<PAGE>
FORM 10 - K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[x] 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, 1998
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
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 44871-5006
(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
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. [X]
The aggregate market value of Depositary Units held by non-
affiliates of the Registrant based on the closing price of such
units on February 1, 1999 of $24.00 per unit was $1,192,000,000.
Number of Depositary Units representing limited partner interests
outstanding as of February 1, 1999: 51,980,183.
*********************************
The Exhibit Index is located at Page 19
Page 1 of 20 pages
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CEDAR FAIR, L.P.
INDEX
<TABLE>
<CAPTION>
<S> <C> <C>
PART I PAGE
Item 1. Business 3
Item 2. Properties 7
Item 3. Legal Proceedings 7
Item 4. Submission of Matters to a Vote of
Security Holders 7
PART II
Item 5. Market for Registrant's Depositary
Units and Related Unitholder
Matters 8
Item 6. Selected Financial Data 8
Item 7. Management's Discussion and
Analysis of Financial Condition
and Results of Operations 8
Item 8. Financial Statements and
Supplementary Data 9
Item 9. Changes in and Disagreements with
Accountants on Accounting and
Financial Disclosure 9
PART III
Item 10. Directors and Executive Officers
of Registrant 10
Item 11. Executive Compensation 14
Item 12. Security Ownership of Certain
Beneficial Owners and Management 16
Item 13. Certain Relationships and Related 17
Transactions
PART IV
Item 14. Exhibits, Financial Statement
Schedules, and Reports on Form 8-K 18
Signatures 20
</TABLE>
<PAGE>
PART I
ITEM 1. BUSINESS.
Cedar Fair, L.P. is a publicly traded Delaware limited
partnership managed by Cedar Fair Management Company (the
"General Partner").
Cedar Fair, L.P. and its affiliated companies (the "Partnership")
own and operate five amusement parks: Cedar Point, located on
Lake Erie between Cleveland and Toledo in Sandusky, Ohio; Knott's
Berry Farm, located near Los Angeles in Buena Park, California;
Dorney Park & Wildwater Kingdom ("Dorney Park"), located near
Allentown in South Whitehall Township, Pennsylvania; Valleyfair,
located near Minneapolis-St. Paul in Shakopee, Minnesota; and
Worlds of Fun/Oceans of Fun ("Worlds of Fun"), located in Kansas
City, Missouri. The parks are family-oriented, with recreational
facilities for people of all ages, and provide clean and
attractive environments with exciting rides and entertainment.
All principal rides and attractions are owned and operated by the
Partnership and its affiliated companies.
The Partnership's four seasonal parks are generally open daily
from 9:00 a.m. to 10:00-12:00 at night from early May until Labor
Day, after which they are open during weekends in September and
October. As a result, virtually all of the operating revenues of
these parks are derived during an approximately 130-day operating
season. Knott's Berry Farm is open daily from 9:00-10:00 a.m. to
10:00-12:00 at night on a year-round basis. Each park charges a
basic daily admission price, which allows unlimited use of all
rides and attractions with the exception of Challenge Park and
Soak City at Cedar Point, Challenge Park at Valleyfair, go-kart
and bumper boat attractions at Dorney Park, and Oceans of Fun and
RipCord at Worlds of Fun. The demographic groups that are most
important to the parks are young people ages 12 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 their operating seasons, the parks
conduct active television, radio, and newspaper advertising
campaigns in their major market areas.
The Partnership also operates Knott's Camp Snoopy, a 7-acre
indoor amusement park at the Mall of America in Bloomington,
Minnesota, under a management contract that expires in 2012.
CEDAR POINT
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
believed to be 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
<PAGE>
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.
The main amusement areas of Cedar Point consist of over two miles
of midways, with more than 65 rides and attractions, including
"Camp Snoopy," a family play-land themed around the popular
"PEANUTS" comic strip characters, which features a 31-foot-tall
family roller coaster and six additional rides, and is scheduled
to open in May 1999; "Magnum XL-200," "Raptor," "Mantis" and
"Mean Streak," which are among the world's tallest steel,
inverted, stand-up and wood roller coasters, respectively; eight
additional roller coasters; "Snake River Falls," one of the
world's tallest water flume rides; "Power Tower," a 300-foot-tall
thrill ride; live entertainment shows featuring talented college
students in four theaters; the Cedar Point Cinema, which features
a film using an IMAX projection system on a 66-foot by 88-foot
screen in a 950-seat theater; a museum; bathing beach facilities;
"Soak City" water park, an extra-charge attraction which includes
"Zoom Flume," a large water slide raft ride, twelve additional
water slides, two river rafting rides, two children's activity
areas, and a giant wave pool; and "Challenge Park," an extra-
charge attraction area which includes "RipCord," a free-fall ride
from a height of more than 15 stories, a 36-hole themed miniature
golf course and three go-kart tracks. In addition, there are
more than 50 restaurants, fast food outlets and refreshment
stands, and a number of gift shops, novelty shops and game areas.
Cedar Point also owns and operates three hotel facilities. The
historic Hotel Breakers has more than 600 guest rooms, including
230 in the new 10-story Breakers Tower opening for the 1999
season. Hotel Breakers has various dining and lounge facilities,
a private beach, lake swimming, a conference/meeting center and
two outdoor pools; and the new Breakers Tower has 18 tower suites
with spectacular views, an indoor pool, and a TGI Friday's
restaurant. In addition to the Hotel Breakers, Cedar Point
offers the lakefront Sandcastle Suites Hotel, which features 187
suites, a private beach, lake swimming, a courtyard pool, tennis
courts and the Breakwater Cafe, a contemporary waterfront
restaurant. The Radisson Harbour Inn, a 237-room full-service
hotel, is located at the Causeway entrance to the park, with an
adjoining TGI Friday's restaurant, both of which remain open year-
round.
Cedar Point also owns and operates the Cedar Point Marina, one of
the largest full-service marinas on the Great Lakes, which
provides dockage facilities for over 700 boats, and is being
fully renovated in 1999 and 2000 with floating docks and full
guest amenities; and Camper Village, which provides sites for
approximately 225 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 dormitory facilities
located near the park which house up to 2,875 of the park's
approximately 3,800 seasonal employees.
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KNOTT'S BERRY FARM
Knott's Berry Farm, located near Los Angeles in Buena Park,
California, first opened in 1920 and was acquired by the
Partnership in late 1997. Knott's Berry Farm is one of several
year-round theme parks in Southern California and serves a total
market area of approximately 20 million people centered in Orange
County, and a large national and international tourism
population.
Knott's Berry Farm is comprised of six distinctively themed
areas, including "Ghost Town," "Wild Water Wilderness," "The
Boardwalk," "Indian Trails," "Fiesta Village" and "Camp Snoopy."
The park offers more than 40 rides and attractions, including the
new "Supreme Scream," a 300-foot-tall thrill ride and the tallest
ride of its kind in the world; "Ghost Rider," one of the tallest,
longest and fastest wooden roller coasters in the Western U.S.,
which opened to the public in December 1998; six additional
roller coasters; "Bigfoot Rapids," a white water raft ride;
"Timber Mountain Log Ride," one of the first log flume rides in
the United States; a nostalgic train ride; an antique Dentzel
carousel; an old-fashioned ferris wheel; a 2,100-seat theatre; a
children's activity area themed with the popular "PEANUTS" comic
strip characters; live entertainment shows in 22 indoor and
outdoor theatre venues; and "Independence Hall," an authentic
replica of the Philadelphia original, complete with a 2,075 pound
Liberty Bell. In addition, there are more than 30 restaurants,
fast food outlets and refreshment stands, and a number of gift
shops, novelty shops and game areas in the park, as well as
Knott's California Marketplace, a dining and shopping area which
is located outside the park's gates and is available free of
charge.
The park is also renowned for its seasonal promotions, including
a special Christmas promotion, "Knott's Merry Farm," and a
spectacular Halloween event called "Knott's Scary Farm," which
celebrated its 25th year in 1997 and is widely acknowledged as
the best in the industry.
The Partnership acquired the Buena Park Hotel, a 320-room full-
service hotel located adjacent to Knott's Berry Farm, in early
1999.
DORNEY PARK
Dorney Park, which was first developed as a summer resort area in
1884, was acquired by the Partnership in 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 markets include Philadelphia, New Jersey, New
York City, Lancaster, Harrisburg, York, Scranton, Wilkes-Barre,
Hazleton and the Lehigh Valley.
Dorney Park features more than 50 rides and attractions,
including "Dominator," a 200-foot-tall thrill ride, which is
scheduled to open in 1999; "Steel Force," one of the tallest and
fastest roller coasters in the world; "Hercules," a world-class
wooden roller coaster; two additional roller coasters; "White
Water Landing," one of the world's tallest water flume
<PAGE>
rides featuring a guest splash basin; "Thunder Canyon," a white-
water rafting ride; a train ride named the "Cedar Creek
Cannonball;" "Wildwater Kingdom," one of the largest water parks
in the United States featuring twelve water slides, including the
"Pepsi Aquablast," the longest elevated water slide in the world,
a giant wave pool and two children's activity areas; "Thunder
Creek Mountain," a water flume ride; a giant ferris wheel; live
musical shows featuring talented college students; "Berenstain
Bear Country," a major children's activity area; and an antique
Dentzel carousel carved in 1921. In addition, there are more
than 30 restaurants, fast food outlets and refreshment stands,
and a number of gift shops, novelty shops and game areas.
VALLEYFAIR
Valleyfair, which opened in 1976 and was acquired by the
Partnership's predecessor in 1978, is located near Minneapolis-
St. Paul in Shakopee, Minnesota, and is the largest amusement
park in Minnesota. Valleyfair's market 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 offers more than 35 rides and attractions, including
"Mad Mouse," a new family-style roller coaster, which is
scheduled to open in 1999; "Wild Thing," one of the tallest and
fastest roller coasters in the world; three additional roller
coasters; a water park named "Whitewater Country" which includes
"Hurricane Falls," a large water slide 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 area which includes
"RipCord," a free-fall ride from a height of more than 15
stories, a Can-Am-style go-kart track and a 36-hole themed
miniature golf course; "Berenstain Bear Country," an
indoor/outdoor children's activity area; "The Hydroblaster," a 40-
foot tall wet/dry slide, or "water coaster;" and a 430-seat
indoor theatre for live show presentations. In addition, there
are more than 20 restaurants, fast food outlets and refreshment
stands, and a number of gift shops, novelty shops and game areas.
WORLDS OF FUN
Worlds of Fun, which opened in 1973, and Oceans of Fun, the
adjacent water park that opened in 1982, were acquired by the
Partnership in 1995. Located in Kansas City, Missouri, Worlds of
Fun serves a total market area of approximately seven million
people centered in Kansas City, but including most of Missouri,
as well as portions of Kansas and Nebraska.
Worlds of Fun is a traditional amusement park themed around Jules
Verne's adventure book Around the World in Eighty Days. The park
offers more than 50 rides and attractions, including "Mamba," one
of the tallest and fastest roller coasters in the world;
<PAGE>
"Timber Wolf," a world-class wooden roller coaster; "Orient
Express," a steel looping roller coaster; "Detonator," a 185-foot
tall thrill ride, which launches riders straight up the twin-
tower structure; "RipCord," an extra-charge attraction which
lifts riders to a height of more than 15 stories before dropping
them back to earth in a free fall; "Monsoon," a water flume ride;
"Fury of the Nile," a white-water rafting ride; a 4,000-seat
outdoor amphitheater; live musical shows; and "Berenstain Bear
Country," a major indoor/outdoor children's activity area.
Oceans of Fun, which requires a separate admission fee, features
a wide variety of water attractions including "Hurricane Falls,"
a large water slide raft ride, which is scheduled to open in
1999; "The Typhoon," one of the world's longest dual water
slides; a giant wave pool; and several children's activity areas,
including "Crocodile Isle." In addition, there are more than 25
restaurants, fast food outlets and refreshment stands, and a
number of gift shops, novelty shops and game areas.
WORKING CAPITAL AND CAPITAL EXPENDITURES
The Partnership carries significant receivables and inventories
of food and merchandise during the operating season. Seasonal
working capital needs are met with a revolving credit facility.
The General Partner believes that annual park attendance is to
some extent influenced by 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 from October through May, just prior to the beginning
of the peak operating season. Capital expenditures made in a
calendar year 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 yearend.
COMPETITION
In general, the Partnership competes with all phases of the
recreation industry within its primary market areas of Cleveland,
Detroit, Minneapolis-St. Paul, Philadelphia, Kansas City and Los
Angeles, including several other amusement/theme parks in the
Partnership's market areas. The Partnership's business is
subject to factors generally affecting the recreation and leisure
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 in southern Ohio, and Sea
World of Ohio and Geauga Lake near Cleveland.
In Southern California, Knott's Berry Farm's primary
amusement/theme park competitors are Disneyland, which is
approximately 10 minutes away, Universal Studios, approximately
40 minutes away, and Six Flags Magic Mountain, approximately 75
minutes away. The San Diego Zoo and Sea World-San Diego are
located approximately 90 minutes from Knott's. LEGOLAND, a new
children's park opening in 1999, is located approximately 70
minutes away in Carlsbad, California.
<PAGE>
Dorney Park faces significant competition, with Hershey Park in
central Pennsylvania and Six Flags Great Adventure in New Jersey
being the major competitors in its market area.
In Worlds of Fun's major markets, its primary amusement park
competitors are Six Flags Over Mid-America in eastern Missouri
and Silver Dollar City in southern Missouri.
Adventureland, a theme park in Des Moines, Iowa, is located
approximately 250 miles from Valleyfair and Worlds of Fun.
The principal competitive factors in the amusement park industry
include the uniqueness and perceived quality of the rides and
attractions in a particular park, its proximity to metropolitan
areas, the atmosphere and cleanliness of the park, and the
quality and variety of the food and entertainment available. The
Partnership believes that its amusement parks feature a
sufficient quality and variety of rides and attractions,
restaurants, gift shops and family atmosphere to make them highly
competitive with other parks.
GOVERNMENT REGULATION
All rides are run and inspected daily by both the Partnership's
maintenance and ride operations personnel 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 1,200 full-time employees.
During the operating season, Cedar Point, Valleyfair, Dorney Park
and Worlds of Fun have approximately 3,800, 1,500, 2,700 and
2,200 seasonal employees, respectively, most of whom are high
school and college students. Knott's Berry Farm hires
approximately 1,000 seasonal employees for peak periods and 1,200
part-time employees who work year-round. Approximately 2,800 of
Cedar Point's seasonal employees and 380 of Valleyfair'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.
<PAGE>
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 80 acres of property on the
mainland adjoining the approach to the Cedar Point Causeway. The
Radisson Harbour Inn and adjoining TGI Friday's restaurant, two
seasonal employee housing complexes and a fast-food restaurant
operated by the Partnership, are located on this property.
The Partnership controls, through ownership or an easement, a six-
mile public highway and owns approximately 38 acres of vacant
land adjacent to this 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.
Knott's Berry Farm is situated on approximately 160 acres, of
which 150 acres have been developed and 10 acres remain available
for future expansion.
Dorney Park is situated on approximately 200 acres, of which 170
acres have been developed and 30 acres remain available for
future expansion.
At Valleyfair approximately 125 acres have been developed, and
approximately 75 additional acres remain available for future
expansion.
Worlds of Fun is located on approximately 350 acres, including
approximately 32 acres of vacant land which the Partnership
acquired from an affiliate of Hunt Midwest Enterprises, Inc.
("HME") in 1997 at a total price of $4.2 million. HME's
president and CEO, Lee Derrough, is a director of the General
Partner, and HME owns 1,440,000 limited partnership units from
its 1995 sale of Worlds of Fun to the Partnership. At Worlds of
Fun, approximately 235 acres have been developed, and
approximately 115 acres remain available for future expansion.
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.
<PAGE>
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
under the symbol "FUN" (CUSIP 150185 10 6). As of February 1,
1999, there were approximately 11,000 registered holders of Cedar
Fair, L.P. Depositary Units, representing limited partner
interests, including 3,200 participants in the Partnership's
distribution reinvestment plan.
The cash distributions declared and the high and low prices of
the Partnership's units are shown in the table to the right (all
amounts have been restated to reflect the 2-for-1 split in
November 1997):
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1998 Distribution High Low
4th Quarter .3250 26 15/16 22
3rd Quarter .3250 28 13/16 21 3/4
2nd Quarter .3200 30 1/8 25 1/2
1st Quarter .3200 28 5/8 25
<CAPTION>
<S> <C> <C> <C>
1997
4th Quarter .3200 26 5/16 23
3rd Quarter .3200 24 1/4 21 1/16
2nd Quarter .3125 22 7/16 18 1/4
1st Quarter .3125 20 1/2 17 11/16
</TABLE>
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ITEM 6. SELECTED FINANCIAL DATA.
<TABLE>
<CAPTION> For the years ended December 31,
1998 1997(1) 1996 1995(2) 1994(3)
(In thousands except amounts per unit and per capita)
<S> <C> <C> <C> <C> <C>
OPERATING DATA
Net revenues $419,500 $264,137 $250,523 $218,197 $198,358
Operating income 112,608 76,303 81,121 73,013 68,016
Net income 83,441 68,458 74,179 66,136 62,825
Per limited
partner unit (6) 1.58 1.47 1.59 1.45 1.40
FINANCIAL POSITION
Total assets $631,325 $599,619 $304,104 $274,717 $223,982
Working capital
(deficit) (56,264) (40,427) (27,511) (27,843) (25,404)
Long-term debt 200,350 189,750 87,600 80,000 71,400
Partners' equity 341,991 285,381 169,994 151,476 115,054
DISTRIBUTIONS DECLARED
Per limited partner
unit $1.29 $1.265 $1.20 $1.1375 $1.0625
OTHER DATA
Depreciation and
amortization $32,065 $21,528 $19,072 $16,742 $14,960
Cash flow from
operating
activities 128,936 96,532 94,161 84,565 81,093
Capital
expenditures 68,055 44,989 30,239 28,520 19,237
Combined attendance 10,825 6,844 6,920 6,304 5,918
Combined guest
per capita
spending(7) $33.20 $32.66 $31.75 $30.29 $30.04
<PAGE>
<CAPTION> 1993(4) 1992(5) 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 (6) 1.38 0.98 0.84 0.78 0.74
FINANCIAL POSITION
Total assets $218,359 $209,472 $142,532 $141,668 $136,036
Working capital
(deficit) (22,365) (19,028) (14,616) (13,446) (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 $0.9625 $0.8625 $0.7625 $0.675 $0.59
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(7) $28.86 $27.98 $27.84 $26.64 $25.45
</TABLE>
<PAGE>
NOTE 1 - Knott's Berry Farm is included in 1997 data for the
three days subsequent to its acquisition on December 29, 1997.
NOTE 2 - Worlds of Fun/Oceans of Fun is included in 1995 data for
the period subsequent to its acquisition on July 28, 1995.
NOTE 3 - The 1994 operating results include nonrecurring gains of
$2.1 million relating to insurance claim settlements, partially
offset by a $0.7 million charge to interest expense for
refinancing of long-term debt.
NOTE 4 - The 1993 operating results include a nonrecurring credit
for deferred taxes of $11.0 million, or $0.25 per unit.
NOTE 5 - Dorney Park & Wildwater Kingdom is included in 1992 data
for the period subsequent to its acquisition on July 21, 1992.
NOTE 6 - Net income per limited partner unit is computed based on
the weighted average number of units and equivalents outstanding
- - assuming dilution.
NOTE 7 - Guest per capita spending includes all amusement park,
causeway tolls and parking revenues for the amusement park
operating season. Revenues from water parks, marina, hotel,
campground and other out-of-park operations are excluded from
these statistics.
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
Partnership Financial Condition:
The Partnership ended 1998 in sound financial condition in terms
of both liquidity and cash flow. The negative working capital
ratio of 3.7 at December 31, 1998 is the result of the
Partnership's highly seasonal business and careful management of
cash flow. 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.
In 1998, cash generated from operations totaled $128.9 million
and new term loan borrowings totaled $50.0 million. The
Partnership used $39.4 million to pay down revolving credit
borrowings from the Knott's Berry Farm acquisition, $68.1 million
for capital expenditures and $65.4 million for distributions to
the general and limited partners. Distributions in 1999, at the
current annual rate of $1.30 per unit, would total approximately
$68 million, 4% higher than the distributions paid in 1998.
The Partnership has available through April 2002 a $200 million
revolving credit facility, of which $100.35 million was borrowed
and in use as of December 31, 1998. Credit facilities and cash
flow are expected to be adequate to meet seasonal working capital
needs, planned capital expenditures and regular quarterly cash
distributions.
Management's Analysis of Results of Operations:
Net revenues for the year ended December 31,1998 were $419.5
million, a 59% increase over the year ended December 31, 1997.
This followed a 5% increase in 1997 when revenues rose to $264.1
million, after a 15% increase to $250.5 in 1996. Net revenues for
1998 reflect a 58% increase in combined attendance (to 10.8
million from 6.8 million in 1997), a 2% increase in combined
guest per capita spending and an increase of 53% in out-of-park
revenues. The 1998 results include Knott's Berry Farm for a full
year; while last year the park's results were included only for
the three days following its acquisition on December 29, 1997
Knott's Berry Farm's full-year contribution accounted for most of
the increase in combined attendance and revenue in 1998.
Attendance at the Partnership's original four parks was up 7%
over 1997 due to the successful debuts of Power Tower at Cedar
Point and Mamba at Worlds of Fun, as well as improved weather at
Cedar Point throughout the season. In addition, Dorney Park
continued to perform strongly in 1998 and achieved its second
straight record year: In 1997 Dorney Park and Worlds of Fun both
had excellent years, which nearly offset attendance declines at
Cedar Point and Valleyfair caused by unusually cool and wet
weather during important parts of the season, and combined
attendance was down 1 % to 6.8 million. In 1996, Valleyfair
achieved a record year and combined attendance increased 10% to
6.9 million, which included Worlds of Fun's first full-year
contribution. Combined guest per capita spending increased 3% in
1997 and 5% in 1996.
<PAGE>
Costs and expenses before depreciation and amortization in 1998
increased to $274.8 million from $166.3 million in 1997 and
$150.3 million in 1996, due to the inclusion of Knott's Berry
Farm's operations in 1998. Included in costs and expenses are
approximately $5.4 million of incentive fees earned by the
General Partner in 1998. This compares to $4.7 million and $4.3
million of incentive fees earned in 1997 and 1996, respectively.
Operating income in 1998 increased 48% to $112.6 million,
following a 6% decrease in 1997 and an 11% increase in 1996. The
1998 increase in operating income was the result of increases in
attendance and guest per capita spending at each of the
Partnership's original four parks, together with Knott's Berry
Farm's full-year profit contribution. Interest expense rose in
1998 due to the increased debt from the acquisition of Knott's
Berry Farm at the end of 1997. In 1997 operating income decreased
as the result of attendance declines at Cedar Point and
Valleyfair. In 1996, increases in attendance at Valleyfair and
guest per capita spending at each of the parks, together with
Worlds of Fun's first full-year profit contribution, generated
the increase in operating income.
Net income for 1998, after a $14.5 million charge related to new
taxes on publicly traded partnerships, increased 22% to $83.4
million, compared to $68.5 million in 1997 and $74.2 million in
1996. Without the new taxes, net income would have increased 43%
to $979 million, and earnings per limited partner unit would have
increased 27% to $1.86 in 1998 from $1.47 in 1997 on a diluted
basis.
For 1999, the Partnership plans to invest $48 million in capital
improvements, including Camp Snoopy and the Breakers Tower hotel
expansion at Cedar Point, and Dorney Park's new 200-foot-tall
thrill ride, Dominator: An additional $20 million has been
invested in GhostRider; Knott's Berry Farm's new wooden roller
coaster; which opened in early December to very strong reviews
and extensive media coverage, and $22 million has been committed
for the acquisition and renovation of the Buena Park Hotel next
to Knott's. We are optimistic that these major investments, as
well as other improvements at each of the 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, the economy and competition for leisure time and
spending, preclude us from anticipating significant long-term
increases in attendance at our parks. Historically, the
Partnership has been able to improve its profitability by
continuing to make substantial investments in its parks. This has
enabled us to maintain a consistently high attendance level as
well as steady increases in guest per capita spending and
revenues from guest accommodations at Cedar Point while carefully
controlling operating and administrative expenses.
<PAGE>
Year 2000 Disclosure:
The Year 2000 issue is the result of many computer programs being
written using two digits rather than four digits to define a
year. Such programs may recognize a year containing "00" as the
year 1900 rather than the year 2000. This could result in
equipment or system failures or miscalculations causing
disruptions of daily operations for some organizations.
The Partnership has completed its assessment of its computer-
dependent rides and equipment and its internal information
systems that support business activities. We believe that with
minor modifications to existing hardware and software, the Year
2000 issue will pose no significant internal operational
problems. In addition, the Partnership has also assessed the
readiness of its major utility and financial service providers to
be Year 2000 compliant, and we have no reason to believe that any
third party with whom we have a material relationship will not be
Year 2000 compliant.
Based upon the information obtained and accomplishments to date,
no contingency plans are expected to be necessary and therefore
none have been developed. In addition, as daily operations at
the Partnership's four seasonal parks will not begin until April
and May of 2000, the Partnership believes adequate time will be
available if necessary to insure alternative plans can be
developed, assessed and implemented prior to the Year 2000 issue
having any unforeseen significant negative impact on most of its
principal operations. However, if system modifications are not
properly made or are not completed on a timely basis, or if one
or more of our principal suppliers of essential utilities or
financial services fail to operate normally, particularly at
Knott's Berry Farm which operates year round, the Year 2000 issue
could have a material impact on our operations.
Both internal and external resources are being used to reprogram
and/or replace non-compliant hardware and software, and to
appropriately test Year 2000 modifications, all funded through
current operating cash flows. The estimated total cost
associated with required modifications to become Year 2000
compliant is not expected to exceed $1 million and thus will not
be material to the Partnership's financial position.
The cost of the project and the date on which the Partnership
believes it will substantially complete the Year 2000
modifications are based on management's best estimates, which
were derived from numerous assumptions of future events,
including the continued availability of computer programming
expertise, the actual readiness of our major utility and
financial service providers, and other factors. Because none of
these estimates can be guaranteed, actual results could differ
materially from those anticipated. Specific factors that might
cause material differences include, but are not limited to, the
availability and cost of trained personnel, the ability to locate
and correct all relevant computer codes, and similar
uncertainties.
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
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, 1998 and 1997, and the related
consolidated statements of operations, partners' equity and cash
flows for each of the three years in the period ended December
31, 1998. 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, 1998 and
1997, and the results of their operations and their cash flows
for each of the three years in the period ended December 31, 1998
in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Cleveland, Ohio,
January 21, 1999 (except with respect to the
matter discussed in Note 8, as to which the
date is February 18, 1999).
<PAGE>
<TABLE>
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except per unit data)
<CAPTION>
For the years ended December 31, 1998 1997 1996
<S> <C> <C> <C>
Net revenues
Admissions $213,869 $135,625 $135,838
Food, merchandise and games 178,529 105,944 99,166
Accommodations and other 27,102 22,568 15,519
419,500 264,137 250,523
Cost and expenses:
Cost of products sold 48,061 26,006 25,022
Operating expenses 178,827 108,800 96,328
Selling, general and
administrative 47,939 31,500 28,980
Depreciation and amortization 32,065 21,528 19,072
306,892 187,834 169,402
Operating income 112,608 76,303 81,121
Interest expense 14,660 7,845 6,942
Income before taxes 97,948 68,458 74,179
Provision for taxes 14,507 -- --
Net income $83,441 $68,458 $74,179
Net income allocated to general
partners 417 330 742
Net income allocated to limited
partners $83,024 $68,128 $73,437
Earnings Per Limited Partner Unit:
Weighted average limited
partner units and equivalents
outstanding - Basic 51,161 45,965 45,920
Net income per limited partner
unit - Basic $1.62 $1.48 $1.60
Weighted average limited
partner units and equivalents
outstanding - Diluted 52,414 46,265 46,116
Net income per limited partner
unit - Diluted $1.58 $1.47 $1.59
The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.
<PAGE>
CONSOLIDATED BALANCE SHEET
(In thousands)
<CAPTION>
December 31, 1998 1997
<S> <C> <C>
Assets
Current Assets:
Cash $ 1,137 $ 2,520
Receivables 6,253 6,530
Inventories 10,245 9,055
Prepaids 3,332 3,849
Total current assets 20,967 21,954
Land, Buildings, Rides and Equipment:
Land 127,050 123,550
Land improvements 88,924 84,134
Buildings 178,795 158,550
Rides and equipment 368,138 331,342
Construction in progress 12,691 17,333
775,598 714,909
Less accumulated depreciation (175,554) (147,772)
600,044 567,137
Intangibles, net of amortization 10,314 10,528
$631,325 $599,619
Liabilities and Partners' Equity
Current Liabilities:
Accounts payable $ 17,031 $ 15,644
Distribution payable to partners 16,979 14,768
Accrued interest 3,154 1,576
Accrued taxes 18,956 4,602
Accrued salaries, wages and benefits 9,170 11,305
Self-insurance reserves 8,174 8,946
Other accrued liabilities 3,767 5,585
Total current liabilities 77,231 62,426
Other Liabilities 11,753 10,312
Long-Term Debt:
Revolving credit loans 100,350 139,750
Term debt 100,000 50,000
200,350 189,750
Redeemable Limited Partnership Units -- 51,750
Partners' Equity:
Special L.P. interests 5,290 5,290
General partner 492 413
Limited partners, 51,980 and 52,403
units outstanding in 1998 and 1997,
respectively 336,209 279,678
341,991 285,381
$631,325 $599,619
The accompanying Notes to Consolidated Financial Statements are
an integral part of these balance sheets.
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<CAPTION>
For the years ended December 31, 1998 1997 1996
<S> <C> <C> <C>
Cash Flows From (For) Operating Activities
Net income $83,441 $68,458 $74,179
Adjustments to reconcile net income to net
cash from operating activities
Depreciation and amortization 32,065 21,528 19,072
Change in assets and liabilities, net of
effects from acquisitions:
Decrease (increase) in inventories 80 (214) 22
Decrease (increase) in current and other
assets 105 576 (422)
Increase in accrued taxes 14,354 117 498
Increase (decrease) in accounts payable 1,371 2,455 (1,541)
Increase (decrease) in self-insurance reserves (1,332) 581 233
Increase (decrease) in other current
liabilities (2,589) (12) 444
Increase in other liabilities 1,441 3,043 1,676
Net cash from operating activities 128,936 96,532 94,161
Cash Flows From (For) Investing Activities
Capital expenditures (68,055) (44,989) (30,239)
Acquisition of Knott's Berry Farm:
Land, buildings, rides and equipment
acquired -- (261,685) --
Negative working capital assumed, net of cash
acquired -- 10,281 --
Acquisition of JHW Limited Partnership:
Land, buildings and equipment acquired -- -- (16,295)
Negative working capital assumed, net of cash
acquired -- -- 442
Net cash (for) investing activities (68,055)(296,393) (46,092)
Cash Flows From (For) Financing Activities
Net borrowing (payments) on revolving
credit loans (39,400) 12,150 (8,375)
Borrowings (repayments) of term debt 50,000 (4,500) --
Distributions paid to partners (65,400) (58,254) (54,501)
Withdrawal of Special General Partner -- (196) --
Acquisition of Knott's Berry Farm:
Borrowings on revolving credit loans -- 94,500 --
Issuance of limited partnership units -- 157,402 --
Redemption of limited partnership units (7,464) -- --
Acquisition of JHW Limited Partnership:
Borrowings on revolving credit loans -- -- 11,475
Long-term debt of JHW Limited Partnership -- -- 4,500
Net cash from (for) financing activities (62,264) 201,102 (46,901)
Cash:
Net increase (decrease) for the period (1,383) 1,241 1,168
Balance, beginning of period 2,520 1,279 111
Balance, end of period $1,137 $2,520 $1,279
Supplemental Information:
Cash payments for interest expense $13,091 $7,874 $7,072
Reduction of final purchase price of
Knott's Berry Farm $3,506 -- --
The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.
<PAGE>
CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY
(In thousands except unit and per unit amounts)
<CAPTION>
Special General Limited Total
L.P. Partner's Partners' Partners'
Interests Equity Equity Equity
<S> <C> <C> <C> <C>
Balance at December 31, 1995 $5,290 $531 $145,655 $151,476
Allocation of net income -- 742 73,437 74,179
Partnership distributions
declared ($1.20 per limited
partner unit) -- (556) (55,105) (55,661)
Balance at December 31, 1996 5,290 717 163,987 169,994
Withdrawal of Special General
Partner -- (196) -- (196)
Allocation of net income -- 330 68,128 68,458
Partnership distributions
declared ($1.265 per limited
partner unit) -- (438) (58,089) (58,527)
Issuance of 6,482,433 limited
partnership units for acquisition
of Knott's Berry Farm -- -- 157,402 157,402
Reclassification of 2,000,000
redeemable limited partnership
units -- -- (51,750) (51,750)
Balance at December 31, 1997 5,290 413 279,678 285,381
Expiration of redemption rights
on 1,721,717 limited partnership
units -- -- 44,286 44,286
Reduction of final purchase price
of Knott's Berry Farm by 144,383
units -- -- (3,506) (3,506)
Allocation of net income -- 417 83,024 83,441
Partnership distributions
declared ($1.29 per limited
partner unit) -- (338) (67,273) (67,611)
Balance at December 31, 1998 $5,290 $492 $336,209 $341,991
The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.
</TABLE>
<PAGE>
Notes To Consolidated Financial Statements
(1) Partnership Organization:
Cedar Fair, L.P. (the "Partnership") is a Delaware limited
partnership which commenced operations in 1983 when it acquired
Cedar Point, Inc, and became a publicly traded partnership in
1987. At December 31, 1998 there were 45,920,416 limited
partnership units registered on The New York Stock Exchange. An
additional 6,059,767 limited partnership units, which were issued
in connection with the 1997 acquisition of Knott's Berry Farm,
were outstanding at December 31, 1998. These units have not been
registered with the Securities and Exchange Commission, and are
subject to certain trading registration.
The Partnership's General Partner is Cedar Fair Management
Company an Ohio corporation owned by the Partnership's executive
management (the "General Partner"). Effective July 1, 1997 CF
Partners, the Special General Partner, voluntarily withdrew from
the Partnership and, in accordance with the Partnership
Agreement, received $400,000 as final payment of the balance of
its 1997 fees. After this transaction, the Partnership's limited
partner units represent, in the aggregate, a 99.5% interest in
income, losses and cash distributions of the Partnership,
compared with a 99.0% interest in prior periods. The General
Partner owns a 0.5% interest in the Partnership's income, losses,
and distributions except in defined circumstances, and has full
control over all activities of the Partnership.
For the services it provides, the 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 General Partner earned $6,405,000, $5,335,000 and $4,926,000
of total fees in 1998, 1997 and 1996, respectively.
The General Partner may, with the approval of a specified
percentage of the limited partners, make additional capital
contributions to the Partnership, but is only obligated to do so
if the liabilities of the Partnership cannot otherwise be paid or
there exists a negative balance in its capital account at the
time of its withdrawal from the Partnership. The 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 consolidated financial
statements.
Principles Of Consolidation -
The consolidated financial statements include the accounts of the
Partnership and its wholly-owned subsidiaries. All significant
intercompany transactions and balances are eliminated in
consolidation.
<PAGE>
Estimates -
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements, and the
reported amounts of revenues and expenses during each period.
Actual results could differ from those estimates.
Inventories -
The Partnership's inventories primarily represent purchased
products, such as merchandise and food, for sale to its
customers. All inventories, except those at Knott's Berry Farm,
are valued at the lower of first-in, first-out (FIFO) cost or
market. Inventories at Knott's are valued principally under the
last in, first-out method, which approximates FIFO.
Depreciation and Amortization -
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 in 1983, as well as for the groups of like assets of each
subsequent business acquisition. The unit method is used for all
individual assets 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 23 Years
Buildings 29 Years
Rides 19 Years
Equipment 10 Years
Goodwill is amortized on a straight-line basis over a 40-year
period.
Segment Reporting -
The Partnership is in the single business of operating amusement
parks with accompanying resort facilities.
<PAGE>
Income Taxes -
Because of its legal structure, the Partnership is not subject to
regular corporate income taxes; rather, the Partnership's tax
attributes are included in the individual tax returns of its
partners. Neither the Partnership's financial reporting income,
nor the cash distributions to unitholders, can be used as a
substitute for the detailed tax calculations which the
Partnership must perform annually for its partners. Net income
from the Partnership is not treated as "passive income" for
federal income tax purpose. 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.
The tax returns of the Partnership are subject to examination by
state and federal tax authorities if such examination result in
changes to taxable income; the tax liability of the partners
could be changed accordingly.
Federal and state tax legislation in 1997 provided a permanent
income tax exemption to existing "publicly traded partnerships,"
such as Cedar Fair, L.P. with new taxes to be levied on partnership
gross income (net revenues less cost of products sold) beginning
in 1998. The Partnership recorded a provision of $14.5 million
for these new federal and state taxes in 1998. If the new taxes
had been in effect in prior years, the Partnership would have
recorded tax provisions of approximately $8.3 million in 1997 and
$7.9 million in 1996.
Earnings Per Unit -
The Partnership has presented, and where appropriate, restated
earnings per unit amounts for all periods to conform with
Statement of Financial Accounting Standards No.128 (Earnings per
Share). For purposes of calculating the basic and diluted
earnings per limited partner unit, no adjustments have been made
to the reported amounts of net income. The unit amounts used are
as follows:
1998 1997 1996
(In thousands except per unit data)
Basic weighted average
units outstanding 51,161 45,965 45,920
Effect of dilutive units:
Deferred units (see Note 5) 355 291 196
Contingent units - Knott's
Acquisition (see Note 7) 898 9 --
Diluted weighted average
units outstanding 52,414 46,265 46,116
Net income per unit-basic $1.62 $1.48 $1.60
Net income per unit-diluted $1.58 $1.47 $1.59
<PAGE>
(3) Long-Term Debt:
At December 31, 1998 and 1997, long-term debt consisted of the
following;
1998 1997
(In thousands)
Revolving credit loans $100,350 $139,750
Term debt 100,000 50,000
$200,350 $189,750
Revolving Credit Loans -
In December 1997, the Partnership entered into a new credit
agreement with five banks under which it has available a $200
million revolving credit facility through April 2002. Borrowings
under this credit facility were $100.35 million as of December
31, 1998, at an average interest rate of 5.5%. The maximum
outstanding balance during 1998 was $182.0 million.
Borrowings under this agreement bear interest at the banks' prime
lending rate, with more favorable UBOR and other rate option. The
agreement requires the Partnership to pay a commitment fee of
1/5% 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 1994, the Partnership refinanced $50 million in senior notes
at an interest rate of 8.43%. The Partnership is required to make
annual repayments of $10 million in August 2002 through August
2006 and may make prepayments with defined premiums.
In January 1998, the Partnership entered into another note
agreement for the issuance of an additional $50 million in 6.68%
senior notes to refinance a portion of the Knot's Berry Farm
acquisition. The Partnership is required to make annual
repayments of $10 million in August 2007 through August 2011 and
may make prepayments with defined premiums.
The fair value of the aggregate future repayments on term debt at
December 31, 1998, as required by Statement of Financial
Accounting Standards No.107 would be approximately $107.6
million, applying a discount rate of 6.4%.
Covenants -
Under the terms of the debt agreements, the Partnership, among
other restrictions, is required to maintain a specified level of
net tangible assets, as defined, and comply with certain cash
flow interest coverage, and debt to net worth levels. The
Partnership was in compliance with these covenants as of December
31, 1998.
(4) Special L.P. Interests:
In accordance with the Partnership Agreement, certain 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 LP Interests will receive in the
aggregate $5.3 million upon liquidation of the Partnership.
<PAGE>
(5) Retirement Plans:
The Partnership has trusteed, noncontributory retirement plans
for the majority of its employees. Contributions are
discretionary and were $3,229,000 in 1998, $1,360,000 in 1997 and
$1,361,000 in 1996.
The Partnership also has two benefit plans under which nonunion
employees can contribute specified percentages of their salary
matched up to a limit by the Partnership. Contributions by the
Partnership to these plans approximated $1,215,000 in 1998,
$450,000 in 1997 and $430,000 in 1996.
In addition, approximately 125 employees are covered by union-
sponsored, multi-employer pension plans for which approximately
$400,000, $359,000, and $338,000 were contributed for the years
ended December 31, 1998, 1997 and 1996, respectively. The
Partnership believes that, as of December 31, 1998, 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 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 $2,866,000 in 1998, $2,409,000 in 1997 and
$2,196,000 in 1996, including the value of 115,216, 90,470, and
104,232 limited partnership units issuable in future years, which
are included in the calculation of diluted weighted average units
outstanding. Amounts not payable within 12 months of the balance
sheet date are included in Other Liabilities.
(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.
(7) Acquisitions:
On December 29, 1997 the Partnership acquired Knott's Berry Farm,
a privately held partnership which owned and operated Knott's
Berry Farm theme park in Buena Park, California and managed
Knott's Camp Snoopy at the Mall of America in Bloomington,
Minnesota. Knott's Berry Farm is a traditional, family oriented
theme park and Knott's Camp Snoopy is the nation's largest indoor
theme park.
The initial transaction price consisted of 6,482,433 unregistered
limited partnership units (valued at an average price of
$24.2813, or $157.4 million in the aggregate) and the payment of
$94.5 million in cash borrowed under the expanded revolving
credit agreement. In December 1998, the transaction price was
reduced by 144,383 units, or $3.5 million in the aggregate, to
reflect final adjustments to the purchase price.
<PAGE>
Under the terms of the acquisition, the Partnership also agreed
to repurchase during 1998 up to an aggregate of 500,000 of these
units per quarter at market prices upon demand. During the year,
the Partnership repurchased 278,283 units at an aggregate price
of $7.5 million, and the redemption rights on 1,721,717 units
expired without exercise. As a result, $44.3 million was
reclassified into partners' equity during 1998 from the 1997
balance of redeemable limited partnership units.
Knott's Berry Farm's assets, liabilities and results of
operations for the last three days of 1997 and all of 1998 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 flair values at the date of
acquisition.
The table below summarizes the unaudited consolidated pro forma
results of operations assuming the acquisition of Knott's Berry
Farm had occurred at the beginning of each of the periods
presented, with adjustments primarily attributable to interest
expense relating to the refinancing of long-term debt and
depreciation expense relating to the fair value of assets
acquired.
Years Ended December 1997 1996
(In thousands except amounts per unit)
Net revenues $392,085 $375,583
Net income $73,066 $80,618
Net income per limited
partner unit-diluted $1.38 $1.52
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.
At the close of business on December 31, 1996, the Partnership
acquired substantially all of the equity of JHW Limited
Partnership, which owned a 237-room Radisson hotel and a large
T.G.I. Friday's restaurant near Cedar Point in Sandusky, Ohio.
The Partnership acquired the remaining small equity interest in
JHW at no additional cost in 1997. The purchase price of
approximately $16 million, including $4.5 million of long-term
debt, was allocated to the assets of JHW based on their relative
fair values at the acquisition date. The results of JHW's
operations are included in the Partnership's consolidated
financial statements beginning in 1997.
<PAGE>
(8) Subsequent Event:
On February 18, 1999, the Partnership completed the acquisition
of the 320-room Buena Park Hotel, which is located adjacent to
Knott's Berry Farm in Buena Park, California, for a cash purchase
price of $175 million. The results of the hotel's operations will
be included in the Partnership's consolidated financial
statements from the date of the acquisition.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
Not applicable.
<PAGE>
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 21 individuals
at December 31, 1998), is the General Partner of the Partnership
and has full responsibility for the management of the
Partnership. For additional information, including the fees paid
to the General Partner for services rendered during 1998,
attention is directed to Note 1 to the consolidated financial
statements on page 10 in the Registrant's 1998 Annual Report to
Unitholders, which note is incorporated herein by this reference.
Directors:
Name Age Position with General Partner
Richard L. Kinzel 58 President, Chief Executive
Officer, Director since 1986
Lee A. Derrough * 54 Director since 1995
Richard S. Ferreira * 58 Director since 1997
Terry C. Hackett # 50 Director since 1997
Mary Ann Jorgenson # 58 Director since 1988
Donald H. Messinger # 55 Director since 1993
James L. Miears 63 Executive Vice President and
General Manager-Cedar Point,
Director since 1993
Thomas A. Tracy * 67 Director since 1993
* Member of Audit Committee.
# Member of Compensation Committee.
The Board of Directors of the 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 General Partner is elected for a one-year
term.
<PAGE>
Executive Officers:
Name Age Position with General Partner
Richard L. Kinzel 58 President and Chief Executive Officer
since 1986
John R. Albino 52 Vice President & General Manager-Dorney
Park since 1995
Philip H. Bender 42 Director-Retail Operations-Worlds of Fun
since 1995
Carolyn Carey 51 Vice President-Marketing and Sales-
Knott's Berry Farm since 1994
Richard J. Collingwood 59 Corporate Vice President-General
Services since 1992
Jacob T. Faflas 47 Vice President & General Manager-Knott's
Berry Farm since 1997
Mark W. Freyberg 45 Vice President-Park Operations-
Valleyfair since 1996
Joseph E. Greene 56 Vice President-Maintenance-Dorney Park
since 1996
H. John Hildebrandt 49 Vice President-Marketing-Cedar Point
since 1993
Bruce A. Jackson 47 Corporate Vice President-Finance and
Chief Financial Officer since 1992
Lee C. Jewett 64 Corporate Vice President-Planning &
Design since 1990
Daniel R. Keller 49 Vice President & General Manager-Worlds
of Fun since 1995
Executive Officers (continued):
Name Age Position with General Partner
Larry L. MacKenzie 43 Vice President-Revenue Operations-Dorney
Park since 1997
James L. Miears 63 Executive Vice President & General
Manager-Cedar Point since 1993
Charles M. Paul 45 Corporate Controller since 1996
Richard R. Rau 50 Director-Marketing-Worlds of Fun since 1996
Thomas W. Salamone 54 Treasurer since 1982
Alan L. Schwartz 49 Vice President-Finance-Valleyfair since 1978
Linnea Stromberg-Wise 53 Vice President-Marketing-Valleyfair
since 1995
Joseph L. von der Weis 66 Corporate Vice President-Accommodations
since 1996
Walter R. Wittmer 58 Vice President & General Manager-
Valleyfair since 1988
<PAGE>
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.
Lee A. Derrough is President and CEO of Hunt Midwest Enterprises,
Inc., and has been associated with the Hunt companies since 1967.
Mr. Derrough was elected as a director in 1995 pursuant to the
Contribution Agreement dated July 28, 1995, which entitles Hunt
Midwest Enterprises, Inc. to appoint a representative on the
Board of Directors so long as it owns more than 1,380,000 units
of Cedar Fair, L.P. Mr. Derrough is also a past president of the
International Association of Amusement Parks and Attractions.
Richard S. Ferreira is a retired executive vice president of Golf
Hosts, Inc. (developer and owner of nationally recognized resorts
in Colorado and Florida) and a past member of its Board of
Directors. Mr. Ferreira was associated with Golf Hosts for more
than 26 years.
Terry C. Hackett is a business attorney and President of Hackett
Management Corporation (real estate management) and previously
served on the Board of Directors of Knott's Berry Farm from 1981
to 1997. Mr. Hackett was elected a director in 1997 as a
representative of the Knott family following the acquisition of
Knott's Berry Farm in December 1997.
Mary Ann Jorgenson is a partner in the law firm of Squire,
Sanders & Dempsey L.L.P., the Partnership's General Counsel, and
has been associated with the firm since 1975. 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
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 a partner in the law firm of Thompson Hine
& Flory LLP 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 of Cedar Point and prior to
1992 he served as Vice President-Merchandise of Cedar Point.
Thomas A. Tracy is a business consultant and was a partner in the
public accounting firm of Arthur Andersen LLP from 1966 until his
retirement in 1989.
<PAGE>
Executive Officers:
Richard L. Kinzel. See "Directors" above.
John R. Albino has served as Vice President & General Manager of
Dorney Park & Wildwater Kingdom since 1995. From 1993 to 1995,
he served as Vice President-Food Operations of Cedar Point.
Philip H. Bender has served as Director-Retail Operations of
Worlds of Fun since 1995. Prior to 1995 he served as Director-
Food Services of Valleyfair for more than five years.
Carolyn Carey has served as Vice President-Marketing and Sales of
Knott's Berry Farm since 1994. From 1993 to 1994, she served as
Director-Marketing and Sales of Knott's Berry Farm.
Richard J. Collingwood has served as Corporate Vice President-
General Services since 1992 and has primary responsibility for
human resources, purchasing and security.
Jacob T. Falfas has served as Vice-President & General Manager of
Knott's Berry Farm since December 1997. From 1993 to 1997, he
served as Vice President-Park Operations of Cedar Point.
Mark W. Freyberg has served as Vice President-Park Operations of
Valleyfair since 1996. Prior to 1996 he served as Director-Park
Operations of Valleyfair for more than five years.
Joseph E. Greene has served as Vice President-Maintenance of
Dorney Park since 1996. From 1993 to 1996, he served as Director-
Construction & Maintenance of Dorney Park, and prior to that was
Manager-Construction & Maintenance of Cedar Point.
H. John Hildebrandt has served as Vice President-Marketing of
Cedar Point since 1993.
Bruce A. Jackson has served as Corporate Vice President-Finance
and Chief Financial Officer since 1992. Mr. Jackson is a
certified public accountant.
Lee C. Jewett has served as Corporate Vice President-Planning &
Design since 1990.
Daniel R. Keller has served as Vice President & General Manager
of Worlds of Fun / Oceans of Fun since 1995. From 1993 to 1995,
he served as Senior Vice President-Operations of Cedar Point.
Larry L. MacKenzie has served as Vice President-Revenue
Operations of Dorney Park since 1997. Prior to 1997, he served
as Director-Revenue Operations of Dorney Park for more than five
years.
James L. Miears. See "Directors" above.
Charles M. Paul has served as Corporate Controller since 1996,
and prior to that was Controller of Cedar Point for more than
five years. Mr. Paul is a certified public accountant.
<PAGE>
Richard R. Rau has served as Director-Marketing of Worlds of Fun
since 1996. From 1994 to 1996, he served as Director-General
Services of Worlds of Fun, and prior to that was Sales Manager of
Worlds of Fun for more than five years.
Thomas W. Salamone has served as Treasurer since 1982.
Alan L. Schwartz has served as Vice President-Finance of
Valleyfair since 1978. Mr. Schwartz is a certified public
accountant.
Linnea Stromberg-Wise has served as Vice President-Marketing of
Valleyfair since 1995. Prior to 1995, she served as Director-
Marketing of Valleyfair for more than five years.
Executive Officers (continued):
Joseph L. von der Weis has served as Corporate Vice President-
Accommodations since 1996. From 1978 to 1996, he served as Vice
President-Accommodations of Cedar Point.
Walter R. Wittmer has served as Vice President & General Manager
of Valleyfair since 1988.
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 all filing requirements applicable to the
Insiders were met for 1998.
<PAGE>
<TABLE>
ITEM 11. EXECUTIVE COMPENSATION.
SUMMARY COMPENSATION TABLE
<CAPTION>
<S> <C> <C> <C> <C> <C>
Long
Annual Term
Compensation Compensation
(a) (b) (c) (d) (f) (i)
Restricted All
Unit Other
Salary Bonus Awards Compensation
Name and Year ($) ($) ($) ($)
Principle Position
Richard L. Kinzel 1998 296,924 786,067 519,500 16,200
President and 1997 219,538 550,907 448,688 15,950
Chief Executive 1996 207,692 516,532 349,627 81,960
Officer
James L. Miears, 1998 164,923 314,509 137,400 16,200
Executive Vice 1997 162,730 296,853 125,706 15,950
President and 1996 155,770 281,745 202,615 42,460
General Manager-
Cedar Point
Bruce A. Jackson 1998 154,346 295,386 215,800 16,200
Corporate Vice 1997 137,731 301,323 144,616 15,950
President-Finance 1996 130,770 236,593 108,355 25,660
and Chief Financial
Officer
Walter R. Wittmer 1998 154,731 295,386 165,800 16,200
Vice President 1997 147,731 269,535 117,052 15,950
and General 1996 140,769 254,653 172,379 94,060
Manager-Valleyfair
Daniel R. Keller 1998 154,692 295,386 165,800 16,200
Vice President 1997 146,731 267,713 144,809 15,950
and General 1996 139,809 252,848 98,936 15,260
Manager-Worlds of Fun
<PAGE>
Notes To Summary Compensation Table:
<CAPTION>
<S> <C>
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, Wittmer, and Keller as
of December 31, 1998, together with their market value
at yearend, were 74,556 ($1,938,468), 31,566
($820,718), 27,452 ($713,748), 28,370 ($737,623) and
21,910 ($569,667), respectively. These units will
accrue additional restricted 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:
1. Profit Sharing Retirement Plan - With respect to
1998, $11,200 was credited to the accounts of each
of the named executive officers.
2. Employees' Savings and Investment Plan - With
respect to 1998, $5,000 was credited to the accounts
of each of the named executive officers.
3. Supplemental Retirement Benefits - No amounts
were awarded in 1998.
</TABLE>
Cash bonuses, restricted unit awards, and supplemental retirement
benefits provided to the Partnership's executive management are
reimbursed by the General Partner out of funds provided by its
management and incentive fees and cash distributions from the
Partnership.
<PAGE>
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 and $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.
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 are eligible 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
In addition, seven executive officers of the Partnership,
including each of the executive officers named in the Summary
Compensation Table, are entitled to severance payments and
continuation of existing insurance benefits if their employment
is terminated within 24 months after any change in control
occurs, as defined in a plan approved by the Board of Directors
in 1995. Such severance payments and benefits range from 1.6
times the last five years' average cash compensation and 24
months of continued insurance benefits for park General Managers
to three times the last five years' average cash compensation,
less $1, and 36 months of continued insurance benefits, for the
President and Chief Executive Officer.
<PAGE>
Restricted Unit Awards.
Restricted unit awards represent the named executive officer's
right to receive 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 the date of grant, at which time
unrestricted units are issued.
In the event of death, total disability, retirement at age 62 or
over, removal of the 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 cash 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. 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 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.
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
A. Security Ownership of Certain Beneficial Owners.
According to information obtained by the Partnership from
Schedule 13G filings with the Securities and Exchange Commission
concerning the beneficial ownership of its units (determined in
accordance with the rules of the Securities and Exchange
Commission), there were no parties known to the Partnership to
own more than 5 percent of its Depositary Units representing
limited partner interests as of February 1, 1999.
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 1, 1999.
<TABLE>
<C> Amount and Nature of Beneficial Ownership
<S> <C> <C> <C> <C> <C> <C>
Percent
Name of Beneficial Investment Power Voting Power of
Beneficial Owner Ownership Sole Shared Sole Shared Units
Richard L. Kinzel(1) 708,089 304,587 403,502 304,587 403,502 1.4
Lee A. Derrough 2,000 2,000 -0- 2,000 -0- *
Richard S. Ferreira 1,000 -0- 1,000 -0- 1,000 *
Terry C. Hackett(2) 475,179 -0- 475,179 -0- 475,179 *
Mary Ann Jorgenson(3) 764,776 400 764,376 400 764,376 1.5
Donald H. Messinger 1,307 1,307 -0- 1,307 -0- *
James L. Miears(1) 452,840 57,049 395,791 57,049 395,791 *
Thomas A. Tracy 7,519 4,827 2,692 4,827 2,692 *
Bruce A. Jackson 75,031 73,031 2,000 73,031 2,000 *
Daniel R. Keller(1) 448,082 65,062 383,020 65,062 383,020 *
Walter R. Wittmer 45,357 45,357 -0- 45,357 -0- *
All Directors and
officers as a group
(27 individuals) 2,642,232 941,103 1,701,129 941,103 1,701,129 5.1
* Less than one percent of outstanding units.
</TABLE>
<PAGE>
(1)Includes 383,020 units held by a corporation of which Messrs.
Kinzel, Miears and Keller, together with certain current and
former executive officers of the General Partner, 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 Keller disclaim beneficial
ownership of 331,400, 341,724 and 346,886, 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)Excludes 40,000 units held in an escrow account and 5,419,588
units held by other members of the Knott family.
(3)Includes 763,976 units held by certain trusts of which Mrs.
Jorgenson and another partner of Squire, Sanders & Dempsey
L.L.P. are trust advisors, as to which Mrs. Jorgenson
disclaims beneficial ownership.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Attention is directed to Note 1 to the consolidated financial
statements. Also, see Item 2 for discussion of a land
acquisition from an affiliate of Hunt Midwest Enterprises, Inc.
<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 pages 7-14
in the Registrant's 1998 Annual Report to Unitholders, which are
incorporated herein by this reference.
(i) Consolidated Balance Sheets - December 31, 1998
and 1997.
(ii) Consolidated Statements of Operations - Years
ended December 31, 1998, 1997 and 1996.
(iii) Consolidated Statements of Partners' Equity -
Years ended December 31, 1998, 1997 and 1996.
(iv) Consolidated Statements of Cash Flows - Years
ended December 31, 1998, 1997 and 1996.
(v) Notes to Consolidated Financial Statements -
December 31, 1998, 1997 and 1996.
(vi) Report of Independent Public Accountants.
A.2. Financial Statement Schedules
All Schedules are omitted, as the information is not required or
is otherwise furnished.
<PAGE>
A. 3. Exhibits
The exhibits listed below are incorporated herein by reference to
prior SEC filings by Registrant.
Exhibit
Number Description
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.
10.4 Private Shelf Agreement with The Prudential
Insurance Company of America dated August 24,
1994 and $50,000,000, 8.43% Senior Note Due
August 24, 2006. Incorporated herein by
reference to Exhibit 10.1 to Registrant's Form 10-
Q for the quarter ended October 2, 1994.
10.9 Credit Agreement dated as of December 19, 1997
between Cedar Fair, L.P., Cedar Fair, Magnum
Management Corporation and Knott's Berry Farm as
co-borrowers, and KeyBank National Association,
NBD Bank, National City Bank, First Union Bank
and Mellon Bank, N.A. as lenders. Incorporated
herein by reference to Exhibit 10.1 to
Registrant's Form 8-K filed January 13, 1998.
10.10 Amendment No. 1 dated as of January 28, 1998, to
Credit Agreement dated as of December 19, 1997.
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.
10.17 Cedar Fair, L.P. Executive Severance Plan dated
as of July 26, 1995. Incorporated herein by
reference to Exhibit 10.17 to Registrant's Annual
Report on Form 10-K for the year ended December
31, 1995.
10.18 Contribution Agreement by and among Cedar Fair,
L.P., Knott's Berry Farm and the Partners of
Knott's Berry Farm, dated December 19, 1997.
Incorporated herein by reference to Exhibit 10 to
Registrant's Form 8-K filed January 13, 1998.
10.19 Private Shelf Agreement with The Prudential
Insurance Company of America dated January 28,
1998 and $50,000,000, 6.68% Series B Notes due
August 24, 2011.
13 1998 Annual Report to Unitholders.
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.
Not applicable.
<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 26, 1999
/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>
<CAPTION>
<S> <C> <C> <C>
Signature Title Date
President and Chief March 26, 1999
/S/ Richard L. Kinzel Executive Officer,
Richard L. Kinzel Director
Corporate Vice March 26, 1999
/S/ Bruce A. Jackson President-Finance
Bruce A. Jackson (Chief Financial
Officer)
/S/ Charles M. Paul Corporate Controller March 26, 1999
Charles M. Paul (Chief Accounting
Officer)
/S/ Lee A. Derrough Director March 26, 1999
Lee A. Derrough
/S/ Richard S. Ferreira Director March 26, 1999
Richard S. Ferreira
/S/ Terry C. Hackett Director March 26, 1999
Terry C. Hackett
/S/ Mary Ann Jorgenson Director March 26, 1999
Mary Ann Jorgenson
/S/ Donald H. Messinger Director March 26, 1999
Donald H. Messinger
Executive Vice March 26, 1999
/S/ James L. Miears President,
James L. Miears Director
/S/ Thomas A. Tracy Director March 26, 1999
Thomas A. Tracy
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 1,137
<SECURITIES> 0
<RECEIVABLES> 6,253
<ALLOWANCES> 0
<INVENTORY> 10,245
<CURRENT-ASSETS> 20,967
<PP&E> 775,598
<DEPRECIATION> 175,554
<TOTAL-ASSETS> 631,325
<CURRENT-LIABILITIES> 77,231
<BONDS> 0
0
0
<COMMON> 336,701
<OTHER-SE> 5,290
<TOTAL-LIABILITY-AND-EQUITY> 631,325
<SALES> 419,500
<TOTAL-REVENUES> 409,500
<CGS> 48,061
<TOTAL-COSTS> 306,892
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 14,660
<INCOME-PRETAX> 97,948
<INCOME-TAX> 14,507
<INCOME-CONTINUING> 83,441
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 83,441
<EPS-PRIMARY> 1.62
<EPS-DILUTED> 1.58
</TABLE>
