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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, 1996
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 14, 1997 of
$38.25 per unit was $847,000,000.
Number of Depositary Units representing limited partner interests outstanding
as of February 14, 1997: 22,960,208.
*********************************
The Exhibit Index is located at Page 41
Page 1 of 42 pages
CEDAR FAIR, L.P.
INDEX
PART I PAGE
Item 1. Business 3
Item 2. Properties 8
Item 3. Legal Proceedings 8
Item 4. Submission of Matters to a Vote 8
of Security Holders
PART II
Item 5. Market for Registrant's
Depositary Units and Related 9
Unitholder Matters
Item 6. Selected Financial Data 10
Item 7. Management's Discussion and
Analysis of Financial Condition 12
and Results of Operations
Item 8. Financial Statements and 14
Supplementary Data
Item 9. Changes in and Disagreements with
Accountants on Accounting and 25
Financial Disclosure
PART III
Item 10. Directors and Executive Officers 26
of Registrant
Item 11. Executive Compensation 31
Item 12. Security Ownership of Certain
Beneficial Owners and Management 35
Item 13. Certain Relationships and Related 36
Transactions
PART IV
Item 14. Exhibits, Financial Statement
Schedules, and Reports on Form 8-K 37
Signatures 40
PART I
ITEM 1. BUSINESS.
Cedar Fair, L.P. (the "Partnership") is a publicly traded
Delaware limited partnership, which was originally organized as a
Minnesota limited partnership in 1983 for the purpose of
acquiring Cedar Point, Inc. ("CPI"). The Partnership is managed
by Cedar Fair Management Company (the "Managing General
Partner"). Under the Revenue Act of 1987, the Partnership's tax
status is scheduled to expire on December 31, 1997. See Note 2
to the Consolidated Financial Statements in Item 8 for further
information on the Partnership's tax status.
The Partnership owns and operates four amusement parks: Cedar
Point, located on Lake Erie between Cleveland and Toledo in
Sandusky, Ohio; Valleyfair, located near Minneapolis-St. Paul in
Shakopee, Minnesota; Dorney Park & Wildwater Kingdom ("Dorney
Park"), located near Allentown in South Whitehall Township,
Pennsylvania; and Worlds of Fun/Oceans of Fun ("Worlds of Fun"),
which was acquired on July 28, 1995, 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.
Generally, the parks are open daily from 9:00 a.m. to 10:00-12:00
p.m. 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 the parks are derived during an
approximately 130-day operating season. The parks charge a basic
daily admission price, which allows unlimited use of all rides
and attractions with the exception of Challenge Park and Soak
City at Cedar Point, Challenge Park at Valleyfair, Thrills
Unlimited 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 13 through 24 and families. Families
are believed to be attracted by a combination of the rides and
entertainment and the clean, wholesome atmosphere. Young people
are believed to be attracted by the action-packed rides. During
the operating season, the parks conduct active television, radio,
and newspaper advertising campaigns in their major market areas.
CEDAR POINT PARK
Cedar Point, which was first developed as a recreational area in
1870, is located on a peninsula in Sandusky, Ohio bordered by
Lake Erie and Sandusky Bay, approximately 60 miles west of
Cleveland and 100 miles southeast of Detroit. Cedar Point is
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
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 over 50 rides and attractions, including "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;
"Berenstain Bear Country," a 1.2 acre children's activity area
based on the best-selling Random House children's books created
by Stan and Jan Berenstain; "Oceana," which features a live
dolphin and sea lion show in a stadium seating up to 1,600
persons; live entertainment shows featuring talented college
students in three 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; an aquarium; a museum;
bathing beach facilities; "Soak City" water park, an extra-charge
attraction which includes "Zoom Flume," a large water slide raft
ride, ten additional water slides, two river rafting rides, two
children's activity areas, and new in 1997, 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 a Can-Am-
style go-kart track. In addition, there are over 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, which has 496 guest rooms in addition to
dining and lounge facilities, a private beach, lake swimming, a
conference/meeting center and two outdoor pools; 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; and
beginning in 1997, the Radisson Harbour Inn, a 237-room full-
service hotel which will remain open throughout the year, located
at the Causeway entrance to the park, with more than 10,000
square feet of meeting space, banquet facilities and an adjoining
TGI Friday's restaurant.
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 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 2,500 of the park's
approximately 3,800 seasonal employees.
VALLEYFAIR PARK
Valleyfair, which opened in 1976 and was acquired by CPI in 1978,
is located near Minneapolis-St. Paul in Shakopee, Minnesota, and
is the largest amusement park in Minnesota. Valleyfair's market
area is centered in Minneapolis-St. Paul, which has a population
of approximately two million, but the park also draws visitors
from other areas in Minnesota and surrounding states with a
combined population of eight million.
Valleyfair is comprised of approximately 35 rides and
attractions, including "Wild Thing," one of the tallest and
fastest roller coasters in the world; four 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; and "The Hydroblaster,"
a 40-foot tall wet/dry slide, or "water coaster." In addition,
there are over 20 restaurants, fast food outlets and refreshment
stands, and a number of gift shops, novelty shops and game areas.
DORNEY PARK
Dorney Park, which was first developed as a summer resort area in
1884, was acquired by the Partnership 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 over 50 rides and attractions, including
"Steel Force," one of the tallest and fastest roller coasters in
the world, which is new in 1997; "Hercules," a world-class wooden
roller coaster; two additional roller coasters; "White Water
Landing," one of the world's tallest water flume 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; a kiddie area featuring
"Chester Cheetah's Playland"; live musical shows featuring
talented college students; "Thrills Unlimited," an extra-charge
attraction area which includes a go-kart track and two 18-hole
themed miniature golf courses; the "Red Garter Saloon," an 1890's
style restaurant and saloon featuring live shows; "Berenstain
Bear Country," a major children's activity area; and an antique
Dentzel carousel carved in 1921. In addition, there are over 30
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 which opened in 1982, were acquired by the
Partnership on July 28, 1995. Located in Kansas City, Missouri,
Worlds of Fun is one of the largest amusement parks in the
Midwest and 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 "Timber
Wolf," a world-class wooden roller coaster; two additional roller
coasters; "Detonator," a 185-foot tall thrill ride, which
launches riders straight up the only twin-tower structure of its
kind in the world; "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 new in 1997,
"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 "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 Managing 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 after the parks close in October through
May, just prior to the beginning of the next operating season.
Capital expenditures for the calendar year may differ from
amounts identified with a particular operating season because of
timing considerations such as weather conditions, site
preparation requirements and availability of ride components,
which result in accelerated or delayed expenditures around
calendar yearends.
COMPETITION
In general, the Partnership competes with all phases of the
recreation industry within its primary market areas of Cleveland,
Detroit, Minneapolis-St. Paul, Philadelphia and Kansas City,
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.
Camp Snoopy, an indoor amusement park at the Mall of America, is
located approximately 15 miles from Valleyfair and is the park's
only nearby direct competitor. Adventureland, a theme park in
Des Moines, Iowa, is located approximately 250 miles from
Valleyfair.
Dorney Park faces the greatest competition of all the
Partnership's parks, with Hershey Park in central Pennsylvania
and Six Flags Great Adventure in the New Jersey / New York area
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.
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 divisions 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 600 full-time employees.
During the operating season, Cedar Point, Valleyfair, Dorney Park
and Worlds of Fun have approximately 3,800, 1,200, 2,600 and
2,200 seasonal employees, respectively, most of whom are college
students. Approximately 2,500 of Cedar Point's seasonal
employees and 210 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.
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. Two
seasonal employee housing complexes and a fast-food restaurant
operated by the Partnership, and the Radisson Harbour Inn and
adjoining TGI Friday's restaurant operated by a 99%-owned
affiliate, 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.
At Valleyfair approximately 125 acres have been developed, and
approximately 75 additional acres remain available for future
expansion.
Dorney Park is situated on approximately 200 acres, including 41
acres of vacant land that the Partnership acquired in 1992,
primarily for guest parking. The Partnership plans to continue
to develop the area located between the amusement park and the
water park, previously used for guest parking, by adding new
rides, attractions and retail facilities over the next several
years.
At Worlds of Fun approximately 230 acres have been developed, and
approximately 80 additional 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.
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 14,
1997, there were approximately 10,000 registered holders of Cedar
Fair, L.P. Depositary Units, representing limited partner
interests. The cash distributions declared and the high and low
prices of the Partnership's units are shown in the table below:
1996 Distribution High Low
1st Quarter $.5750 39 36 1/4
2nd Quarter .5750 38 3/4 34
3rd Quarter .6250 38 1/4 32 1/4
4th Quarter .6250 37 34 3/8
1995 Distribution High Low
1st Quarter $.5625 32 3/4 28 1/8
2nd Quarter .5625 32 1/8 29 1/2
3rd Quarter .5750 32 1/4 29 7/8
4th Quarter .5750 37 1/8 30 1/2
ITEM 6. SELECTED FINANCIAL DATA.
For the years ended December 31,
1996 1995(1) 1994(2) 1993(3) 1992(4)
(In thousands except amounts per unit and per capita)
OPERATING DATA
Net revenues $250,523 $218,197 $198,358 $178,943 $152,961
Operating 81,121 73,013 68,016 57,480 49,111
income
Net income 74,179 66,136 62,825 61,879 42,921
Per limited
partner unit (6) 3.18 2.90 2.79 2.75 1.96
FINANCIAL POSITION
Total assets 304,104 $274,717 $223,982 $218,359 $209,472
Working capital
(deficit) (27,511) (27,843) (25,404) (22,365) (19,028)
Long-term debt 87,600 80,000 71,400 86,800 89,700
Partners' 169,994 151,476 115,054 99,967 81,333
equity
DISTIBUTIONS DECLARED
Per limited
partner unit $2.40 $2.275 $2.125 $1.925 $1.725
OTHER DATA
Depreciation &
amortization $19,072 $16,742 $14,960 $14,473 $12,421
Cash flow from
operating
activities 94,161 84,565 81,093 69,243 56,034
Capital
expenditures 30,239 28,520 19,237 23,813 15,934
Combined 6,920 6,304 5,918 5,511 4,857
attendance
Combined guest
per capita
spending (7) $31.75 $30.29 $30.04 $28.86 $27.98
For the years ended December 31,
1991 1990 1989 1988 1987(5)
(In thousands except amounts per unit and per capita)
OPERATING DATA
Net revenues $127,950 $121,962 $120,013 $103,157 $102,815
Operating 42,394 40,324 39,616 30,132 30,114
income
Net income 35,975 33,173 31,623 22,593 1,452
Per limited
partner unit (6) 1.68 1.55 1.48 1.06 0.09
FINANCIAL POSITION
Total assets $142,532 $141,668 $136,036 $135,395 $136,750
Working capital
(deficit) (14,616) (13,446) (11,908) (10,915) (9,712)
Long-term debt 65,900 69,900 71,100 77,900 79,600
Partners' 55,132 51,755 47,439 41,039 41,532
equity
DISTRIBUTIONS DECLARED
Per limited
partner unit $1.525 $1.35 $1.18 $1.08 $0.71
OTHER DATA
Depreciation &
amortization $10,314 $9,706 $9,168 $9,075 $8,780
Cash flow from
operating
activities 46,275 43,703 41,000 32,596 20,812
Capital
expenditures 10,333 15,168 9,797 8,112 7,877
Combined 4,088 4,130 4,310 3,907 4,123
attendance
Combined guest
per capita
spending (7) $27.84 $26.64 $25.45 $23.80 $22.98
NOTE 1 - Worlds of Fun/Oceans of Fun is included in 1995 data for
the period subsequent to its acquisition on July 28, 1995.
NOTE 2 - 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 3 - The 1993 operating results include a nonrecurring credit
for deferred taxes of $11.0 million, or $0.49 per unit.
NOTE 4 - Dorney Park & Wildwater Kingdom is included in 1992 data
for the period subsequent to its acquisition on July 21, 1992.
NOTE 5 - The 1987 operating results include extraordinary and
nonrecurring expenses of $13.9 million. or $0.86 per unit.
NOTE 6 - Net income per limited partner unit is computed based on
the weighted average number of units outstanding.
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.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
Net revenues for the year ended December 31, 1996 were $250.5
million, a 15% increase over the year ended December 31, 1995.
This followed a 10% increase in 1995, when revenues rose to
$218.2 million form $198.4 in 1994. Net revenues for 1996
reflect an increase of 10% in combined attendance (from 6.3
million to 6.9 million) and a 5% increase in combined guest per
capita spending at our four parks. The 1996 results include
Worlds of Fun/Oceans of Fun for the entire year, while last year
the park's results were included only for the period following
its acquisition on July 28, 1995.
In 1996, World of Fun's full year contribution accounted for most
of the partnership's combined attendance increase, and Valleyfair
achieved a record year, offsetting small decreases at the other
parks. Nearly perfect weather throughout the operating season,
together with the successful debut of it's new world-class
coaster, Wild Thing, contributed to Valleyfair's record
performance. In 1995, combined attendance increased 7% to 6.3
million, principally due to Worlds of Fun's contribution for the
period following its acquisition. In 1994, Cedar Point achieved
a record year through favorable weather and the very successful
debut of the Raptor inverted roller coaster, and combined
attendance increased 7% to 5.9 million from 5.5 million.
Combined guest per capita spending increased 1% in 1995 and 4% in
1994.
Costs and expenses before depreciation and amortization in 1996
increased to $150.3 million from $128.4 million in 1995 and
$115.4 in 1994, but increased only slightly as a percentage of
revenues, due to World of Fun's lower profit margins. Included
in costs and expenses are approximately $4.3 million of incentive
fees earned by the managing general partner in 1996. This
compares to $3.9 million and $3.4 million of incentive fees
earned in 1995 and 1994, respectively.
Operating income in 1996 increased 11% to $81.1 million,
following a 7% increase in 1995 and an 18% increase in 1994. The
1996 increase in operating income was the result of greater
profits generated from our original three parks, together with
Worlds of Fun's first full year profit contribution. In 1995,
operating income increased as a result of increased per capita
spending at our original three parks and a $2.1 million
contribution from Worlds of Fun for the period after its
acquisition. A record year at Cedar Point, along with Valleyfair
rebounding strongly from 1993, generated the strong increase in
operating income for 1994.
Net income for 1996 increased 12% to $74.2 million from $66.1
million in 1995 and $62.8 million in 1994. Net income for 1994
included nonrecurring gains of $2.1 million related to insurance
claim settlements, partially offset by a $0.7 million charge to
interest expense for refinancing of long-term debt.
For 1997, the Partnership plans to invest $32 million in capital
improvements, including a world-class roller coaster at Dorney
Park and a 6.5-acre expansion of Cedar Point's Soak City water
park. We are optimistic that these major attractions, 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 and the economy, 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.
FINANCIAL CONDITION
The Partnership ended 1996 in sound financial condition in terms
of both liquidity and cash flow. The negative working capital
ratio of 3.3 at December 31, 1996 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 1996, cash generated from operations totaled $94.2 million.
The Partnership used $30.2 million for capital expenditures,
$54.5 million for distributions to partners and $8.4 million for
the reduction of debt. Distributions in 1997, at the current
annual rate of $2.50 per unit, would total approximately $58
million, 6% higher than the distributions paid in 1996.
The Partnership has available through April 1999 a $95 million
revolving credit facility, of which $33.1 million was borrowed
and in use as of December 31, 1996, and an annual $15 million
standby facility. The maximum level of borrowings during 1996 on
revolving credit facilities was $98.7 million. Credit facilities
and cash flow are expected to be adequate to meet seasonal
working capital needs, planned capital expenditures and
distribution requirements.
Under the Revenue Act of 1987, the Partnership's tax status is
scheduled to expire on December 31, 1997. In connection with the
change in tax status, the Partnership expects to record a
deferred tax asset and corresponding credit to income tax expense
at the time of conversion currently estimated to be in excess of
$50 million (see Note 2 to the Consolidated Financial
Statements).
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, 1996 and 1995, and the related
consolidated statements of operations, partners' equity and cash
flows for each of the three years in the period ended December
31, 1996. 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, 1996 and
1995, and the results of their operations and their cash flows
for each of the three years in the period ended December 31, 1996
in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Cleveland, Ohio,
January 23, 1997.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except per unit data)
For the years ended December 31, 1996 1995 1994
Net revenues:
Admissions $135,838 $112,582 $100,532
Food, merchandise and games 99,166 91,529 85,898
Accommodations and other 15,519 14,086 11,928
250,523 218,197 198,358
Cost and expenses:
Cost of products sold 25,022 22,880 21,113
Operating expenses 96,328 80,801 72,924
Selling, general and
administrative 28,980 24,761 21,345
Depreciation and amortization 19,072 16,742 14,960
169,402 145,184 130,342
Operating income 81,121 73,013 68,016
Insurance claim settlements -- -- 2,102
Interest expense, net 6,942 6,877 7,293
Net income $74,179 $66,136 $62,825
Net income allocated to general
partners 742 661 628
Net income allocated to limited
partners $73,437 $65,475 $62,197
Weighted average limited
partner units and equivalents 23,058 22,607 22,267
outstanding
Net income per limited partner
unit $3.18 $2.90 $2.79
The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.
CONSOLIDATED BALANCE SHEET
(In thousands)
December 31, 1996 1995
Assets
Current Assets:
Cash $ 1,279 $ 111
Receivables 2,984 2,468
Inventories 4,446 4,387
Prepaids 3,021 2,839
Total current assets 11,730 9,805
Land, Buildings and Equipment:
Land 29,056 27,999
Land improvements 39,711 36,617
Buildings 105,545 88,910
Rides and equipment 231,457 205,364
Construction in progress 6,454 8,047
412,223 366,937
Less accumulated depreciation (130,585) (113,097)
281,638 253,840
Intangibles, net of amortization 10,736 11,072
$304,104 $274,717
Liabilities and Partners' Equity
Current Liabilities:
Accounts payable $ 5,251 $ 6,409
Distribution payable to partners 14,495 13,335
Accrued interest 1,555 1,685
Accrued taxes 3,604 2,889
Accrued salaries, wages and benefits 5,539 4,601
Self-insurance reserves 6,635 6,402
Other accrued liabilities 2,162 2,327
Total current liabilities 39,241 37,648
Other Liabilities 7,269 5,593
Long-Term Debt:
Revolving credit loans 33,100 30,000
Term debt 54,500 50,000
87,600 80,000
Partners' Equity:
Special L.P. interests 5,290 5,290
General partners 717 531
Limited partners, 22,960,208 units
outstanding 163,987 145,655
169,994 151,476
$304,104 $274,717
The accompanying Notes to Consolidated Financial Statements are
an integral part of these balance sheets.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
For the years ended December 31, 1996 1995 1994
Cash Flows From (For) Operating Activities
Net income $74,179 $66,136 $62,825
Adjustments to reconcile net income to net
cash from operating activities
Depreciation and amortization 19,072 16,742 14,960
Change in assets and liabilities, net of
effects from acquisitions:
Decrease in inventories 22 670 86
Decrease (increase) in current and other
assets (422) 267 (1,311)
Increase (decrease) in accounts payable (1,541) (2,188) 695
Increase in self-insurance reserves 233 315 1,903
Increase in other current liabilities 942 956 349
Increase in other liabilities 1,676 1,667 1,586
Net cash from operating activities 94,161 84,565 81,093
Cash Flows From (For) Investing Activities
Capital expenditures (30,239) (28,520) (19,237)
Acquisition of JHW Limited Partnership:
Land, buildings and equipment acquired (16,295) -- --
Negative working capital assumed, net of cash
acquired 442 -- --
Acquisition of Worlds of Fun/Oceans of Fun:
Land, buildings, rides and equipment acquired
-- (37,350) --
Negative working capital assumed, net of cash
acquired -- 1,481 --
Net cash (for) investing activities (46,092) (64,389) (19,237)
Cash Flows From (For) Financing Activities
Net payments on revolving credit loans (8,375) (5,303) (15,400)
Distributions paid to partners (54,501) (51,245) (46,334)
Acquisition of JHW Limited Partnership:
Borrowings on revolving credit loans 11,475 -- --
Long-term debt of JHW Limited Partnership 4,500 -- --
Acquisition of Worlds of Fun/Oceans of Fun:
Borrowings on revolving credit loans for
refinancing of assumed long-term debt -- 13,903 --
Issuance of limited partnership units -- 22,230 --
Net cash (for) financing activities (46,901) (20,415) (61,734)
Cash:
Net increase (decrease) for the period 1,168 (239) 122
Balance, beginning of period 111 350 228
Balance, end of period $1,279 $111 $350
Supplemental Information:
Cash payments for interest expense $7,072 $6,787 $7,039
The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.
CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY
(In thousands)
Special General Limited Total
L.P. Partners' Partners' Partners'
Interests Equity Equity Equity
Balance at December 31, 1993 $5,290 $238 $94,439 $99,967
Allocation of net income -- 628 62,197 62,825
Partnership distributions
declared ($2.125 per limited
partner unit) -- (477) (47,261) (47,738)
Balance at December 31, 1994 $5,290 $389 $109,375 $115,054
Issuance of 720,000 limited
partnership units, for
acquisition of Worlds of
Fun/Oceans of Fun -- -- 22,230 22,230
Allocation of net income -- 661 65,475 66,136
Partnership distributions
declared ($2.275 per limited
partner unit) -- (519) (51,425) (51,944)
Balance at December 31, 1995 $5,290 531 145,655 151,476
Allocation of net income -- 742 73,437 74,179
Partnership distributions
declared ($2.40 per limited
partner unit) -- (556) (55,105) (55,661)
Balance at December 31, 1996 $5,290 $717 $163,987 $169,994
The accompanying Notes to Consolidated Financial
Statements are an integral part of these statements.
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. ("CPI"). In 1987, 16 million
limited partnership units were sold to the public and
5,162,000 units were held by the original limited partners
of the Partnership. In 1992, the Partnership issued an
additional 1,078,208 limited partnership units in
connection with the acquisition of Dorney Park & Wildwater
Kingdom. These 22,240,208 units are listed on the New
York Stock Exchange.
On July 28, 1995, the Partnership issued 720,000 limited
partnership units in connection with the acquisition of
Worlds of Fun/Oceans of Fun, as discussed in Note 7. These
units have not been registered with the Securities and
Exchange Commission, and are subject to certain trading
restrictions through July 1998. Net income per limited
partner unit has been computed based on the weighted
average units and equivalents outstanding.
The Partnership's two General Partners are (a) Cedar Fair
Management Company, an Ohio corporation owned by the
Partnership's executive management (the "Managing General
Partner") and (b) CF Partners (the "Special General
Partner"), a Delaware general partnership whose equal
partners are two former Directors and a Trust, whose co-
trustee is Director Mary Ann Jorgenson. Mrs. Jorgenson is
a partner in the law firm which serves as the
Partnership's general counsel.
The Managing and Special General Partners each own a 0.5%
general partner interest in the Partnership's income and
losses, except in defined circumstances. The Managing
General Partner has full control over all activities of
the Partnership.
For the services it provides, the Managing General Partner
earns a fee equal to .25% of the Partnership's net
revenues, as defined, and also earns incentive
compensation when quarterly distributions exceed certain
levels as defined in the Partnership Agreement. The
Managing General Partner earned $4,926,000, $4,430,000 and
$3,874,000 of such fees in 1996, 1995 and 1994,
respectively. The Special General Partner receives a
fixed annual amount of $800,000 for its services, which
includes its share of cash distributions.
The General Partners may, with the approval of a specified
percentage of the limited partners, make additional
capital contributions to the Partnership, but are only
obligated to do so if the liabilities of the Partnership
cannot otherwise be paid or there exists a negative
balance in their capital account at the time of their
withdrawal from the Partnership. The Managing 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, its
wholly-owned corporate subsidiaries, and a 99%-owned
partnership. All significant intercompany transactions
and balances are eliminated in consolidation.
Estimates- The preparation of financialmstatements in
conformity with generally accepted accounting p inciples
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 financialmstatements, and the reported amounts
of revenues and expenses during each period. Actual
results could differ from those estimates.
Inventories - All inventories are valued at the lower of
first-in, first-out cost or market. The Partnership's
inventories p imarily represent purchased products, such
as merchandise and food, for sale to its customers.
Depreciation - The Partnership's policy is to provide
depreciation on a straight-line basis over the estimated
useful lives of its assets. The composite method is used
for the group of assets acquired as a whole from CPI in
1983, for the Dorney Park & Wildwater Kingdom assets
acquired in 1992, for the Worlds of Fun/Oceans of Fun
assets acquired in 1995 and for the JHW Limited
Partnership assets acquired at the end of 1996. The unit
method is used for all individual assets subsequently
purchased.
Under the composite depreciation method, assets with
similar estimated lives are grouped together and the
several pools of assets are depreciated on an aggregate
basis. Gains and losses on the retirement of assets,
except those related to abnormal retirements, are credited
or charged to accumulated depreciation. Accumulated gains
and losses on asset retirements under the composite
depreciation method have not been significant.
Under the unit method of depreciation, individual assets
are depreciated over their estimated useful lives with
gains and losses on all asset retirements recognized
currently in income.
The weighted average useful lives combining both methods
are approximately:
Land i provements 23 Years
Buildings 29 Years
Rides 17 Years
Equipment 10 Years
Goodwill is amortized over a 40-year period.
Segment Reporting - The Partnership is in the single
business of operating a usement parks with accompanying
resort facilities.
Income Taxes - The accompanying statements of operations
do not include a provision for current federal or state
income taxes, as the income of the Partnership is not
taxed directly; rather, the Partnership's tax attributes
are included in the individual tax returns of its
partners. Neither the Partnership's financialmreporting
income, nor the distributions to unitholders, can be used
as a substitute for the detailed tax calculations which
the Partnership ust perform annually for its partners.
The tax returns of the Partnership are subject to
examination by state and federal tax authorities. If such
examinations result in changes to taxable income, the tax
liability of the partners could be changed accordingly.
The Omnibus Budget Reconciliation Act of 1993 (the "Act")
was signed into law in August 1993. Among other
provisions, the Act allows taxpayers who acquire an
interest in an intangible asset to deduct its amortization
over a 15-year period beginning the month in which the
intangible asset is acquired. This provision extends to
the acquisition of partnership interests, to the extent
that taxpayers obtain an increased basis for the
intangible assets of the Partnership. The effect of the
Act on taxpayers acquiring Cedar Fair, L.P. units at
market prices is to provide amortization deductions which
offset a substantialmportion of the taxable income
otherwise allocable by the Partnership to these units.
The amortization deductions will be recaptured and taxed
as ordinary income upon sale of the Partnership units.
These rules generally were effective for purchases of
Partnership units after August 10, 1993, but transitional
relief in the Act permitted partners to elect to apply the
new rules to all units acquired after July 25, 1991.
The Revenue Act of 1987 provides that a "publicly traded
partnership," such as Cedar Fair, L.P., will be treated as
a corporation for federal income tax purposes beginning
January 1, 1998, including the payment of corporate income
taxes. The partners' remaining unamortized basis in the
Partnership's tangible and intangible assets may be
transferred to a taxable successor entity. This aggregate
tax basis would then be amortizable for tax purposes by
the new entity to substantially reduce its future taxable
income.
The amount of the tax basis available to a successor
entity will depend on the price and volume of trading in
the Partnership's units through the date of its conversion
to taxable status, the form of the conversion and the
resulting entity structure. The Partnership expects to
record a deferred tax asset and a corresponding credit to
income tax expense at the time of conversion for the step-
up in the tax basis of the Partnership assets. Based on
the price and volume of trading of the Partnership's units
through December 31, 1996, the deferred tax asset as of
that date is estimated to be in excess of $50 million.
However, the ultimate determination of the deferred tax
asset will be based on the actual te porary differences
existing at the date of the conversion, which is planned
to occur in the fourth quarter of 1997.
The 1987 legislation also provides that net income from
the Partnership is not treated as "passive income" for
federal income tax purposes. As a result, partners
subject to the passive activity loss rules are not
permitted to offset income from the Partnership with
passive losses from other sources.
(3) Long-Term Debt:
At December 31, 1996 and 1995, long-term debt consisted of
the following:
[CAPTION] 1996 1995
(In thousands)
[S] [C] [C]
Revolving credit loans $ 33,100 $ 30,000
Term debt 54,500 50,000
$ 87,600 $ 80,000
Revolving Credit Loans - The Partnership is party to a
revolving credit agreement with three banks under which it
has available a $95 million credit facility through April
30, 1999. Borrowings under this credit facility were
$33.1 million as of December 31, 1996. The maximum
outstanding balance during 1996 on revolving credit
facilities, including a $15 million standby credit line,
was $98.7 million.
Borrowings under this agreement bear interest at the
banks' prime lending rate, with favorable LIBOR and other
rate options. 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 August 1994, the Partnership refinanced its
$50 million in senior notes, reducing the interest rate to
8.43%. In connection with this refinancing, the
Partnership incurred a $0.7 million prepayment penalty
which is included in 1994 interest expense. The
Partnership is required to make annualmrepayments of $10
million in August 2002 through August 2006 and may make
prepayments with defined premiums. The fair value of the
aggregate future repayments on these senior notes at
December 31, 1996, as required by S atement of Financial
Accounting S andards No. 107, would be approximately $56.0
million, applying a discount rate of 6.7%.
The Partnership's consolidated balance sheet at December
31, 1996, also reflects a $4.5 million term note, as a
result of the acquisition of JHW Limited Partnership (see
Note 7). The term note, bearing interest at the bank's
prime lending rate, with LIBOR and other rate options, is
payable by JHW Limited Partnership in full on or before
December 31, 2004.
Covenants - Under the terms of the credit agreements, the
Partnership, among other restrictions, is required to
maintain a specified level of net angible assets, as
defined, and comply with certain cash flow, interest
coverage, and debt to net worth limits.
(4) Special L.P. Interests:
In accordance with the Partnership Agreement, the original
limited partners were allocated $5.3 million of 1987 and
1988 axable income (without any related cash
distributions) for which they received Special L.P.
Interests. The Special L.P. Interests do not participate
in cash distributions and have no voting rights. However,
the holders of Special L.P. Interests will receive in the
aggregate $5.3 million upon liquidation of the
Partnership.
(5) Retirement Plans:
The Partnership has trusteed, noncontributory retirement
plans for the majority of its e ploy es. Contributions
are discretionary and were $1,361,000 in 1996, $1,140,000
in 1995 and $1,120,000 in 1994.
The Partnership also has an E ploy es' Savings and
Investment Plan under which nonunion e ploy es can
contribute specified percentages of their salary, matched
up to a limit by the Partnership. Contributions by the
Partnership to this plan approximated $430,000 in 1996,
$352,000 in 1995 and $359,000 in 1994.
In addition, approximately 125 e ploy es are covered by
union-sponsored, multi-e ploy r pension plans for which
approximately $338,000, $298,000 and $294,000 were
contributed for the years ended December 31, 1996, 1995
and 1994, respectively. The Partnership believes that, as
of December 31, 1996, it would have no withdrawal
liability as defined by the Multi-e ploy r Pension Plan
Amendments Act of 1980.
In 1992, the Partnership amended its policy for payment of
fees earned by the Managing General Partner to permit a
portion of such fees to be deferred for payment after
retirement or over certain vesting periods as established
by the Board of Directors. Payment will be made in a
combination of limited partnership units and cash. The
amounts deferred were $2,196,000 in 1996, $1,783,000 in
1995 and $1,236,000 in 1994, including the value of
52,116, 36,831 and 27,991 limited partnership units
issuable in future years, which are included in the
calculation of 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) Acquisition:
At the close of business on December 31, 1996, the
Partnership acquired substantially all of the equity of
JHW Limited Partnership, which owns a 237-room Radisson
hotel and a large free-standing, full-service restaurant
near Cedar Point in Sandusky, Ohio. The purchase price of
approximately $16 million, including $4.5 million of long-
term debt, has been allocated to the assets of JHW based
on their relative fair values at the acquisition date.
The results of JHW's operations will be included in the
Partnership's consolidated financial statements beginning
in 1997.
At the close of business on July 28, 1995, the Partnership
acquired substantially all of the assets of Worlds of Fun
and Oceans of Fun, located in Kansas City, Missouri, in a
transaction valued at $40.0 million. Worlds of Fun is a
traditional, family-oriented amusement park and Oceans of
Fun is one of the largest water parks in the Midwest.
The purchase price consisted of the assumption of
approximately $17 million of liabilities and the issuance
of 720,000 unregistered limited partnership units
(recorded at the July 28 NYSE closing price of $30.875, or
$22.2 million in the aggregate). The Partnership
subsequently repaid $13.9 million of long-term debt
assumed with revolving credit borrowings at lowererates.
Worlds of Fun and Oceans of Fun's assets, liabilities and
results of operations since July 28, 1995 are included in
the accompanying consolidated financial statements. The
acquisition has been accounted for as a purchase, and
accordingly the purchase price has been allocated to
assets and liabilities acquired based upon their fair
values at the date of acquisition.
The table below summarizes the unaudited consolidated pro
forma results of operations assuming the acquisition had
occurred at the beginning of each of the periods
presented, with adjustments primarily attributable to
interest expense relating to the refinancing of long-term
debt and depreciation expense relating to the fair value
of assets acquired.
[CAPTION]
Years Ended December 31, 1995 1994
(In thousands except amounts per unit)
[S] [C] [C]
Net revenues $ 236,432 $229,986
Net income $ 66,083 $ 67,151
Net income per
limited partner unit $ 2.84 $ 2.89
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.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT.
Cedar Fair Management Company, an Ohio corporation owned
by the Partnership's executive management consisting of 19
individuals, is the Managing General Partner of the
Partnership and has full responsibility for the management
of the Partnership. CF Partners, a Delaware general
partnership, is the Special General Partner of the
Partnership. Collectively, the Managing General Partner
and the Special General Partner are called the General
Partners. For additional information, including the fees
paid to the General Partners for services rendered during
1996, attention is directed to Note 1 to the consolidated
financial statements on page 11 in the Registrant's 1996
Annual Report to Unitholders, which note is incorporated
herein by this reference.
Directors:
Name Age Position with Managing General
Partner
Richard L. Kinzel 56 President, Chief Executive
Officer, Director since 1986
Lee A. Derrough* 52 Director since 1995
Mary Ann Jorgenson* 56 Director since 1988
Donald H. Messinger* 53 Director since 1993
James L. Miears 61 Executive Vice President and
General Manager-Cedar Point,
Director since 1993
Thomas A. Tracy* 65 Director since 1993
* Member of Audit and Compensation Committees
The Board of Directors of the Managing General Partner has
a Compensation Committee and an Audit Committee. The
Compensation Committee reviews the Partnership's
compensation and employee benefit policies and programs
and recommends related actions, as well as executive
compensation decisions, to the Board of Directors. The
Audit Committee meets periodically with the Partnership's
independent auditors, reviews the activities of the
Partnership's internal audit staff, considers the
recommendations of the independent and internal auditors,
and reviews the annual financial statements upon
completion of the audit.
Each director of the Managing General Partner is elected
for a one-year term.
Executive Officers:
Name Age Position with Managing General Partner
Richard L. Kinzel 56 President and Chief Executive Officer
since 1986
John R. Albino 50 Vice President-General Manager-Dorney
Park since 1995
Richard J. 57 Corporate Vice President-General
Collingwood Services since 1992
Jacob T. Falfas 45 Vice President-Park Operations-Cedar
Point since 1993
Mark W. Freyberg 43 Vice President-Park Operations-
Valleyfair since 1996
Joseph E. Greene 54 Vice President-Maintenance-Dorney Park
since 1996
H. John 47 Vice President-Marketing-Cedar Point
Hildebrandt since 1993
Bruce A. Jackson 45 Corporate Vice President-Finance and
Chief Financial Officer since 1992
Lee C. Jewett 62 Corporate Vice President-Planning &
Design since 1990
Daniel R. Keller 47 Vice President-General Manager-Worlds of
Fun since 1995
James L. Miears 61 Executive Vice President-General Manager-
Cedar Point since 1993
Charles M. Paul 43 Corporate Controller since 1996
Thomas W. Salamone 52 Treasurer since 1982
Alan L. Schwartz 47 Vice President-Finance-Valleyfair
since 1978
Linnea 51 Vice President-Marketing-Valleyfair
Stromberg-Wise since 1995
Joseph L. von 64 Corporate Vice President-Accommodations
der Weis since 1996
Walter R. Wittmer 56 Vice President-General Manager-
Valleyfair since 1988
BUSINESS EXPERIENCE.
Directors:
Richard L. Kinzel has served as president and chief
executive officer since 1986. Mr. Kinzel has been
employed by the Partnership or its predecessor since 1972,
and from 1978 to 1986 he served as vice president and
general manager of Valleyfair.
Lee A. Derrough is President and Chief Executive Officer
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 ong as it owns more than 690,000 units of
Cedar Fair, L.P. Mr. Derrough is also a past president of
the International Association of Amusement Parks and
Attractions.
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.
Mrs. Jorgenson is also co-trustee of a Trust which is a
general partner in CF Partners, the Partnership's Special
General Partner. She is also a director of S 2 Golf Inc.
(manufacturer and distributor of golf clubs and bags) and
is a director and Secretary of Essef 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 at 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.
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, and prior to that was Director-
Food Operations for more than five years.
Richard J. Collingwood has served as Corporate Vice
President-General Services since 1992 and has primary
responsibility for human resources, purchasing and
security. Prior to 1992, he served as Vice President-
General Services of Cedar Point for more than five years.
Jacob T. Falfas has served as Vice President-Park
Operations of Cedar Point since 1993. Prior to 1993, he
served as Director-Park Operations of Cedar Point for more
than five years.
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. Prior to 1993, he served as
Director-Marketing of Cedar Point for more than five
years.
Bruce A. Jackson has served as Corporate Vice President-
Finance and Chief Financial Officer since 1992. From 1988
to 1992, he served as Vice President-Finance and Chief
Financial Officer. Mr. Jackson is a certified public
accountant.
Lee C. Jewett has served as Corporate Vice President-
Planning & Design since 1990.
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, and prior to that was Vice
President-Operations of Cedar Point 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.
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.
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 1996.
ITEM 11. EXECUTIVE COMPENSATION.
SUMMARY COMPENSATION TABLE
Long
Term
Compens
Annual ation
Compensation
(a) (b) (c) (d) (f) (i)
Restric All
ted Other
Name and Salary Bonus Unit Compens
Principal Awards ation
Position Year ($) ($) ($) ($)
Richard L. Kinzel, 1996 207,692 516,532 349,627 81,960
President and Cheif 1995 199,615 497,842 206,281 201,630
Executive Officer 1994 189,385 469,298 179,735 200,698
James L. Miears, 1996 155,770 281,745 202,615 42,460
Executive Vice 1995 149,422 271,551 129,425 105,030
President and 1994 134,423 242,508 97,160 99,698
General Manager-
Cedar Point
Walter R. Wittmer, 1996 140,769 254,653 172,379 94,060
Vice President and 1995 134,423 244,396 100,483 99,810
General Manager- 1994 119,615 215,563 68,586 52,698
Valleyfair
Daniel R. Keller, 1996 139,809 252,848 98,936 15,260
Vice President and 1995 128,654 244,396 55,483 15,130
General Manager- 1994 119,808 215,563 33,586 15,698
Worlds of Fun
Bruce A. Jackson, 1996 130,770 236,593 108,355 25,660
Corporate Vice 1995 124,808 226,293 97,854 28,830
President-Finance 1994 119,826 215,563 69,586 17,298
and Chief Financial
Officer
Notes To Summary Compensation Table:
Column (f) Restricted Unit Awards. The aggregate number of
restricted Cedar Fair, L.P. depositary units,
representing limited partner interests, awarded to
Messrs. Kinzel, Miears, Wittmer, Keller and Jackson as
of December 31, 1996, together with their market value
at yearend, were 25,734 ($948,941), 14,599 ($538,338),
11,687 ($430,958), 6,690 ($246,694) and 9,927
($366,058), respectively. These units will accrue
additional units on the date of each quarterly
distribution paid by the Registrant, calculated at the
NYSE closing price on that date.
Column (i) All Other Compensation. Comprises amounts accrued
under the following plans:
1. Profit Sharing Retirement Plan - With respect to
1996, $10,510 was credited to the accounts of each
of the named executive officers.
2. Employees' Savings and Investment Plan - With
respect to 1996, $4,750 was credited to the
accounts of each of the named executive officers.
3. Supplemental Retirement Benefits - With respect
to 1996, the amounts credited to the accounts of
Messrs. Kinzel, Miears, Wittmer, Keller and Jackson
were $66,700, $27,200, $78,800, $0 and $10,400,
respectively.
Cash bonuses, restricted unit awards, and supplemental
retirement benefits provided to the Partnership's
executive management are reimbursed by the Managing
General Partner out of funds provided by management and
incentive fees and cash distributions from the
Partnership.
COMPENSATION OF DIRECTORS.
The Board of Directors establishes the fees paid to
Directors and Board Committee members for services in
those capacities. The current schedule of such fees is as
follows:
1. For service as a member of the Board, $15,000
per annum, payable quarterly, plus $1,000 for
attendance at each meeting of the Board;
2. For service as a Board Committee member, $250
for attendance at each Committee meeting held on
the same date on which the Board of Directors meets
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 named executive officers, are
entitled to severance payments and continuation of
existing insurance benefits if their employment is
terminated within 24 months a ter 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.
Restricted Unit Awards.
Restricted unit awards represent the named executive
officer's right to receive newly issued Cedar Fair, L.P.
units at specified future dates if the individual is still
employed by the Partnership at that time. The dollars
allocated to each officer are converted to a number of
deferred Partnership units based on the NYSE closing price
on the first Monday in December of the year granted.
These units, together with quarterly distributions
thereon, vest in years three through five a ter the date
of grant.
In the event of death, total disability, retirement at age
62 or over, removal of the Managing General Partner, or a
"change-in-control" of the Partnership (as defined), all
accrued units or a participant will become fully vested
and will be issued at the time of such event. Failure to
remain an employee of the Partnership on any vesting date
for any other reason will result in the forfeiture of all
unissued deferred units of a participant.
Supplemental Retirement Benefits.
Supplemental retirement benefits represent the named
executive officer's right to receive benefits from the
Partnership upon retirement at age 62 or over, with a
minimum of 20 years' service to the Partnership, its
predecessors and/or successors. Amounts are allocated
among the executive officers as approved by the
Compensation Committee of the Board, based on a target
annual retirement benefit (including amounts projected to
be available from the Partnership's profit sharing
retirement plan) of 57.5% of average base salary projected
for the three years prior to retirement at age 65. Each
officer's account accrues interest at the prime rate as
established from time to time by the Partnership's lead
bank, beginning on December 1 of the year of grant.
Executive officers leaving the employ of the Partnership
prior to reaching age 62 or with less than 20 years of
service will forfeit their entire balance. In the event
of death, total disability, retirement at age 62 or over
with at least 20 years' service, or removal of the
Managing General Partner (unless resulting from
reorganization of the Partnership into corporate form),
all amounts accrued will become immediately and fully
vested and payable to the executive officers. In the
event of a "change-in-control" (as defined), all amounts
accrued will become fully vested and will be unded 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.
ITEM 12. SECURITY OWNERSHIP
Length ofCIAL 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 14, 1997.
B. Security Ownership of Management.
The following table sets orth 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 14,
1997.
Amount and Nature of Beneficial Ownership
Benefi
cial Investment Voting Percent
Name of Beneficial Owner Power Power of
Owner ship Sole Shared Sole Shared Units
Richard L. Kinzel (1) 306,894 113,484 193,410 113,484 193,410 1.3
Lee A. Derrough 1,000 1,000 -0- 1,000 -0- *
Mary Ann Jorgenson(2) 382,388 200 382,188 200 382,188 1.7
Donald H. Messinger 236 236 -0- 236 -0- *
James L. Miears (1) 222,707 25,159 197,548 25,159 197,548 1.0
Thomas A. Tracy 2,647 1,857 790 1,857 790 *
Walter R. Wittmer (3) 15,666 15,516 150 15,516 150 *
Daniel R. Keller (1) 217,165 25,655 191,510 25,655 191,510 1.0
Bruce A. Jackson 27,409 26,409 1,000 26,409 1,000 *
All Directors and
officers as a group 930,643 328,114 602,529 328,114 602,529 4.1
(21 individuals)
* Less than one percent of outstanding units.
(1) Includes 191,510 units held by a corporation of which
Messrs. Kinzel, Miears and Keller, together with certain
current and former executive officers of the
Partnership, are shareholders and, under Rule 13d-3 of
the Securities and Exchange Commission, are deemed to be
the beneficial owners of these units by having shared
investment and voting power. Messrs. Kinzel, Miears and
Keller disclaim beneficial ownership of 165,700, 170,862
and 173,443, respectively, of these units. The units
owned by the corporation have been counted only once in
the total of the directors and executive officers as a
group.
(2) Includes 381,988 units held by certain trusts of
which Mrs. Jorgenson and another partner of Squire,
Sanders & Dempsey L.L.P. are trust advisors, as to which
Mrs. Jorgenson disclaims beneficial ownership.
(3) Includes 150 units held by Mr. Wittmer's son, as to
which Mr. Wittmer disclaims beneficial ownership.
ITEM 13. LenRELATIONSHIPS AND RELATED TRANSACTIONS.
Attention is directed to Notes 1 and 4 to the consolidated
financial statements on pages 11 and 13 in the
Registrant's 1996 Annual Report to Unitholders, which are
incorporated herein by this reference.
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 orth below, attention is directed to
pages 7-14 in the Registrant's 1996 Annual Report to
Unitholders, which are incorporated herein by this
reference.
(i) Consolidated Balance Sheets - December 31, 1996 and
1995.
(ii) Consolidated Statements of Operations - Years ended
December 31, 1996, 1995 and 1994.
(iii) Consolidated Statements of Partners' Equity - Years
ended December 31, 1996, 1995 and 1994.
(iv) Consolidated Statements of Cash Flows - Years ended
December 31, 1996, 1995 and 1994.
(v) Notes to Consolidated Financial Statements -
December 31, 1996, 1995 and 1994.
(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.
A. 3. Exhibits
The exhibits listed below are incorporated herein by
reference to prior SEC filings by Registrant or are
submitted in a separate section of this report immediately
following the Signatures page.
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 or 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 or
the year ended December 31, 1992.
4* Form of Deposit Agreement.
10.1* Registration Agreement between Cedar Fair, L.P. and
certain limited partners thereof.
10.3* Letter amending Registration Agreement between Cedar Fair,
L.P. and certain limited partners thereof.
10.4 Private Shelf Agreement with 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 or
the quarter ended October 2, 1994.
10.5 Contribution Agreement by and among Dorney Park Coaster
Company, Wildwater Kingdom, Inc. and the Registrant, dated
July 21, 1992. Incorporated herein by reference to
Registrant's Form 8-K filed August 4, 1992.
10.9 Credit Agreement dated as of October 6, 1994 between Cedar
Fair, L.P. and Society National Bank, NBD Bank, N.A. and
National City Bank. Incorporated herein by reference to
Exhibit 10 to Registrant's Form 10-Q or the quarter ended
October 2, 1994.
10.15 Bonus and Incentive Compensation Policy or 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 or the year
ended December 31, 1992.
10.16 Contribution Agreement by and among Hunt Midwest
Entertainment, Inc. and the Registrant, dated July 28,
1995. Incorporated herein by reference to Registrant's
Form 8-K filed August 11, 1995.
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 or the
year ended December 31, 1995.
13 1996 Annual Report to Unitholders.
21* Subsidiaries of Cedar Fair, L.P.
27 Financial Data Schedule
* 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.
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 19, 1997
/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.
Signature Title Date
/S/ Richard L. Kinzel President and Chief March 19, 1997
Richard L. Kinzel Executive Officer,
Director
/S/ Bruce A. Jackson Corporate Vice March 19, 1997
Bruce A. Jackson President-Finance
(Chief Financial Officer)
/S/ Charles M. Paul Corporate Controller March 19, 1997
Charles M. Paul (Chief Accounting
Officer)
/S/ Lee A. Derrough Director March 19, 1997
Lee A. Derrough
/S/ Mary Ann Jorgenson Director March 19, 1997
Mary Ann Jorgenson
/S/ Donald H. Messinger Director March 19, 1997
Donald H. Messinger
/S/ James L. Miears Executive Vice March 19, 1997
James L. Miears President, Director
/S/ Thomas A. Tracy Director March 19, 1997
Thomas A. Tracy
ANNUAL REPORT ON FORM 10-K
CEDAR FAIR, L.P.
For the Year Ended December 31, 1995
EXHIBIT INDEX
Exhibit Page
3.1 Form of Third Amended and Restated Certificate and
Agreement of Limited Partnership of Cedar Fair, L.P. *
3.2 Form of Admission and Substitution Agreement. *
3.3 Amendment No. 2 to Third Amended and Restated Agreement of
Limited Partnership of Cedar Fair, L.P., dated as of *
December 31, 1992.
4 Form of Deposit Agreement. *
10.1 Registration Agreement between Cedar Fair, L.P. and *
certain limited partners thereof.
10.3 Letter amending Registration Agreement between Cedar Fair,
L.P. and certain limited partners thereof. *
10.4 Cedar Fair, L.P. $50,000,000, 8.43% Senior Notes Due
August 24, 2006 Note Agreement with PruCapital, Inc. dated *
August 24, 1994.
10.5 Contribution Agreement by and among Dorney Park Coaster
Company, Wildwater Kingdom, Inc. and the Registrant, dated *
July 21, 1992.
10.9 Credit Agreement dated as of October 6, 1994 between Cedar
Fair, L.P. and Society National Bank, NBD Bank, N.A. and
National City Bank *
10.15 Bonus and Incentive Compensation Policy for Officers of
Cedar Fair Management Company dated as of November 2, *
1992.
10.16 Contribution Agreement by and among Hunt Midwest
Entertainment, Inc. and the Registrant, dated July 28, *
1995.
10.17 Cedar Fair, L.P. Executive Severance Plan dated as of July *
26, 1995.
21 Subsidiaries of Cedar Fair, L.P. *
27 Financial Data Schedule 42
* Incorporated herein by reference; see Item 14(A) (3).