SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for Quarterly Period Ended June 30, 1995 -OR- Transaction Report Pursuant to Section 13 or 15(d) of the Securities And Exchange Act of 1934 for the transaction period from _________ to________ ________________________________________________________________________ Commission File Number 0-9789 ________________________________________________________________________ Premier Parks Inc. ________________________________________________________________________ (Exact name of registrant as specified in its charter) Delaware 73-6137714 ________________________________________________________________________ (State of other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 11501 Northeast Expressway, Oklahoma City, OK 73131 ________________________________________________________________________ (Address of principal executive offices, Zip Code) (405) 478-2414 ________________________________________________________________________ (Registrant's telephone number, including area code) 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 the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date: At June 30, 1995, Premier Parks Inc. had outstanding 16,860,607 shares of common stock, par value $.01 per share. ITEM 1. FINANCIAL STATEMENTS PREMIER PARKS INC. CONSOLIDATED BALANCE SHEETS June 30, December 31, 1995 1994 (Unaudited) (Audited) ASSETS Current assets Cash and cash equivalents $ 1,862,861 $ 1,365,728 Accounts receivable 1,200,878 869,796 Inventories 1,723,112 1,017,791 Prepaid expenses 917,494 765,200 Total current assets 5,704,345 4,018,515 Other assets Investment in and advances to a partnership, at equity: 229 East 79th Street Associates LP 1,123,356 1,123,708 Deferred charges 382,150 428,608 Deposits 77,132 1,107,732 Other 284,250 288,143 Total other assets 1,866,888 2,948,191 Property and equipment, at cost 50,455,007 44,841,784 Less accumulated depreciation 7,380,613 6,269,852 Total property and equipment 43,074,394 38,571,932 Total assets $ 50,645,627 $45,538,638 LIABLITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable and accrued expenses $ 6,073,342 $ 1,281,061 Accrued interest payable 146,701 101,857 Current portion of long-term debt 1,226,098 1,239,160 Current portion of long-term debt - related parties 200,000 200,000 Current portion of revolving credit facility 3,500,000 0 Current portion of capitalized lease obligations 489,248 452,645 Total current liabilities 11,635,389 3,274,723 Long-term debt and capitalized lease obligations Capitalized lease obligation 1,302,593 1,419,924 Long-term debt - unrelated parties: Senior subordinated notes 1,240,000 1,240,000 Term notes 11,882,090 11,901,080 Long-term debt - related parties: Senior subordinated notes 5,760,000 5,760,000 Junior subordinated loan 1,895,000 1,895,000 Total long-term debt and capitalized lease obligations 22,079,683 22,216,004 Deferred income taxes 667,918 1,913,900 Total liabilities 34,382,990 27,404,627 Stockholders' equity Common stock 169,923 169,923 Capital in excess of par 50,572,978 50,572,978 Accumulated deficit (33,791,497)(31,920,123) 16,951,404 18,822,778 Less treasury stock at cost 688,767 688,767 Total stockholder's equity 16,262,637 18,134,011 Total liabilities and stockholders' equity $50,645,627 $45,538,638 ITEM 1. FINANCIAL STATEMENTS (CONTINUED) PREMIER PARKS INC. CONSOLIDATED STATEMENTS OF OPERATIONS SIX MONTHS ENDED JUNE 30, 1995 AND 1994 (UNAUDITED) 1995 1994 Revenue: Theme park admissions $ 5,675,268 $ 3,996,944 Theme park food, merchandise, and other 3,692,255 3,312,094 Total revenue 9,367,523 7,309,038 Costs and expenses: Operating expenses 5,882,948 5,947,817 Selling, general and administrative 3,239,644 2,443,608 Cost of products sold 826,942 799,901 Depreciation and amortization 1,110,761 859,076 Total cost and expenses 11,060,295 10,050,402 Income (loss) from operations (1,692,772) (2,741,364) Other income (expense) Interest expense, net (1,383,353) (1,081,090) Equity in loss of partnership (38,912) (36,566) Other income 81 60 Total other income (expense) (1,422,184) (1,117,596) (Loss) before income taxes (3,114,956) (3,858,960) Provision for income tax (benefit) expense: (1,243,582) (1,543,584) NET (LOSS) $ (1,871,374) $ (2,315,376) Per share amounts NET (LOSS) PER SHARE (0.11) (0.17) AVERAGE SHARES OUTSTANDING 16,860,607 13,276,097 ITEM 1. FINANCIAL STATEMENTS (CONTINUED) PREMIER PARKS INC. CONSOLIDATED STATEMENTS OF OPERATIONS THREE MONTHS ENDED JUNE 30, 1995 AND 1994 (UNAUDITED) 1995 1994 Revenue: Theme park admissions $ 4,688,107 $ 3,996,944 Theme park food, merchandise, and other 3,109,095 2,953,065 Total revenue 7,797,202 6,950,009 Costs and expenses: Operating expenses 4,184,798 4,095,086 Selling, general and administrative 2,357,860 1,755,812 Cost of products sold 815,294 780,425 Depreciation and amortization 553,434 429,499 Total cost and expenses 7,911,386 7,060,822 Income (loss) from operations (114,184) (110,813) Other income (expense) Interest expense, net (804,843) (696,767) Equity in loss of partnership (19,523) (11,158) Other income 81 0 Total other income (expense) (824,285) (707,925) (Loss) before income taxes (938,469) (818,738) Provision for income tax (benefit) expense: (372,988) (264,320) NET (LOSS) $ (565,482) $ (554,418) Per share amounts NET (LOSS) PER SHARE (0.03) (0.04) AVERAGE SHARES OUTSTANDING 16,860,607 13,276,097 ITEM 1. FINANCIAL STATEMENTS (CONTINUED) PREMIER PARKS INC. CONSOLIDATED STATEMENT OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 1995 AND 1994 (UNAUDITED) 1995 1994 Cash flow from operating activities Net loss $ (1,871,374)$ (2,315,376) Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization 1,110,761 859,076 Amortization of discount on debt 50,351 43,451 Equity in losses of partnerships 38,912 36,566 Gain on sale of assets 0 (8,531) Increase in notes and accounts (331,082) (866,787) receivable and accrued interest Decrease in deferred income taxes (1,245,982) (1,543,584) Increase in inventories and prepaid expenses (857,615) (946,051) Decrease in other 1,030,600 160,915 Increase in accounts payable and accrued expenses 3,977,281 3,126,061 Increase in accrued interest payable 44,844 86,016 Payments of issuance costs 0 (73,906) Total adjustments 3,818,070 873,226 Net cash provided by (used in) operating activies 1,946,696 (1,442,150) Cash flow from investing activities Proceeds from the sale of equipment 0 14,000 Additions to property and equipment (4,798,223) (7,923,273) Increase in investments in and advances to partnerships (38,560) (53,160) Net cash (used in) investing activities (4,836,783) (7,962,433) Cash flow from financing activities Repayment of long-term debt (169,280) (68,802) Proceeds from borrowings 3,556,500 8,965,276 Net cash provided by financing activities 3,387,220 8,896,474 Increase (decrease) in cash and cash equivalents 497,133 (508,109) Cash and cash equivalents at beginning of period 1,365,728 3,025,859 Cash and cash equivalents at end of period $ 1,862,861 $ 2,517,750 PART I - FINANCIAL INFORMATION (Continued) Item 1 Financial Statements (Continued) ________________________________ PREMIER PARKS INC. NOTES TO FINANCIAL STATEMENTS June 30, 1995 1. Management's Discussion and Analysis of Financial Condition and Results of Operations which follows these notes contains additional information on the results of operations and the financial position of the Company. Those comments should be read in conjunction with these notes. The Company's annual report on Form 10-K for the year ended December 31, 1994 includes additional information about the Company, its operations and its financial position, and should be read in conjunction with this quarterly report on Form 10-Q. 2. The information furnished in this report reflects all adjustments which are, in the opinion of management, necessary to present a fair statement of the results for the periods presented. 3. Results of operations for the six month and three month periods ended June 30, 1995 are not indicative of the results expected for the full year. In particular, the Company's theme park operations contribute most of their annual revenue during the period from Memorial Day to Labor Day each year. Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations _______________________________________________ RESULTS OF OPERATIONS Six months ended June 30, 1995 vs. six months ended June 30, 1994 Loss before income taxes for the six months ended June 30, 1995 aggregated $3.1 million, as compared to loss before taxes of $3.9 million for the comparable six month period of 1994. The decrease in the loss in the 1995 period was attributable to increased operating revenues in that period, arising primarily from a new season pass program, as well as an increase in overall attendance to the parks. The increase in operating revenue in the second quarter was offset in part by the increased depreciation expense in that period arising out of the Company's capital improvement program, additional interest expense due to higher levels of outstanding debt and an increase in the interest rates, and larger advertising expense incurred earlier than the previous year. Revenue. Revenues increased 28.2% from 7.3 million in the first six months of 1994 to $9.4 million in the first six months of 1995. This increase in revenues is primarily attributable to a substantial increase in season pass sales at Frontier City and White Water Bay due to a new combined season pass program and the effect of these season pass revenues, and increased attendance at the Company's three theme parks. Operating Expenses. Operating expenses decreased 1.1% from $5.95 million in the first six months of 1994 to $5.88 million in the first six months of 1995. Selling, General and Administrative. Selling, general and administrative increased 32.6% from $2.4 million in the first six months of 1994 to $3.2 million in the comparable period of 1995 primarily due to a 30.6% increase in marketing and advertising expenses. Most of such increase was incurred at Adventure World as part of the advertising campaign designed to promote public awareness of the new Mind Eraser roller coaster, and a lesser portion of such increase was incurred in connection w ith the promotion of the new combined season pass program at Frontier City and White Water Bay. Costs of Products sold. Costs of products sold increased 3.4% from $800,000 in the first six months of 1994 to $827,000 in the first six months of 1995. This increase is a direct result of increased in-park sales at the parks. Three months ended June 30, 1995 vs. three months ended June 30, 1994 Loss before income taxes for the three months ended June 30, 1995 aggregated $938,000, as compared to loss before income taxes of $819,000 for the comparable three month period of 1994. The increase in the loss in the 1995 period was attributable to increased depreciation expense arising out of the Company's capital improvement program and additional interest expense due to the increase in outstanding debt. Revenue. Revenues increased 12.2% from 6.9 million in the three months ended June 30, 1994 to $7.8 million in the three months ended June 30, 1995. This increase in revenues is primarily attributable to a substantial increase in season pass sales at Frontier City and White Water Bay due to a new combined season pass program and the effect of these season pass revenues, and increased attendance at the Company's three theme parks. Operating Expenses. Operating expenses increased 2.2% from $4.1 million in the three months ended June 30, 1994 to $4.2 million in the three months ended June 30, 1995. Selling, General and Administrative. Selling, general and administrative increased 34.3% from $1.8 million in the three months ended June 30, 1994 to $2.4 million in the comparable period of 1995 primarily due to a 30.1% increase in marketing a nd advertising expenses. Most of such increase was incurred at Adventure World as part of the advertising campaign designed to promote public awareness of the new Mind Eraser roller coaster, and a lesser portion of such increase was incurred in connection with the promotion of the new combined season pass program at Frontier City and White Water Bay. Costs of Products sold. Costs of products sold increased 4.5% from $780,000 in the three months ended June 30, 1994 to $815,000 in the three months ended June 30, 1995. This increase is a direct result of increased in-park sales at the parks. Because of the seasonal nature of the Company's theme park operations most of the Company's revenues are generated from Memorial Day to Labor Day. LIQUIDITY, CAPITAL COMMITMENTS AND RESOURCES At June 30, 1995, the Company's indebtedness (including capitalized leases) aggregated $27.5 million, of which approximately $1.9 million is due prior to June 30, 1996, and $3.5 million represents borrowings under the Company's revolving credit facility. Amounts outstanding under this facility must be repaid in full prior to November 1, with reborrowings thereunder permitted commencing in December. The Company anticipates repaying current indebtedness from funds generated from operations. The Company continues to implement the capital improvements program for its three parks assembled prior to the 1993 season. In connection with this program, the Company estimates that it expended approximately $6 million prior to the 1995 season. The Company funded this amount from existing cash, funds generated from operations and the proceeds of financings. During the fourth quarter of 1994, the Company consummated a private placement of 3,584,510 shares of its common stock at a purchase price of $1.35 per share. Of the shares issued, 485,437 were issued in satisfaction of $655,340 of indebtedness of the Company. The cash proceeds of approximately $4.184 million have been used to fund improvements to the parks. The Company's liquidity could be adversely affected by any event or condition, such as inclement weather that significantly reduces attendance at any of its parks. PART II - OTHER INFORMATION Item 3 Submission of Matters to a vote of Security-holders On June 19, 1995 the Company held its annual meeting of stockholders, at which the Company's then-current directors, Michael E. Gellert, Kieran E. Burke, Gary Story, Paul A. Biddelman, James F. Dannhauser and Jack Tyrrell, were elected to serve as directors for an additional one-year term. In addition, the stockholders approved by a vote of 16,662,817 to 2,870 the selection of KPMG Peat Marwick LLP as independent auditors for the Company for the year ended December 31, 1995. Items 1,2, 4-5 Not applicable Item 6 Exhibits (a) Exhibit Number 27 Financial Data Schedule (b) Reports on Form 8-K None SIGNATURES Pursant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this reportg to be signed on its behalf by the undersigned thereunto duly authorized. Premier Parks Inc. ------------------------ (Registrant) KIERAN E. BURKE ----------------------- Kieran E. Burke Chairman/ Chief Executive August 11, 1995 RICHARD R. WEBB --------------- ----------------------- Date Richard R. Webb Vice President/Accounting