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
For the fiscal year ended December 31, 1999
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________.
Commission file number 1-9444
CEDAR FAIR, L.P.
(Exact name of Registrant as specified in its charter)
DELAWARE 34-1560655
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Cedar Point Drive, Sandusky, Ohio 44870-5259
(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. [ ]
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, 2000 of $18.6875 per unit was $924,000,000.
Number of Depositary Units representing limited partner interests
outstanding as of February 1, 2000: 51,980,183.
DOCUMENTS INCORPORATED BY REFERENCE
1999 Annual Report to Unitholders incorporated by reference into
Part II (Items 5-8) and Part IV (Item 14).
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The Exhibit Index is located at Page 21
Page 1 of 152 pages
CEDAR FAIR, L.P.
INDEX
PART I PAGE
Item 1. Business 3
Item 2. Properties 7
Item 3. Legal Proceedings 8
Item 4. Submission of Matters to a Vote 8
of Security Holders
PART II
Item 5. Market for Registrant's
Depositary Units and Related 9
Unitholder Matters
Item 6. Selected Financial Data 9
Item 7. Management's Discussion and
Analysis of Financial Condition 9
and Results of Operations
Item 8. Financial Statements and 9
Supplementary Data
Item 9. Changes in and Disagreements with
Accountants on Accounting and 9
Financial Disclosure
PART III
Item 10. Directors and Executive Officers 10
of Registrant
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
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.
The Partnership also owns and operates separate-gated water parks
at Cedar Point, Worlds of Fun and Knott's Berry Farm, and
another, which was acquired in December 1999, near San Diego in
Chula Vista, California. All principal rides and attractions at
the parks 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
6:00-12:00 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
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
the new "Millennium Force," a 310-foot-tall, world-record-
breaking roller coaster, which is scheduled to open in May 2000;
"Magnum XL-200," "Raptor," "Mantis" and "Mean Streak," which are
among the world's tallest steel, inverted, stand-up and wood
roller coasters, respectively; nine additional roller coasters;
"Power Tower," a 300-foot-tall thrill ride; live entertainment
shows featuring talented college students in four theaters;
"Snake River Falls," one of the world's tallest water flume
rides; "Camp Snoopy," a family play-land themed around the
popular "PEANUTS" comic strip characters; 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 that 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 that 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 four hotel facilities.
Breakers Express, scheduled to open for the 2000 season, is a 350-
room, limited-service seasonal hotel, which will be located near
the Causeway entrance to the park. Cedar Point's largest hotel,
the historic Hotel Breakers, has more than 600 guest rooms,
including 230 in the 10-story Breakers Tower. Hotel Breakers has
various dining and lounge facilities, a private beach, lake
swimming, a conference/meeting center and two outdoor pools;
and the Breakers Tower has 18 tower suites with spectacular
views, an indoor pool, and a TGI Friday's restaurant.
In addition to Breakers Express and 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 park's only year-round hotel is the
Radisson Harbour Inn, a 237-room full-service hotel, located at
the Causeway entrance to the park, with 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 650 boats, and has been
fully renovated over the past two seasons with floating docks and
full guest amenities; and Camper Village, which provides sites
for approximately 225 recreational vehicles.
The Partnership, through a 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 that house
up to 2,875 of the park's approximately 3,800 seasonal employees.
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 "Perilous Plunge," a 121-foot-tall water ride that will reach
a speed of 50 mph and generate the largest splash in amusement
park history; "Supreme Scream," a 300-foot-tall thrill ride;
"Ghost Rider," one of the tallest, longest and fastest wooden
roller coasters in the West; four 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 that
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 27th year in 1999 and is widely acknowledged as
the best in the industry.
Beginning in June 2000, the park will also offer "Knott's Soak
City U.S.A.," an extra-charge seasonal water park that will
feature 21 separate water rides and attractions, including 16
high-speed water slides, a wave pool, a lazy river, a children's
activity area, food and merchandise shops, and a second story
sundeck available for public dining and catered events.
Knott's Berry Farm also owns and operates the Radisson Resort
Hotel, a 320-room, full-service hotel located adjacent to the
park, which was acquired in February 1999 and has been completely
renovated for the 2000 season.
In December 1999, the Partnership acquired White Water Canyon,
located just south of San Diego in Chula Vista, California. This
three-year-old water park offers its guests more than 20 water
rides and attractions, including 16 water slides, a wave pool and
a children's activity area, as well as food and merchandise
shops. Beginning with the 2000 season, the park will be renamed
"Knott's Soak City U.S.A.-San Diego."
DORNEY PARK & WILDWATER KINGDOM
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 "Camp Snoopy," a family play-land themed around the
popular "PEANUTS" comic strip characters, and "Mad Mouse," a
modern version of the classic "Wild Mouse" ride, both of which
are scheduled to open in 2000; "Dominator," a 200-foot-tall
thrill ride; "Steel Force," one of the tallest and fastest roller
coasters in the world; "Hercules," a world-class wooden roller
coaster; three 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;
the "Cedar Creek Cannonball" train ride; "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; an antique Dentzel carousel
carved in 1921; and beginning in 2000 an extra-charge attraction
called "SkyScraper," which stands 85 feet tall and spins
passengers seated at opposite ends of a long vertical arm at
speeds of more than 50 mph. 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
the new "Power Tower," a 275-foot-tall thrill ride, which is
scheduled to open in 2000; "Wild Thing," one of the tallest and
fastest roller coasters in the world; "Mad Mouse," a family-style
roller coaster; 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," which is 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 also 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 the new
"Boomerang," a 12-story-tall steel roller coaster, scheduled to
open in 2000; "Mamba," one of the tallest and fastest roller
coasters in the world: "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 its 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; "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, the park offers 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 may differ materially 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 may 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, Los Angeles, San Diego, Philadelphia, Minneapolis-St.
Paul, 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 Six Flags-Ohio 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
children's park that opened in 1999, is located approximately 70
minutes away in Carlsbad, California.
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.
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
new Breakers Express hotel, 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 a subsidiary of the Partnership.
Knott's Berry Farm is situated on approximately 160 acres,
virtually all of which have been developed. Knott's Soak City
U.S.A.-San Diego is located on 65 acres, of which 33 acres have
been developed and 32 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, of which 235
acres have been developed and 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.
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 15,
2000, 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 below:
1999 Distribution High Low
4th Quarter $.3625 $21 1/4 $18 7/16
3rd Quarter .3625 24 15/16 20 5/8
2nd Quarter .3500 26 23 1/4
1st Quarter .3500 26 23 1/4
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
ITEM 6. SELECTED FINANCIAL DATA.
For the years ended December 31,
1999 1998 1997(1) 1996 1995(2)
(In thousands except amounts per unit and per capita)
OPERATING DATA
Net revenues $438,001 $419,500 $264,137 $250,523 $218,197
Operating 116,755 112,608 76,303 81,121 73,013
income
Net income 85,804 83,441 68,458 74,179 66,136
Per limited
partner unit(6) 1.63 1.58 1.47 1.59 1.45
FINANCIAL POSITION
Total assets $708,961 $631,325 $599,619 $304,104 $274,717
Working capital
(deficit) (62,375) (56,264) (40,472) (27,511) (27,843)
Long-term debt 261,200 200,350 189,750 87,600 80,000
Partners' 349,986 341,991 285,381 169,994 151,476
equity
DISTRIBUTIONS DECLARD
Per limited
partner unit $1.425 $1.29 $1.265 $1.20 $1.1375
OTHER DATA
Depreciation and
amortization $35,082 $32,065 $21,528 $19,072 $16,742
EBITDA(7) 151,837 144,673 97,831 100,193 89,755
Capital
expenditures 80,400 68,055 44,989 30,239 28,520
Combined
attendance 10,600 10,825 6,844 6,920 6,304
Combined guest
per capita
spending(8) $34.58 $33.20 $32.66 $31.75 $30.29
1994(3) 1993(4) 1992(5) 1991 1990
OPERATING DATA
Net revenues $198,358 $178,943 $152,961 $127,950 $121,962
Operating 68,016 57,480 49,111 42,394 40,324
income
Net income 62,825 61,879 42,921 35,975 33,173
Per limited
partner unit (6) 1.40 1.38 0.98 0.84 0.78
FINANCIAL POSITION
Total assets $223,982 $218,359 $209,472 $142,532 $141,668
Working capital
(deficit) (25,404) (22,365) (19,028) (14,616) (13,446)
Long-term debt 71,400 86,800 89,700 65,900 69,900
Partners' 115,054 99,967 81,333 55,132 51,755
equity
DISTRIBUTIONS DECLARED
Per limited
partner unit $1.0625 $0.9625 $0.8625 $0.7625 $0.675
OTHER DATA
Depreciation and
amortization $14,960 $14,473 $12,421 $10,314 $9,706
EBITDA(7) 82,976 71,953 61,532 52,708 50,030
Capital
expenditures 19,237 23,813 15,934 10,333 15,168
Combined
attendance 5,918 5,511 4,857 4,088 4,130
Combined guest
per capita
spending(8) $30.04 $28.86 $27.98 $27.84 $26.64
NOTE 1 - Knott's Berry Farm is included in 1997 data only 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 outstanding and equivalents
outstanding - assuming dilution.
NOTE 7 - EBITDA represents earnings before interest taxes,
depreciation and amortization.
NOTE 8 - Guest per capita spending includes all amusement park,
causeway tolls and parking revenues for the amusement park
operating season. Revenues from water park, 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.
Management's Analysis of Results of Operations
Net revenues for the year ended December 31, 1999 were $438.0
million, a 4% increase over the year ended December 31, 1998.
This followed a 59% increase in 1998, when revenues rose to
$419.5 million from $264.1 million in 1997, impacted by the
inclusion of Knott's Berry Farm, which was acquired on December
29, 1997. Net revenues for 1999 reflect a 4% increase in
combined in-park guest per capita spending and an increase of 18%
increase in out-of-park revenues, offset slightly by a 2%
decrease in combined attendance (to 10.6 million from 10.8
million in 1998). In 1999, Knott's Berry Farm and Dorney Park
both had record years, which nearly offset attendance declines at
Cedar Point, Valleyfair and Worlds of Fun caused by the lack of
major new rides and some less than ideal weather conditions.
In 1998, Knott's Berry Farm's full-year contribution accounted
for most of the increase in combined attendance and revenues.
Meanwhile, 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 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. Combined guest per capita spending increased 2% in 1998
and 3% in 1997.
Costs and expenses before depreciation and amortization in 1999
increased to $286.2 million from $274.8 million in 1998 and
$166.3 million in 1997, in part due to the inclusion of the Buena
Park Hotel's operations in 1999 and Knott's Berry Farm's
operations beginning in 1998. Included in costs and expenses are
approximately $6.4 million of incentive fees earned by the
General Partner in 1999. This compares to $5.4 million and $4.7
million of incentive fees earned in 1998 and 1997, respectively.
Operating income in 1999 increased 4% to $116.8 million,
following a 48% increase in 1998 and a 6% decrease in 1997. The
1999 increase in operating income was largely the result of
increased revenues and operating margins at Knott's Berry Farm,
offset by higher depreciation expense from significant capital
expenditures in recent years. In 1998, operating income
increased as 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 first full-year profit
contribution. In 1997, operating income decreased as the result
of attendance declines at Cedar Point and Valleyfair.
Net income for 1999 increased 3% to $85.8 million compared to
$83.4 million in 1998 and $68.5 million in 1997. In 1999,
interest expense rose due to higher short-term interest rates and
borrowings for the acquisitions of the Buena Park Hotel in
February and White Water Canyon in December. The provision for
partnership taxes, new in 1998, increased in 1999 based on the
increase in taxable revenues.
For 2000, the Partnership plans to invest a record $110 million
in capital improvements, including Millennium Force, the world's
tallest and fastest roller coaster, and the Breakers Express
hotel at Cedar Point; a major water ride and a multi-million-
dollar water park at Knott's Berry Farm; and Valleyfair's new 275-
foot-tall thrill ride, Power Tower. An additional $11 million
has been invested in the renovation of the Buena Park Hotel at
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 and
resort facilities. This has enabled us to maintain consistently
high attendance levels as well as steady increases in guest per
capita spending and revenues from guest accommodations, while
carefully controlling operating and administrative expenses.
Partnership Financial Condition
The Partnership ended 1999 in sound financial condition in terms
of both liquidity and cash flow. The negative working capital
ratio of 3.6 at December 31, 1999 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, capital expenditures and pre-opening
expenses as required.
In 1999, cash generated from operations totaled $124.0 million
and new bank borrowings totaled $60.9 million. The Partnership
used $80.4 million for capital expenditures, $29.0 for
acquisitions, $72.5 million for distributions to the general and
limited partners, and $3.4 million to repurchase limited
partnership units on the open market. Distributions in 2000, at
the current annual rate of $1.45 per unit, would total
approximately $75 million, 4% higher than the distributions paid
in 1999.
The Partnership has available through April 2002 a $200 million
revolving credit facility, of which $161.2 million was borrowed
and in use as of December 31, 1999. An additional $90 million
revolving credit facility is available through November 2000 to
fund peak seasonal requirements. Credit facilities and cash flow
are expected to be adequate to meet seasonal working capital
needs, planned capital expenditures and regular quarterly cash
distributions.
Additional Year 2000 Disclosure:
The Partnership implemented all changes believed to be needed for
its computer-dependent rides and equipment and its internal
information systems, and did not experience any significant
malfunctions or errors in its operating or business systems when
the year changed from 1999 to 2000. Based on operations since
January 1, 2000, the Partnership does not expect any significant
impact to its ongoing business as a result of the Year 2000
issue. However, as daily operations at the Partnership's
seasonal parks will not begin until April and May of 2000, it is
possible that the full impact of the date change has not been
fully recognized. The Partnership believes that any future
problems, not yet recognized, are likely to be minor and
correctable.
In addition, the Partnership's parks could be negatively impacted
if its major utility or financial service providers are adversely
affected by the Year 2000 issue. The Partnership currently is
not aware of any significant Year 2000 problems that have arisen
for its principal suppliers of essential utilities or financial
services.
The Partnership expended less than $1 million in Year 2000
readiness efforts from 1997 to 1999. These efforts included
replacing some outdated, noncompliant hardware and reprogramming
or replacing some noncompliant software.
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,
1999 and 1998, 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 auditing standards
generally accepted in the United States. 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, 1999 and
1998, and the results of their operations and their cash flows
for each of the three years in the period ended December 31, 1999
in conformity with accounting principles generally accepted in
the United States.
ARTHUR ANDERSEN LLP
Cleveland, Ohio,
January 24, 2000.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except per unit data)
For the years ended December 31, 1999 1998 1997
Net revenues
Admissions $217,499 $213,869 $135,625
Food, merchandise and games 184,190 178,529 105,944
Accommodations and other 36,312 27,102 22,568
438,001 419,500 264,137
Cost and expenses:
Cost of products sold 49,404 48,061 26,006
Operating expenses 185,937 178,827 108,800
Selling, general and administrative 50,853 47,939 31,500
Depreciation and amortization 35,082 32,065 21,528
321,246 306,892 187,834
Operating income 116,755 112,608 76,303
Interest expense, net 15,371 14,660 7,845
Income before taxes 101,384 97,948 68,458
Provision for taxes 15,580 14,507 --
Net income 85,804 83,441 68,458
Net income allocated to general
partners 429 417 330
Net income allocated to limited
partners $85,375 $83,024 $68,128
Earnings Per Limited Partner Unit:
Weighted average limited
partner units and equivalents
outstanding - Basic 51,928 51,161 45,965
Net income per limited partner unit -
Basic $1.64 $1.62 $1.48
Weighted average limited
partner units and equivalents
outstanding - Diluted 52,390 52,414 46,265
Net income per limited partner unit -
Diluted $1.63 $1.58 $1.47
The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.
CONSOLIDATED BALANCE SHEET
(In thousands)
December 31, 1999 1998
Assets
Current Assets:
Cash $ 638 $ 1,137
Receivables 7,457 6,253
Inventories 11,951 10,245
Prepaids 4,138 3,332
Total current assets 24,184 20,967
Land, Buildings and Equipment:
Land 134,884 127,050
Land improvements 95,240 88,924
Buildings 207,973 178,795
Rides and equipment 391,312 368,138
Construction in progress 44,484 12,691
873,893 775,598
Less accumulated depreciation (199,253) (175,554)
674,640 600,044
Intangibles, net of amortization 10,137 10,314
$708,961 $631,325
Liabilities and Partners' Equity
Current Liabilities:
Accounts payable $ 21,563 $ 17,031
Distribution payable to partners 18,860 16,979
Accrued interest 2,789 3,154
Accrued taxes 20,176 18,956
Accrued salaries, wages and benefits 10,831 9,170
Self-insurance reserves 9,371 8,174
Other accrued liabilities 2,969 3,767
Total current liabilities 86,559 77,231
Other Liabilities 11,216 11,753
Long-Term Debt:
Revolving credit loans 161,200 100,350
Term debt 100,000 100,000
261,200 200,350
Partners' Equity:
Special L.P. interests 5,290 5,290
General partners 549 492
Limited partners, 51,798 and 51,980 units
outstanding in 1999 and 1998, respectively 344,147 336,209
349,986 341,991
$708,961 $631,325
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, 1999 1998 1997
Cash Flows From (For) Operating Activities
Net income $85,804 $83,441 $68,458
Adjustments to reconcile net income to net
cash from operating activities
Depreciation and amortization 35,082 32,065 21,528
Change in assets and liabilities, net of
effects from acquisitions:
Decrease (increase) in inventories (1,661) 80 (214)
Decrease (increase) in current and other
assets (1,789) 105 576
Increase in accounts payable 4,384 1,371 2,455
Increase in accrued taxes 1,220 14,354 117
Increase (decrease) in self-insurances
reserves 1,197 (1,332) 581
Increase (decrease) in other current
liabilities 284 (2,589) (12)
Increase (decrease) in other liabilities (537) 1,441 3,043
Net cash from operating activities 123,984 128,936 96,532
Cash Flows From (For) Investing Activities
Capital expenditures (80,400) (68,055) (44,989)
Acquisition of Buena Park Hotel and White
Water Canyon:
Land, buildings rides and equipment acquired (29,026) -- --
Negative working capital assumed 21 -- --
Acquisition of Knott's Berry Farm:
Land, buildings rides and equipment acquired -- -- (261,685)
Negative working capital assumed, net of cash
acquired -- -- 10,281
Net cash (for) investing activities (109,405) (68,055)(296,393)
Cash Flows From (For) Financing Activities
Acquisition of Buena Park Hotel & White Water
Canyon:
Borrowings on revolving credit loans 29,005 -- --
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) --
Other net borrowing (payments) on revolving
credit loans 31,845 (39,400) 12,150
Borrowings (repayments) of term debt -- 50,000 (4,500)
Distributions paid to partners (72,485) (65,400) (58,254)
Repurchase of limited partnership units (3,443) -- --
Withdrawal of Special General Partner -- -- (196)
Net cash from (for) financing activities (15,078) (62,264) 201,102
Cash:
Net increase (decrease) for the period (499) (1,383) 1,241
Balance, beginning of period 1,137 2,520 1,279
Balance, end of period $638 $1,137 $2,520
Supplemental Information:
Cash payments for interest expense $15,736 $13,091 $7,874
Interest capitalized 400 -- --
Cash payments for income taxes 14,360 -- --
Reduction in final purchase price of Knott's
Berry Farm -- 3,506 --
The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.
CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY
(In thousands except unit and per unit amounts)
Special General Limited Total
L.P. Partner's Partners' Partners'
Interests Equity Equity Equity
Balance at December 31, 1996 $ 5,290 $ 717 $163,987 $169,994
Withdrawl 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
partner units for the 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
Repurchase of 182,335 limited
partnership units -- -- (3,443) (3,443)
Allocation of net income -- 429 85,375 85,804
Partnership distributions
declared ($1.425 per limited
partner unit) -- (372) (73,994) (74,366)
Balance at December 31, 1999 $5,290 $549 $344,147 $349,986
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., and became a publicly traded partnership in
1987. At December 31, 1999 there were 51,980,183 limited
partnership units registered on The New York Stock Exchange.
On November 22, 1999, the Partnership announced a program to
repurchase up to $25,000,000 of its limited partnership units.
As of December 31, 1999, 182,335 units had been repurchased by
the Partnership at an approximate cost of $3,443,000.
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 cash 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 $7,467,000, $6,405,000, and $5,335,000
of total fees in 1999, 1998 and 1997, 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.
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 are valued at the lower of first-in,
first-out (FIFO) cost or market.
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 24 Years
Buildings 30 Years
Rides 18 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.
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 provisions of
$15.6 million and $14.5 million for these new federal and state
taxes in 1999 and 1998, respectively. If the new taxes had been
in effect in prior years, the Partnership would have recorded a
tax provision of approximately $8.3 million in 1997.
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:
1999 1998 1997
(In thousands except per unit data)
Basic weighted average
units outstanding 51,928 51,161 45,965
Effect of dilutive units:
Deferred units (see Note 5) 422 355 291
Contingent units - Knott's
Acquisition (see Note 7) 40 898 9
Diluted weighted average
units outstanding 52,390 52,414 46,265
Net income per unit-basic $1.64 $1.62 $1.48
Net income per unit-diluted $1.63 $1.58 $1.47
(3) Long-Term Debt:
At December 31, 1999 and 1998, long-term debt consisted of the
following;
1999 1998
(In thousands)
Revolving credit loans $161,200 $100,350
Term debt 100,000 100,000
$261,200 $200,350
Revolving Credit Loans
The Partnership is party to a credit agreement with five banks
under which it has available a $200 million revolving credit
facility through April 2002. In November 1999, the Partnership
entered into a new, 364-day credit agreement with the bank group
for an additional $90 million revolving credit facility through
November 2000. Borrowings under these credit facility were $161.2
million as of December 31, 1999, at an average interest rate of
6.5%. The maximum outstanding balance during 1999 was $206.9
million.
Borrowings under these agreements bear interest at the banks'
prime lending rate, with more favorable LIBOR and other rate
option. The agreements require the Partnership to pay a
commitment fee of up to 0.225% per annum on the daily unused
portion of the credit. The Partnership, at its option, may make
prepayments without penalty and reduce the loan commitments.
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 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 Knott'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, 1999, as required by Statement of Financial
Accounting Standards No. 107 would be approximately $100.9
million, applying a discount rate of 7.5%.
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, 1999.
(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 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 employees. Contributions are
discretionary and were $3,340,000 in 1999, $3,229,000 in 1998,
and $1,360,000 in 1997.
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 $1,162,000 in 1999,
$1,215,000 in 1998, and $450,000 in 1997.
In addition, approximately 125 employees are covered by union-
sponsored, multi-employer pension plans for which approximately
$462,000, $400,000, and $359,000 were contributed for the years
ended December 31, 1999, 1998, and 1997, respectively. The
Partnership believes that, as of December 31, 1999, 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 $3,249,000 in 1999, $2,866,000 in 1998,
and $2,409,000 in 1997, including the value of 170,976, 115,216,
and 90,470 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 7, 1999, the Partnership acquired White Water Canyon,
a water park located near San Diego in Chula Vista, California,
for a cash purchase price of $11.6 million. The purchase price
has been allocated to assets and liabilities acquired based on
their relative fair values at the date of acquisition. White
Water Canyon's assets, liabilities and results of operations
since December 7, 1999 are included in the accompanying
consolidated financial statements.
On February 19, 1999, the Partnership acquired the 320-room Buena
Park Hotel, which is adjacent to Knott's Berry Farm in Buena
Park, California. The purchase price of $17.5 million has been
allocated to the assets and liabilities acquired based on their
relative fair values at the date of acquisition. The hotel's
assets, liabilities and results of operations since February 19,
1999 are included in the accompanying consolidated financial
statements.
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 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.
Under the terms of the acquisition, the Partnership agreed to
repurchase during 1998 up to an aggregate of 500,000 of these
units per quarter at market prices upon demand. During 1998, 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 since December 29, 1997 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 1997, 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.
Net revenues (millions) $392.1
Net income (millions) $73.1
Net income per limited
partner unit-diluted $1.38
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 1997, 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 23 individuals
at February 1, 2000), 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 1999,
attention is directed to Note 1 to the consolidated financial
statements on page 10 in the Registrant's 1999 Annual Report to
Unitholders, which note is incorporated herein by this reference.
Directors:
Name Age Position with General Partner
Richard L. Kin 59 President and Chief Executive
Officer, Director since 1986
Lee A. Derrough * 55 Director since 1995
Richard S. Ferreira * 59 Director since 1997
Terry C. Hackett # 51 Director since 1997
Bruce A. Jackson 48 Corporate Vice President-Finance and
Chief Financial Officer, Director since 2000
Mary Ann Jorgenson # 59 Director since 1988
Michael D. Kwiatkowski 52 Director since 2000
Donald H. Messinger # 56 Director since 1993
James L. Miears 64 Executive Vice President & General
Manager-Cedar Point, Director since 1993
Thomas A. Tracy * 68 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.
Executive Officers:
Name Age Position with General Partner
Richard L. Kinzel 59 President and Chief Executive Officer since 1986
John R. Albino 53 Vice President & General Manager-Dorney Park
since 1995
Philip H. Bender 43 Vice President-Retail Operations-Worlds of Fun
since 2000
Carolyn Carey 52 Vice President-Marketing and Sales-Knott's
Berry Farm since 1994
Richard J. 60 Corporate Vice President-General Services
Collingwood since 1992
Jacob T. Falfas 48 Vice President & General Manager-Knott's
Berry Farm since 1997
Mark W. Freyberg 46 Vice President-Park Operations-Valleyfair
since 1996
Joseph E. Greene 57 Vice President-Maintenance-Dorney Park
since 1996
H. John Hildebrandt 50 Vice President-Marketing-Cedar Point since 1993
Bruce A. Jackson 48 Corporate Vice President-Finance and Chief
Financial Officer since 1992
Lamond H. Jasper, Jr.45 Vice President-Maintenance-Cedar Point
since 1999
Executive Officers (continued):
Name Age Position with General Partner
Lee C. Jewett 65 Corporate Vice President-Planning & Design
since 1990
Daniel R. Keller 50 Vice President & General Manager-Worlds of
Fun since 1995
Bonny F. 46 Vice President-Food Services/Accommodations-
Kirin-Perez Knott's Berry Farm since 1999
Connie L. Lewis 53 Vice President-Merchandise-Cedar Point since 1999
Larry L. McKenzie 44 Vice President-Revenue Operations-Dorney
Park since 1997
James L. Miears 64 Executive Vice President & General Manager-
Cedar Point since 1993
Charles M. Paul 46 Corporate Controller since 1996
Richard R. Rau 51 Vice President-Marketing-Worlds of Fun since 2000
Jesse J. Rivera 55 Vice President-General Services-Knott's
Berry Farm since 1999
Alan L. Schwartz 50 Vice President-Finance-Valleyfair since 1978
Linnea Stromberg- 54 Vice President-Marketing-Valleyfair since 1995
Wise
Walter R. Wittmer 59 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 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.
Bruce A. Jackson has served as Corporate Vice President-Finance
and Chief Financial Officer since 1992. Mr. Jackson is a
certified public accountant.
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 of Anthony & Sylvan Pools
Corporation (manufacturer and installer of concrete in-ground
swimming pools).
Michael D. Kwiatkowski has been a consultant in the food service
industry since 1996, prior to which he served as Chairman of PCS,
which owned and operated a chain of 11 restaurants, from 1986 to
1996. He has more than 30 years of experience in amusement parks
and branded restaurant operations.
Donald H. Messinger is a partner in the law firm of Thompson Hine
& Flory LLP and has been associated with the firm since 1968.
Directors (continued):
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.
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 was promoted to Vice President-Retail Operations
of Worlds of Fun in 2000. Prior to that, he had served as
Director-Retail Operations of Worlds of Fun since 1995, and
Director-Food Services of Valleyfair for more than five years
before that.
Carolyn Carey has served as Vice President-Marketing and Sales of
Knott's Berry Farm since 1994.
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.
H. John Hildebrandt has served as Vice President-Marketing of
Cedar Point since 1993.
Bruce A. Jackson. See "Directors" above.
Lamond H. Jasper, Jr. has served as Vice President-Maintenance of
Cedar Point since 1999. Prior to 1999 he served as Director-
Maintenance of Cedar Point since 1995.
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.
Bonny F. Kirin-Perez has served as Vice President-Food Services
and Accommodations of Knott's Berry Farm since 1999. Prior to
that, she served as Director-Food and Beverage of Knott's Berry
Farm from 1996 to 1998, and was Director-Food and Beverage of the
Atlanta Committee for the Olympics from 1994 to 1996.
Connie L. Lewis has served as Vice President-Merchandise of Cedar
Point since 1999. Prior to 1999 she served as Director-
Merchandise of Cedar Point for more than five years.
Executive Officers (continued):
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.
Richard R. Rau was promoted to Vice President-Marketing of Worlds
of Fun in 2000. Prior to that, he had served as Director-
Marketing of Worlds of Fun since 1996, and Director-General
Services of Worlds of Fun from 1994 to 1996.
Jesse J. Rivera has served as Vice President-General Services of
Knott's Berry Farm since 1999. Prior to that, he served as
Director-General Services of Knott's Berry Farm from 1998 to
1999, and before that as Manager-Reprographics of Knott's Berry
Farm from 1994 to 1998.
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.
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 1999, except for Messrs. Messinger and Tracy,
both of whom made one inadvertently late filing due to a delay in
the reporting of a purchase of units under the Partnership's
reinvestment program.
ITEM 11. EXECUTIVE COMPENSATION.
SUMMARY COMPENSATION TABLE
Annual Long Term
Compensation Compensation
(a) (b) (c) (d) (f) (i)
Restricted All
Unit Other
Salary Bonus Awards Compensation
Name and Principle Year ($) ($) ($) ($)
Position
Richard L. Kinzel 1999 341,539 882,148 698,523 16,281
President and 1998 296,924 786,067 519,500 16,200
Chief Executive 1997 219,538 550,907 448,688 15,950
Officer
Jacob T. Falfas, 1999 209,615 408,321 142,574 13,676
Vice President and 1998 154,346 295,386 215,800 16,200
General Manager- 1997 137,731 301,323 144,616 15,950
Knott's Berry Farm
Bruce A. Jackson, 1999 185,961 349,929 277,062 16,281
Corporate Vice 1998 154,346 295,386 215,800 16,200
President Finance 1997 137,731 301,323 144,616 15,950
and Chief Financial
Officer
James L. Miears, 1999 176,346 330,465 148,827 16,281
Executive Vice 1998 164,923 314,509 137,400 16,200
President and 1997 162,730 296,853 125,706 15,950
General Manager-
Cedar Point
John R. Albino, 1999 170,961 320,838 162,007 16,281
Vice President 1998 164,923 314,509 137,400 16,200
and General 1997 162,730 296,853 125,706 15,950
Manager -Dorney Park
Daniel R. Keller, 1999 170,961 320,838 162,007 16,281
Vice President 1998 164,923 314,509 137,400 16,200
and General 1997 162,730 296,853 125,706 15,950
Manager Worlds of Fun
Walter W. Wittmer 1999 170,961 320,838 162,007 16,281
Vice President and 1998 154,692 295,386 165,800 16,200
General Manager- 1997 146,731 267,713 144,809 15,950
Valleyfair
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, Falfas, Jackson, Miears, Albino, Keller
and Wittmer as of December 31, 1999, together with
their market value at yearend, were: 97,774
($1,894,370), 19,698 ($381,651), 36,863 ($714,226),
30,815 ($597,030), 27,821 ($539,024), 27,272
($528,389), and 30,362 ($588,271), 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
1999, $11,481 was credited to the accounts of each of
the named executive officers, with the exception of
Mr. Falfas who was credited with $8,876 in 1999.
2. Employees' Savings and Investment Plan - With
respect to 1999, $4,800 was credited to the accounts
of each of the named executive officer
3. Supplemental Retirement Benefits - No amounts
were awarded in 1999.
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.
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.
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.
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, 2000.
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, 2000.
<CAPTION Amount and Nature of Beneficial Ownership
Percent
Name of Beneficial Beneficial Investment Power Voting Power of of
Owner Ownership Sole Shared Sole Shared Units
Richard L. Kinzel(1) 779,227 364,35 414,877 364,350 414,877 1.5
Lee A. Derrough 2,000 2,000 -0- 2,000 -0- *
Richard S. Ferreira 2,715 400 2,315 400 2,315 *
Terry C. Hackett(2) 478,367 -0- 478,367 -0- 478,367 *
Bruce A. Jackson 96,197 94,197 2,000 94,197 2,000 *
Mary Ann Jorgenson(3) 764,796 420 764,376 420 764,376 1.5
Michael D.Kwiatkowski -0- -0- -0- -0- -0- *
Donald H. Messinger 1,837 1,837 -0- 1,837 -0- *
James L. Miears (1) 456,917 60,938 395,979 60,938 395,979 *
Thomas A. Tracy 7,445 5,651 1,794 5,651 1,794 *
Jacob T. Falfas 37,854 33,709 4,145 33,709 4,145 *
John R. Albino 50,273 50,273 -0- 50,273 -0- *
Daniel R. Keller(1) 457,969 74,949 383,020 74,949 383,020 *
Walter R. Wittmer 55,250 55,250 -0- 55,250 -0- *
All Directors and
officers as a group 2,675,972 1,063,377 1,612,595 1,063,377 1,612,595 5.1
(30 individuals)
* Less than one percent of outstanding units.
(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 5,447,065 units held by other members of the
Knott family.
(3) Includes 763,976 units held by certain trusts of which
Mrs. Jorgenson and two other partners 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 on page 10 in the Registrant's 1999 Annual Report to
Unitholders, which is 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 forth below, attention is directed to pages 7-14
in the Registrant's 1999 Annual Report to Unitholders, which are
incorporated herein by this reference.
(i) Consolidated Balance Sheets - December 31, 1999 and 1998.
(ii) Consolidated Statements of Operations - Years ended
December 31, 1999, 1998 and 1997.
(iii) Consolidated Statements of Partners' Equity - Years ended
December 31, 1999, 1998 and 1997.
(iv) Consolidated Statements of Cash Flows - Years ended
December 31, 1999, 1998 and 1997.
(v) Notes to Consolidated Financial Statements - December 31,
1999, 1998 and 1997.
(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 included as exhibits in
this Form 10-K.
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 for $50,000,000,
8.43% Senior Notes Due August 24, 2006.
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 National 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. Incorporated
herein by reference to Exhibit 10.10 to Registrant's
Annual Report on Form 10-K for the year ended December 31,
1998.
10.15 Bonus and Incentive Compensation Policy for Officers of
Cedar Fair Management Company dated as of November 2, 1992
and amended as of October 1994.
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 for $50,000,000,
6.68% Series B Notes Due August 24, 2011. Incorporated
herein by reference to Exhibit 10.19 to Registrant's
Annual Report on Form 10-K for the year ended December 31,
1998.
10.20 Credit Agreement dated as of November 30, 1999 between
Cedar Fair, L.P., Cedar Fair, Magnum Management
Corporation and Knott's Berry Farm as co-borrowers, and
KeyBank National Association, Bank One, Michigan, National
City Bank, First Union National Bank and Fifth Third Bank
as lenders.
13 1999 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.
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 28, 2000
/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 28, 2000
Richard L. Kinzel Executive Officer,
Director
/S/ Bruce A. Jackson Corporate Vice March 28, 2000
Bruce A. Jackson President-Finance
(Chief Financial
Officer), Director
/S/ Charles M. Paul Corporate Controller March 28, 2000
Charles M. Paul (Chief Accounting
Officer)
/S/ Lee A. Derrough Director March 28, 2000
Lee A. Derrough
/S/ Richard S. Ferreira Director March 28, 2000
Richard S. Ferreira
/S/ Terry C. Hackett Director March 28, 2000
Terry C. Hackett
/S/ Mary Ann Jorgenson Director March 28, 2000
Mary Ann Jorgenson
/S/ Michael D. Director March 28, 2000
Kwiatkowski
Michael D. Kwiatkowski
/S/ Donald H. Messinger Director March 28, 2000
Donald H. Messinger
/S/ James L. Miears Executive Vice March 28, 2000
James L. Miears President, Director
/S/ Thomas A. Tracy Director March 28, 2000
Thomas A. Tracy
ANNUAL REPORT ON FORM 10-K
CEDAR FAIR, L.P.
For the Year Ended December 31, 1999
EXHIBIT INDEX
Exhibit Page
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 for
$50,000,000, 8.43% Senior Notes Due August 24, 2006. 22
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 National 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.
Incorporated herein by reference to Exhibit 10.10 to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1998.
*
10.15 Bonus and Incentive Compensation Policy for Officers
of Cedar Fair Management Company dated as of November
2, 1992 and amended as of October 1994. 66
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 for
$50,000,000, 6.68% Series B Notes Due August 24, 2011.
Incorporated herein by reference to Exhibit 10.19 to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1998. *
10.20 Credit Agreement dated as of November 30, 1999 between
Cedar Fair, L.P., Cedar Fair, Magnum Management
Corporation and Knott's Berry Farm as co-borrowers,
and KeyBank National Association, Bank One, Michigan,
National City Bank, First Union National Bank and
Fifth Third Bank as lenders. 72
13 1999 Annual Report to Unitholders. 133
21 Subsidiaries of Cedar Fair, L.P. *
* Incorporated herein by reference: see Item 14 (A)(3).