SEC Info  
   Home     Search     My Interests     Help     Sign In     Please Sign In  

Cedar Fair LP · 10-K · For 12/31/03

Filed On 3/15/04, 4:49pm ET   ·   Accession Number 811532-4-13   ·   SEC File 1-09444

  in   Show  and 
Help... Wildcards:  ? (any letter),  * (many).  Logic:  for Docs:  & (and),  | (or);  for Text:  | (anywhere),  "(&)" (near).
 
  As Of                Filer                Filing    For/On/As Docs:Size

 3/15/04  Cedar Fair LP                     10-K       12/31/03    8:860K

Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML    260K 
 2: EX-3        Exhibit 3.6                                         HTML    194K 
 3: EX-10       Exhibit 10.33                                       HTML    243K 
 4: EX-10       Exhibit 10.34                                       HTML    194K 
 5: EX-10       Exhibit 10.35                                       HTML     22K 
 6: EX-31       Exhibit 31.1                                        HTML     11K 
 7: EX-31       Exhibit 31.2                                        HTML     11K 
 8: EX-32       Exhibit 32.1                                        HTML      7K 


10-K   —   Annual Report


This is an HTML Document rendered as filed.  [ Alternative Formats ]



  FORM 10 - K  

FORM 10 - K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2003

or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________.

Commission file number 1-9444

CEDAR FAIR, L.P.

(Exact name of Registrant as specified in its charter)

DELAWARE

34-1560655

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

One Cedar Point Drive, Sandusky, Ohio 44870-5259

(Address of principal executive offices) (zip code)

Registrant's telephone number, including area code (419) 626-0830

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Name of each exchange on which registered

Depositary Units

New York Stock Exchange

(Representing Limited Partner Interests)

 

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No .

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes X No__

The aggregate market value of Depositary Units held by non-affiliates of the Registrant based on the closing price of such units on June 27, 2003 of $28.00 per unit was approximately $1,381,925,000.

Number of Depositary Units representing limited partner interests outstanding as of February 29, 2004: 50,673,914.

DOCUMENTS INCORPORATED BY REFERENCE

Part III of this Form 10-K incorporates by reference certain information from the registrant's definitive Proxy Statement for its Special Meeting of Unitholders to be filed pursuant to Regulation 14A of the Securities Exchange Act prior to April 29, 2004.

*********************************

The Exhibit Index is located on page 36

Page 1 of 225 pages

CEDAR FAIR, L.P.

INDEX

 

 

 

 

PART I

 

PAGE

     

Item 1.

Business

3

Item 2.

Properties

9

Item 3.

Legal Proceedings

9

Item 4.

Submission of Matters to a Vote of Security Holders

9

     

PART II

   
     

Item 5.

Market for Registrant's Depositary Units and Related Unitholder Matters

10

Item 6.

Selected Financial Data

10

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

12

Item 7a.

Quantitative and Qualitative Disclosures About Market Risk

16

Item 8.

Financial Statements and Supplementary Data

16

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

30

Item 9a.

Controls and Procedures

30

     

PART III

   
     

Item 10.

Directors and Executive Officers of Registrant

31

Item 11.

Executive Compensation

31

Item 12.

Security Ownership of Certain Beneficial Owners and Management

31

Item 13.

Certain Relationships and Related Transactions

32

Item 14.

Principal Accountant Fees and Services

32

     

PART IV

   
     

Item 15.

Exhibits, Financial Statement Schedules, and Reports on Form 8-K

33

     

Signatures

 

35

     

Exhibit Index

 

36

     

Certifications

 

223

 

 

 

 

 

PART I

ITEM 1. BUSINESS.

Cedar Fair, L.P. and its affiliated companies (the "Partnership") is a publicly traded Delaware limited partnership managed by Cedar Fair Management Company, an Ohio corporation owned by members of the Partnership's executive management (the "General Partner").

The Partnership owns and operates six amusement parks: Cedar Point, located on Lake Erie between Cleveland and Toledo in Sandusky, Ohio; Knott's Berry Farm, located near Los Angeles in Buena Park, California; Dorney Park & Wildwater Kingdom ("Dorney Park"), located near Allentown in South Whitehall Township, Pennsylvania; Valleyfair, located near Minneapolis/St. Paul in Shakopee, Minnesota; Worlds of Fun in Kansas City, Missouri; and Michigan's Adventure near Muskegon, Michigan. The parks are family-oriented, with recreational facilities for people of all ages, and provide clean and attractive environments with exciting rides and entertainment. The Partnership also owns and operates separate-gated water parks near San Diego and in Palm Springs, California, and adjacent to Cedar Point, Knott's Berry Farm and Worlds of Fun. All principal rides and attractions at the parks are owned and operated by the Partnership and its affiliated companies. The Partnership also operates Camp Snoopy, a 7-acre indoor amusement park at the Mall of America in Bloomington, Minnesota, under a management contract that expires in 2012.

The Partnership's five seasonal amusement parks are generally open during weekends beginning in April or May, and then daily from 9:00 a.m. to 7:00-12:00 p.m. from Memorial Day until Labor Day, after which they are open during weekends in September and, in some cases, October. The five water parks also operate seasonally, generally from Memorial Day to Labor Day, plus some additional weekends before and after this period. As a result, virtually all of the operating revenues of these parks are derived during an approximate 130-day operating season. Knott's Berry Farm is open daily from 9:00-10:00 a.m. to 6:00-12:00 p.m. on a year-round basis. Each park charges a basic daily admission price, which allows unlimited use of most rides and attractions, with the exception of RipCord, go-kart tracks, miniature golf courses and rock climbing attractions at several of the parks.

The demographic groups that are most important to the parks are young people ages 12 through 24 and families. Families are believed to be attracted by a combination of rides and live entertainment and the clean, wholesome atmosphere. Young people are believed to be attracted by the action-packed rides. During their operating seasons, the parks conduct active television, radio, and newspaper advertising campaigns in their major market areas.

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 hourly ride capacity, and has been named the Best Amusement Park in the World for six consecutive years by Amusement Today's international survey. 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 26 million people, and the major areas of dominant influence in this market area, which are Cleveland, Detroit, Toledo, Akron, Columbus, Grand Rapids, Flint, and Lansing, include approximately 15 million people.

The main amusement areas of Cedar Point consist of over two miles of midways, with more than 65 rides and attractions, including "Top Thrill Dragster," the world's tallest and fastest roller coaster, standing 420 feet tall and reaching speeds up to 120 mph; "Millennium Force," the world's No. 2-rated roller coaster; "Magnum XL-200," "Raptor," "Wicked Twister," "Mantis" and "Mean Streak," which are among the world's tallest steel, inverted, "double-impulse," stand-up and wooden roller coasters, respectively; nine additional roller coasters; "Power Tower," a 300-foot-tall thrill ride; four theaters featuring live entertainment shows performed by talented college students; "Snake River Falls," one of the world's tallest water flume rides; "Camp Snoopy," a family play-land themed around the popular "PEANUTS" comic strip characters; and "Snoopy Rocks! On Ice," a family-oriented ice show featuring Snoopy and the other "PEANUTS" characters. In addition, the park offers more than 50 restaurants, fast food outlets and refreshment stands, more than 40 gift and novelty shops, and more than 60 game stands.

Located adjacent to the park is "Soak City" water park, a separate-gated attraction that features more than 20 water rides and attractions, including "Splash Zone," a multi-story interactive play area, which will be new in 2004; "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, as well as food and merchandise shops. "Challenge Park," which includes extra-charge attractions "RipCord," a free-fall ride from a height of more than 15 stories, a 36-hole themed miniature golf course and two go-kart tracks, is also located adjacent to the park.

Cedar Point also owns and operates four hotel facilities. The park's largest hotel, the historic Hotel Breakers, has more than 600 guest rooms, including 230 in the 10-story Breakers Tower. Hotel Breakers has various dining and lounge facilities, a private beach, lake swimming, a conference/meeting center and two outdoor pools. Breakers Tower has 18 tower suites with spectacular views, an indoor pool, and a TGI Friday's restaurant. Located near the Causeway entrance to the park is Breakers Express, a 350-room, limited-service seasonal hotel. In addition to the Hotel Breakers and Breakers Express, Cedar Point offers the lakefront Sandcastle Suites Hotel, which features 187 suites, a private beach, lake swimming, a courtyard pool, tennis courts and the Breakwater Cafe, a contemporary waterfront restaurant. The park's only year-round hotel is the Radisson Harbour Inn, a 237-room full-service hotel with a pool and meeting/banquet facilities, located at the Causeway entrance to the park, with an adjoining TGI Friday's restaurant. In 2004, the Radisson will remain open while it is being converted into an indoor water park resort, to be called Castaway Bay. The new resort will feature a tropical Caribbean theme and will be centered around a 38,000-square-foot indoor water park that will include a 100,000-gallon wave pool, a water roller coaster, a multi-story interactive play area, and numerous other water activities. In addition, the resort will offer a state-of-the-art arcade, and various dining and merchandising facilities. Castaway Bay is scheduled to open in late 2004.

Cedar Point also owns and operates the Cedar Point Marina, Castaway Bay Marina and Camper Village. Cedar Point Marina is one of the largest full-service marinas on the Great Lakes and provides dockage facilities for more than 650 boats, including floating docks and full guest amenities. Castaway Bay Marina, which was purchased in 2003, is a full-service marina featuring 262 slips and full guest amenities. Camper Village includes campsites for more than 100 recreational vehicles and Lighthouse Point, an upscale camping area designed in a nautical New England style, which will offer a total of 64 lakefront cottages, 40 cabins and 97 full-service recreation vehicle campsites after its 2004 expansion.

The Partnership, through a wholly owned subsidiary, owns and operates the Cedar Point Causeway across Sandusky Bay. This Causeway is a major access route to Cedar Point. The Partnership also owns dormitory facilities located near the park that house up to 3,100 of the park's approximately 4,000 seasonal employees.

KNOTT'S BERRY FARM

Knott's Berry Farm, located near Los Angeles in Buena Park, California, first opened in 1920 and was acquired by the Partnership late in 1997. The park is one of several year-round theme parks in Southern California and serves a total market area of approximately 20 million people centered in Orange County, and a large national and international tourism population.

Knott's Berry Farm is comprised of six distinctively themed areas, including "Ghost Town," "Wild Water Wilderness," "The Boardwalk," "Indian Trails," "Fiesta Village" and "Camp Snoopy." The park offers more than 40 rides and attractions, including "Xcelerator," a world-class roller coaster; "Supreme Scream," a 300-foot-tall thrill ride; "Ghost Rider," one of the tallest, longest and fastest wooden roller coasters in the West; four additional roller coasters; "Bigfoot Rapids," a white water raft ride; "Timber Mountain Log Ride," one of the first log flume rides in the United States; a nostalgic train ride; an antique Dentzel carousel; an old-fashioned ferris wheel; a 2,100-seat theatre; a children's activity area themed with the popular "PEANUTS" comic strip characters; live entertainment shows in 22 indoor and outdoor theatre venues; and "Independence Hall," an authentic replica of the Philadelphia original, complete with a 2,075 pound Liberty Bell. In addition, there are more than 30 restaurants, fast food outlets and refreshment stands, and a number of gift shops, novelty shops and game areas in the park, as well as Knott's California Marketplace, a dining and shopping area that is located just outside the park's gates and is accessible free of charge.

The park is also renowned for its seasonal events, including a special Christmas promotion, "Knott's Merry Farm," and a Halloween event called "Knott's Scary Farm," which has been held for more than 30 years and is widely acknowledged as one of the best in the industry.

Adjacent to the park is "Knott's Soak City-Orange County," a separate-gated seasonal water park that features 21 separate water rides and attractions, including 16 high-speed water slides, a wave pool, a lazy river, a children's activity area, food and merchandise shops, and a second-story sundeck available for public dining and catered events. Just south of San Diego in Chula Vista, California is another Cedar Fair water park, "Knott's Soak City-San Diego," which offers its guests more than 20 water rides and attractions, including 16 water slides, a wave pool and a children's activity area, as well as numerous food and merchandise shops. "Knott's Soak City-Palm Springs" is a 16-acre seasonal water park, located in Palm Springs, California, that offers more than 20 separate water rides and attractions, including 13 water slides, a giant wave pool, a lazy river inner tube ride and a children's activity area, as well as various food and merchandise shops.

Knott's Berry Farm also owns and operates the Radisson Resort Hotel, a 320-room, full-service hotel located adjacent to the park, which features a pool, tennis courts and meeting/banquet facilities.

DORNEY PARK & WILDWATER KINGDOM

Dorney Park, located near Allentown in South Whitehall Township, Pennsylvania, was first developed as a summer resort area in 1884, and was acquired by the Partnership in 1992. 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 "Talon," one of the tallest and fastest inverted roller coasters in the world; "Dominator," a 200-foot-tall thrill ride; "Steel Force," one of the tallest and fastest roller coasters in the world; five additional roller coasters; "White Water Landing," one of the world's tallest water flume rides; "Thunder Canyon," a white-water rafting ride; "Camp Snoopy," a family play-land themed around the popular "PEANUTS" comic strip characters; live musical shows featuring talented college students; an antique Dentzel carousel carved in 1921; and an extra-charge attraction called "SkyScraper," which stands 85 feet tall and spins passengers seated at opposite ends of a long vertical arm at speeds of more than 50 mph. Included in the price of admission is "Wildwater Kingdom," one of the largest water parks in the United States, which features more than 20 water slides, including "Patriot's Plunge," "Jumpin' Jack Splash," and "Aquablast," one of the longest elevated water slides in the world; a giant wave pool; and two children's activity areas. 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 located throughout the park.

VALLEYFAIR

Valleyfair, which opened in 1976 and was acquired by the Partnership's predecessor in 1978, is located near Minneapolis-St. Paul in Shakopee, Minnesota, and is the largest amusement park in Minnesota. Valleyfair's market area is centered in Minneapolis-St. Paul, which has a population of approximately two million, but the park also draws visitors from other areas in Minnesota and surrounding states with a combined population base of eight million people.

Valleyfair offers more than 35 rides and attractions, including "Steel Venom," a 185-foot-tall "double-impulse" coaster; "Power Tower," a 275-foot-tall thrill ride; "Wild Thing," one of the tallest and fastest roller coasters in the world; five 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; "KidWorks," which is an indoor/outdoor children's activity area new for 2004; a 430-seat indoor theatre for live show presentations; and "Challenge Park," an extra-charge attraction area that 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. 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 located throughout the park. Admission to "Whitewater Country" water park is included in admission to the amusement park.

WORLDS OF FUN

Worlds of Fun, which opened in 1973, and Oceans of Fun, the adjacent water park that opened in 1982, were acquired by the Partnership in 1995. Located in Kansas City, Missouri, Worlds of Fun serves a total market area of approximately seven million people centered in Kansas City, but also including most of Missouri, as well as portions of Kansas and Nebraska.

Worlds of Fun is a traditional amusement park themed around Jules Verne's adventure book Around the World in Eighty Days. The park offers more than 40 rides and attractions, including "Boomerang," a 12-story-tall steel roller coaster; "MAMBA," one of the tallest and fastest roller coasters in the world; "Timber Wolf," a world-class wooden roller coaster; "Detonator," a 185-foot-tall thrill ride, which launches riders straight up its twin-tower structure; "Camp Snoopy," a family play-land featuring the popular "PEANUTS" comic strip characters; "RipCord," an extra-charge attraction that 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; and live musical shows. In addition, the park offers more than 25 restaurants, fast food outlets and refreshment stands, and a number of gift shops, novelty shops and game areas.

Oceans of Fun, which requires a separate admission fee, is located adjacent to Worlds of Fun and features a wide variety of water attractions including "Paradise Falls," a large interactive play area geared toward the whole family; "Hurricane Falls," a large water slide raft ride; "The Typhoon," one of the world's longest dual water slides; a giant wave pool; and several children's activity areas, including "Crocodile Isle," as well as food and merchandise shops.

MICHIGAN'S ADVENTURE

Michigan's Adventure, which was acquired by the Partnership in 2001, is the largest amusement park in Michigan. Located near Muskegon, Michigan, the park serves a total market area of approximately five million people, principally from central and western Michigan and eastern Indiana.

Michigan's Adventure offers guests more than 50 rides and attractions, including "Shivering Timbers," one of the world's highest-rated wooden roller coasters; the "Wolverine Wildcat" wooden coaster; four additional roller coasters; an eight-story-tall Ferris wheel; "Adventure Falls" water ride; "RipCord," an extra-charge attraction that lifts riders to a height of more than 15 stories before dropping them back to earth in a free fall; and "Wild Water Adventure," a water park featuring more than 20 water rides and attractions, including two wave action pools, a surf pool, a 612-foot-long water slide adventure, the "Mineshaft" inner tube ride and a lazy river. Admission to "Wild Water Adventure" water park is included in admission to the amusement park.

WORKING CAPITAL AND CAPITAL EXPENDITURES

During the operating season, the Partnership carries significant receivables and inventories of food and merchandise, as well as payables and payroll-related accruals. Amounts are substantially reduced in non-operating periods. Seasonal working capital needs are met with a revolving credit facility, which is established at a level sufficient to accommodate the Partnership's peak borrowing requirements in April and May as the seasonal parks complete preparations for opening. Revolving credit borrowings are reduced daily with the Partnership's strong positive cash flow during the seasonal operating period.

The Partnership believes that annual park attendance is influenced to some extent by the investment in new attractions from year to year. Capital expenditures are planned on a seasonal basis with the majority of such capital expenditures made in the period from October through May, prior to the beginning of the peak operating season. Capital expenditures made in a calendar year may differ materially from amounts identified with a particular operating season because of timing considerations such as weather conditions, site preparation requirements and availability of ride components, which may result in accelerated or delayed expenditures around calendar yearend.

 

COMPETITION

In general, the Partnership competes with all phases of the recreation industry within its primary market areas of Cleveland, Detroit, Los Angeles, San Diego, Philadelphia, New Jersey, Minneapolis-St. Paul, and Kansas City, including several other amusement/theme parks in the Partnership's market areas. The Partnership's business is subject to factors generally affecting the recreation and leisure market, such as economic conditions, changes in discretionary spending patterns and weather conditions.

In Cedar Point's major markets, its primary amusement park competitors are Six Flags Worlds of Adventure near Cleveland and Paramount Kings Island in southern Ohio.

In Southern California, Knott's Berry Farm's primary amusement/theme park competitors are Disneyland and Disney's California Adventure, which are approximately 10 minutes away, Universal Studios, approximately 40 minutes away, and Six Flags Magic Mountain, approximately 75 minutes away. The San Diego Zoo and Sea World-San Diego are located approximately 90 minutes from Knott's. LEGOLAND, a children's park, is located approximately 70 minutes away in Carlsbad, California.

Dorney Park has a number of competitors, with Hershey Park in central Pennsylvania and Six Flags Great Adventure in New Jersey being the major competitors in its market area.

In Worlds of Fun's major markets, its primary amusement park competitors are Six Flags Over Mid-America in eastern Missouri and Silver Dollar City in southern Missouri.

Adventureland, a theme park in Des Moines, Iowa, is located approximately 250 miles from Valleyfair and Worlds of Fun.

Michigan's Adventure competes in northern Indiana with Six Flags Great America, which is located approximately 250 miles away in Gurnee, Illinois, and with Cedar Point.

The principal competitive factors in the amusement park industry include the uniqueness and perceived quality of the rides and attractions in a particular park, its proximity to metropolitan areas, the atmosphere and cleanliness of the park, and the quality and variety of the food and entertainment available. The Partnership believes that its amusement parks feature a sufficient quality and variety of rides and attractions, restaurants, gift shops and family atmosphere to make them highly competitive with other parks.

GOVERNMENT REGULATION

All rides are run and inspected daily by both the Partnership's maintenance and ride operations personnel before being put into operation. The parks are also periodically inspected by the Partnership's insurance carrier and, at Cedar Point, Knott's Berry Farm, Dorney Park, Worlds of Fun and Michigan's Adventure, by state ride-safety inspectors.

EMPLOYEES

The Partnership has approximately 1,400 full-time employees. During the operating season, Cedar Point, Dorney Park, Valleyfair, Worlds of Fun and Michigan's Adventure have approximately 4,000, 1,800, 1,500, 2,000 and 1,000 seasonal employees, respectively, most of whom are high school and college students. Knott's Berry Farm hires approximately 2,800 seasonal employees for peak periods and 1,000 part-time employees who work year-round. Approximately 3,100 of Cedar Point's seasonal employees and 400 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.

 

SUPPLEMENTAL ITEM. EXECUTIVE OFFICERS

 

Name

 

Age

 

Position with General Partner

         

Richard L. Kinzel

 

63

 

Dick Kinzel has served as Chairman since 2003 and 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.

Bruce A. Jackson

 

52

 

Bruce Jackson has served as Corporate Vice President-Finance and Chief Financial Officer since 1992. Mr. Jackson is a certified public accountant.

Richard J. Collingwood

 

64

 

Dick Collingwood has served as Corporate Vice President-Administration since the end of 2000. Prior to that, he served as Corporate Vice President-General Services since 1992.

Charles M. Paul

 

50

 

Charlie Paul has served as Vice President & Corporate Controller since 2000. Prior to that, he served as Corporate Controller from 1996 to 2000. Mr. Paul is a certified public accountant.

Robert A. Decker

 

43

 

Rob Decker has served as Corporate Vice President-Planning & Design since the end of 2002. Prior to that, he served as Corporate Director-Planning and Design since 1999. Before joining Cedar Fair he served as Director of Planning and Design at Jack Rouse Associates, a design consultancy firm, from 1989 to 1998.

Daniel R. Keller

 

54

 

Dan Keller has served as Vice President & General Manager of Cedar Point Resort since the end of 2000. Prior to that, he served as Vice President & General Manager of Worlds of Fun / Oceans of Fun since 1995.

Jacob T. (Jack) Falfas

 

52

 

Jack Falfas has served as Vice President & General Manager of West Coast Operations since the end of 2000. Prior to that, he served as Vice President & General Manager of Knott's Berry Farm from December 1997 through 2000.

John R. Albino

 

57

 

John Albino has served as Vice President & General Manager of Dorney Park & Wildwater Kingdom since 1995.

Larry L. MacKenzie

 

48

 

Larry MacKenzie was promoted to Vice President & General Manager of Valleyfair at the end of 2001. He served as interim General Manager of Michigan's Adventure for several months subsequent to its acquisition in late May 2001. Prior to that, he served as Vice President-Revenue Operations of Dorney Park from 1997 to 2001.

H. Philip Bender

 

47

 

Phil Bender has served as Vice President & General Manager of Worlds of Fun / Oceans of Fun since the end of 2000. Prior to that, he served as Vice President-Retail Operations of Worlds of Fun since the beginning of 2000, and Director-Retail Operations of Worlds of Fun from 1995 to 2000.

Camille Jourden-Mark

 

37

 

Camille Jourden-Mark was promoted to Vice President & General Manager of Michigan's Adventure at the end of 2001. Prior to that, she served under previous ownership as General Manager of the park for more than five years.

 

AVAILABLE INFORMATION

Copies of the Partnership's annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K as filed or furnished with the Securities and Exchange Commission are available without charge upon written request to the Partnership's Investor Relations Office or through our web site (www.cedarfair.com).

 

 

ITEM 2. PROPERTIES.

Cedar Point and Soak City are located on approximately 365 acres owned by the Partnership on the Cedar Point peninsula in Sandusky, Ohio. The Partnership also owns approximately 100 acres of property on the mainland adjoining the approach to the Cedar Point Causeway. The Breakers Express hotel, the Radisson Harbour Inn and adjoining TGI Friday's restaurant, Castaway Bay Marina and two seasonal-employee housing complexes are located on this property.

The Partnership controls, through ownership or an easement, a six-mile public highway and owns approximately 38 acres of vacant land adjacent to this highway, which is a secondary access route to Cedar Point and serves about 250 private residences. The roadway is maintained by the Partnership pursuant to deed provisions. The Cedar Point Causeway, a four-lane roadway across Sandusky Bay, is the principal access road to Cedar Point and is owned by a subsidiary of the Partnership.

Knott's Berry Farm is situated on approximately 160 acres, virtually all of which have been developed. Knott's Soak City-San Diego is located on 65 acres, of which 33 acres have been developed and 32 acres remain available for future expansion. Knott's Soak City-Palm Springs is located on 21 acres, of which 16 acres have been developed and 5 acres remain available for future expansion.

Dorney Park is situated on approximately 200 acres, of which 170 acres have been developed and 30 acres remain available for future expansion.

At Valleyfair, approximately 115 acres have been developed, and approximately 75 additional acres remain available for future expansion.

Worlds of Fun is located on approximately 350 acres, of which 235 acres have been developed and 115 acres remain available for future expansion.

Michigan's Adventure is situated on approximately 250 acres, of which 100 acres have been developed and 150 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.

The Partnership is involved in various claims and routine litigation incidental to its business. The Partnership believes that these claims and proceedings are unlikely to have a material adverse effect on the Partnership's financial statements.

 

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

 

 

 

PART II

ITEM 5. MARKET FOR REGISTRANT'S DEPOSITARY UNITS AND RELATED

UNITHOLDER MATTERS.

Cedar Fair, L.P. Depositary Units representing limited partner interests are listed for trading on The New York Stock Exchange under the symbol "FUN" (CUSIP 150185 10 6). As of February 29, 2004, there were approximately 10,000 registered holders of Cedar Fair, L.P. Depositary Units, representing limited partner interests, including 4,000 participants in the Partnership's distribution reinvestment plan. The cash distributions declared and the high and low prices of the Partnership's units are shown in the table below:

2003

Distribution

High

Low

4th Quarter

$0.44

$31.55

$27.40

3rd Quarter

0.44

28.24

24.28

2nd Quarter

0.44

28.59

24.42

1st Quarter

0.44

25.65

22.65

2002

Distribution

High

Low

4th Quarter

$0.42

$23.75

$20.01

3rd Quarter

0.42

24.25

19.59

2nd Quarter

0.41

24.50

22.60

1st Quarter

0.41

24.80

22.10

 

ITEM 6. SELECTED FINANCIAL DATA.

   
 

2003

2002

2001(1)

2000(2)

1999

(In thousands, except per unit and per capita amounts)

 
           

Operating Data

         

Net revenues

$509,976

$502,851

$477,256

$472,920

$438,001

Operating income

125,149

121,192

98,557

115,516

116,755

Income before taxes

103,806

88,576

74,414

94,159

101,384

Net income

85,888

71,417

57,894

77,806

85,804

Per limited partner unit (3)

1.67

1.39

1.13

1.50

1.63

           

Financial Position

         

Total assets

$819,341

$822,257

$810,231

$764,143

$708,961

Working capital (deficit)

(81,917)

(77,101)

(69,832)

(88,646)

(62,375)

Long-term debt

368,647

375,150

383,000

300,000

261,200

Partners' equity

308,891

305,320

308,250

330,589

349,986

           

Distributions Declared

         

Per limited partner unit

$1.76

$1.66

$1.60

$1.53

$1.425

           

Other Data

         

Depreciation and amortization

$44,693

$41,682

$42,486

$39,572

$35,082

Adjusted EBITDA (4)

175,707

170,103

152,704

162,915

151,837

Capital expenditures

39,789

55,279

47,801

93,487

80,400

Combined attendance (5)

12,245

12,380

11,890

11,703

11,224

Combined guest per capita

spending (6)

$35.48

$34.50

$34.41

$34.75

$33.72

NOTE 1 - Operating results for Michigan's Adventure and Knott's Soak City-Palm Springs are included for the periods subsequent to their respective acquisition dates in 2001.

NOTE 2 - The 2000 operating results include a $7.8 million, or $0.15 per unit, non-recurring cost to terminate general partner fees.

NOTE 3 - Net income per limited partner unit is computed based on the weighted average number of units and equivalents outstanding - assuming dilution.

NOTE 4 - Adjusted EBITDA represents earnings before interest, taxes, depreciation, amortization, non-cash unit option expense, and all non-recurring costs.

NOTE 5 - Combined attendance includes attendance figures from the six amusement parks and the five separately gated water parks.

NOTE 6 - Combined guest per capita spending includes all amusement park, water park, causeway tolls and parking revenues for the amusement park and water park operating seasons. Revenues from 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.

The table below presents certain financial data expressed as a percent of total net revenues and selective statistical information for the periods indicated.

For the years ended December 31,

2003

2002

2001

 

(In millions)

     

Net revenues:

       

Admissions

$ 259.4

50.9%

50.1%

50.2%

Food, merchandise and games

200.7

39.3%

40.0%

40.4%

Accommodations and other

49.9

9.8%

9.9%

9.4%

Net revenues

510.0

100.0%

100.0%

100.0%

         

Cash operating costs and expenses

334.3

65.6%

66.2%

68.0%

Adjusted EBITDA

175.7

34.4%

33.8%

32.0%

         

Depreciation and amortization

44.7

8.8%

8.3%

8.9%

Other non-cash and non-recurring costs

3.1

0.6%

2.9%

2.4%

Interest expense

24.1

4.7%

5.0%

5.1%

Provision for taxes

17.9

3.5%

3.4%

3.5%

Net income

$ 85.9

16.8%

14.2%

12.1%

         

Selective Statistical Information:

       

Amusement park attendance (in thousands)

 

10,700

10,887

10,588

Amusement park per capita spending

 

$ 37.49

$ 36.39

$ 36.28

Water park attendance (in thousands)

 

1,545

1,493

1,302

Water park per capita spending

 

$ 21.61

$ 20.72

$ 19.13

 

Business Overview

The Partnership generates its revenues primarily from sales of (1) admission to its parks, (2) food, merchandise and games inside its parks, and (3) hotel rooms, food and other attractions outside its parks. The Partnership's principal costs and expenses, which include salaries and wages, advertising, maintenance, operating supplies, utilities and insurance, are relatively fixed and do not vary significantly with attendance. The fixed nature of these costs makes attendance a key factor in the profitability of each park. Results of operations include Knott's Soak City-Palm Springs and Michigan's Adventure since their acquisitions in late May of 2001.

 

Critical Accounting Policies

Management's Discussion and Analysis of Financial Condition and Results of Operations is based upon our consolidated financial statements, which were prepared in accordance with accounting principles generally accepted in the United States of America. These principles require us to make estimates and assumptions during the normal course of business that affect the reported amounts in the consolidated financial statements. Actual results could differ significantly from those estimates under different assumptions and conditions. The following discussion addresses our critical accounting policies, which are those that are most important to the portrayal of our financial condition and operating results and involve a higher degree of judgment and complexity (see Note 2 to our Consolidated Financial Statements of a complete discussion of our significant accounting policies).

 

Property and Equipment

Buildings, rides and equipment are depreciated over their estimated useful lives on a straight-line basis over each park's operating season. Expenditures made to maintain such assets in their original operating condition are expensed as incurred, and improvements and upgrades are capitalized. The composite method of depreciation is used for groups of assets obtained together in an acquisition.

Self-Insurance Reserves

Reserves are recorded for the estimated amounts of guest and employee claims and expenses incurred each period that are not covered by insurance. These estimates are established based upon historical claims data and third-party estimates of settlement costs for incurred claims. These reserves are periodically reviewed for changes in these factors and adjustments are made to assure their adequacy.

Revenue Recognition

Revenues on multi-day admission tickets are recognized over the estimated number of visits expected for each type of ticket, and are adjusted at the end of each seasonal period.

 

Results of Operations

Net revenues for the year ended December 31, 2003 were $510.0 million, a 1.4% increase over the year ended December 31, 2002. This followed a 5% increase in 2002, when revenues rose to $502.9 million from $477.3 million in 2001. Net revenues for 2003 reflect a 3% increase in average in-park guest per capita spending (to $35.48 from $34.50 in 2002), a 1% increase in out-of-park revenues and a 1% decrease in combined attendance across our 11 properties (to 12.2 million from a record 12.4 million in 2002). The increase in out-of-park revenues was from improvements in occupancy levels at our resort hotels at Cedar Point and Knott's Berry Farm.

In 2003, successful capital programs at Cedar Point and Valleyfair, along with a record year at Michigan's Adventure, partially offset attendance declines at Dorney Park and Worlds of Fun resulting from poor weather and the lack of a major new attraction and an attendance decline at Knott's Berry Farm due to continued soft tourism and heavy competition. For the year, combined attendance at our six amusement parks totaled 10.7 million, down less than 2% from last year's record level. At Cedar Point, the addition of Top Thrill Dragster, the world's tallest and fastest roller coaster, contributed to the park's solid performance, while the introduction of the Steel Venom roller coaster at Valleyfair helped generate record revenues at that park. At our five water parks, improved attendance at our California properties, along with a record year at Worlds of Fun's water park, Oceans of Fun, led to a 3% increase in combined attendance to 1.55 million guests. The 3% increase in our overall in-park guest per capita spending level in 2003 was due to solid improvements in guest spending on admissions and merchandise, as well as a shift in the mix of attendance toward higher per capita parks, such as Cedar Point.

The 5% increase in net revenues in 2002 reflects a 4% increase in combined attendance across our 11 properties to a record 12.4 million guests (from 11.9 million in 2001), a 9% increase in out-of-park revenues, and a slight increase in average in-park guest per capita spending (to $34.50 from $34.41 in 2001). Successful capital programs at both Cedar Point and Knott's Berry Farm, along with strong marketing programs and a record year at Dorney Park, boosted combined attendance at the Partnership's six amusement parks in 2002 by 3% to 10.9 million guests. At Cedar Point, the introduction of a new roller coaster and the addition of the new PEANUTS-themed ice show contributed to the park's strong 2002 performance. The introduction of the Xcelerator roller coaster in July and a strong Halloween Haunt promotion in October led Knott's Berry Farm to a strong second half of 2002. At our five water parks, ideal weather conditions at the Midwest properties, along with a full-year contribution from Knott's Soak City-Palm Springs, led to a 15% increase in attendance to 1.5 million guests. Excluding the impact of the new park, combined water park attendance was still up 10% from 2001. The 9% increase in out-of-park revenues was driven primarily by healthy improvement in occupancy levels at Cedar Point's resort hotels.

 

Cash operating costs and expenses, excluding depreciation and all non-cash and non-recurring charges, increased less than 1% to $334.3 million in 2003 from $332.8 million in 2002, due to a continued focus at the individual park level to control operating costs during the year. In 2002, these same cash operating costs and expenses increased $8.2 million, or 2.5%, from $324.6 million in 2001, due in part to the mid-year additions of Michigan's Adventure and Knott's Soak City-Palm Springs in 2001. All operating costs as a percent of revenues have remained relatively level between years.

A very meaningful measure of our operating results is adjusted EBITDA, which represents earnings before interest, taxes, depreciation and non-cash and non-recurring charges. In 2003, adjusted EBITDA increased 3% to a record $175.7 million from $170.1 million in 2002 and $152.7 million in 2001, due primarily to increases in average in-park guest per capita spending and out-of-park revenues, as well as each park's ability to control operating costs. The consolidated adjusted EBITDA margin improved to 34.4% in 2003 from 33.8% in 2002 and 32.0% in 2001, due to costs increasing at a slower rate than revenues. (Adjusted EBITDA is not a measure of operating performance computed in accordance with GAAP and should not be considered a substitute for operating income, net income or cash flows from operating activities. In addition, adjusted EBITDA may not be comparable to similarly titled measures of other companies.)

 

Other non-cash and non-recurring costs include several items. In 2003, we began accounting for unit options using the fair value method under SFAS No. 123, "Accounting for Stock Based Compensation," and we recorded a $5.9 million non-cash charge for the year. Under our previous policy of accounting for unit options using the intrinsic value method, we recognized non-cash charges of $4.0 million and $11.7 million in 2002 and 2001, respectively, as we "marked to market" our variable-priced options only. In 2004, under SFAS No. 123 we expect to recognize approximately $5.0 million of non-cash unit option expense.

In 2002, we recorded a $7.6 million non-cash charge in other expense related to the change in fair value of two of our interest rate swap agreements that could not be designated as effective hedges under the applicable accounting rules. In 2003, we recognized a non-cash credit of $2.7 million for the change in fair value of these swap agreements during the year. The $4.9 million remaining balance will reverse into income in 2004 and the first quarter of 2005 as the swaps continue to serve the purpose of leveling our cash interest costs.

In 2002, we recorded a provision of $3.2 million for the estimated portion of the net book value of certain fixed assets that might not be recoverable after they were removed from service.

After these non-cash charges and credits, and interest expense and provision for taxes, both of which were comparable between years, net income for 2003 increased to $85.9 million compared to $71.4 million in 2002 and $57.9 million in 2001.

 

Liquidity and Capital Resources

We ended 2003 in sound financial condition in terms of both liquidity and cash flow. The negative working capital ratio of 3.8 at December 31, 2003 is the result of our highly seasonal business and careful management of cash flow to reduce borrowings. Receivables and inventories are at normally low seasonal levels and credit facilities are in place to fund current liabilities, capital expenditures and pre-opening expenses as required.

During 2003, cash generated from operations totaled $135 million and new term loan borrowings provided $100 million. We used $40 million for capital expenditures, $107 million to pay down our revolving credit and term loan borrowings, and $88 million to pay cash distributions.

At yearend, we had $331 million of fixed-rate term debt, with staggered maturities ranging from 2004 to 2018, as well as a $180 million revolving credit facility, which is available through March 2007. Borrowings under the revolving credit facility totaled $37.8 million as of December 31, 2003. Of the total term debt, $20.0 million is scheduled to mature prior to December 31, 2004. Based on interest rates in effect at yearend for variable-rate debt and after giving effect to interest rate swap agreements described below, cash interest payments for 2004 would total approximately $22 million, 8% lower than interest paid in 2003. In addition, distributions in 2004, at the current annual rate of $1.76 per unit, would total approximately $89 million, 1% higher than the distributions paid in 2003.

For the 2004 operating season, we are investing approximately $25 million in capital improvements at our 11 properties, including expansions to the Soak City water park and Lighthouse Point property at Cedar Point, and the addition of new intermediate-sized thrill rides at Knott's Berry Farm and Worlds of Fun. In addition, we have also begun construction on a $22 million indoor water park at Cedar Point and a $16 million world-class roller coaster at Knott's, both of which are scheduled to open late in 2004. We are optimistic that these investments, as well as other improvements at each of the parks, will generate a high level of public interest and acceptance. However, stable population trends in the parks' market areas and uncontrollable factors, such as weather, the economy, and competition for leisure time and spending, preclude us from anticipating significant long-term increases in attendance. Historically, we have been able to improve our revenues and profitability by continuing to make substantial investments in our parks and resort facilities. This has enabled us to maintain consistently high attendance levels, as well as generate increases in guest per capita spending and revenues from guest accommodations, while carefully controlling operating and administrative expenses. In 2001 and 2002, however, competitive discounting and soft economic conditions in our regional market areas led to virtually flat in-park guest per capita spending.

Credit facilities and cash flow from operations are expected to be adequate to meet seasonal working capital needs, planned capital expenditures and regular quarterly cash distributions for the foreseeable future.

The following table summarizes certain obligations at December 31, 2003 (in millions):

 

 

Payments Due by Period

 

Total

Less than
1 year

1-3 years

3-5 years

More than

5 years

Contractual Obligation

         

Long-tem debt

$ 368.7

$ 20.0

$ 40.0

$ 97.8

$ 210.9

Capital expenditures

20.3

16.7

3.6

-

-

 

$ 389.0

$ 36.7

$ 43.6

$ 97.8

$ 210.9

Off-Balance Sheet Arrangements

We have no significant off-balance sheet financing arrangements.

 

Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks from fluctuations in interest rates and, from time to time, currency exchange rates on imported rides and equipment. The objective of our financial risk management is to reduce the potential negative impact of interest rate and foreign currency exchange rate fluctuations to acceptable levels. We do not acquire market risk sensitive instruments for trading purposes.

We are party to two interest rate swap agreements that convert $100 million of revolving credit borrowings to fixed-rate obligations averaging 5.82% for a period of 14 more months. In addition, we have converted $100 million of our term debt to variable rates averaging LIBOR plus 0.64% through the use of several swap agreements for a period of 6-15 years. As of December 31, 2003, of our outstanding long-term debt, $269 million represents fixed-rate debt and $100 million represents variable-rate debt. A hypothetical 1% increase in the applicable interest rates on our variable-rate debt would increase annual interest expense by approximately $1.0 million as of December 31, 2003.

 

Impact of Inflation

Substantial increases in costs and expenses could impact our operating results to the extent such increases could possibly not be passed along to our guests. In particular, increases in labor, supplies, taxes and utility expenses could have an impact on our operating results. The majority of our employees are seasonal in nature and are paid hourly rates, which although not tied directly to federal and state minimum wage laws, do follow those wage trends. Historically, we have been able to pass along cost increases to guests through increases in admission, food, merchandise and other prices, and we believe that we will continue to have the ability to do so to a large extent in the future. We believe that the effects of inflation, if any, on our operating results and financial condition have been and will continue to be minor.

 

Forward Looking Statements

Some of the statements contained in this Annual Report, including the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section, constitute forward-looking statements. These statements may involve risks and uncertainties that could cause actual results to differ materially from those described in such statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct. Important factors, including general economic conditions, competition for consumer spending, adverse weather conditions, unanticipated construction delays, and other factors could cause actual results to differ materially from our expectations.

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Reference is made to the information appearing under the subheading "Quantitative and Qualitative Disclosures About Market Risk" under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" on page 15 of this Report.

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Quarterly operating results for 2003 and 2002 are presented in the table below (in thousands, except per unit amounts):

(Unaudited)

Net revenues

Operating income

(loss)

Net income

(loss)

Net income

(loss) per limited partner unit-diluted

2003

       

1st Quarter

$ 21,499

$ (24,325)

$ (31,534)

$ (0.62)

2nd Quarter

145,215

27,552

16,692

0.33

3rd Quarter

282,212

125,970

111,427

2.16

4th Quarter

61,050

(4,048)

(10,697)

(0.21)

 

$ 509,976

$ 125,149

$ 85,888

$ 1.67

2002

       

1st Quarter

$ 23,936

$ (25,833)

$ (34,019)

$ (0.66)

2nd Quarter

147,569

32,338

18,801

0.37

3rd Quarter

273,513

118,739

99,708

1.94

4th Quarter

57,833

(4,052)

(13,073)

(0.26)

 

$ 502,851

$ 121,192

$ 71,417

$ 1.39

         

Note: To assure that our highly seasonal operations will not result in misleading comparisons of interim periods, the Partnership has adopted the following reporting procedures: (a) seasonal operating costs are expensed over the operating season, including some costs incurred prior to the season, which are deferred and amortized over the season, and (b) all other costs are expensed as incurred or ratably over the entire year.

 

 

Report of Independent Auditors

To the Partners of Cedar Fair, L.P.:In our opinion, the accompanying consolidated balance sheets as of December 31, 2003 and 2002 and the related consolidated statements of operations, of cash flows and of partners' equity present fairly, in all material respects, the financial position of Cedar Fair, L.P. and subsidiaries at December 31, 2003 and 2002, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. 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 of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audits 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. The financial statements of Cedar Fair, L.P. and subsidiaries as of December 31, 2001 and for the year then ended, were audited by other independent accountants who have ceased operations. Those independent accountants expressed an unqualified opinion on those financial statements in their report dated January 23, 2002 (except with respect to the February 2002 term debt discussed in Note 3, as to which the date was February 8, 2002).

As discussed in Note 2 to the financial statements, the Partnership changed the manner in which it accounts for equity-based compensation in accordance with SFAS No. 123, "Accounting for Stock-Based Compensation," as of January 1, 2003.

PricewaterhouseCoopers LLP

Cleveland, Ohio,

March 10, 2004.

 

 

The following is a copy of the Audit Report previously issued by Arthur Andersen LLP in connection with the filing on Form 10-K for the year ended December 31, 2001. This Audit Report has not been reissued by Arthur Andersen LLP in connection with this filing on Form 10-K for the year ended December 31, 2003, but is included pursuant to Rule 2-02(E) of Regulation S-X under the Securities Act of 1933, as amended. The note references in the 2001 Audit Report do not correspond to the 2003 consolidated financial statements of the Partnership.

 

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, 2001 and 2000, and the related consolidated statements of operations, partners' equity and cash flows for each of the three years in the period ended December 31, 2001. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Cedar Fair, L.P. and subsidiaries as of December 31, 2001 and 2000, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2001 in conformity with accounting principles generally accepted in the United States.

As explained in Note 4 to the financial statements, effective January 1, 2001, the Partnership changed its method of accounting for derivative financial instruments.

ARTHUR ANDERSEN LLP

Cleveland, Ohio,

January 23, 2002 (except with respect to the matter discussed in Note 9, as to which the date is February 8, 2002).

 

 

CEDAR FAIR, L.P.

CONSOLIDATED BALANCE SHEETS

(In thousands)

December 31,

 

2003

 

2002

ASSETS

       

Current Assets:

       

Cash

 

$ 2,194

 

$ 2,171

Receivables

 

6,560

 

6,623

Inventories

 

14,905

 

13,895

Prepaids

 

6,118

 

6,548

Total current assets

 

29,777

 

29,237

Property and Equipment:

       

Land

 

150,144

 

149,380

Land improvements

 

131,765

 

127,919

Buildings

 

257,102

 

254,512

Rides and equipment

 

553,927

 

522,234

Construction in progress

 

10,832

 

21,811

   

1,103,770

 

1,075,856

Less accumulated depreciation

 

(326,731)

 

(294,354)

   

777,039

 

781,502

Intangibles and other assets, net

 

12,525

 

11,518

   

$ 819,341

 

$ 822,257

LIABILITIES AND PARTNERS' EQUITY

       

Current Liabilities:

       

Current maturities of long-term debt

 

$ 20,000

 

$ 10,000

Accounts payable

 

20,757

 

28,045

Distribution payable to partners

 

22,319

 

21,252

Accrued interest

 

5,621

 

5,953

Accrued taxes

 

15,087

 

16,893

Accrued salaries, wages and benefits

 

11,406

 

11,457

Self-insurance reserves

 

10,901

 

11,250

Other accrued liabilities

 

5,603

 

1,488

Total current liabilities

 

111,694

 

106,338

Accrued Taxes

 

42,448

 

32,615

         

Other Liabilities

 

7,661

 

12,834

         

Long-Term Debt:

       

Revolving credit loans

 

37,750

 

135,150

Term debt

 

310,897

 

230,000

   

348,647

 

365,150

Partners' Equity:

       

Special L.P. interests

 

5,290

 

5,290

General partner

 

65

 

70

Limited partners, 50,673 and 50,549 units outstanding

       

in 2003 and 2002, respectively

 

303,536

 

300,550

Accumulated other comprehensive loss

 

-

 

(590)

Total partners' equity

 

308,891

 

305,320

   

$ 819,341

 

$ 822,257

The accompanying Notes to Consolidated Financial Statements are an integral part of these balance sheets.

 

CEDAR FAIR, L.P.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per unit amounts)

 

For the years ended December 31,

 

2003

 

2002

 

2001

             

Net Revenues:

           

Admissions

 

$ 259,448

 

$ 252,143

 

$ 239,762

Food, merchandise and games

 

200,677

 

201,044

 

192,768

Accommodations and other

 

49,851

 

49,664

 

44,726

   

509,976

 

502,851

 

477,256

Costs and Expenses:

           

Cost of products sold

 

52,779

 

52,989

 

52,425

Operating expenses

 

216,832

 

216,528

 

211,833

Selling, general and administrative

 

64,658

 

63,231

 

60,294

Non-cash unit option expense (substantially

           

all selling, general and administrative)

 

5,865

 

4,029

 

11,661

Depreciation and amortization

 

44,693

 

41,682

 

42,486

Provision for loss on retirement of assets

 

-

 

3,200

 

-

   

384,827

 

381,659

 

378,699

Operating Income

 

125,149

 

121,192

 

98,557

Interest Expense

 

24,070

 

24,967

 

24,143

Other (Income) Expense

 

(2,727)

 

7,649

 

-

Income Before Taxes

 

103,806

 

88,576

 

74,414

Provision for Taxes

 

17,918

 

17,159

 

16,520

Net Income

 

$ 85,888

 

$ 71,417

 

$ 57,894

Net Income Allocated to General Partner

 

86

 

71

 

58

Net Income Allocated to Limited Partners

 

$ 85,802

 

$ 71,346

 

$ 57,836

             

Earnings Per Limited Partner Unit:

           

Weighted average limited partner units

outstanding - basic

 

50,615

 

50,523

 

50,745

Net income per limited partner unit -
basic

 

$ 1.70

 

$ 1.41

 

$ 1.14

             

Weighted average limited partner units

and equivalents outstanding - diluted

 

51,334

 

51,263

 

51,113

Net income per limited partner unit -
diluted

 

$ 1.67

 

$ 1.39

 

$ 1.13

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

CEDAR FAIR, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

For the years ended December 31,

 

2003

 

2002

 

2001

             

CASH FLOWS FROM (FOR) OPERATING ACTIVITIES

           

Net income

 

$85,888

 

$71,417

 

$57,894

 

Adjustments to reconcile net income to net cash from

             

operating activities:

             

Depreciation and amortization

 

44,693

 

41,682

 

42,486

 

Non-cash unit option expense

 

5,865

 

4,029

 

11,661

 

Provision for loss on retirement of assets

 

-

 

3,200

 

-

 

Other non-cash (income) expense

 

(2,727)

 

7,649

 

-

 

Change in assets and liabilities, net of effects from acquisitions

             

Decrease (increase) in inventories

 

(1,010)

 

221

 

(274)

 

(Increase) in current and other assets

 

(57)

 

(1,960)

 

(2,760)

 

Increase (decrease) in accounts payable

 

(7,288)

 

6,839

 

4,146

 

Increase in accrued taxes

 

8,027

 

10,465

 

9,100

 

Increase (decrease) in self-insurance reserves

 

(349)

 

(250)

 

1,344

 

Increase in other current liabilities

 

3,732

 

1,004

 

2,977

 

Increase (decrease) in other liabilities

 

(1,856)

 

2,172

 

(1,606)

 

Net cash from operating activities

 

134,918

 

146,468

 

124,968

 

CASH FLOWS FROM (FOR) INVESTING ACTIVITIES

             

Capital expenditures

 

(39,789)

 

(55,279)

 

(47,801)

 

Acquisition of Michigan's Adventure:

             

Property and equipment acquired

 

-

 

-

 

(27,959)

 

Negative working capital assumed

 

-

 

-

 

358

 

Acquisition of Knott's Soak City - Palm Springs:

             

Property and equipment acquired

 

-

 

-

 

(9,311)

 

Net cash (for) investing activities

 

(39,789)

 

(55,279)

 

(84,713)

 

CASH FLOWS FROM (FOR) FINANCING ACTIVITIES

             

Net (payments) on revolving credit loans

 

(97,400)

 

(97,850)

 

(14,861)

 

Term debt borrowings

 

100,000

 

100,000

 

50,000

 

Term debt repayments

 

(10,000)

 

(10,000)

 

-

 

Distributions paid to partners

 

(88,141)

 

(83,448)

 

(80,163)

 

Exercise of limited partnership unit options

 

435

 

-

 

-

 

Repurchase of limited partnership units

 

-

 

-

 

(32,267)

 

Acquisition of Michigan's Adventure:

             

Issuance of 1,250,000 limited partnership units

 

-

 

-

 

27,613

 

Acquisition of Knott's Soak City - Palm Springs:

             

Borrowings on revolving credit loans

 

-

 

-

 

9,311

 

Net cash (for) financing activities

 

(95,106)

 

(91,298)

 

(40,367)

 

CASH

             

Net increase (decrease) for the period

 

23

 

(109)

 

(112)

 

Balance, beginning of period

 

2,171

 

2,280

 

2,392

 

Balance, end of period

 

$ 2,194

 

$ 2,171

 

$ 2,280

 

SUPPLEMENTAL INFORMATION

             

Cash payments for interest expense

 

$24,402

 

$23,412

 

$23,219

 

Interest capitalized

 

633

 

807

 

551

 

Cash payments for income taxes

7,189

7,546

7,409

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

CEDAR FAIR, L.P.

CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY

(In thousands, except unit and per unit amounts)

 

For the years ended December 31,

 

2003

 

2002

 

2001

             

SPECIAL L.P. INTERESTS

 

$ 5,290

 

$ 5,290

 

$ 5,290

             

GENERAL PARTNER'S EQUITY

           

Beginning balance

 

70

 

85

 

110

Net income

 

86

 

71

 

58

Partnership distributions declared

 

(91)

 

(86)

 

(83)

   

65

 

70

 

85

             

LIMITED PARTNERS' EQUITY

           

Beginning balance

 

300,550

 

309,058

 

325,189

Net income

 

85,802

 

71,346

 

57,836

Partnership distributions declared

           

(2003 - $1.76; 2002 - $1.66;

           

2001 - $1.60 per limited partner unit)

 

(89,116)

 

(83,883)

 

(80,974)

Repurchase of limited partnership units

           

(2001 - 1,549,600 limited partnership units)

 

-

 

-

 

(32,267)

Expense recognized for limited partnership unit options

 

5,865

 

4,029

 

11,661

Limited partnership unit options exercised

 

435

 

-

 

-

Issuance of 1,250,000 limited partnership units

           

for acquisition of Michigan's Adventure

 

-

 

-

 

27,613

   

303,536

 

300,550

 

309,058

             

ACCUMULATED OTHER COMPREHENSIVE LOSS

           

Beginning balance

 

(590)

 

(6,183)

 

-

Cumulative effect of change in accounting

           

as of January 1, 2001

 

-

 

-

 

(1,239)

Change in unrealized loss on interest rate swap agreements

 

590

 

5,593

 

(4,944)

   

-

 

(590)

 

(6,183)

Total Partners' Equity

 

$308,891

 

$305,320

 

$308,250

             

SUMMARY OF COMPREHENSIVE INCOME

           

Net income

 

$ 85,888

 

$ 71,417

 

$ 57,894

Other comprehensive income (loss) on interest

           

rate swap agreements

 

590

 

5,593

 

(6,183)

Total Comprehensive Income

 

$ 86,478

 

$ 77,010

 

$ 51,711

             

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 that commenced operations in 1983 when it acquired Cedar Point, Inc., and became a publicly traded partnership in 1987. The Partnership's General Partner is Cedar Fair Management Company, an Ohio corporation owned by the Partnership's executive management (the "General Partner"). The General Partner owns a 0.1% interest in the Partnership's income, losses and cash distributions, except in defined circumstances, and has full control over all activities of the Partnership. At December 31, 2003, there were 50,673,444 outstanding limited partnership units registered on The New York Stock Exchange, net of 1,116,739 units held in treasury.

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 subsidiaries, all of which are wholly owned. All significant intercompany transactions and balances are eliminated in consolidation.

Segment Reporting Although the Partnership manages its parks with a high degree of autonomy, each park offers similar products and services to similar customers. Therefore, the Partnership operates within the single reportable segment of amusement/water parks with accompanying resort facilities.

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 consist of purchased products, such as merchandise and food, for sale to its customers. All inventories are valued at the lower of first-in, first-out (FIFO) cost or market.

Property and Equipment Property and equipment are recorded at cost. Expenditures made to maintain such assets in their original operating condition are expensed as incurred, and improvements and upgrades are capitalized. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets. The composite method is used for the group of assets acquired as a whole in 1983, as well as for the groups of like assets of each subsequent business acquisition. The unit method is used for all individual assets purchased. Depreciation expense totaled $44.3 million in 2003, $41.2 million in 2002, and $42.1 million in 2001.

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. No gain or loss is recognized on normal retirements of composite assets. Instead, the acquisition cost of a retired asset reduces accumulated depreciation for the composite group. Abnormal retirements of composite assets could result in the recognition of a gain or loss. Management periodically reviews the composite groups to ensure that retirements have not extended the asset lives beyond their estimated remaining economic life.

Under the unit method of depreciation, individual assets are depreciated over their estimated useful lives, with gains and losses on all asset retirements recognized currently in income.

The weighted average useful lives combining both methods are approximately:

Land improvements

24 Years

Buildings

30 Years

Rides

20 Years

Equipment

10 Years


Impairment of Long-Lived Assets
Effective January 1, 2002, the Partnership adopted Statement of Financial Accounting Standards (SFAS) No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," which requires that long-lived assets be reviewed for impairment upon the occurrence of events or changes in circumstances that would indicate that the carrying value of the assets may not be recoverable. During the first quarter of 2002, the Partnership removed certain fixed assets from service at its parks, and recorded a provision of $3.2 million for the estimated portion of the net book value of these assets that may not be recoverable.

Goodwill Goodwill as of December 31, 2003 and 2002 totaled approximately $8.4 million. Effective January 1, 2002, the Partnership adopted SFAS No. 142, "Goodwill and Other Intangible Assets," which requires that goodwill no longer be amortized, but instead be tested regularly for impairment. An impairment charge would be recognized for the amount, if any, by which the carrying amount of goodwill exceeds its implied fair value. The fair value of a reporting unit and the related implied fair value of its respective goodwill are established through independent fair-market appraisals. This statement did not have a material impact on the consolidated operating results or financial position of the Partnership, as no impairment was identified at the time of adoption, or as of December 31, 2003.

Self-Insurance Reserves Reserves are recorded for the estimated amounts of guest and employee claims and expenses incurred each period that are not covered by insurance. These estimates are established based upon historical claims data and third-party estimates of settlement costs for incurred claims. These reserves are periodically reviewed for changes in these factors and adjustments are made to assure their adequacy.

Derivative Financial Instruments The Partnership accounts for the use of derivative financial instruments according to SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" and related amendments. For derivative instruments that hedge the exposure of variability in short-term rates, designated as cash flow hedges, the effective portion of the change in fair value of the derivative instrument is reported as a component of "Other comprehensive income (loss)" and reclassified into earnings in the period during which the hedged transaction affects earnings. For derivative instruments that hedge the exposure to changes in the fair value of certain fixed-rate debt, designated as fair value hedges, the effective portion of the change in fair value of the derivative instrument is reported in "Other assets" or "Other liabilities" with a corresponding adjustment to the liability being hedged. For the ineffective portion of a derivative, the change in fair value, if any, is recognized currently in earnings together with the changes in fair value of derivatives not designated as hedges. Derivative financial instruments used in hedging transactions are assessed both at inception and quarterly thereafter to ensure they are effective in offsetting changes in either the fair value or cash flows of the related underlying exposures.

Revenue Recognition Revenues on multi-day admission tickets are recognized over the estimated number of visits expected for each type of ticket and are adjusted at the end of each seasonal period.

Advertising Costs The Partnership expenses all costs associated with its advertising, promotion and marketing programs over each park's operating season, including certain costs incurred prior to the season that are amortized over the season. Advertising expense totaled $30.8 million in 2003 and $29.9 in 2002. Amounts incurred through yearend for the following year's advertising programs are included in prepaid expenses.

Income Taxes Because of its legal structure, the Partnership is not subject to regular corporate income taxes; rather, the Partnership's tax attributes (except those of its corporate subsidiaries) are to be 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 that 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 and state tax legislation in 1997 provided a permanent income tax exemption to existing "publicly traded partnerships," such as Cedar Fair, L.P., with new taxes levied on partnership gross income (net revenues less cost of products sold) beginning in 1998. The Partnership recorded provisions of $17.9 million, $17.2 million, and $16.5 million for these federal and state taxes in 2003, 2002 and 2001, respectively.

Unit-Based Compensation Prior to 2003, the Partnership accounted for all equity-based compensation awards, including unit options, using the intrinsic value method prescribed by Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees" and related interpretations. Under APB Opinion No. 25, the Partnership's variable-priced options were "marked to market" over their vesting period whenever the exercise price was lower than the market price of limited partnership units. Approximately $4.0 million and $11.7 million in non-cash compensation expense, with an offsetting credit to partners' equity, was recognized in 2002 and 2001, respectively, under APB Opinion No. 25.

Effective January 1, 2003, the Partnership began to account for unit options under the fair value recognition provisions of SFAS No. 123, "Accounting for Stock-Based Compensation." The Partnership selected the modified prospective method of adoption described in SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure." Approximately $5.9 million in non-cash compensation expense was recognized in 2003, which is the same amount that would have been recognized had the provisions of SFAS No. 123 been applied from its original effective date. In accordance with the modified prospective method of adoption, results for prior years have not been restated. Had the Partnership continued to account for options under APB Opinion No. 25, non-cash unit option expense would have been approximately $13.3 million higher in 2003 compared to the amount recognized under SFAS No. 123.

Had compensation expense for the option plan been determined from inception using the provisions of SFAS No. 123, the effect on the Partnership's net income and earnings per unit in earlier years would have been as follows:

Years Ended December 31,

2002

2001

(In thousands, except per unit amounts)

   

Net income, as reported

$ 71,417

$ 57,894

Plus: Total unit-based compensation expense included in reported net income

4,029

11,661

Less: Total unit-based compensation expense determined under fair value-based method for all awards

(4,988)

(5,491)

Pro forma net income

$ 70,458

$ 64,064

     

Earnings per unit:

   

Basic - as reported

$ 1.41

$ 1.14

Basic - pro forma

1.39

1.26

     

Diluted - as reported

$ 1.39

$ 1.13

Diluted - pro forma

1.38

1.26


Earnings Per Unit The Partnership has presented earnings per unit amounts for all periods to conform with SFAS 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:

 

2003

2002

2001

(In thousands except per unit amounts)

     

Basic weighted average units outstanding

50,615

50,523

50,745

Effect of dilutive units:

     

Unit options

719

740

368

Diluted weighted average units outstanding

51,334

51,263

51,113

Net income per unit - basic

$1.70

$1.41

$1.14

Net income per unit - diluted

$1.67

$1.39

$1.13



(3) Long- Term Debt:

Long-term debt at December 31, 2003 and 2002 consisted of the following:

(In thousands)

2003

2002

     

Revolving credit loans

$ 37,750

$ 135,150

Term debt:

   

August 1994 senior notes at 8.43% (due 2004-2006)

30,000

40,000

January 1998 senior notes at 6.68% (due 2007-2011)

50,000

50,000

August 2001 senior notes at 6.40% (due 2004-2008)

50,000

50,000

February 2002 senior notes at 6.44% average rate (due 2007-2015)

100,000

100,000

December 2003 senior notes at 5.38% average rate (due 2009-2018)

100,000

-

Fair value hedges on December 2003 senior notes

897

-

 

368,647

375,150

Less current portion

20,000

10,000

 

$ 348,647

$ 365,150

 

Revolving Credit Loans In December 2003, the Partnership entered into a new credit agreement with seven banks under which it has available a $180 million revolving credit facility through March 2007. As of December 31, 2003, borrowings under this credit facility were $37.8 million at an effective rate of 1.8%. The maximum outstanding revolving credit balance during 2003 was $241.9 million under the prior $275 million credit facility.

Borrowings under the agreement bear interest at LIBOR plus 0.875% per annum, with other rate options. The agreement also requires the Partnership to pay a commitment fee of 0.20% per annum on the unused portion of the credit facility. The Partnership, at its option, may make prepayments without penalty and reduce the loan commitments.

The Partnership's policy is to capitalize interest on major construction projects. Interest of $633,000, $807,000 and $551,000 on such projects was capitalized in 2003, 2002 and 2001, respectively.

Term Debt In December 2003, the Partnership entered into a new note agreement for the issuance of $100 million in senior notes with maturities of 6-15 years at a weighted average interest rate of 5.38%. The proceeds were used to reduce revolving credit borrowings.

 

At December 31, 2003, the scheduled annual maturities of term debt were as follows (in thousands):

2004

$ 20,000

2005

20,000

2006

20,000

2007

40,000

2008

20,000

Thereafter

210,897

 

$ 330,897


The fair value of the aggregate future repayments on term debt at December 31, 2003, as required by SFAS No.107, would be approximately $353.2 million, based on borrowing rates currently available to the Partnership on long-term debt with similar terms and average maturities. The Partnership may make prepayments on any of these notes with defined premiums.

Covenants Under the terms of the debt agreements, the Partnership, among other restrictions, is required to maintain a specified level of partners' equity, and comply with certain cash flow and interest coverage ratios. The Partnership was in compliance with these covenants as of December 31, 2003.

 

(4) Derivative Financial Instruments:

The Partnership has only limited involvement with derivative financial instruments and does not use them for trading purposes. They are only used within the Partnership's overall risk management program to manage certain interest rate and foreign currency risks from time to time.

In 2003, the Partnership entered into interest rate swap agreements as a means of converting $100 million of new fixed-rate senior notes to variable rates averaging LIBOR plus 0.64% over their full terms. The fair market value of these swaps, which have been designated as fair value hedges on long-term debt, was a net asset of approximately $897,000 at December 31, 2003. At December 31, 2003, the hedges were highly effective, and accordingly, the fair values have been reflected on the balance sheet in "Intangibles and other assets" with a corresponding increase to "Term debt."

Two of the Partnership's interest rate swap agreements, which were entered into in 2001, contained provisions that did not meet the definition of derivative instruments that can be designated as hedges under SFAS No. 133. Consequently, the Partnership recognized a $7.6 million charge in other expense in 2002 related to the change in fair value of these two swaps, all of which was included in "Other liabilities" on the 2002 balance sheet. In 2003, the Partnership recorded a non-cash credit of $2.7 million for the change in fair value of the same swaps during the year. Of the remaining $4.9 million accrual, $4.0 million is included in "Other accrued liabilities" and the balance is included in "Other liabilities." The full amount will reverse into income in 2004 and the first quarter of 2005 as the contracts continue to serve the purpose of leveling cash interest costs as intended.

 

(5) Partners' Equity:

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.

Unit Repurchase Program The Board of Directors has authorized the Partnership to repurchase through open market or privately negotiated transactions up to $75.0 million of its limited partnership units. Through December 31, 2003, the Partnership had made net repurchases of 2,738,567 units at an approximate cost of $53.8 million. As of December 31, 2003, 1,116,739 units remain held in treasury at an approximate cost of $20.2 million.

 

Unit Options In August 2000, the Partnership's unitholders approved the establishment of a new Equity Incentive Plan allowing the award of up to 4.8 million unit options and other forms of equity as an element of compensation to senior management and other key employees, including the grant of 2.3 million unit options, with a variable exercise price, in connection with the restructuring of the Partnership's general partner fee and executive compensation systems. As of December 31, 2003, the Partnership has 1,972,200 variable-price options and 824,700 fixed-price options outstanding under the plan. All options vest over a five-year period and have a maximum term of ten years. The variable-price options have an exercise price that declines by the value of cash distributions declared on the underlying limited partnership units.

A summary of option activity during 2003, 2002 and 2001 follows:

 

 

 

Number of Units

Weighted Average Exercise Price

2001

   

Options outstanding at beginning of year

2,415,100

$18.83

Granted

463,600

20.61

Exercised

(4,300)

18.08

Forfeited

(67,100)

18.01

Options outstanding at end of year

2,807,300

$17.81

Options exercisable at end of year

690,940

$17.45

2002

   

Options outstanding at beginning of year

2,807,300

$17.81

Granted

331,000

23.49

Exercised

(117,350)

16.49

Forfeited

(15,500)

17.12

Options outstanding at end of year

3,005,450

$17.28

Options exercisable at end of year

1,107,730

$16.14

2003

   

Options outstanding at beginning of year

3,005,450

$17.28

Granted

55,000

28.45

Exercised

(255,250)

14.81

Forfeited

(8,300)

18.25

Options outstanding at end of year

2,796,900

$16.42

Options exercisable at end of year

1,417,270

$15.31

 

The following table sets forth information about the fair value of option grants using a binomial option-pricing model and the weighted-average assumptions used for such grants:

 

2003

2002

2001

Weighted-average fair value of options granted

$ 4.05

$ 2.53

$ 2.16

Risk free interest rate

4.5%

5.3%

6.0%

Expected distribution yield

6.2%

6.8%

7.6%

Expected volatility factor

19.4%

18.0%

21.5%

Expected life

10 years

10 years

10 years

 

 

The following table summarizes information about unit options outstanding at December 31, 2003:

Options Outstanding

Options Exercisable

 

 

 

Type

 

 

Range of Exercise Prices

 

 

Number Outstanding

Weighted Average Remaining Contractual Life

Weighted Average Exercise Price

 

 

Number Exercisable

Weighted Average Exercise Price

Variable

$12.88 - $28.45

1,972,200

6.2 years

$13.98

1,141,720

$13.87

Fixed

$17.85 - $28.45

824,700

7.6 years

22.26

275,550

21.32

 

$12.88 - $28.45

2,796,900

6.6 years

$16.42

1,417,270

$15.31

 

 

(6) Senior Management Long-Term Incentive Compensation Plan:

In 2002, the Partnership established a long-term incentive compensation plan for senior management, under which annual awards of "phantom units" are made based upon the Partnership's operating performance. The awards accrue additional "phantom units" on the date of each quarterly distribution paid by the Partnership, calculated at the NYSE closing price on that date. Awards vest over a four-year period and will be paid through a combination of limited partnership units and cash. No effect for outstanding "phantom units" has been included in the diluted earnings per unit calculation, as the majority of the awards are expected to be settled in cash. The aggregate market value of the "phantom units" outstanding at yearend, which has been reflected on the balance sheet in "Other liabilities," was $4.2 million in 2003 and $1.5 million in 2002.

 

(7) Retirement Plans:

The Partnership has trusteed, noncontributory retirement plans for the majority of its employees. Contributions are discretionary and were $3,298,000 in 2003, $3,541,000 in 2002, and $3,414,000 in 2001. These plans also permit employees to contribute specified percentages of their salary, matched up to a limit by the Partnership. Matching contributions approximated $1,015,000 in 2003, $1,305,000 in 2002, and $1,227,000 in 2001.

In addition, approximately 160 employees are covered by union-sponsored, multi-employer pension plans for which approximately $645,000, $550,000, and $520,000 were contributed for the years ended December 31, 2003, 2002, and 2001, respectively. The Partnership believes that, as of December 31, 2003, it would have no withdrawal liability as defined by the Multiemployer Pension Plan Amendments Act of 1980.

 

(8) 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.

 

(9) Acquisitions:

The Partnership acquired two parks during 2001. On June 1, 2001, Michigan's Adventure amusement park, located near Muskegon, Michigan, was acquired for 1,250,000 unregistered limited partnership units valued at approximately $27.6 million. On May 29, 2001, Oasis Water Park, located in Palm Springs, California, was acquired for a cash purchase price of $9.3 million, and was later renamed Knott's Soak City - Palm Springs.

The purchase price of each acquisition has been allocated to assets and liabilities acquired based on their relative fair values at the date of acquisition, and their assets, liabilities and results of operations are included in the accompanying consolidated financial statements since the respective acquisition dates.

(10) Subsequent Event:

On March 10, 2004, the Partnership announced that it had reached an agreement in principle for the acquisition of Six Flags Worlds of Adventure, located near Cleveland, Ohio. The $145 million cash transaction involves the purchase of substantially all of the park's assets, including the adjacent hotel and campground, but excludes the live-animal attractions. The acquisition is subject to a number of conditions, including completion of a definitive purchase agreement.

 

 

 

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING

AND FINANCIAL DISCLOSURE.

None.

 

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls.

The Partnership maintains a system of controls and procedures designed to provide reasonable assurance as to the reliability of the financial statements and other disclosures included in this report. As of December 31, 2003, the Partnership has evaluated the effectiveness of the design and operation of its disclosure controls and procedures under supervision of management, including the Partnership's Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Partnership's disclosure controls and procedures are effective in timely alerting them to material information required to be included in the Partnership's periodic Securities and Exchange Commission filings.

 

Changes in Internal Controls.

There have not been any significant changes in the Partnership's internal controls or other factors during the fourth quarter that could significantly affect such controls.

 

 

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Cedar Fair Management Company, an Ohio corporation owned by members of the Partnership's executive management, is the General Partner of the Partnership and has full responsibility for the management of the Partnership. For additional information, attention is directed to Note 1 to the consolidated financial statements on page 23 of this Report.

 

A. Identification of Directors:

The information required by this item is incorporated by reference to the material in our Proxy Statement for the special meeting of limited partner unitholders to be held in May 2004 (the "Proxy Statement") under the caption "Proposal Three: Election of Directors."

 

B. Identification of Executive Officers:

Information regarding executive officers of the Partnership is included in this Annual Report on Form 10-K under the caption "Supplemental Item. Executive Officers" in Item I of Part I and is incorporated herein by reference.

 

C. Code of Ethics:

In accordance with Section 406 of the Sarbanes-Oxley Act of 2002 and Item 406 of Regulation S-K, the Partnership has adopted a Code of Conduct and Ethics, which applies to all directors, officers and employees of the Partnership, including the Chief Executive Officer and the Senior Financial Officers (the "Code"). A copy of the Code is available on the Internet at the Investor Relations section of our web site (www.cedarfair.com).

 

ITEM 11. EXECUTIVE COMPENSATION.

The information required by this item is incorporated by reference to the material in our Proxy Statement under the caption "Executive Compensation."

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

MANAGEMENT

A. Security Ownership of Certain Beneficial Owners.

The information required by this item is incorporated by reference to the material in our Proxy Statement under the caption "Security Ownership of Certain Beneficial Owners."

 

B. Security Ownership of Management.

The information required by this item is incorporated by reference to the material in our Proxy Statement under the caption "Security Ownership of Management."

 

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The information required by this item is incorporated by reference to the material in our Proxy Statement under the caption "Interests of Certain Persons in the Proposal."

 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The information required by this item is incorporated by reference to the material in our Proxy Statement under the caption "Independent Public Accountants."

 

 

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND

REPORTS ON FORM 8-K.

 

A. 1. Financial Statements

The following consolidated financial statements of the Registrant, the notes thereto and the related Reports of Independent Public Accountants are filed under Item 8 of this Report:

Page

(i)

Reports of Independent Auditors.

17-18

(ii)

Consolidated Balance Sheets - December 31, 2003 and 2002.

19

(iii)

Consolidated Statements of Operations - Years ended December 31, 2003, 2002, and 2001.

20

(iv)

Consolidated Statements of Cash Flows - Years ended December 31, 2003, 2002, and 2001.

21

(v)

Consolidated Statements of Partners' Equity - Years ended December 31, 2003, 2002, and 2001.

22

(vi)

Notes to Consolidated Financial Statements - December 31, 2003, 2002, and 2001.

23-30

A. 2. Financial Statement Schedules

All Schedules are omitted, as the information is not required or is otherwise furnished.

A. 3. Exhibits

The exhibits listed below are incorporated herein by reference to prior SEC filings by Registrant or are included as exhibits in this Form 10-K.

Exhibit

 

Number

Description

   

3.6

Form of Fourth Amended and Restated Certificate and Agreement of Limited Partnership of Cedar Fair, L.P.

4*

Form of Deposit Agreement.

4.1

Contribution Agreement by and among Roger D. Jourden and Mary L. Jourden and the Registrant dated May 31, 2001. Incorporated herein by reference to Exhibit 4.01 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 24, 2001.

10.4

Private Shelf Agreement with The Prudential Insurance Company of America dated August 24, 1994 for $50,000,000, 8.43% Senior Notes Due August 24, 2006. Incorporated herein by reference to Exhibit 10.4 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999.

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, 2000.

10.19

Private Shelf Agreement with The Prudential Insurance Company of America dated January 28, 1998 for $50,000,000, 6.68% Series B Notes Due August 24, 2011. Incorporated herein by reference to Exhibit 10.19 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1998.

10.25

Cedar Fair, L.P. 2000 Equity Incentive Plan. Incorporated herein by reference to Exhibit B to the Registrant's Proxy Statement dated July 26, 2000.

10.26

Cedar Fair, L.P. 2000 Senior Executive Management Incentive Plan. Incorporated herein by reference to Exhibit C to the Registrant's Proxy Statement dated July 26, 2000.

 

Exhibit

 

Number

Description

   

10.27

Senior Series C Notes issued under the Private Shelf Agreement with The Prudential Insurance Company of America dated January 28, 1998 for $50,000,000, 6.40% Series C Notes due August 24, 2008. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001.

10.30

Note Purchase Agreement dated as of February 8, 2002 between Cedar Fair, L.P. and Subsidiaries and NY Life Insurance Company, NY Life Insurance and Annuity Corp., The Travelers Insurance Company, Teachers Insurance and Annuity Association of America and Jackson National Life Insurance Company. Incorporated herein by reference to Exhibit 10.30 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2002.

10.31

Senior Management Long-Term Incentive Compensation Plan approved November 7, 2002. Incorporated herein by reference to Exhibit 10.31 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2002.

10.32

Employment Agreement with Richard L. Kinzel. Incorporated herein by reference to Exhibit 10 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 29, 2003.

10.33

Credit Agreement dated as of December 22, 2003 between Cedar Fair, L.P. and Subsidiaries as co-borrowers, and KeyBank National Association and six other banks as lenders.

10.34

Note Purchase Agreement dated as of December 22, 2003 between Cedar Fair, L.P. and Subsidiaries and Connecticut General Life Insurance Company, First Colony Life Insurance Company, Minnesota Life Insurance Company, NY Life Insurance and Annuity Corporation, NY Life Insurance Company, The Northwest Mutual Life Insurance Company, Pruco Life Insurance Company, Pruco Life Insurance Company of New Jersey, The Prudential Insurance Company of America, and The Teachers Insurance and Annuity Association of America.

10.35

Amendment No. 1 to the Private Shelf Agreement with The Prudential Insurance Company of America dated January 28, 1998.

21*

Subsidiaries of Cedar Fair, L.P.

31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99

Letter to Securities and Exchange Commission pursuant to Temporary Note 3T (representation from Arthur Andersen regarding 2001 audit).

   

*

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.

None.

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 12, 2004

 

/S/ Richard L. Kinzel

Richard L. Kinzel

Chairman, 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

 

Chairman, President and Chief

March 12, 2004

 

Richard L. Kinzel

 

Executive Officer, Director

 
         

/S/

Bruce A. Jackson

 

Corporate Vice President-Finance

March 12, 2004

 

Bruce A. Jackson

 

(Chief Financial Officer)

 
         

/S/

Charles M. Paul

 

Vice President and Corporate Controller

March 12, 2004

 

Charles M. Paul

 

(Chief Accounting Officer)

 
         

/S/

Richard S. Ferreira

 

Director

March 12, 2004

 

Richard S. Ferreira

     
         

/S/

Michael D. Kwiatkowski

 

Director

March 12, 2004

 

Michael D. Kwiatkowski

     
         

/S/

David L. Paradeau

 

Director

March 12, 2004

 

David L. Paradeau

     
         

/S/

Steven H. Tishman

 

Director

March 12, 2004

 

Steven H. Tishman

     
         

/S/

Thomas A. Tracy

 

Director

March 12, 2004

 

Thomas A. Tracy

     

 

 

ANNUAL REPORT ON FORM 10-K

CEDAR FAIR, L.P.

For the Year Ended December 31, 2003

 

EXHIBIT INDEX

Exhibit

Number

Description

Page

     

3.6

Form of Fourth Amended and Restated Certificate and Agreement of Limited Partnership of Cedar Fair, L.P.

38-90

4*

Form of Deposit Agreement.

*

4.1

Contribution Agreement by and among Roger D. Jourden and Mary L. Jourden and the Registrant dated May 31, 2001. Incorporated herein by reference to Exhibit 4.01 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 24, 2001.

*

10.4

Private Shelf Agreement with The Prudential Insurance Company of America dated August 24, 1994 for $50,000,000, 8.43% Senior Notes Due August 24, 2006. Incorporated herein by reference to Exhibit 10.4 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999.

*

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, 2000.

*

10.19

Private Shelf Agreement with The Prudential Insurance Company of America dated January 28, 1998 for $50,000,000, 6.68% Series B Notes Due August 24, 2011. Incorporated herein by reference to Exhibit 10.19 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1998.

*

10.25

Cedar Fair, L.P. 2000 Equity Incentive Plan. Incorporated herein by reference to Exhibit B to the Registrant's Proxy Statement dated July 26, 2000.

*

10.26

Cedar Fair, L.P. 2000 Senior Executive Management Incentive Plan. Incorporated herein by reference to Exhibit C to the Registrant's Proxy Statement dated July 26, 2000.

*

10.27

Senior Series C Notes issued under the Private Shelf Agreement with The Prudential Insurance Company of America dated January 28, 1998 for $50,000,000, 6.40% Series C Notes due August 24, 2008. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001.

*

10.30

Note Purchase Agreement dated as of February 8, 2002 between Cedar Fair, L.P. and Subsidiaries and NY Life Insurance Company, NY Life Insurance and Annuity Corp., The Travelers Insurance Company, Teachers Insurance and Annuity Association of America and Jackson National Life Insurance Company. Incorporated herein by reference to Exhibit 10.30 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2002.

*

10.31

Senior Management Long-Term Incentive Compensation Plan approved November 7, 2002. Incorporated herein by reference to Exhibit 10.31 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2002.

*

10.32

Employment Agreement with Richard L. Kinzel. Incorporated herein by reference to Exhibit 10 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 29, 2003.

*

10.33

Credit Agreement dated as of December 22, 2003 between Cedar Fair, L.P. and Subsidiaries as co-borrowers, and KeyBank National Association and six other banks as lenders.

91-159

10.34

Note Purchase Agreement dated as of December 22, 2003 between Cedar Fair, L.P. and Subsidiaries and Connecticut General Life Insurance Company, First Colony Life Insurance Company, Minnesota Life Insurance Company, NY Life Insurance and Annuity Corporation, NY Life Insurance Company, The Northwest Mutual Life Insurance Company, Pruco Life Insurance Company, Pruco Life Insurance Company of New Jersey, The Prudential Insurance Company of America, and The Teachers Insurance and Annuity Association of America.

160-215

 

EXHIBIT INDEX (continued)

Exhibit

Number

Description

Page

     

10.35

Amendment No. 1 to the Private Shelf Agreement with The Prudential Insurance Company of America dated January 28, 1998.

216-222

21*

Subsidiaries of Cedar Fair, L.P.

*

31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

223

31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

224

32.1

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

225

99

Letter to Securities and Exchange Commission pursuant to Temporary Note 3T (representation from Arthur Andersen regarding 2001 audit).

*

     

*

Incorporated herein by reference: see Item 15 (A)(3).

 


Dates Referenced Herein   and   Documents Incorporated By Reference

This 10-K Filing   Date   Other Filings
8/24/94
7/26/95
1/28/98
12/31/9810-K
12/31/9910-K
7/26/00DEF 14A
12/31/0010-K
1/1/01
5/29/01
5/31/01
6/1/01
6/24/0110-Q
9/30/0110-Q
12/31/0110-K
1/1/02
1/23/02
2/8/02
11/7/024
12/31/0210-K, 5
1/1/038-K
6/27/03
6/29/0310-Q, 8-K
12/22/03
For The Period Ended12/31/035, 8-K
2/29/04
3/10/04
3/12/04
Filed On / Filed As Of3/15/04SC 13D
4/29/04
12/31/0410-K, 10-K/A, 4/A, 5, 8-K
8/24/06
8/24/08
8/24/11
 
TopList All Filings


Filing Submission 0000811532-04-000013   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2014 Fran Finnegan & Company.  All Rights Reserved.
AboutPrivacyRedactionsHelp — Fri, 25 Jul 13:40:29.1 GMT