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, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ________ to ________.
Commission file number 1-9444
CEDAR FAIR, L.P.
(Exact name of Registrant as specified in its charter)
DELAWARE 34-1560655
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 5006, Sandusky, Ohio 44871-5006
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code (419) 626-0830
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Depositary Units New York Stock Exchange
(Representing Limited Partner
Interests)
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No .
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of Registrant's knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of Depositary Units held by non-
affiliates of the Registrant based on the closing price of such
units on February 13, 1998 of $26-3/16 per unit was
$1,314,000,000.
Number of Depositary Units representing limited partner interests
outstanding as of February 13, 1998: 52,267,566.
DOCUMENTS INCORPORATED BY REFERENCE
1997 Annual Report to Unitholders incorporated by reference into
Part II (Items 5-8) and Part IV (Item 14).
*********************************
The Exhibit Index is located at Page 21
Page 1 of 90 pages
CEDAR FAIR, L.P.INDEX
PART I PAGE
Item 1. Business 3
Item 2. Properties 7
Item 3. Legal Proceedings 7
Item 4. Submission of Matters to a Vote 7
of Security Holders
PART II
Item 5. Market for Registrant's 8
Depositary Units and Related
Unitholder Matters
Item 6. Selected Financial Data 8
Item 7. Management's Discussion and
Analysis of Financial Condition 8
and Results of Operations
Item 8. Financial Statements and 8
Supplementary Data
Item 9. Changes in and Disagreements with 8
Accountants on Accounting and
Financial Disclosure
PART III
Item 10. Directors and Executive Officers 9
of Registrant
Item 11. Executive Compensation 13
Item 12. Security Ownership of Certain 15
Beneficial Owners and Management
Item 13. Certain Relationships and Related 16
Transactions
PART IV
Item 14. Exhibits, Financial Statement 17
Schedules, and Reports on Form 8-K
Signatures 20
PART I
ITEM 1. BUSINESS.
Cedar Fair, L.P. (the "Partnership") is a publicly traded
Delaware limited partnership managed by Cedar Fair Management
Company (the "General Partner").
The Partnership owns and operates five 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; Worlds of Fun/Oceans of Fun ("Worlds of Fun"),
located in Kansas City, Missouri; and Knott's Berry Farm, located
near Los Angeles in Buena Park, California, which was acquired on
December 29, 1997. 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.
The Partnership's original four parks are generally 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
these four parks are derived during an approximately 130-day
operating season. Knott's Berry Farm is open daily from 9:00-
10:00 a.m. to 10:00-12:00 p.m. 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 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.
Knott's Berry Farm also operates Knott's Camp Snoopy, a 7-acre
indoor amusement park at the Mall of America in Bloomington,
Minnesota, under a management contract which 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
"Power Tower," a 300-foot-tall thrill ride and the tallest ride
of its kind in the world, which is scheduled to open in May,
1998; "Magnum XL-200," "Raptor," "Mantis" and "Mean Streak,"
which are among the world's tallest and fastest 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; 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, twelve additional
water slides, two river rafting rides, two children's activity
areas, and a giant wave pool; and "Challenge Park," an extra-
charge attraction area which includes "RipCord," a free-fall ride
from a height of more than 15 stories, a 36-hole themed miniature
golf course and a Can-Am-style go-kart track. In addition, there
are more than 50 restaurants, fast food outlets and refreshment
stands, and a number of gift shops, novelty shops and game areas.
Cedar Point also owns and operates three hotel facilities: the
historic Hotel Breakers, which has more than 400 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
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, both of which remain open year-round.
Cedar Point also owns and operates the Cedar Point Marina, one of
the largest full-service marinas on the Great Lakes, which
provides dockage facilities for over 700 boats, and 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
Valleyfair, which opened in 1976, 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
"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; "The
Hydroblaster," a 40-foot tall wet/dry slide, or "water coaster;"
and a new 430-seat indoor theater for live show presentations
scheduled to open in 1998. 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.
DORNEY PARK
Dorney Park, which was first developed as a summer resort area in
1884, was acquired by the Partnership in 1992, and is located
near Allentown in South Whitehall Township, Pennsylvania. Dorney
Park is one of the largest amusement parks in the Northeast and
serves a total market area of approximately 35 million people.
The park's major markets include Philadelphia, New Jersey, New
York City, Lancaster, Harrisburg, York, Scranton, Wilkes-Barre,
Hazleton and the Lehigh Valley.
Dorney Park features more than 50 rides and attractions,
including "Hang Time," a 59-foot-tall thrill ride which is
scheduled to open in 1998; "Steel Force," one of the tallest and
fastest roller coasters in the world; "Hercules," a world-class
wooden roller coaster; two additional roller coasters; "White
Water Landing," one of the world's tallest water flume 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 "Island Water Works, " an interactive water play
station, twelve water slides, including the "Pepsi Aquablast,"
one of the longest elevated water slides 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; 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 more than 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 in 1995. Located in Kansas City, Missouri, Worlds of
Fun serves a total market area of approximately seven million
people centered in Kansas City, but including most of Missouri,
as well as portions of Kansas and Nebraska.
Worlds of Fun is a traditional amusement park themed around Jules
Verne's adventure book Around the World in Eighty Days. The park
offers more than 50 rides and attractions, including "Mamba," one
of the tallest and fastest roller coasters in the world, which is
scheduled to open in 1998; "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 a 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 "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.
KNOTT'S BERRY FARM
Knott's Berry Farm, which first opened in 1920, was acquired by
the Partnership on December 29, 1997, and is located near Los
Angeles in Buena Park, California. 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 tourist
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
"Supreme Scream," a 300-foot-tall thrill ride planned for the
summer of 1998; six 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 theater; a children's activity area themed with the popular
"Peanuts" comic strip characters; a dolphin and sea lion show in
a stadium seating up to 1,100 persons; live entertainment shows
in 22 indoor and outdoor theater 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 games areas in the park,
as well as Knott's California Marketplace, a dining and shopping
area which is located outside the park's gates and is available
free of charge.
The park is also renowned for its seasonal promotions, including
a special Christmas promotion, "Knott's Merry Farm," and a
spectacular Halloween event called "Knott's Scary Farm," which
celebrated its 25th year in 1997 and is widely acknowledged as
the best in the industry.
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 expenditures incurred in the
period from October through May, just prior to the beginning of
the peak operating season. Capital expenditures made in a
calendar year differ from amounts identified with a particular
operating season because of timing considerations such as weather
conditions, site preparation requirements and availability of
ride components, which result in accelerated or delayed
expenditures around calendar 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, Kansas City and Los
Angeles, including several other amusement/theme parks in the
Partnership's market areas. The Partnership's business is
subject to factors generally affecting the recreation and leisure
market, such as economic conditions, changes in discretionary
spending patterns and weather conditions.
In Cedar Point's major markets, its primary amusement park
competitors are Paramount Kings Island in southern Ohio, and Sea
World of Ohio and Geauga Lake near Cleveland.
Camp Snoopy, the indoor amusement park at the Mall of America, is
located approximately 15 miles from Valleyfair and is managed by
Knott's Berry Farm. Adventureland, a theme park in Des Moines,
Iowa, is located approximately 250 miles from Valleyfair.
Dorney Park faces significant competition, 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.
In southern California, Knott's Berry Farm's primary amusement
park competitors are Disneyland, which is approximately 15
minutes away, Six Flags Magic Mountain, which is approximately
75 minutes away, and Universal Studios, which is located
approximately 50 minutes away. The San Diego Zoo and Sea World-
San Diego are located approximately 90 minutes from Knott's.
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 1,200 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. Knott's Berry Farm hires approximately 1,000 seasonal
employees for peak periods and 1,200 part-time employees who work
year-round. Approximately 2,500 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. The
Radisson Harbour Inn and adjoining TGI Friday's restaurant, two
seasonal employee housing complexes and a fast-food restaurant
operated by the Partnership, are located on this property.
The Partnership controls, through ownership or an easement, a six-
mile public highway and owns approximately 38 acres of vacant
land adjacent to this highway, which is a secondary access route
to Cedar Point and serves about 250 private residences. The
roadway is maintained by the Partnership pursuant to deed
provisions. The Cedar Point Causeway, a four-lane roadway across
Sandusky Bay, is the principal access road to Cedar Point and is
owned by Cedar Point Bridge Company, a subsidiary of the
Partnership.
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, of which 170
acres have been developed and 30 acres remain available for
future expansion.
Worlds of Fun is located on approximately 350 acres, including
approximately 32 acres of vacant land which the Partnership
acquired from an affiliate of Hunt Midwest Enterprises, Inc.
("HME") during 1997 at a total price of $4.2 million. HME's
president, Lee Derrough, is a director of the General Partner,
and HME owns 1,440,000 limited partnership units from its 1995
sale of Worlds of Fun to the Partnership. At Worlds of Fun,
approximately 235 acres have been developed, and approximately
115 acres remain available for future expansion.
Knott's Berry Farm is situated on approximately 160 acres, of
which 150 acres have been developed and 10 acres remain available
for future expansion.
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
partnership interests are listed for trading on The New York
Stock Exchange udner 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. The cash
distributions declared and the high and low prices of the
Partnerchip's units are shown in the tabel below (all amounts
have been restated to reflect the 2 for 1 split):
1997 Distribution High Low
4th Quarter .3200 26-15/16 23
3rd Quarter .3200 24-1/4 21-1/16
2nd Quarter .3125 22-7/16 18-1/4
1st Quarter .3125 20-1/2 17-11/16
1996 Distribution High Low
4th Quarter .3125 18-1/2 17-3/16
3rd Quarter .3125 19-1/8 16-1/8
2nd Quarter .2875 19-3/8 17
1st Quarter .2875 19-1/2 18-1/8
ITEM 6. SELECTED FINANCIAL DATA.
1997 1996 1995 1994 1993
(in thousands except amounts per unit and per capita)
OPERATING DATA
Net Revenues $264,137 $250,523 $218,197 $198,358 $178,943
Operating Income 76,303 81,121 73,013 68,016 57,480
Net Income 68,458 74,179 66,136 62,825 61,879
Per limited
partner unit (6) 1.47 1.59 1.45 1.40 1.38
FINANCIAL POSITION
Total Assets $599,616 $304,104 $274,717 $223,982 $218,359
Working Capital
(deficit) (40,427) (27,511) (27,843) (24,404) (22,356)
Long-term debt 189,750 87,600 80,000 71,400 86,800
Partners' equity 285,381 169,994 151,476 115,054 99,967
DISTRIBUTIONS DECLARD
Per limited
partner unit $1.265 $1.20 $1.1375 $1.0625 $0.9625
OTHER DATA
Depreciation and
amortization $21,528 $19,072 $16,742 $14,960 $14,473
Cash flow from
Operating 96,532 94,161 84,565 81,093 69,243
activities
Capital 44,989 30,239 28,520 19,237 23,813
expenditures
Combined 6,844 6,920 6,304 5,918 5,511
attendance
Combined guest
per capita $32.66 $31.75 $30.29 $30.04 $28.86
Spending (7)
1992 1991 1990 1989 1988
(in thousands except amounts per unit and per capita)
OPERATING DATA
Net Revenues $152,961 $127,950 $121,962 $120,013 $103,157
Operating Income 49,111 42,394 40,324 39,616 30,132
Net Income 42,921 35,975 33,173 31,623 22,593
Per limited
partner unit (6) 0.98 0.84 0.78 0.74 0.53
FINANCIAL POSITION
Total Assets $209,472 $142,532 $141,668 $136,036 $135,395
Working Capital
(deficit) (19,028) (14,616) (13,446) (11,908) (10,915)
Long-term debt 89,700 65,900 69,900 71,100 77,900
Partners' equity 81,333 55,132 51,755 47,439 41,039
DISTRIBUTIONS DECLARED
Per limited $0.8625 $0.7625 $0.675 $0.59 $0.54
partner unit (7)
OTHER DATA
Depreciation and
amortization $12,421 $10,314 $9,706 $9,618 $9,075
Cash flow from
Operating 56,034 46,275 43,703 41,000 32,596
activities
Capital 15,934 10,333 15,168 9,797 8,112
expenditures
Combined 4,857 4,088 4,130 4,310 3,907
attendance
Combined guest
per capit $27.98 $27.84 $26.64 $25.45 $23.80
Spending (8)
NOTE 1 - Knott's Berry Farm is included in 1997 data for 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 $0.49 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 - The 1987 operating results include extraordinary and
nonrecurring expenses of $13.9 million. or $0.86 per unit.
NOTE 7 - Net income per limited partner unit is computed based on
the weighted average number of units outstanding.
NOTE 8 - 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.
Results of Operations
Net revenues for the year ended December 31, 1997 were $264.1
million, a 5% increase over the year ended December 31, 1996.
This followed a 15% increase in 1996, when revenues rose to
$250.5 million from $218.2 in 1995. Net revenues for 1997 reflect
a 1 % decrease in combined attendance (to 6.8 million from 6.9
million in 1996) offset by an increase of 3% in combined guest
per capita spending and an increase of 29% in out-of-park
revenues, principally from the Radisson / TGI Friday's franchises
acquired in December 1996. 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. Nearly perfect
weather throughout the peak vacation months of July and August,
together with the successful debut of Steel Force, contributed to
Dorney's record performance. Knott's Berry Farm, which was
acquired in late December of 1997, also made a small contribution
for the last three days of the year.
In 1996, Valleyfair achieved a record year and combined
attendance increased 10% to 6.9 million, which included Worlds of
Fun's first full year contribution. In 1995, in spite of an
unusually cold and rainy spring at Valleyfair and Dorney Park,
combined attendance increased 7% to 6.3 million, which included
Worlds of Fun's contribution of approximately 415,000 in
attendance for the period following its acquisition. Combined
guest per capita spending increased 5% in 1996 and 1% in 1995.
Costs and expenses before depreciation and amortization in 1997
increased to $166.3 million from $150.3 million in 1996 and
$128.4 million in 1995, largely due to the addition of the
Radisson / TGI Friday's operations in 1997. Included in costs and
expenses are approximately $4.7 million of incentive fees earned
by the General Partner in 1997. This compares to $4.3 million and
$3.9 million of incentive fees earned in 1996 and 1995,
respectively.
Operating income in 1997 decreased 6% to $76.3 million,
following an 11% increase in 1996 and a 7% increase in 1995. The
1997 decrease in operating income was the result of attendance
declines at Cedar Point and Valleyfair. In 1996, operating income
increased as the result of greater profits generated from the
Partnership's original three parks, together with Worlds of Fun's
first full year profit contribution. Increased guest per capita
spending at the Partnership's original three parks, in addition
to Worlds of Fun contributing $2.1 million in operating profits
for the period after its acquisition, generated the increase in
operating income in 1995.
Net income for 1997 decreased 8% to $68.5 million compared to
$74.2 million in 1996 and $66.1 million in 1995.
In 1997, interest expense rose due to the increased debt from the
acquisition of the Radisson /TGI Friday's franchises at the end
of 1996.
For 1998, the Partnership plans to invest $38 million in
capital improvements at its original four parks, including Cedar
Point's new state-of-the-art thrill ride, Power Tower, and Worlds
of Fun's Mamba, one of the world's tallest and fastest roller
coasters. Plans for capital expenditures at Knott's Berry Farm
for 1998 are currently being finalized. 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.
The acquisition of Knott's Berry Farm will have a material
effect on the Partnership's results of operations in 1998, due to
the inclusion of a full year of operations.
Financial Condition
The Partnership ended 1997 in sound financial condition in terms
of both liquidity and cash flow. The negative working capital
ratio of 2.8 at December 31, 1997 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 1997, cash generated from operations totaled $96.5 million
and net borrowings, excluding the Knott's acquisition, totaled
$7.7 million. The Partnership used $45.0 million for capital
expenditures and $58.3 million for distributions to the general
and limited partners. Distributions in 1998, at the current
annual rate of $1.28 per unit, would total approximately $65
million, 12% higher than the distributions paid in 1997.
The Partnership has available through April 2002 a $200 million
revolving credit facility, of which $139.75 million was borrowed
and in use as of December 31, 1997. In January 1998, $50 million
of the yearend bank borrowings were refinanced on a long-term
basis at favorable rates. Credit facilities and cash flow are
expected to be adequate to meet seasonal working capital needs,
planned capital expenditures and distribution requirements.
Because of a recent change in federal tax laws, the Partnership
plans to remain a publicly traded partnership. The exemption of
existing publicly traded limited partnerships from federal income
taxes was continued, and a new 3.5% tax is payable on partnership
gross income beginning in 1998. On a pro forma basis, including
Knott's Berry Farm, the impact of the new tax on 1997 income
would have been $12.1 million (see Note 2). Under prior law, the
Partnership would have been required to pay corporate income
taxes beginning in 1998.
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 28, 1998.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except per unit data)
For the years ended December 31, 1997 1996 1995
Net revenues
Admissions $135,625 $135,838 $112,582
Food, merchandise and games 105,944 99,166 91,529
Accommodations and other 22,568 15,519 14,086
264,137 250,523 218,197
Cost and expenses:
Cost of products sold 26,006 25,022 22,880
Operating expenses 108,800 96,328 80,801
Selling, general and
administrative 31,500 28,980 24,761
Depreciation and amortization 21,528 19,072 16,742
187,834 169,402 145,184
Operating income 76,303 81,121 73,013
Interest expense, net 7,845 6,942 6,877
Net income $68,458 $74,179 $66,136
Net income allocated to general
partners 330 742 661
Net income allocated to limited
partners $68,128 $73,437 $65,475
Weighted average limited
partner units and equivalents
outstanding-Basic 45,965 45,920 45,096
Net income per limited partner
unit-Basic $1.48 $1.60 $1.45
Weighted average limited
partner units and equivalents
outstanding-Diluted 46,265 46,116 45,214
Net income per limited partner
unit-Diluted $1.47 $1.59 $1.45
The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.
CONSOLIDATED BALANCE SHEET
(In thousands)
December 31, 1997 1996
Assets
Current Assets:
Cash $2,520 $ 1,279
Receivables 6,530 2,984
Inventories 9,055 4,446
Prepaids 3,849 3,021
Total current assets 21,954 11,730
Land, Buildings and Equipment:
Land 123,550 29,056
Land improvements 84,134 39,711
Buildings 158,550 105,545
Rides and equipment 331,342 231,457
Construction in progress 17,333 6,454
714,909 412,223
Less accumulated depreciation (147,772) (130,585)
567,137 281,638
Intangibles, net of amortization 10,528 10,736
$599,619 $304,104
Liabilities and Partners' Equity
Current Liabilities:
Accounts payable $15,644 $ 5,251
Distribution payable to partners 14,768 14,495
Accrued interest 1,576 1,555
Accrued taxes 4,602 3,604
Accrued salaries, wages and benefits 11,305 5,539
Self-insurance reserves 8,946 6,635
Other accrued liabilities 5,585 2,162
Total current liabilities 62,426 39,241
Other Liabilities 10,312 7,269
Long-Term Debt:
Revolving credit loans 139,750 33,100
Term debt 50,000 54,500
189,750 87,600
Redeemable Limited Partnership Units 51,750 -
Partners' Equity:
Special L.P. interests 5,290 5,290
General partners 413 717
Limited partners, 22,960,208 units
outstanding 279,678 163,987
285,381 169,994
$599,619 $304,104
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, 1997 1996 1995
Cash Flows From (For) Operating Activities
Net income $68,458 $74,179 $66,136
Adjustments to reconcile net income to net
cash from operating activities
Depreciation and amortization 21,528 19,072 16,742
Change in assets and liabilities, net of
effects from acquisitions:
Decrease in inventories (214) 22 670
Decrease (increase) in current and other
assets 576 (422) 267
Increase (decrease) in accounts payable 2,455 (1,541) (2,188)
Increase in self-insurance reserves 581 233 315
Increase in other current liabilities 105 942 956
Increase in other liabilities 3,043 1,676 1,667
Net cash from operating activities 96,532 94,161 84,565
Cash Flows From (For) Investing Activities
Capital expenditures (44,989) (30,239) (28,520)
Acquisition ofKnott's Berry Farm:
Land, buildings and equipment acquired (261,685) -- --
Negative working capital assumed, net of cash
acquired 10,281 -- --
Acquisition ofJHW Limited Partnership:
Land, buildings, rides and equipment acquired -- (16,295) --
Negative working capital assumed, net of cash
acquired -- 442 --
Acquisition ofWorlds 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 (296,393) (46,092) (64,389)
Cash Flows From (For) Financing Activities
Net borrowing (payment) on revolving credit
loans 12,150 (8,375) (5,303)
Repayment of term debt (4,500) -- --
Distributions paid to partners (58,254) (54,501) (51,245)
Withdrawal of Special General Partner (196) -- --
Acquisition ofKnott's Berry Farm:
Borrowings on revolving credit loans 94,500 -- --
Issuance of limited partnership units 157,402 -- --
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 201,102 (46,901) (20,415)
Cash:
Net increase (decrease) for the period 1,241 1,168 (239)
Balance, beginning of period 1,279 111 350
Balance, end of period $2,520 $1,279 $111
Supplemental Information:
Cash payments for interest expense $7,874 $7,072 $6,787
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, 1994 $5,290 $389 $109,375 $115,054
Issuance of 1,440,000 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 ($1.1375 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 ($1.20 per limited
partner unit) -- (556) (55,105) (55,661)
Balance at December 31, 1996 5,290 717 163,987 169,994
Issuance of 6,482,433 limited
partnership units for acquisition
on Knott's Berry Farm -- -- 157,402 157,402
Reclassification of redeemable
limited partnership units -- -- (51,750) (51,750)
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)
Balance at December 31, 1997 $5,290 $413 $279,678 $285,381
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, 1997, 44,480,416 limited
partnership units were registered on The New York Stock
Exchange, after giving effect to a 2-for-1 split issued in
the fourth quarter of 1997. All unit and per unit amounts in
these financial statements have been restated to reflect
this split. An additional 1,440,000 limited partnership
units were issued in 1995 in connection with the acquisition
of Worlds of Fun/Oceans of Fun, and 6,482,433 limited
partnership units were issued on December 29, 1997 in
connection with the acquisition of Knott's Berry Farm, as
discussed in Note 7. The units issued in these acquisitions
have not been registered with the Securities and Exchange
Commission, and are subject to certain trading restrictions.
The Partnership's General Partner is Cedar Fair Management
Company, an Ohio corporation owned by the Partnership's
executive management (the "General Partner"). Effective
July 1, 1997 CF Partners, the Special General Partner,
voluntarily withdrew from the Partnership and, in accordance
with the Partnership Agreement, received $400,000 as final
payment of the balance of its 1997 fees. After this
transaction, the Partnership's limited partner units
represent, in the aggregate, a 99.5% interest in income,
losses and cash distributions of the Partnership, compared
with a 99.0% interest in prior periods. The General Partner
owns a 0.5% interest in the Partnership's income, losses,
and distributions except in defined circumstances, and has
full control over all activities of the Partnership.
For the services it provides, the General Partner earns a
fee equal to .25% of the Partnership's net revenues, as
defined, and also earns incentive compensation when
quarterly distributions exceed certain levels as defined in
the Partnership Agreement. The General Partner earned
$5,335,000, $4,926,000 and $4,430,000 of total fees in 1997,
1996 and 1995, 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 corporate 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, except those at
Knott's Berry Farm, are valued at the lower of first-in,
first-out cost or market. Inventories at Knott's are valued
principally under the last-in, first-out method.
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 Dorney Park & Wildwater Kingdom assets
acquired in 1992, the Worlds of Fun/Oceans of Fun assets
acquired in 1995, the JHW Limited Partnership assets
acquired at the end of 1996, and the Knott's Berry Farm
assets acquired in 1997. 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 improvements 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 amusement parks with accompanying resort
facilities.
Income Taxes: The accompanying statements of operations do
not include a provision for corporate 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
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 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.
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.
Federal tax legislation in 1997 provided a continuing income
tax exemption to existing "publicly traded partnerships,"
such as Cedar Fair; L.P, with a 3.5% tax to be levied on
partnership gross income (net revenues less cost of products
sold) beginning in 1998 in place of corporate income taxes.
The Partnership plans to remain a publicly traded
partnership under the terms of this new tax law. If it had
applied to 1997 results, the Partnership would have recorded
a tax provision of approximately $8.3 million.
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:
1997 1996 1995
(in thousands except per unit data)
Basic weighted average
units outstanding 45,965 45,920 45,096
Effect of dilutive units:
Deferred units
(see note 5) 291 169 118
Contingent units -
Knott's acquisition
(see note 7) 9 -- --
Diluted weighted average
units outstanding 46,265 46,116 45,214
Net income per unit - $1.48 $1.60 $1.45
basic
Net income per unit - $1.47 $1.59 $1.45
diluted
3) Long-Term Debt:
At December 31,1997 and 1996, long-term debt consisted of
the following:
1997 1996
(In thousands)
Revolving credit loans $139,750 $ 33,100
Term debt 50,000 54,500
$189,750 $ 87,600
Revolving Credit Loans: In December 1997, the Partnership
entered into a new credit agreement with five banks under
which it will have available a $200 million revolving credit
facility through April 2002. Borrowings under this credit
facility were $139.75 million as of December 31, 1997 which
was the maximum outstanding balance during 1997, at an
average interest rate of 6.2%.
Borrowings under this agreement bear interest at the
banks' prime lending rate, with more 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 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. The fair value of the
aggregate future repayments on these senior notes at
December 31, 1997, as required by Statement of Financial
Accounting Standards No.107, would be approximately $56.3
million, applying a discount rate of 6.7%.
In January 1998, the Partnership entered into a new 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 Partnership's consolidated balance sheet at December 31,
1996, reflects a $4.5 million term note, as a result of the
acquisition of JHW Limited Partnership, which was
subsequently repaid in 1997 (see Note 7).
Covenants: Under the terms of the credit 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.
(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 $1,352,000 in 1997, $1,361,000 in
1996 and $1,140,000 in 1995.
The Partnership also has an Employees' Savings and
Investment Plan under which nonunion employees can
contribute specified percentages of their salary matched up
to a limit by the Partnership. Contributions by the
Partnership to this plan appnoximated $450,000 in 1997,
$430,000 in 1996 and $352,000 in 1995.
In addition, approximately 125 employees are covered by
union-sponsored, multi-employer pension plans for which
approximately $359,000, $338,000 and $298,000 were
contributed for the years ended December 31, 1997, 1996 and
1995, respectively. The Partnership believes that, as of
December 31, 1997 it would have no withdrawal liability as
defined by the Multiemployer Pension Plan Amendments Act of
1980.
In 1992, the Partnership amended its policy for payment of
fees earned by the General Partner to permit a portion of
such fees to be deferred for payment after retirement or
over certain vesting periods as established by the Board of
Directors. Payment will be made in a combination of limited
partnership units and cash. The amounts deferred were
$2,409,000 in 1997, $2,196,000 in 1996 and $1,783,000 in
1995, including the value of 90,470, 104,232 and 73,662
limited partnership units issuable in future years, which
are included in the calculation of diluted weighted average
units outstanding. Amounts not payable within 12 months of
the balance sheet date are included in Other Liabilities.
(6) Contingencies:
The Partnership is a party to a number of lawsuits arising
in the normal course of business. In the opinion of
management, these matters will not have a material effect in
the aggregate on the Partnership's financial statements.
(7) Acquisitions:
On December 29, 1997, the Partnership acquired Knott's Berry
Farm, a privately held partnership which owns and operates
Knott's Berry Farm theme park in Buena Park, California and
manages 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, which is subject to adjustment under certain
circumstances, consisted of 6,482,433 unregistered limited
partnership units (valued at an average price of $24.2813,
or $157.4 million in the aggregate) and the payment of $94.5
million in cash borrowed under the expanded revolving credit
agreement. The Partnership agreed to repurchase during 1998
up to an aggregate of 500,000 of these units per quarter at
market prices upon demand. As of December 31, 1997 the
market value of the 2 million redeemable units has been
recorded separately in the accompanying balance sheet, and
will be paid upon demand to repurchase these limited
partnership units during 1998 or be reclassified into
partners' equity as the redemption period expires.
Knott's Berry Farm's assets, liabilities and results of
operations for the last three days of 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 fair values at the
date of acquisition.
The table below summarizes the unaudited consolidated pro
forma results of operations assuming the acquisition of
Knott's Berry Farm had occurred at the beginning of each of
the periods presented, with adjustments primarily
attributable to interest expense relating to the refinancing
of long-term debt and depreciation expense relating to the
fair value of assets acquired.
Years Ended December 31, 1997 1996
(In thousands except amounts per unit)
Net revenues $392,085 $375,583
Net income $ 73,066 $ 80,618
Net income per limited
partner unit-diluted $ 1.38 $ 1.52
These pro forma results have been prepared for comparative
purposes only and do not purport to be indicative of what
would have occurred had the acquisition been made at the
beginning of the periods presented, or of results which may
occur in the future.
At the close of business on December 31, 1996, the
Partnership acquired substantially all of the equity of JHW
Limited Partnership, which owned a 237-room Radisson hotel
and a large TGI Friday's restaurant near Cedar Point in
Sandusky, Ohio. The Partnership acquired the remaining small
equity interest in JHW at no additional cost in 1997. The
purchase price of approximately $16 million, including $4.5
million of long-term debt, was allocated to the assets of
JHW based on their relative fair values at the acquisition
date. The results of JHW's operations are included in the
Partnership's consolidated financial statements beginning in
1997.
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 million. The purchase price
consisted of the assumption of approximately $17 million of
liabilities and the issuance of 1,440,000 unregistered
limited partnership units (recorded at the July 28 NYSE
closing price of $15.4375, or $22.2 million in the
aggregate). The acquisition was accounted for as a purchase,
and accordingly the purchase price was allocated to assets
and liabilities acquired based upon their fair values at the
date of acquisition. The results of Worlds of Fun's
operations are included in the Partnership's consolidated
financial statements from the date of acquisition.
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 General Partner of the Partnership and
has full responsibility for the management of the
Partnership. On July 1, 1997, CF Partners, the Special
General Partner, voluntarily withdrew from the Partnership.
For additional information, including the fees paid to the
General Partner for services rendered during 1997, attention
is directed to Note 1 to the consolidated financial
statements on page 10 in the Registrant's 1997 Annual Report
to Unitholders, which note is incorporated herein by this
reference.
Directors:
Name Age Position with General Partner
Richard L. Kinzel 57 President, Chief Executive
Officer, Director since 1986
Lee A. Derrough* 53 Director since 1995
Richard S. Ferreira* 57 Director since 1997
Terry C. Hackett* 49 Director since 1997
Mary Ann Jorgenson* 57 Director since 1988
Donald H. Messinger* 54 Director since 1993
James L. Miears 62 Executive Vice President and
General Manager-Cedar Point,
Director since 1993
Thomas A. Tracy* 66 Director since 1993
* Member of Audit and Compensation Committees as of March 1, 1998.
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 57 President and Chief Executive Officer
since 1986
John R. Albino 51 Vice President-General Manager-Dorney
Park since 1995
Richard J. Collingwood 58 Corporate Vice President-General
Services since 1992
Jacob T. Falfas 46 Vice President-General Manager-Knott's
Berry Farm since 1997
Mark W. Freyberg 44 Vice President-Park Operations-
Valleyfair since 1996
Joseph E. Greene 55 Vice President-Maintenance-Dorney Park
since 1996
H. John Hildebrandt 48 Vice President-Marketing-Cedar Point
since 1993
Bruce A. Jackson 46 Corporate Vice President-Finance and
Chief Financial Officer since 1992
Lee C. Jewett 63 Corporate Vice President-Planning &
Design since 1990
Daniel R. Keller 48 Vice President-General Manager-Worlds of
Fun since 1995
Larry L. MacKenzie 42 Vice President-Revenue Operations-Dorney
Park since 1997
James L. Miears 62 Executive Vice President-General Manager-
Cedar Point since 1993
Executive Officers (continued):
Name Age Position with Managing General Partner
Charles M. Paul 44 Corporate Controller since 1996
Thomas W. Salamone 53 Treasurer since 1982
Alan L. Schwartz 48 Vice President-Finance-Valleyfair since
1978
Daryl R. Smith 43 Vice President-Park Operations-Cedar
Point since 1998
Linnea Stromberg-Wise 52 Vice President-Marketing-Valleyfair
since 1995
Joseph L. von der Weis 65 Corporate Vice President-Accommodations
since 1996
Walter R. Wittmer 57 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 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 since 1981.
Mr. Hackett was elected a director in 1997 as a
representative of the Knott family following the acquisition
of Knott's Berry Farm on December 29, 1997.
Mary Ann Jorgenson is a partner in the law firm of Squire,
Sanders & Dempsey L.L.P., the Partnership's General Counsel,
and has been associated with the firm since 1975. She is
also a director of S 2 Golf Inc. (manufacturer and
distributor of golf clubs and bags) and is a director and
Secretary of Essef Corporation (manufacturer of plastic
pressure vessels for the water treatment and systems
industry; spa and pool equipment; and containers for
hazardous waste transportation).
Donald H. Messinger is a partner in the law firm of Thompson
Hine & Flory LLP and has been associated with the firm since
1968.
James L. Miears has served as Executive Vice President and
General Manager of Cedar Point since 1993. In 1992, he was
Senior Vice President-Merchandise 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.
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, and prior to that 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. 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.
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.
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.
Daryl R. Smith was appointed Vice President-Park Operations
of Cedar Point in February 1998. Prior to that, he was Vice
President and Director-Park Operations of Dorney Park for
more than five years.
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 1997.
ITEM 11. EXECUTIVE COMPENSATION.
SUMMARY COMPENSATION TABLE
Long-
Annual Term
Compensation Compens
ation
(a) (b) (c) (d) (f) (i)
Restric All
ted Other
Salary Bonus Unit Compens
Awards ation
Name and Year ($) ($) ($) ($)
Principal
Position
Richard L. Kinzel, 1997 219,538 550,907 448,688 15,950
President and 1996 207,692 516,532 349,627 81,960
Chief Executive 1995 199,615 497,842 206,281 201,630
Officer
James L. Miears, 1997 162,730 296,853 125,706 15,950
Executive Vice 1996 155,770 281,745 202,615 42,460
President and 1995 149,422 271,551 129,425 105,030
General Manager-
Cedar Point
Bruce A. Jackson, 1997 137,731 301,323 144,616 15,950
Corporat Vice 1996 130,770 236,593 108,355 25,660
President- 1995 124,808 226,293 97,854 28,830
Finance and Chief
Financial Officer
Daniel R. Keller, 1997 146,731 267,713 144,809 15,950
Vice President 1996 139,809 252,848 98,936 15,260
and General 1995 128,654 244,396 55,483 15,130
Manager-Worlds of
Fun
Walter R. Wittmer 1997 147,731 269,535 117,052 15,950
Vice President 1996 140,769 254,653 172,379 94,060
and General 1995 134,423 244,396 100,483 99,810
Manager-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, Miears, Jackson, Keller and Wittmer as
of December 31, 1997, together with their market value
at yearend, were 62,350 ($1,613,299), 31,133
($805,563), 22,761 ($588,939), 17,303 ($447,720) and
25,568 ($661,562), 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
1997, $11,200 was credited to the accounts of each of
the named executive officers.
2. Employees' Savings and Investment Plan - With
respect to 1997, $4,750 was credited to the accounts
of each of the named executive officers.
3. Supplemental Retirement Benefits - No amounts were
awarded in 1997.
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 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, eight 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 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 annually 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.
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 payments 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
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
13, 1998.
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 13,
1998.
Amount and Nature of Beneficial Ownership
Name of Beneficial Investment Power Voting Power Percent
Beneficial Owner Ownership Sole Shared Sole Shared of Units
Richard L. Kinzel (1) 646,878 259,872 387,006 259,872 387,006 1.2
Lee A. Derrough 2,000 2,000 -0- 2,000 -0- *
Richard S. Ferreira 1,000 1,000 -0- 1,000 -0- *
Terry C. Hackett (2) 405,848 -0- 405,848 -0- 405,848 1.0
Mary Ann Jorgenson (3) 764,776 400 764,376 400 764,376 1.5
Donald H. Messinger 695 695 -0- 695 -0- *
James L. Miears (1) 452,132 56,477 395,655 56,477 395,655 1.0
Thomas A. Tracy 5,817 4,182 1,635 4,182 1,635 *
Bruce A. Jackson 63,399 61,399 2,000 61,399 2,000 *
Daniel R. Keller (1) 440,573 57,553 383,020 57,553 383,020 1.0
Walter R. Wittmer (4) 37,372 37,072 300 37,072 300 *
All Directors an 2,425,485 813,656 1,611,829 813,656 1,611,829 4.6
officersas a group
(25 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
other 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 1,071,122 units held in an escrow account and
4,870,180 units held by other members of the Knott
family.
(3) Includes 763,976 units held by certain trusts of which
Mrs. Jorgenson and another partner of Squire, Sanders &
Dempsey L.L.P. are trust advisors, as to which Mrs.
Jorgenson disclaims beneficial ownership.
(4) Includes 300 units held by Mr. Wittmer's son, as to
which Mr. Wittmer 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 1997
Annual Report to Unitholders, which is incorporated herein
by this reference. Also, see Item 2 for discussion of a
land acquisition from an affiliate of Hunt Midwest
Enterprises, Inc.
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 1997 Annual Report to Unitholders,
which are incorporated herein by this reference.
(i) Consolidated Balance Sheets - December 31, 1997 and
1996.
(ii) Consolidated Statements of Operations - Years ended
December 31, 1997, 1996 and 1995.
(iii) Consolidated Statements of Partners' Equity - Years
ended December 31, 1997, 1996 and 1995.
(iv) Consolidated Statements of Cash Flows - Years ended
December 31, 1997, 1996 and 1995.
(v) Notes to Consolidated Financial Statements - December
31, 1997, 1996 and 1995.
(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 the Registrant or 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.
10.1* 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 The Prudential Insurance
Company of America dated August 24, 1994 and
$50,000,000, 8.43% Senior Note Due August 24, 2006.
Incorporated herein by reference to Exhibit 10.1 to
Registrant's Form 10-Q for the quarter ended October 2,
1994.
10.5 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 December 19, 1997 between
Cedar Fair, L.P. Cedar Fair, Magnum Management
Corporation and Knott's Berry Farm as co-borrowers, and
KeyBank National Association, NBD Bank, National City
Bank, First Union Bank and Mellon Bank, N.A. as lenders.
Incorporated herein by reference to Exhibit 10.1 to
Registrant's Form 8-K filed January 13, 1998.
10.10 Amendment No. 1 dated as of January 28, 1998, to Credit
Agreement dated as of December 19, 1997.
10.15 Bonus and Incentive Compensation Policy for Officers of
Cedar Fair Management Company dated as of November 2,
1992. Incorporated herein by reference to Exhibit
10.15 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1992.
10.16 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
for the year ended December 31, 1995.
10.18 Contribution Agreement by and among Cedar Fair, L.P.,
Knott's Berry Farm and the Partners of Knott's Berry
Farm dated December 19, 1997. Incorporated herein by
reference to Exhibit 10 to Registrant's Form 8-K filed
January 13, 1998.
10.19 Private Shelf Agreement with The Prudential Insurance
Company of America dated January 28, 1998 and
$50,000,000, 6.68% Series B Notes due August 24, 2011.
13 1997 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.
The Registrant filed the following reports on Form 8-K for
the year ended December 31, 1997:
1) January 13, 1998: Form 8-K, Registrant acquires all of
the partnership interests in Knott's Berry Farm,
located in Buena Park, California.
2) March 13, 1998: Form 8-K/A, Amendment No. 1 to Form
8-K filed January 13, 1998.
Item 7(a)(1) Financial Statements of Knott's Berry
Farm for the three years ended December 29, 1996,
together with Independent Auditors' Report
(a)(2) Financial Statements (unaudited)
of Knott's Berry Farm for the nine months ended
September 28, 1997 and September 29, 1996
(b) Pro Forma Financial Information
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 27, 1998
/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 27, 1998
Richard L. Kinzel Executive Officer, Director
/s/ Bruce A. Jackson Corporate Vice President- March 27, 1998
Bruce A. Jackson Finance (Chief Financial Officer)
/s/ Charles M. Paul Corporate Controller March 27, 1998
Charles M. Paul (Chief Accounting Officer)
/s/ Lee A. Derrough Director March 27, 1998
Lee A. Derrough
/s/ Richard S. Ferreira Director March 27, 1998
Richard S. Ferreura
/s/ Terry C. Hackett Director March 27, 1998
Terry C. Hackett
/s/ Mary Ann Jorgenson Director March 27, 1998
Mary Ann Jorgenson
/s/ Donald H. Messinger Director March 27, 1998
Donald h. Messinger
/s/ James L. Miears Executive Vice President, March 27, 1998
James L. Miears Director
/s/ Thomas A. Tracy Director March 27, 1998
Thomas A. Tracy
ANNUAL REPORT ON FORM 10-K
CEDAR FAIR, L.P.
For the Year Ended December 31, 1997
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 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 for
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.
10.9 Credit Agreement dated as of December 19, 1997 between
Cedar Fair, L.P., Cedar Fair, Magnum Management
Corporation and Knott's Berry Farm as co-borrowers, and *
KeyBank National Association, NBD Bank, National City
Bank, First Union Bank and Mellon Bank, N.A. as lenders.
10.10 Amendment No. 1 dated as of January 28, 1998, to Credit 22
Agreement dated as of December 19, 1997.
10.15 Bonus and Incentive Compensation Policy for Officers of
Cedar Fair Management Company dated as of November 2, *
1992.
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.
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 26
Company of America dated January 28, 1998 and $50,000,000,
6.68% Series B Notes due August 24, 2011.
21 Subsidiaries of Cedar Fair, L.P. *
27 Financial Data Schedule 71
* Incorporated herein by reference; see Item 14(A) (3).