UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
The following unaudited pro forma combined financial statements (the
"Pro Forma Financial Statements") of the Company are based upon and should be
read in conjunction with the historical financial statements of Premier Parks
Inc. ("Premier"), Funtime Parks, Inc. ("Funtime") and Elitch Gardens Company
("Elitch Gardens"), all of which are incorporated by reference. The
Unaudited Pro Forma Combined Statement of Operations for the year ended
December 31, 1995 gives effect to the acquisitions of Funtime and Elitch
Gardens and the related financings as if they had occurred on January 1,
1995. The Unaudited Pro Forma Combined Statement of Operations for the nine
months ended September 30, 1996 gives effect to the acquisition of Elitch
Gardens and the related financings as if they had occurred on January 1, 1996.
The Unaudited Pro Forma Combined Balance Sheet is presented as if the
acquisition of Elitch Gardens occurred on September 30, 1996. The
acquisitions have been accounted for using the purchase method of accounting.
Allocations of the purchase price have been determined based upon estimates
of fair value.
The Pro Forma Financial Statements are for informational purposes only,
have been prepared based on estimates and assumptions deemed by the Company
to be appropriate and do not purport to be indicative of the financial
position or results of operations which would actually have been attained if
the acquisitions had occurred as presented in such statements or which may be
achieved in the future.
-5-
PREMIER PARKS INC.
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1995
Historical Historical
Historical Funtime Forty- Combined
Funtime Six three days (Premier
Historical months ended ended August and
Premier July 2, 1995 14, 1995 Funtime)
---------- ------------ --------------- -----------
(Unaudited) (Unaudited) (Unaudited)
(In thousands, except for share and per share data)
Revenue:
Theme park admissions............................. $21,863 $6,195 $9,680 $37,738
Theme park food, merchandise and other............ 19,633 8,958 13,450 42,041
--------- --------- ----------- ---------
Total revenue................................... 41,496 15,153 23,130 79,779
--------- --------- ----------- ---------
Operating costs and expenses:
Operating expenses................................ 19,775 10,537 6,039 36,351
Selling, general and administrative............... 9,272 3,459 2,533 15,264
Costs of products sold............................ 4,635 2,083 2,953 9,671
Depreciation and amortization..................... 3,866 3,316 829 8,011
--------- --------- ----------- ---------
Total........................................... 37,548 19,395 12,354 69,297
--------- --------- ----------- ---------
Income (loss) from operations..................... 3,948 (4,242) 10,776 10,482
Other income (expense):
Interest expense, net........................... (5,578) (2,741) (321) (8,640)
Other income (expense)............................ (177) 4 (4) (177)
--------- --------- ----------- ---------
Total............................................. (5,755) (2,737) (325) (8,817)
Income (loss) before income taxes................. (1,807) (6,979) 10,451 1,665
Income tax expense (benefit)...................... (762) (2,722) 4,076 592
--------- --------- ----------- ---------
Income (loss) before extraordinary loss........... $(1,045) $(4,257) $6,375 $1,073
--------- --------- ----------- ---------
--------- --------- ----------- ---------
Income (loss) before extraordinary loss
applicable to common stock....................... $(1,574) $(4,257) $6,375 $544
--------- --------- ----------- ---------
--------- --------- ----------- ---------
Income (loss) per common share.................... $(.40) (13) (13) (13)
---------
---------
Weighted average shares........................... 3,938,000 (13) (13) (13)
Historical Combined Pro Forma Company Pro
Elitch Gardens Company Adjustments Forma
-------------- ----------- ----------- -----------
(Unaudited) (Unaudited) (Unaudited)
Revenue:
Theme park admissions............................. $12,824 $50,562 $ -- $50,562
Theme park food, merchandise and other............ 7,015 49,056 360 (3) 49,416
---------- --------- --------- ----------
Total revenue................................... 19,839 99,618 360 99,978
---------- --------- --------- ----------
Operating costs and expenses:
Operating expenses................................ 8,373 44,724 (2,001)(4) 46,723
Selling, general and administrative............... 9,289 24,553 (4,870)(5) 19,683
Costs of products sold............................ 2,684 12,335 (182)(6) 12,173
Depreciation and amortization..................... 1,550 9,561 (633)(7) 8,928
---------- --------- --------- ----------
Total........................................... 21,896 91,193 (7,686) 83,507
---------- --------- --------- ----------
Income (loss) from operations..................... (2,057) 8,425 8,046 16,471
Other income (expense):
Interest expense, net............................. (2,041) (10,681) (3,119)(8) (13,800)
Other income (expense)............................ (157) (334) --
---------- --------- --------- ----------
Total............................................. (2,198) (11,015) (3,119) (14,134)
Income (loss) before income taxes................. (4,255) (2,590) 4,927 2,337
Income tax expense (benefit)...................... 592 558 (9) 1,150
---------- --------- --------- ----------
Income (loss) before extraordinary loss........... $(4,255) (3,182) $4,368 $1,186
---------- --------- --------- ----------
---------- --------- --------- ----------
Income (loss) before extraordinary loss
applicable to common stock....................... $(4,255) $(3,811) $3,897(10) $1,186
---------- --------- --------- ----------
---------- --------- --------- ----------
Income (loss) per common share.................... (13) (13) $0.11
----------
----------
Weighted average shares........................... (13) (13) 11,221,000
----------
----------
See accompanying notes to unaudited pro forma combined statement of operations.
-6-
PREMIER PARKS INC.
NOTES TO UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 1995
BASIS OF PRESENTATION
The accompanying unaudited pro forma combined statement of operations
for the year ended December 31, 1995, has been prepared based upon certain
pro forma adjustments to historical financial information of the Company,
Funtime and Elitch Gardens. The Company's acquisition of the operating assets
of Elitch Gardens occurred on October 31, 1996. The Company acquired Funtime
in August 1995.
The unaudited pro forma combined statement of operations for the year
ended December 31, 1995, has been prepared assuming the acquisition of Elitch
Gardens and the related financings occurred January 1, 1995. The unaudited
pro forma combined statement of operations should be read in conjunction with
the financial statements of the Company, Funtime and Elitch Gardens and notes
thereto incorporated by reference.
The pro forma weighted average of shares used to calculate pro forma
income per share is based on the actual weighted average number of shares
outstanding during 1995, adjusted to give effect to shares of Common Stock
issued in the Preferred Stock Conversion in June 1996 and upon conversion of
subordinated notes (August 1995) and adjusted to give effect to the issuance
of 3,938,000 shares of Common Stock in June 1996 pursuant to the Company's
public offering (the "Public Offering"), a portion of the proceeds of which
were utilized to make the acquisition of Elitch Gardens.
PRO FORMA ADJUSTMENTS
(1) See Funtime's Consolidated Financial Statements incorporated by reference.
(2) Represents the results of Funtime from the end of the first six months of
1995 through August 14, 1995, the day prior to the Funtime Acquisition.
(3) Other revenue adjustments reflect the following:
Effects of new contractual arrangement for Funtime's Darien Lake's
20,000 seat Amphitheater........................................ $ 395
Elimination of operations of Funtime-Famous Recipe restaurants
which the Company closed........................................ (360)
Change in concessionaire arrangements at the Funtime parks........ 325
------
$ 360
------
------
(4) Operating expense adjustments reflect the following:
Elimination of operations of Funtime-Famous Recipe
restaurants which the Company closed............................ $ 239
Reduction of Funtime operating expenses related to insurance and
leasing......................................................... 672
Reduction of Elitch Gardens operating expenses related
to park staffing levels and lease expenses...................... 1,090
------
$2,001
------
------
-7-
(5) Selling, general and administrative expense adjustments reflect the
following:
Elimination of duplicative corporate personnel costs and
corporate expense at the Funtime parks....................... $ 1,175
Elimination of duplicative corporate personnel costs and
corporate expenses at Elitch Gardens as follows:
Corporate and full time personnel costs.................. $1,520
Pre-opening marketing costs.............................. 847
Insurance and entertainment costs........................ 725
Professional fees........................................ 492
Rental expense........................................... 111
------
3,695
$ 4,870
----------
----------
(6) Adjustment reflects the elimination of operations of Funtime-Famous Recipe
restaurants which the Company closed.
(7) Adjustment reflects the effects of eliminating historical depreciation
($5,695) of the acquired parks and the pro forma depreciation of $5,062 on
the Funtime property and equipment and the property and equipment of Elitch
Gardens. Depreciation is based on estimated lives of 15 to 25 years.
(8) Adjustment reflects the increase in interest expense as if the
acquisitions of Funtime and Elitch Gardens and the related financings
had been consummated on January 1, 1995. Approximately $1,848 of secured
indebtedness of Premier was not refinanced with the proceeds of the
Company's 12% Senior Notes due 2003 issued in August 1995 (the "Existing
Notes"). Additionally, as a component of the financing transactions,
obligations of $3,259 were recognized as a result of modifications of
certain lease agreements resulting in their reclassification as capital
leases. Other than the proceeds of the Company's $85 million term loan
facility (the "Term Loan Facility"), the funding of the acquisition of
Elitch Gardens is from the proceeds of the Company's June 1996 Public
Offering and cash from operations. Issuance costs associated with the
Existing Notes and the Term Loan Facility are being amortized over their
respective eight and five year terms. The components of the adjustment
are as follows:
Interest expense on the Existing Notes issued in August 1995 -
January 1, 1995 to August 14, 1995........................... $ 6,750
Interest expense on the Term Loan Facility..................... 2,286
Amortization of costs associated with issuance of the Existing
Notes........................................................ 383
Amortization of costs associates with the Term Loan Facility... 415
Elimination of historical interest expense - Premier........... (1,689)
Elimination of historical interest expense - Funtime........... (3,062)
Elimination of historical interest expense - Elitch Gardens.... (2,041)
Interest relating to reclassified capital leases............... 77
----------
$ 3,119
----------
----------
(9) Adjustment reflects the application of income taxes at a rate of
40% to the pro forma adjustments and to the acquired operations that
were not previously directly subject to income taxation and after
consideration of permanent differences.
-8-
(10) Adjustment reflects the aggregate pro forma adjustments to income (loss)
before extraordinary loss and the elimination of $529 of accumulated,
but unpaid, preferred stock dividends as a result of the Preferred Stock
Conversion in June 1996.
(11) Income (loss) per common share and weighted average share data are not
presented for Funtime and Elitch Gardens as the information is not
meaningful.
(12) The calculation of pro forma weighted average shares outstanding for
the year ended December 31, 1995 is as follows:
Weighted average shares of Common Stock outstanding............ 3,938,000
Common Stock issued as a result of the conversion of the
Company's subordinated notes, presumed outstanding
on January 1, 1995........................................... 920,000
Preferred Stock Conversion into Common Stock,
as if issued and converted on January 1, 1995................ 2,424,000
Common Stock issued in the June 1996 Public Offering,
a portion of the proceeds of which were used to make
the Recent Acquisitions...................................... 3,939,000
----------
11,221,000
----------
----------
-9-
PREMIER PARKS INC.
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 1996
(IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)
Historical Historical Combined Pro Forma Company
Premier Elitch Gardens Company Adjustments Pro Forma
---------- -------------- -------- ----------- ---------
Revenue
Theme park admissions............................. $38,970 $ 10,631 $49,601 $ -- $ 49,601
Theme park food, merchandise and other............ 50,822 8,875 59,967 -- 59,967
---------- ----------- ------- --------- ---------
Total revenue................................... 89,792 19,506 109,928 -- 109,928
---------- ----------- ------- --------- ---------
Operating costs and expenses:
Operating expenses................................ 32,897 8,579 41,476 (350)(1) 39,751
(1,375)(2)
Selling, general and administrative............... 15,363 6,216 21,579 (2,070)(3) 19,509
Costs of products sold............................ 10,685 3,287 13,972 -- 13,972
Depreciation and amortization..................... 5,599 10,291 15,890 (8,322)(4) 7,568
---------- ----------- ------- --------- ----------
Total........................................... 64,544 28,373 92,917 (12,117) 80,800
---------- ----------- ------- --------- ----------
Income (loss) from operations..................... 25,248 (8,867) 16,381 12,117 28,498
Other income (expense):
Interest expense, net............................. (7,657) (3,193) (10,850) 1,167 (5) (9,683)
Other income (expense)............................ (59) (284) (343) 125 (6) (218)
---------- ----------- ------- --------- ----------
Total........................................... (7,716) (3,477) (11,193) 1,292 (9,901)
Income (loss) before income taxes................. 17,532 (12,344) 5,188 13,409 18,597
Income tax expense................................ 7,020 7,020 508 (7) 7,600
---------- ----------- ------- --------- ----------
Net income (loss)................................. $10,512 $(12,344) $(1,832) $ 12,829 $ 10,997
---------- ----------- ------- --------- ----------
---------- ----------- ------- --------- ----------
Net income (loss) applicable to common stock...... $ 9,909 $(12,344) $(2,435) $ 13,432 (8) $ 10,997
---------- ----------- ------- --------- ----------
---------- ----------- ------- --------- ----------
Net income per common share....................... $ 1.24 (9) (9) $ 0.94
----------
----------
Weighted average shares........................... 7,979,000 (9) (9) 11,660,000(10)
---------- ----------
---------- ----------
See accompanying notes to unaudited pro forma combined statement of operations.
-10-
PREMIER PARKS INC.
NOTES TO UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 1996
BASIS OF PRESENTATION
The accompanying pro forma combined statement of operations for the nine
months ended September 30, 1996 has been prepared based upon certain pro
forma adjustments to historical financial information of the Company and
Elitch Gardens. The Company's acquisition of the operating assets of Elitch
Gardens occurred on October 31, 1996. The Company acquired Funtime in 1995.
The unaudited pro forma combined statement of operations for the nine
months ended September 30, 1996 has been prepared assuming the acquisition of
Elitch Gardens and the related financings occurred on January 1, 1996. The
operations of Funtime are included in the Company's operations for 1996 since
the acquisition of Funtime occurred in 1995. The unaudited pro forma
combined statement of operations should be read in conjunction with the
financial statements of the Company and Elitch Gardens, and notes thereto
incorporated by reference.
The pro forma weighted average number of common shares used to calculate
pro forma income per share is based on the actual weighted average number of
shares outstanding during the nine months ended September 30, 1996, adjusted
to give effect to shares issued in the Preferred Stock Conversion (June 1996)
and the issuance of 3,938,000 shares in June 1996 pursuant to the Public
Offering, a portion of the proceeds of which were utilized to make the
acquisition of Elitch Gardens.
PRO FORMA ADJUSTMENTS
(1) Adjustment reflects the change in food concessionaire arrangements at
Elitch Gardens.
(2) Adjustments reflect the reduction of Elitch Gardens operating expenses
related to park staffing levels ($1,000) and entertainment contracts
($375).
(3) Selling, general and administrative expense adjustments
reflect the following:
Elimination of duplicative corporate personnel costs and
corporate expenses at Elitch Gardens as follows:
Corporate and full-time personnel costs........................ $ 1,140
Insurance expense.............................................. 375
Professional fees.............................................. 466
Rental expense................................................. 89
----------
$ 2,070
----------
----------
-11-
(4) Adjustment reflects the effects of eliminating historical depreciation
($2,291) and impairment provision ($8,000) recognized by the acquired
park and the pro forma depreciation of $1,969 on the property and
equipment of Elitch Gardens. Depreciation is based on estimated lives
of 15 to 25 years.
(5) Adjustment reflects the decrease in interest expense as if the
acquisition of Elitch Gardens and related borrowings under the Term Loan
Facility had been consummated on January 1, 1996. Other than the
proceeds of the Term Loan Facility, the funding of the acquisition of
Elitch Gardens is assumed to be from the proceeds of the June 1996
Public Offering and cash from operations. Issuance costs associated
with the Existing Notes and the Term Loan Facility are being amortized
over the respective eight and five year terms. The components of the
adjustment are as follows:
Interest expense on the Term Loan Facility..................... $ 1,715
Amortization of costs associated with Term Loan Facility....... 311
Elimination of historical interest expense - Elitch Gardens.... (3,193)
----------
$ (1,167)
----------
----------
(6) Adjustment reflects the elimination of food service management fee at
Elitch Gardens.
(7) Adjustment reflects the application of income taxes at a rate of 40% to
the pro forma adjustments and to the acquired operations that were not
previously directly subject to income taxation and after consideration
of permanent differences.
(8) Adjustment reflects the aggregate pro forma adjustment to income (loss)
before extraordinary loss and the elimination of $603 of preferred stock
dividends as a result of the Preferred Stock Conversion.
(9) Income (loss) per common share and weighted average share data are not
presented for Elitch Gardens as the information is not meaningful.
(10) The calculation of pro forma weighted average shares outstanding for the
nine months ended September 30, 1996 is as follows:
Weighted average shares of Common Stock outstanding............ 7,979,000
Preferred Stock Conversion, as if issued and converted on
January 1, 1996.............................................. 1,619,000
Common Stock issued in the Public Offering, a portion of the
proceeds of which were used to make the acquisition of Elitch
Gardens, as if issued on January 1, 1996..................... 2,062,000
----------
11,660,000
----------
----------
-12-
PREMIER PARKS INC.
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
SEPTEMBER 30, 1996
Historical
Historical Elitch Pro Forma Company
Premier Gardens Adjustments Pro Forma
---------- ----------- ----------- ---------
ASSETS:
Cash and cash equivalents. . . $73,766 $2,969 $ (2,969)(2) $ 39,295
(34,471)(3)
Accounts receivable . . . . . 8,409 969 (969)(3) 8,409
Inventories . . . . . . . . . 3,460 860 - 4,320
Prepaid expenses . . . . . . . 1,906 128 - 2,034
--------- ------- -------- --------
Total current assets. . . . 87,541 4,926 (38,409) 54,058
Deferred charges . . . . . . . 4,448 1,629 (1,629)(2) 6,523
2,075 (3)
Deposits and other . . . . . . 7,125 - - (2) 7,125
--------- ------- -------- --------
Other assets . . . . . . . 11,573 1,629 446 13,648
Property and equipment,
net . . . . . . . . . . . . 140,153 57,728 5,280 (3) 203,161
Intangible assets, net . . . . 12,847 - (3) 12,847
--------- ------- -------- --------
Total assets. . . . . . . . $252,114 $64,283 $ 32,683 $ 283,714
--------- ------- -------- --------
--------- ------- -------- --------
LIABILITIES AND
STOCKHOLDERS' EQUITY:
Accounts payable and
accrued expenses. . . . . . . $6,378 $3,983 $ (3,983)(2) $6,378
Accrued interest payable . . . 1,386 2,454 (2,454)(2) 1,386
Current maturities of
long-term debt
and capital lease
obligations. . . . . . . . 1,054 36,994 (36,994)(2) 1,054
--------- ------- -------- --------
Total current
liabilities. . . . . . . . 8,818 43,431 (43,431) 8,818
Long-term debt and capital
lease obligations. . . . . . 92,350 6,465 (6,465)(2) 123,450
31,600 (3)
Other long-term
liabilities. . . . . . . . . 3,234 - - 3,234
Deferred income taxes. . . . . 26,138 - - 26,138
--------- ------- -------- --------
Total Liabilities . . . . . . 130,540 49,896 (18,296) 162,140
Total stockholders' equity . . 121,574 14,387 (14,387)(2) 121,574
--------- ------- -------- --------
Total liabilities and
stockholders'
equity . . . . . . . . . . $252,114 $64,283 $ (32,683) $ 287,714
--------- ------- -------- --------
--------- ------- -------- --------
See accompanying notes to unaudited pro forma combined balance sheet.
-13-
PREMIER PARKS INC.
NOTES TO UNAUDITED PRO FORMA COMBINED BALANCE SHEET
SEPTEMBER 30, 1996
BASIS OF PRESENTATION
The accompanying unaudited pro forma combined balance sheet as of
September 30, 1996 has been prepared based on certain pro forma adjustments
to historical financial information of the Company and Elitch Gardens. The
Company's acquisition of the operating assets of Elitch Gardens occurred on
October 31, 1996.
The unaudited pro forma combined balance sheet as of September 30, 1996
has been prepared assuming the acquisition of Elitch Gardens occurred on
September 30, 1996. The assets and liabilities of Funtime are included in
the Company's assets and liabilities as of September 30, 1996, since the
acquisition of Funtime occurred in 1995. The unaudited pro forma combined
balance sheet should be read in conjunction with the financial statements of
the Company and Elitch Gardens and notes thereto incorporated by reference.
PRO FORMA ADJUSTMENTS
(1) Adjustments reflect the elimination of assets not purchased ($5,567) and
liabilities not assumed ($49,896) by the Company, as follows:
(a) the Company did not acquire the cash ($2,969), accounts receivable
($969), deferred charges ($1,629) of Elitch Gardens.
(b) the Company did not assume the accounts payable and accrued expenses
($3,983), accrued interest payable ($2,454), current maturities of
long-term debt and capital lease obligations ($36,994) or long-term debt
and capital lease obligations ($6,465) of Elitch Gardens.
(2) Adjustment reflects the purchase for cash of the operating assets of
Elitch Gardens ($62,500) and the purchase from the lessor of certain
assets of Elitch Gardens subject to a capital lease ($496) and estimated
transaction costs of $1,000. Purchase prices were funded through
existing cash balances of the Company and borrowings of $31,600 under
the Term Loan Facility. Costs associated with the new borrowings
approximate $2,075 and have been reflected as deferred charges. The
acquisition is being accounted for using the purchase method of
accounting. Allocation of the purchase price is based upon estimated
fair values for property and equipment. Fair value of inventory and
prepaid expenses approximate recorded historical amounts.
-14-