,524 (c) -
Net income (loss) $(808) $(2,287) $(244) $(3,339)
Weighted average limited 22,293 23,033
partner units outstanding
Net income (loss) per limited $(.04) $(.14)
partner unit
See explanation of letter references on page 23.
</TABLE>
<PAGE>
CEDAR FAIR, L.P.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AND CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(a) Elimination of certain assets and liabilities not assumed
by Registrant at acquisition.
(b) Purchase accounting adjustments for certain assets
acquired.
(c) Elimination of HME's deferred tax assets and liabilities
and its income tax provisions and benefits due to Registrant's
partnership form of organization.
(d) Purchase accounting adjustments for fair value of land,
buildings, rides and equipment.
(e) Refinancing of HME's long-term debt by Registrant.
(f) To eliminate HME stockholder's equity and to record the
market value of Registrant's units issued at date of
acquisition.
(g) Elimination of income from transactions unrelated to
assets acquired by Registrant.
(h) Elimination of management fees charged to HME by
affiliates.
(i) To adjust depreciation for the assets acquired as a
result of (1) the adjustment of historical costs to fair
values at date of acquisition, and (2) differences in
depreciation methods and estimated useful lives of assets.
(j) Reduction of interest expense relating to the refinancing
of HME's long-term debt with revolving credit borrowings at
lower rates.
