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, 1996
-OR-
/ / Transaction Report Pursuant to Section 13 or 15(d)
of the Securities And Exchange Act of 1934
for the transaction period from _________ to________
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Commission File Number 0-9789
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Premier Parks Inc.
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(Exact name of registrant as specified in its charter)
Delaware 73-6137714
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(State of other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
11501 Northeast Expressway, Oklahoma City, OK 73131
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(Address of principal executive offices, Zip Code)
(405) 478-2414
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(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 August 7, 1996, Premier Parks Inc. had outstanding 11,357,232 shares
of common stock, par value $.05 per share.
ITEM 1. FINANCIAL STATEMENTS
PREMIER PARKS INC.
CONSOLIDATED BALANCE SHEETS
June 30, December 31,
1996 1995
(Unaudited)
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ASSETS
Current assets:
Cash and cash equivalents $ 62,326,000 $ 28,787,000
Accounts receivable 6,586,000 965,000
Inventories 5,181,000 2,904,000
Prepaid expenses 2,839,000 2,352,000
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Total current assets 76,932,000 35,008,000
Other assets:
Deferred charges 4,589,000 4,839,000
Deposits and other 4,129,000 4,229,000
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Total other assets 8,718,000 9,068,000
Property and equipment, at cost 150,180,000 125,906,000
Less accumulated depreciation 13,032,000 9,905,000
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Total property and equipment 137,148,000 116,001,000
Intangible assets 13,475,000 13,471,000
Less accumulated amortization 496,000 230,000
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12,979,000 13,241,000
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Total assets $ 235,777,000 $ 173,318,000
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ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
June 30, December 31,
1996 1995
(Unaudited)
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 13,148,000 $ 6,361,000
Accrued interest payable 4,147,000 4,158,000
Current portion of long-term debt - 56,000
Current portion of capitalized lease 1,119,000 1,009,000
obligations
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Total current liabilities 18,414,000 11,584,000
Long-term debt and capitalized lease obligations:
Capitalized lease obligation 3,131,000 3,213,000
Long-term debt - Senior notes 90,000,000 90,000,000
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Total long-term debt and capitalized
lease obligations 93,131,000 93,213,000
Other long-term liabilities 3,337,000 3,465,000
Deferred income taxes 15,325,000 19,145,000
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Total liabilities 130,207,000 127,407,000
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Stockholders' equity
Preferred stock - 200,000
Common stock 568,000 244,000
Capital in excess of par 144,522,000 79,261,000
Accumulated deficit (38,831,000) (33,105,000)
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106,259,000 46,600,000
Less treasury stock, at cost 689,000 689,000
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Total stockholders' equity 105,570,000 45,911,000
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Total liabilities and stockholders'
equity $ 235,777,000 $ 173,318,000
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ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
PREMIER PARKS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(UNAUDITED)
1996 1995
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Revenue:
Theme park admissions $ 14,212,000 $ 5,675,000
Theme park food, merchandise, and other 15,171,000 3,692,000
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Total revenue 29,383,000 9,367,000
Costs and expenses:
Operating expenses 17,401,000 5,883,000
Selling, general and administrative 9,165,000 3,239,000
Cost of products sold 3,293,000 827,000
Depreciation and amortization 3,393,000 1,111,000
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Total cost and expenses 33,252,000 11,060,000
Loss from operations (3,869,000) (1,693,000)
Other income (expense):
Interest expense, net (5,633,000) (1,383,000)
Other expense, net (41,000) (39,000)
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Total other income (expense) (5,674,000) (1,422,000)
Loss before income taxes (9,543,000) (3,115,000)
Provision for income tax benefit (3,817,000) (1,244,000)
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Net loss $ (5,726,000) $ (1,871,000)
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Net loss applicable to common stock $ (6,329,000) $ (1,871,000)
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Per share amounts:
Net loss per share $ (1.09) $ (0.55)
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Average shares outstanding 5,816,146 3,372,121
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ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
PREMIER PARKS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1996 AND 1995
(UNAUDITED)
1996 1995
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Revenue:
Theme park admissions $ 12,524,000 $ 4,688,000
Theme park food, merchandise, and other 14,429,000 3,109,000
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Total revenue 26,953,000 7,797,000
Costs and expenses:
Operating expenses 12,442,000 4,185,000
Selling, general and administrative 7,138,000 2,358,000
Cost of products sold 3,285,000 815,000
Depreciation and amortization 1,699,000 553,000
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Total cost and expenses 24,564,000 7,911,000
Income (loss) from operations 2,389,000 (114,000)
Other income (expense):
Interest expense, net (3,000,000) (805,000)
Other expense, net (22,000) (19,000)
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Total other income (expense) (3,022,000) (824,000)
Loss before income taxes (633,000) (938,000)
Provision for income tax benefit (142,000) (373,000)
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Net loss $ (491,000) $ (565,000)
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Net loss applicable to common stock $ (744,000) $ (565,000)
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Per share amounts:
Net loss per share $ (0.11) $ (0.17)
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Average shares outstanding 6,774,739 3,372,121
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ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
PREMIER PARKS INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(UNAUDITED)
1996 1995
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Cash flow from operating activities:
Net loss $ (5,726,000)$ (1,871,000)
Adjustments to reconcile net loss to net cash
used in operating activities
Depreciation and amortization 3,393,000 1,111,000
Amortization of debt issuance costs 378,000 50,000
(Increase) in accounts receivable (5,621,000) (331,000)
(Decrease) in deferred income taxes (3,820,000) (1,246,000)
(Increase) in inventories and prepaid expenses (2,764,000) (858,000)
Decrease in deposits and other 123,000 1,070,000
Increase in accounts payable, accrued expenses,
and other liabilities 6,659,000 3,977,000
Increase (decrease) in accrued interest payable (11,000) 45,000
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Total adjustments (1,663,000) 3,818,000
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Net cash provided by (used in) operating
activities (7,389,000) 1,947,000
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Cash flow from investing activities:
Additions to property and equipment (24,210,000) (4,798,000)
Net cash proceeds from issuance of common stock 65,385,000 -
Other investments (27,000) (39,000)
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Net cash provided by (used in) investing
activities 41,148,000 (4,837,000)
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Cash flow from financing activities:
Repayment of long-term debt (92,000) (169,000)
Proceeds from borrowings - 3,556,000
Payment of debt issuance costs (128,000) -
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Net cash provided by (used in ) financing
activities (220,000) 3,387,000
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Increase in cash and cash equivalents 33,539,000 497,000
Cash and cash equivalents at beginning of period 28,787,000 1,366,000
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Cash and cash equivalents at end of period $ 62,326,000 $ 1,863,000
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PART I - FINANCIAL INFORMATION (Continued)
Item 1 Financial Statements (Continued)
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PREMIER PARKS INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 1996
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,
1995 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, 1996 are not necessarily 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, while substantial operating and other expenses are incurred
before those operations commence.
4. The Company acquired Funtime Parks, Inc. (Funtime), a company owning
three regional theme parks, on August 15, 1995 for approximately $60
million in cash with an additional amount of approximately $5.4 million
paid to the former shareholders as a post closing adjustment related to
the operating cash flows of the former Funtime parks after the
acquisition (the "Funtime Acquisition"). The Funtime Acquisition was
accounted for as a purchase. The allocation of the purchase price was
determined based upon estimates of fair value as determined by
independent appraisal. In connection with the Funtime Acquisition,
the Company issued $90 million aggregate principal amount of 12% Senior
Notes due 2003 ("Notes") and $20 million of convertible preferred shares
and converted approximately $9 million of previously existing
indebtedness into Company common shares. Except in the case of a
change of control (as defined in the indenture relating to the Notes)
and certain other circumstances, no principal payment on the Notes is
due and payable prior to maturity (August 15, 2003). The accompanying
financial statements for the six and three month periods ended June 30,
1995 do not reflect the activities of the parks acquired in the Funtime
Acquisition.
The following is the summarized pro forma results of operations for the six
months ended June 30, 1995.
THE COMPANY
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
Six Months Ended June 30, 1995
--Historical-- ProForma Company
Premier Funtime Combined Adjustment ProForma
------- ------- -------- ---------- --------
(Dollars in Thousands)
Revenue:
Theme park admissions $ 5,676 $ 6,195 $11,871 $ - $11,871
Theme park food, merchandise, other 3,692 8,958 12,650 87 12,737
------- ------- -------- ---------- -------
Total revenue 9,368 15,153 24,521 87 24,608
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Operating Costs and Expenses:
Operating expenses 5,883 10,537 16,420 (345) 16,075
Selling, general and administrative 3,240 3,459 6,699 (750) 5,949
Costs of products sold 827 2,083 2,910 - 2,910
Depreciation and amortization 1,111 3,316 4,427 833 5,260
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Total costs and expenses 11,061 19,395 30,456 (262) 30,194
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Income(loss)
,from continuing operations (1,693) (4,242) (5,935) 349 (5,586)
Other income (expense):
Interest expense, net (1,383) (2,741) (4,124) (1,595) (5,719)
Other income (expense) (39) 4 (35) - (35)
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Total other income (expense) (1,422) (2,737) (4,159) (1,595) (5,754)
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Income (loss) before income taxes (3,115) (6,979) (10,094) (1,246) (11,340)
Income tax expense (benefit) (1,244) (2,722) (3,966) (423) (4,389)
------- ------- -------- ---------- -------
Net loss $(1,871) $(4,257) $(6,128) $ (823) $(6,951)
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The amounts listed in the Pro Forma Adjustment column reflect the effects of
contractual changes (concessionaire arrangements, employment agreements, and
insurance coverages) associated with the Funtime Acquisition, as well as the
additional deprecia tion and amortization and interest expense, net from the
Funtime Acquisition and relating funding thereof, as if the transaction had
occurred January 1, 1995.
5. On April 4, 1996, a majority of the Company's common and preferred
shareholders and the Company's board of directors approved a one-for-five
reverse stock split effective May 6, 1996. The par value of the common
stock was increased to $.05 per s hare from $.01 per share. Additionally,
the authorized common shares of the Company were reduced to 30,000,000.
The accompanying consolidated financial statements and notes to the
consolidated financial statements reflect the reverse stock split as if it
had occurred as of the earliest date presented.
PART I - FINANCIAL INFORMATION (Continued)
6. In June 1996, the Company issued 3,938,750 common shares in a public
offering for cash in the amount of approximately $70.9 million. In
connection with that issuance, all of the Company's outstanding preferred
shares, together with all accrued dividends thereon, were converted into a
total of 2,560,928 common shares.
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations
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GENERAL
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The Company's revenue is derived principally from the sale of tickets for
entrance to its parks and the sale of food, merchandise, games and attractions
inside its parks and other income. The Company's principal costs of operations
include salar ies and wages, fringe benefits, advertising, outside services,
maintenance, utilities and insurance. The Company's expenses are relatively
fixed. Costs for full-time employees, maintenance, utilities, advertising and
insurance do not vary significa ntly with attendance, thereby providing the
Company with a significant degree of operating leverage as attendance increases.
The Company believes that significant opportunities exist to acquire
additional theme parks. In addition, the Company intends to continue its
on-going expansion of its rides and attractions and overall improvement of its
existing parks to mainta in and enhance the appeal of its parks.
The Unaudited Consolidated Statement of Operations for the six month and
three month periods included in the Company's financial statements reflects the
results of the parks acquired in the Funtime Acquisition (the "New Parks"), for
1996, but not 1995. The Unaudited Pro Forma Combined Statement of Operations for
the six months ended June 30, 1995 included in Note 4 of the Notes to the
Financial Statements reflects the results of the New Parks for that period. The
following discussion of th e six months ended June 30, 1996 and 1995 includes
discussion of the results of the New Parks for both years. The discussion of the
three month periods outlines the results of the New Parks for 1996 only.
RESULTS OF OPERATIONS
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Six months ended June 30, 1996 and 1995
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Operating revenues:
Operating revenues were $29.4 million in the six months ended June 30, 1996
compared to $9.4 million in the first six months of 1995. Of the $20.0 million
increase, $18.5 million is attributable to the revenues generated by the New
Parks, whose results were not included in 1995 since they were not acquired by
the Company until August 15, 1995. Operating revenues at the Company's original
three parks increased by 17% ($1.5 million) for the first six months of 1996.
This increase is attribut able to a combined increased attendance and per capita
spending at those three parks for the first six months of 1996 as well as
increased sponsorship revenues. Operating
PART I - FINANCIAL INFORMATION (Continued)
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations
- ---------------------------------------------------------
RESULTS OF OPERATIONS - (Continued)
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revenues at the New Parks increased by 21.8% ($3.3 million) in the 1996 period
over actual operating revenues for the same period in 1995. This increase is
attributable to a combined increase in attendance and per capita spending at the
three New Par ks, a substantial increase in season pass sales at Darien Lake and
the earlier recognition of season pass revenues at the New Parks (consistent
with the Company's accounting principles), and income from the new contractual
arrangements at the Darien Lake Performance Arts Center and increased
sponsorship revenues.
Operating expenses:
Operating expenses increased during the first six months of 1996 to $17.4
million from $5.9 million in 1995. Of this $11.5 million increase, $10.8 million
relates directly to expenses incurred at the New Parks. The balance, $0.7
million, was e xperienced at the original parks due primarily to additional
staffing and increased pay rates, and increased maintenance. A portion of the
increased maintenance cost results from expenditures made earlier than in prior
years. These increases are offs et to some extent by a decrease in equipment
rental expenses due to the purchase of equipment that had been leased during
1995. Operating expenses at the New Parks increased from $10.5 million to $10.8
million in 1996.
Selling, general and administrative:
Selling, general and administrative expenses increased from $3.2 million in
the first six months of 1995 to $9.2 million during the first six months of
1996. Of this $6.0 million increase, $5.1 million relates to costs incurred by
the New Parks. The balance, $.9 million, incurred at the original parks, is
attributable to a $0.5 million increase in marketing expenses as a result of
additional advertising run earlier in the season than last year; and an increase
in professional services such as legal, consulting and audit expenses and
salaries related to additional staff added at the corporate level. Selling,
general and administrative expenses at the New Parks increased from $3.5 million
in 1995 to $5.0 million in 1996. Of this incre ase, $1.2 million is attributable
to increased marketing expenses, a portion of which is attributable to an
earlier recognition of expenses incurred and a portion of which represents
expense increases. The balance of the increases at the New Parks c onsists of
increases in insurance expense due to an earlier recognition of the expenses
from last year as well as an increase in outside services due to the increase of
live shows and entertainment at the facilities.
Costs of Products sold:
Costs of products sold increased from $0.8 million for the first six months
of 1995 to $3.3 million for the first six months of 1996. Of this increase, $2.3
million relates to costs incurred by the New Parks (an increase of $0.2 million
over the same period in 1995), and $0.2 million is
PART I - FINANCIAL INFORMATION (Continued)
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations
- ---------------------------------------------------------
RESULTS OF OPERATIONS - (Continued)
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attributable to the operations of the original three parks. Each of these
increases is directly related to the increased sales.
Depreciation and Interest expense:
Depreciation expense increased $2.3 million primarily as a result of the
recognition of depreciation and amortization expense from the New Parks and to a
lesser extent as a result of the ongoing capital program at the Company's theme
parks. Inter est expense increased $4.2 million as a result of interest on the
Notes.
Three months ended June 30, 1996 and 1995
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Operating revenues:
Operating revenues were $27.0 million in the three month period ended June
30, 1996 compared to $7.8 million in the three month period ended June 30, 1995.
Of this $19.2 million increase, $17.1 million is attributable to revenues
generated by t he New Parks whose results are not included for 1995, and $2.1
million is attributable to an increase at the Company's original three parks,
due principally to an increase in attendance and per capital spending over the
same period last year.
Operating expenses:
Operating expenses increased during the three months ended June 30, 1996
from $4.2 million in 1995 to $12.4 million. Of this $8.2 million increase, $7.7
million relates directly to expenses incurred by the New Parks and $0.5 million
is related to the Company's original three parks. Of this increase, $0.3 million
is in salaries and related expenses resulting from additional staffing and
increased wage rates, and $0.2 million is in repairs and maintenance, a portion
of which is a result of expenditures made earlier than in the prior year.
Selling, general and administrative:
Selling, general and administrative expenses increased from $2.4 million in
the three months ended June 30, 1995 to $7.1 million during the three months
ended June 30, 1996. Of this $4.7 million increase, $4.1 million relates to
costs incurred b y the New Parks, and $0.6 million is attributable to expense
increases at the Company's original three parks. Of this amount, $0.4 million is
marketing costs expended earlier in 1996 than in 1995, and $0.2 million is an
increase in professional serv ices such as legal and consulting and an increase
in salaries related to additional staff added at the corporate level.
PART I - FINANCIAL INFORMATION (Continued)
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations
- ---------------------------------------------------------
RESULTS OF OPERATIONS - (Continued)
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Costs of Products sold:
Costs of products sold increased from $0.8 million for the three months ended
June 30, 1995 to $3.3 million for the three months ended June 30, 1996. Of this
$2.5 million increase, $2.3 million relates to costs incurred at the New Parks,
and $0.2 m illion is attributable to the operations of the original three parks.
This increase is directly related to the increase in revenues at the three
parks.
Depreciation and interest expense:
Depreciation expense increased $1.1 million primarily as a result of the
recognition of depreciation and amortization expense from the New Parks and to a
lesser extent as a result of the ongoing capital program at the Company's theme
parks. Inter est expense increased $2.2 million as a result of interest on the
Notes.
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, 1996, the Company's indebtedness (including capitalized leases)
aggregated $94.2 million, of which approximately $1.1 million matures prior to
June 30, 1997. Substantially all of the Company's indebtedness is represented by
the Notes which require annual interest payments of $10.8 million. Except in the
case of a change of control of the Company and certain other circumstances, no
principal payments are due on the Notes until August 15, 2003, the maturity
date.
Borrowings under the Senior Credit Facility, which was entered into at the
time of the Funtime Acquisition, are secured by substantially all of the
Company's assets (other than real estate), including the capital stock of its
subsidiaries. The S enior Credit Facility has an aggregate availability of $20.0
million. At June 30, 1996, there was no amount borrowed under the Facility which
had not been repaid. Interest rates per annum thereunder are equal to Chemical
Bank's Alternative Base Rat e plus 0.25% or the London Interbank Offering Rate
plus 3.00%. The Senior Credit Facility matures August 15, 1998. Under the Senior
Credit Facility, the Company is required to repay in full the principal balance
for at least 45 consecutive days dur ing the period from July 1 to November 1 of
each year.
PART I - FINANCIAL INFORMATION (Continued)
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations
- ---------------------------------------------------------
Liquidity, Capital Commitments and Resources - (Continued)
- ----------------------------------------------------------
In June 1996, the Company concluded a public offering in which it sold
3,938,750 shares of its $.05 par value common stock at $18.00 per share. The net
proceeds of this offering will be used in the Company's continuing effort to
acquire addition al facilities as well as funding capital improvements at and
expansions of the existing parks.
During the six months ended June 30, 1996, the Company used net cash of $7.4
million in operating activities. Included in the net cash flows used in
operating activities for the period was the $5.4 million semi-annual interest
payment on the Com pany's Notes made on February 15, 1996. During the six months
ended June 30, 1996, cash used in investing activities increased $19.4 million
from the same period in 1995, substantially all of which constituted capital
expenditures.
The Company expects that internally generated funds from operations and
borrowings under its $20.0 million Senior Credit Facility will be adequate to
cover its currently anticipated working capital and debt service requirements
as well as to fund planned capital expenditures for the 1997 season. To the
extent not used for acquisition purposes, the net proceeds of the Company's
equity offering will be used to fund expansion of and improvements at its
existing 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
Items 1-3 & 5
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Not applicable
Items 4 Submission of Matters to a Vote of Securityholders
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On May 23, 1996, the Company held its Annual Meeting of Stockholders. The
number of shares of Common Stock represented at the Meeting, either in person or
by proxy, was 4,695,509 shares. The number of shares of Preferred Stock
represented at th e Meeting, either in person or by proxy, was 169,500 shares.
With respect to all proposals at the Meeting, the holders of Preferred Stock
were entitled to 12.12 votes per share and the holders of the Common Stock and
Preferred Stock voted together a s a single class. Accordingly, 6,749,849 (or
92.7%) votes of the Company's Capital Stock were represented at the Meeting.
Three proposals were voted upon at the Meeting. The proposals and the voting
results were as follows:
1. Proposal 1. - Election of Directors
The following persons were re-elected as directors as follows:
Name For Against Withheld
- ---- --- ------- --------
Kieran E. Burke 6,738,559 290 90
Michael E. Gellert 6,738,629 220 20
Paul A. Biddelman 6,738,629 220 20
James F. Dannhauser 6,738,619 230 30
Gary Story 6,738,539 310 110
Jack Tyrrell 6,738,649 200 --
2. Proposal 2. - Approval of 1995 Stock Options and Incentive
Plan and performance-based compensation thereunder:
For Against Abstain
--- ------- -------
6,747,829 1,180 840
3. Proposal 3. - Ratification of KPMG Peat Marwick LLP as the
Company's independent public accountants for the year ended
December 31, 1996.
For Against Abstain
--- ------- -------
6,749,139 183 580
Item 6 Exhibits and Reports on Form 8-K.
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(a) Exhibits
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27. Financial Data Schedule
(b) Reports on Form 8-K
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None
SIGNATURES
Pursuant to the requirements 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.
Premier Parks Inc.
------------------
(Registrant)
/s/Kieran E. Burke
------------------
Kieran E. Burke
Chairman/
Chief Executive Officer
August 7, 1996 /s/Richard R. Webb
- ------------ ------------------
Date Richard R. Webb
Vice President/Accounting