Edgar Filing: CEDAR FAIR L P

Large accelerated filer

Accelerated filer

Non-accelerated filer

o (Do not check if a smaller reporting company)

Smaller reporting company

Cedar Fair-10Q-3-2013

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 29, 2013



o	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 incorporation or organization)		(I.R.S. Employer Identification No.)

One Cedar Point Drive, Sandusky, Ohio 44870-5259

(Address of principal executive offices) (Zip Code)

(419) 626-0830

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x




Title of Class		Units Outstanding As Of November 1, 2013
Units Representing Limited Partner Interests		55,715,198

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CEDAR FAIR, L.P.

INDEX

FORM 10 - Q




Part I - Financial Information

Item 1.	Financial Statements	3-36

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37-47

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	47-48

Item 4.	Controls and Procedures	48

Part II - Other Information

Item 1.	Legal Proceedings	48-49

Item 1A.	Risk Factors	49

Item 5.	Other Information	49

Item 6.	Exhibits	50

Signatures		51

Index to Exhibits		52

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)



	9/29/2013			12/31/2012			9/30/2012
ASSETS							(As restated)
Current Assets:
Cash and cash equivalents	$	183,482		$	78,830		$	96,102
Receivables	42,534			18,192			29,357
Inventories	29,316			27,840			33,593
Current deferred tax asset	8,185			8,184			10,345
Income tax refundable	662			—			10,454
Other current assets	8,964			8,060			7,443
	273,143			141,106			187,294
Property and Equipment:
Land	298,589			303,348			309,257
Land improvements	351,731			339,081			347,631
Buildings	584,066			584,854			581,513
Rides and equipment	1,506,895			1,450,231			1,490,289
Construction in progress	18,990			28,971			10,898
	2,760,271			2,706,485			2,739,588
Less accumulated depreciation	(1,245,597		)	(1,162,213		)	(1,183,589		)
	1,514,674			1,544,272			1,555,999
Goodwill	241,936			246,221			247,663
Other Intangibles, net	40,025			40,652			40,865
Other Assets	31,269			47,614			50,171
	$	2,101,047		$	2,019,865		$	2,081,992
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	6,300		$	—		$	—
Accounts payable	21,877			10,734			22,596
Deferred revenue	37,627			39,485			34,682
Accrued interest	10,253			15,512			7,012
Accrued taxes	39,393			17,813			52,404
Accrued salaries, wages and benefits	39,621			24,836			36,219
Self-insurance reserves	24,088			23,906			23,092
Other accrued liabilities	7,618			5,916			10,843
	186,777			138,202			186,848
Deferred Tax Liability	157,603			153,792			140,113
Derivative Liability	31,646			32,260			34,708
Other Liabilities	9,073			8,980			7,380
Long-Term Debt:
Term debt	622,125			1,131,100			1,131,100
Notes	901,606			401,080			400,676
	1,523,731			1,532,180			1,531,776
Commitments and Contingencies (Note 10)
Partners’ Equity:
Special L.P. interests	5,290			5,290			5,290
General partner	2			1			1
Limited partners, 55,714, 55,618 and 55,519 units outstanding at September 29, 2013, December 31, 2012 and September 30, 2012, respectively	206,428			177,660			207,933
Accumulated other comprehensive loss	(19,503		)	(28,500		)	(32,057		)
	192,217			154,451			181,167
	$	2,101,047		$	2,019,865		$	2,081,992

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

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CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(In thousands, except per unit amounts)



	Three months ended						Nine months ended						Twelve months ended
	9/29/2013			9/30/2012			9/29/2013			9/30/2012			9/29/2013			9/30/2012
Net revenues:				(As restated)						(As restated)						(As restated)
Admissions	$	339,655		$	319,607		$	562,214		$	533,143		$	641,140		$	624,030
Food, merchandise and games	180,408			171,336			316,940			305,203			353,951			347,374
Accommodations and other	72,013			62,502			116,341			100,903			129,609			112,690
	592,076			553,445			995,495			939,249			1,124,700			1,084,094
Costs and expenses:
Cost of food, merchandise and games revenues	45,843			47,353			81,933			83,926			93,055			96,002
Operating expenses	170,394			163,311			388,335			380,832			458,906			460,125
Selling, general and administrative	58,727			52,993			125,533			115,488			148,356			145,788
Depreciation and amortization	57,495			60,223			108,313			112,211			122,408			127,191
Gain on sale of other assets	(8,743		)	—			(8,743		)	—			(15,368		)	—
Loss on impairment / retirement of fixed assets, net	1,637			25,000			2,266			24,230			8,372			34,509
	325,353			348,880			697,637			716,687			815,729			863,615
Operating income	266,723			204,565			297,858			222,562			308,971			220,479
Interest expense	25,529			26,863			77,153			83,902			103,870			116,437
Net effect of swaps	1,377			(175		)	8,315			(1,318		)	8,141			(10,930		)
Loss on early debt extinguishment	—			—			34,573			—			34,573			—
Unrealized/realized foreign currency (gain) loss	(8,615		)	(15,035		)	15,229			(13,926		)	20,157			(18,721		)
Other income	(17		)	(13		)	(126		)	(31		)	(163		)	(68		)
Income before taxes	248,449			192,925			162,714			153,935			142,393			133,761
Provision for taxes	58,025			51,912			34,026			41,754			24,030			27,858
Net income	190,424			141,013			128,688			112,181			118,363			105,903
Net income allocated to general partner	2			1			1			1			1			1
Net income allocated to limited partners	$	190,422		$	141,012		$	128,687		$	112,180		$	118,362		$	105,902

Net income	$	190,424		$	141,013		$	128,688		$	112,181		$	118,363		$	105,903
Other comprehensive income (loss), (net of tax):
Cumulative foreign currency translation adjustment	(699		)	(563		)	1,194			(1,251		)	2,814			(2,672		)
Unrealized income (loss) on cash flow hedging derivatives	(2,761		)	(234		)	7,803			(1,798		)	9,740			(397		)
Other comprehensive income (loss), (net of tax)	(3,460		)	(797		)	8,997			(3,049		)	12,554			(3,069		)
Total comprehensive income	$	186,964		$	140,216		$	137,685		$	109,132		$	130,917		$	102,834
Basic earnings per limited partner unit:
Weighted average limited partner units outstanding	55,485			55,611			55,472			55,473			55,460			55,440
Net income per limited partner unit	$	3.43		$	2.54		$	2.32		$	2.02		$	2.13		$	1.91
Diluted earnings per limited partner unit:
Weighted average limited partner units outstanding	55,863			55,992			55,803			55,848			55,804			55,887
Net income per limited partner unit	$	3.41		$	2.52		$	2.31		$	2.01		$	2.12		$	1.89

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

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CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF PARTNERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 29, 2013

(In thousands)



	Nine months ended
	9/29/13
Limited Partnership Units Outstanding
Beginning balance	55,618
Limited partnership unit options exercised	3
Issuance of limited partnership units as compensation	93
	55,714
Limited Partners’ Equity
Beginning balance	$	177,660
Net income	128,687
Partnership distribution declared ($1.88 per limited partnership unit)	(104,458		)
Expense recognized for limited partnership unit options	680
Limited partnership unit options exercised	43
Tax effect of units involved in option exercises and treasury unit transactions	(148		)
Issuance of limited partnership units as compensation	3,964
	206,428
General Partner’s Equity
Beginning balance	1
Net income	1
	2
Special L.P. Interests	5,290
Accumulated Other Comprehensive Income (Loss)
Cumulative foreign currency translation adjustment:
Beginning balance	(2,751		)
Current period activity, net of tax ($689)	1,194
	(1,557		)
Unrealized loss on cash flow hedging derivatives:
Beginning balance	(25,749		)
Current period activity, net of tax ($1,125)	7,803
	(17,946		)
	(19,503		)
Total Partners’ Equity	$	192,217

The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of this statement.

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CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)



	Nine months ended						Twelve months ended
	9/29/2013			9/30/2012			9/29/2013			9/30/2012
CASH FLOWS FROM (FOR) OPERATING ACTIVITIES				(As restated)						(As restated)
Net income	$	128,688		112,181			$	118,363		$	105,903
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	108,313			112,211			122,408			127,191
Loss on early debt extinguishment	34,573			—			34,573			—
Loss on impairment / retirement of fixed assets, net	2,266			24,230			8,372			34,509
Gain on sale of other assets	(8,743		)	—			(15,368		)	—
Net effect of swaps	8,315			(1,318		)	8,141			(10,930		)
Non-cash expense (income)	23,875			(3,006		)	32,245			(608		)
Net change in working capital	16,031			23,243			(6,769		)	7,940
Net change in other assets/liabilities	3,637			9,203			22,883			8,549
Net cash from operating activities	316,955			276,744			324,848			272,554
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES
Sale of other assets	15,297			1,173			30,182			1,173
Capital expenditures	(97,534		)	(75,810		)	(116,761		)	(93,120		)
Net cash for investing activities	(82,237		)	(74,637		)	(86,579		)	(91,947		)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
Term debt borrowings	630,000			—			630,000			—
Note borrowings	500,000			—			500,000			—
Derivative settlement	—			(50,450		)	—			(50,450		)
Term debt payments, including early termination penalties	(1,132,675		)	(25,000		)	(1,132,675		)	(25,000		)
Distributions paid to partners	(104,458		)	(66,565		)	(126,706		)	(105,308		)
Exercise of limited partnership unit options	43			47			43			53
Payment of debt issuance costs	(22,812		)	—			(22,812		)	(723		)
Excess tax benefit from unit-based compensation expense	(148		)	(454		)	1,515			(454		)
Net cash for financing activities	(130,050		)	(142,422		)	(150,635		)	(181,882		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	(16		)	893			(254		)	1,065
CASH AND CASH EQUIVALENTS
Net increase (decrease) for the period	104,652			60,578			87,380			(210		)
Balance, beginning of period	78,830			35,524			96,102			96,312
Balance, end of period	$	183,482		$	96,102		$	183,482		$	96,102
SUPPLEMENTAL INFORMATION
Cash payments for interest expense	$	78,852		$	86,018		$	94,717		$	114,470
Interest capitalized	1,175			1,984			1,406			2,951
Cash payments for income taxes, net of refunds	11,746			8,761			4,768			8,876

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

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CEDAR FAIR, L.P.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIODS ENDED SEPTEMBER 29, 2013 AND SEPTEMBER 30, 2012

The accompanying unaudited condensed consolidated financial statements have been prepared from the financial records of Cedar Fair, L.P. (the Partnership) without audit and reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary to fairly present the results of the interim periods covered in this report.

Due to the highly seasonal nature of the Partnership’s amusement and water park operations, the results for any interim period are not indicative of the results to be expected for the full fiscal year. Accordingly, the Partnership has elected to present financial information regarding operations and cash flows for the preceding fiscal twelve-month periods ended September 29, 2013 and September 30, 2012 to accompany the quarterly results. Because amounts for the fiscal twelve months ended September 29, 2013 include actual 2012 season operating results, they may not be indicative of 2013 full calendar year operations.

(1) Significant Accounting and Reporting Policies:

The Partnership’s unaudited condensed consolidated financial statements for the periods ended September 29, 2013 and September 30, 2012 included in this Form 10-Q report have been prepared in accordance with the accounting policies described in the Notes to Consolidated Financial Statements for the year ended December 31, 2012, which were included in the Form 10-K/A filed on May 10, 2013. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the Commission). These financial statements should be read in conjunction with the financial statements and the notes thereto included in the Form 10-K/A referred to above.

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 generally capitalized. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets. The unit method is used for all individual assets.

Change in Depreciation Method

Effective January 1, 2013, the Partnership changed its method of depreciation 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 from the composite method to the unit method.

Historically, the Partnership had used the composite depreciation method for land improvements, buildings, rides and equipment for the group of assets acquired as a whole in 1983, as well as for the group of like assets of each subsequent business acquisition. The unit method was only used for individual assets purchased. Under the composite depreciation method, assets with similar estimated lives are grouped together and the several pools of assets are depreciated on an aggregate basis. No gain or loss is recognized on normal retirements of composite assets. Instead, the net book value of a retired asset reduces accumulated depreciation for the composite group. Unusual retirements of composite assets could result in the recognition of a gain or loss. 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.

In order to improve comparability and enhance the level of precision associated with allocating historical cost, the Partnership had determined that it was preferable to change from the composite method of depreciation to the unit method of depreciation for all assets. The Partnership believes that pursuant to generally accepted accounting principles, changing from the composite method of depreciation to the unit method of depreciation is a change in accounting estimate that is effected by a change in accounting principle, which should be accounted for prospectively. This prospective application resulted in the discontinuance of the composite method of depreciation for all prior acquisitions with the existing net book value of each composite pool allocated to the remaining individual assets (units) in that pool with each unit assigned an appropriate remaining useful life on an individual unit basis. Assigning a useful life to each unit in the various composite pools had an insignificant effect on the weighted average useful lives of all assets that were previously accounted for under the composite method.

The change in depreciation method had an immaterial impact on the Condensed Consolidated Financial Statements for the quarter ended September 29, 2013. Future asset retirements could have a material impact on the Condensed Consolidated Financial Statements in the periods such items occur.

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New Accounting Pronouncements

In January 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2013-01, “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities,” which clarifies that ordinary trade receivables and receivables are not in the scope of Accounting Standards Update 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. Specifically, Update 2011-11 applies only to derivatives, repurchase agreements and reverse purchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with specific criteria contained in the FASB Codification or subject to a master netting arrangement or similar agreement. The Partnership adopted this guidance during the first quarter of 2013 and it did not impact its consolidated financial statements.

In February 2013, the FASB issued ASU 2013-02, “Comprehensive Income - Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income,” which requires an entity to present information about significant items reclassified out of Accumulated Other Comprehensive Income ("AOCI") by component either on the face of the statement where net income is presented or as a separate disclosure in the notes to the financial statements. We adopted this guidance during the first quarter of 2013 and it did not impact the Partnership's consolidated financial statements. The Partnership has elected to present movements out of Other Comprehensive Income ("OCI") via an additional disclosure in the notes to the consolidated financial statements.

In February 2013, the FASB issued ASU 2013-04, “Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date,” which requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date, as the sum of the following:


•	The amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors.


•	Any additional amount the reporting entity expects to pay on behalf of its co-obligors.

The guidance in this Update also requires an entity to disclose the nature and amount of the obligation as other information about those obligations. The amendments in the Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013, however early adoption is permitted. The Partnership does not anticipate this guidance having a material impact on its consolidated financial statements.

On July 17, 2013, the FASB issued ASU 2013-10 "Derivatives and Hedging (Topic 815): Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes (a consensus of the FASB Emerging Issues Task Force)". The ASU amends ASC 815 to allow entities to use the Fed Funds Effective Swap Rate, in addition to U.S. Treasury rates and LIBOR, as a benchmark interest rate in accounting for fair value and cash flow hedges in the United States. The ASU also eliminates the provision from ASC 815-20-25-6 that prohibits the use of different benchmark rates for similar hedges except in rare and justifiable circumstances. The ASU is effective prospectively for qualifying new hedging relationships entered into on or after July 17, 2013 (i.e., the ASU’s issuance date), and for hedging relationships redesignated on or after that date. The Partnership adopted this guidance in the third quarter and no material impact on its financial statements occurred.

On July 18, 2013, the FASB issued ASU 2013-11 "Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force)". The ASU provides guidance on financial statement presentation of an unrecognized tax benefit ("UTB") when a net operating loss ("NOL") carryforward, a similar tax loss, or a tax credit carryforward exists. The FASB’s objective in issuing this ASU is to eliminate diversity in practice resulting from a lack of guidance on this topic in current U.S. GAAP. Under the ASU, an entity must present a UTB, or a portion of a UTB, in the financial statements as a reduction to a deferred tax asset ("DTA") for an NOL carryforward, a similar tax loss, or a tax credit carryforward except when:


•	An NOL carryforward, a similar tax loss, or a tax credit carryforward is not available as of the reporting date under the governing tax law to settle taxes that would result from the disallowance of the tax position.


•	The entity does not intend to use the DTA for this purpose (provided that the tax law permits a choice).

If either of these conditions exists, an entity should present a UTB in the financial statements as a liability and should not net the UTB with a DTA. New recurring disclosures are not required because the ASU does not affect the recognition or measurement of uncertain tax positions under ASC 740. The ASU’s amendments are effective for fiscal years beginning after December 15, 2013, and interim periods within those years. The Partnership does not anticipate this guidance having a material impact on its consolidated financial statements.

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(2) Interim Reporting:

The Partnership owns and operates eleven amusement parks, three separately gated outdoor water parks, one indoor water park and five hotels. Virtually all of the Partnership’s revenues from its seasonal amusement parks, as well as its outdoor water parks and other seasonal resort facilities, are realized during a 130- to 140-day operating period beginning in early May, with the major portion concentrated in the third quarter during the peak vacation months of July and August. Knott's Berry Farm is open daily on a year-round basis. Castaway Bay is generally open daily from Memorial Day to Labor Day, plus a limited daily schedule for the balance of the year.

To assure that these highly seasonal operations will not result in misleading comparisons of current and subsequent interim periods, the Partnership has adopted the following accounting and reporting procedures for its seasonal parks: (a) revenues on multi-day admission tickets are recognized over the estimated number of visits expected for each type of ticket and are adjusted periodically during the season, (b) depreciation, advertising and certain seasonal operating costs are expensed during each park’s operating season, including certain costs incurred prior to the season which are amortized over the season, and (c) all other costs are expensed as incurred or ratably over the entire year.

(3) Long-Lived Assets:

Long-lived assets are 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. In order to determine if an asset has been impaired, assets are grouped and tested at the lowest level for which identifiable, independent cash flows are available. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant decline in expected future cash flows; a sustained, significant decline in equity price and market capitalization; a significant adverse change in legal factors or in the business climate; unanticipated competition; and slower growth rates. Any adverse change in these factors could have a significant impact on the recoverability of these assets and could have a material impact on our consolidated financial statements.

The long-lived operating asset impairment test involves a two-step process. The first step is a comparison of each asset group's carrying value to its estimated undiscounted future cash flows expected to result from the use of the assets, including disposition. Projected future cash flows reflect management's best estimates of economic and market conditions over the projected period, including growth rates in revenues and costs, estimates of future expected changes in operating margins and cash expenditures. Other significant estimates and assumptions include terminal value growth rates and future estimates of capital expenditures. If the carrying value of the asset group is higher than its undiscounted future cash flows, there is an indication that impairment exists and the second step must be performed to measure the amount of impairment loss. The amount of impairment is determined by comparing the implied fair value of the asset group to its carrying value in a manner consistent with the highest and best use of those assets.

The Partnership estimates fair value of operating assets using an income, market, and/or cost approach. The income approach uses an asset group's projection of estimated operating results and cash flows that is discounted using a weighted-average cost of capital reflective of current market conditions. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The cost approach is based on the amount currently required to replace the service capacity of an asset adjusted for obsolescence. If the implied fair value of the assets is less than their carrying value, an impairment charge is recorded for the difference.

Non-operating assets are evaluated for impairment based on changes in market conditions. When changes in market conditions are observed, impairment is estimated using a market-based approach. If the estimated fair value of the non-operating assets is less than their carrying value, an impairment charge is recorded for the difference.

At the end of the third quarter of 2012, the Partnership concluded based on 2012 operating results and updated forecasts, that a review of the carrying value of operating long-lived assets at Wildwater Kingdom was warranted. After performing its review, the Partnership determined that a portion of the park's fixed assets were impaired. Also, at the end of the third quarter of 2012, the Partnership concluded that market conditions had changed on the adjacent non-operating land of Wildwater Kingdom. After performing its review of the updated market value of the land, the Partnership determined the land was impaired. The Partnership recognized a total of $25.0 million of fixed-asset impairment during the third quarter of 2012 which was recorded in "Loss on impairment / retirement of fixed assets, net" on the condensed consolidated statement of operations.

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(4) Goodwill and Other Intangible Assets:

In accordance with the applicable accounting rules, goodwill is not amortized, but, along with indefinite-lived trade-names, is evaluated for impairment on an annual basis or more frequently if indicators of impairment exist. The Partnership's annual testing date is December 31.

The Partnership tested goodwill and other indefinite-lived intangibles for impairment on December 31, 2012 and no impairment was indicated. In September 2011, the FASB issued ASU 2011-08, “Intangibles — Goodwill and Other,” which gives an entity the option to first assess qualitative factors to determine whether it is necessary to perform the current two-step goodwill impairment test. If an entity believes, as a result of its qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the two-step goodwill impairment test is required. The Partnership adopted this guidance during the first quarter of 2012 and it did not impact its consolidated financial statements.

In July 2012, the FASB issued ASU 2012-02, “Testing Indefinite-Lived Intangible Assets for Impairment,” which allows an entity the option to first assess qualitatively whether it is more-likely-than-not that an indefinite-lived intangible asset is impaired, thus necessitating that it perform the quantitative impairment test. An entity is not required to calculate the fair value of an indefinite-lived intangible asset and perform the quantitative impairment test unless the entity determines that it is more likely than not that the asset is impaired. The revised standard is effective for annual impairment testing performed for fiscal years beginning after September 15, 2012, however early adoption was permitted. The Partnership adopted this guidance during the third quarter of 2012 and it did not impact its consolidated financial statements.

A summary of changes in the Partnership’s carrying value of goodwill for the nine months ended September 29, 2013 is as follows:



(In thousands)	Goodwill (gross)			Accumulated Impairment Losses			Goodwill (net)
Balance at December 31, 2012	$	326,089		$	(79,868	)	$	246,221
Foreign currency translation	(4,285		)	—			(4,285		)
Balance at September 29, 2013	$	321,804		$	(79,868	)	$	241,936

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At September 29, 2013, December 31, 2012, and September 30, 2012 the Partnership’s other intangible assets consisted of the following:



September 29, 2013	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value
(In thousands)
Other intangible assets:
Trade names	$	39,615	$	—	$	39,615
License / franchise agreements	799		389		410
Total other intangible assets	$	40,414	$	389	$	40,025

December 31, 2012
(In thousands)
Other intangible assets:
Trade names	$	40,222	$	—	$	40,222
License / franchise agreements	790		360		430
Total other intangible assets	$	41,012	$	360	$	40,652

September 30, 2012
(In thousands)
Other intangible assets:
Trade names	$	40,425	$	—	$	40,425
License / franchise agreements	790		350		440
Total other intangible assets	$	41,215	$	350	$	40,865

Amortization expense of other intangible assets for the nine months ended September 29, 2013 and September 30, 2012 was $29,000 and $29,000, respectively. The estimated amortization expense for the remainder of 2013 is $10,000. Estimated amortization expense is expected to total less than $50,000 in each year from 2013 through 2017.

(5) Long-Term Debt:

In July 2010, the Partnership issued $405 million of 9.125% senior unsecured notes, maturing in 2018, in a private placement, including $5.6 million of Original Issue Discount ("OID") to yield 9.375%. Concurrently with this offering, the Partnership entered into a new $1,435 million credit agreement (the "2010 Credit Agreement”), which included a $1,175 million senior secured term loan facility and a $260 million senior secured revolving credit facility. The net proceeds from the offering of the notes, along with borrowings under the 2010 Credit Agreement, were used to repay in full all amounts outstanding under the previous credit facilities. The facilities provided under the 2010 Credit Agreement were collateralized by substantially all of the assets of the Partnership.

The Partnership's $405 million of senior unsecured notes pay interest semi-annually in February and August, with the principal due in full on August 1, 2018. The notes may be redeemed, in whole or in part, at any time prior to August 1, 2014 at a price equal to 100% of the principal amount of the notes redeemed plus a “make-whole” premium together with accrued and unpaid interest, if any, to the redemption date. Thereafter, the notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. Prior to August 1, 2013, up to 35% of the notes may be redeemed with the net cash proceeds of certain equity offerings at 109.125%.

Terms of the 2010 Credit Agreement included a revolving credit facility of a combined $260 million. Under the 2010 Credit Agreement, the Canadian portion of the revolving credit facility had a limit of $15 million. U.S. denominated loans made under the revolving credit facility bore interest at a rate of LIBOR plus 400 basis points (bps) (with no LIBOR floor). Canadian denominated loans made under the Canadian portion of the facility bore interest at a rate of LIBOR plus 400 bps (with no LIBOR floor). The revolving credit facility, which was scheduled to mature in July 2015, also provided for the issuance of documentary and standby letters of credit. The Amended 2010 Credit Agreement required the Partnership to pay a commitment fee of 50 bps per annum on the unused portion of the credit facilities.

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In February 2011, the Partnership amended the 2010 Credit Agreement (as so amended, the “Amended 2010 Credit Agreement”) and extended the maturity date of the term loan portion of the credit facilities by one year. The extended U.S. term loan was scheduled to mature in December 2017 and bore interest at a rate of LIBOR plus 300 bps, with a LIBOR floor of 100 bps.

In March 2013, the Partnership issued $500 million of 5.25% senior unsecured notes, maturing in 2021, in a private placement, with no OID. Concurrently with this offering, the Partnership entered into a new $885 million credit agreement (the "2013 Credit Agreement"), which included a $630 million senior secured term loan facility and a $255 million senior secured revolving credit facility. The terms of the senior secured term loan facility include a maturity date of March 6, 2020 and bear interest at a rate of LIBOR plus 250 bps with a LIBOR floor of 75 bps. The term loan amortizes at $6.3 million annually. The net proceeds from the notes and borrowings under the 2013 Credit Agreement were used to repay in full all amounts outstanding under the previous credit facilities. The facilities provided under the 2013 Credit Agreement are collateralized by substantially all of the assets of the Partnership.

Terms of the 2013 Credit Agreement include a revolving credit facility of a combined $255 million. Under the 2013 Credit Agreement, the Canadian portion of the revolving credit facility has a sub-limit of $15 million. U.S. denominated and Canadian denominated loans made under the revolving credit facility bear interest at a rate of LIBOR plus 225 bps (with no LIBOR floor). The revolving credit facility is scheduled to mature in March 2018 and also provides for the issuance of documentary and standby letters of credit. The 2013 Credit Agreement requires the Partnership to pay a commitment fee of 50 bps per annum on the unused portion of the credit facilities.

The 2013 Credit Agreement requires the Partnership to maintain specified financial ratios, which if breached for any reason, including a decline in operating results, could result in an event of default under the agreement. The most restrictive of these ratios is the Consolidated Leverage Ratio which is measured quarterly on a trailing-twelve month basis. The Consolidated Leverage Ratio is set at 6.25x consolidated total debt (excluding the revolving debt)-to-Consolidated EBITDA and will remain at that level through the end of the first quarter in 2014, and the ratio will decrease each second quarter beginning with the second quarter of 2014. As of September 29, 2013, the Partnership’s Consolidated Leverage Ratio was 3.57x, providing $184.1 million of consolidated EBITDA cushion on the ratio as of the end of the third quarter. The Partnership was in compliance with all other covenants under the 2013 Credit Agreement as of September 29, 2013.

The 2013 Credit Agreement also includes provisions that allow the Partnership to make restricted payments of up to $60 million annually, so long as no default or event of default has occurred and is continuing. These restricted payments are not subject to any specific covenants. Additional restricted payments are allowed to be made based on an Excess-Cash-Flow formula, should the Partnership’s pro-forma Consolidated Leverage Ratio be less than or equal to 5.00x. Per the terms of the indenture governing the Partnership's notes maturing in 2018, which is more restrictive than the indenture governing the Partnership's notes maturing in 2021, the ability to make restricted payments in 2013 and beyond is permitted should the Partnership's trailing-twelve-month Total-Indebtedness-to-Consolidated-Cash-Flow Ratio be less than or equal to 4.75x, measured on a quarterly basis.

The Partnership's $500 million of senior unsecured notes pay interest semi-annually in March and September, with the principal due in full on March 15, 2021. The notes may be redeemed, in whole or in part, at any time prior to March 15, 2016 at a price equal to 100% of the principal amount of the notes redeemed plus a “make-whole” premium together with accrued and unpaid interest, if any, to the redemption date. Thereafter, the notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. Prior to March 15, 2016, up to 35% of the notes may be redeemed with the net cash proceeds of certain equity offerings at 105.25%.

As market conditions warrant, the Partnership may from time to time repurchase debt securities issued by the Partnership, in privately negotiated or open market transactions, by tender offer, exchange offer or otherwise.

(6) Derivative Financial Instruments:

Derivative financial instruments are used within the Partnership’s overall risk management program to manage certain interest rate and foreign currency risks. By utilizing a derivative instrument to hedge our exposure to LIBOR rate changes, the Partnership is exposed to credit risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. To mitigate this risk, hedging instruments are placed with a counterparty that the Partnership believes poses minimal credit risk.

The Partnership does not use derivative financial instruments for trading purposes.

In September 2010 the Partnership entered into several forward-starting swap agreements ("September 2010 swaps") to effectively convert a total of $600 million of variable-rate debt to fixed rates beginning in October 2011. As a result of the February 2011 amendment to the 2010 Credit Agreement, the LIBOR floor on the term loan portion of its credit facilities decreased to 100 bps

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from 150 bps, causing a mismatch in critical terms of the September 2010 swaps and the underlying debt. Because of the mismatch of critical terms, the Partnership determined the September 2010 swaps, which were originally designated as cash flow hedges, were no longer highly effective, resulting in the de-designation of the swaps as of the end of February 2011. As a result of this ineffectiveness, gains of $7.2 million recorded in accumulated other comprehensive income (AOCI) through the date of de-designation are being amortized through December 2015.

In March 2011, the Partnership entered into several additional forward-starting basis-rate swap agreements ("March 2011 swaps") that, when combined with the September 2010 swaps, effectively converted $600 million of variable-rate debt to fixed rates beginning in October 2011. The September 2010 swaps and the March 2011 swaps were jointly designated as cash flow hedges, maturing in December 2015 and had fixed LIBOR at a weighted average rate of 2.46%. For the period that the September 2010 swaps were de-designated, their fair value decreased by $3.3 million, the offset of which was recognized as a direct charge to the Partnership's earnings and recorded to “Net effect of swaps” on the consolidated statement of operations along with the regular amortization of “Other comprehensive income (loss)” balances related to these swaps. No other ineffectiveness related to these swaps was recorded in any period presented.

In May 2011, the Partnership entered into four additional forward-starting basis-rate swap agreements ("May 2011 swaps") that effectively converted another $200 million of variable-rate debt to fixed rates beginning in October 2011. These swaps, which were designated as cash flow hedges, mature in December 2015 and fixed LIBOR at a weighted average rate of 2.54%.

As a result of the 2013 Credit Agreement, the previously described swaps were de-designated as the spreads of the 2013 Credit Agreement decreased to 75 bps from 100 bps in the Amended 2010 Credit Agreement. The May 2011 swaps remain de-designated as the amount of variable rate debt decreased to $630 million, resulting in no hedging relationship for these swaps. On March 4, 2013, the Partnership entered into several forward-starting swap agreements ("March 2013 swaps") that were not designated as a cash flow hedge on that date. On March 6, 2013, the March 2013 swaps were combined with the September 2010 swaps and the March 2011 swaps (together referred to as the "Combination Swaps"), and designated as cash flow hedges, effectively converting $600 million of variable-rate debt to fixed rates. The Combination Swaps, which were designated as cash flow hedges, mature in December 2015 and fix LIBOR at a weighted average rate of 2.331%. At the time of the de-designation, the fair market value of the September 2010 swaps and March 2011 swaps was $22.2 million. Amounts in Accumulated Other Comprehensive Income (“AOCI”) at the time of de-designation related to these swaps was $26.1 million. This amount is being amortized out of AOCI into expense in "Net effect of swaps" in the unaudited condensed consolidated statements of operations and comprehensive income through December 2015. At the time of the de-designation, the fair market value of the May 2011 swaps was $7.8 million and was immediately recognized into expense in "Net effect of swaps" in the unaudited condensed consolidated statements of operations. During the third quarter of 2013, the Combination Swaps were de-designated as the hedge effectiveness testing indicated that these swaps would be ineffective throughout the remaining periods until maturity. This de-designation had no effect on the unaudited condensed consolidated statements of operations as previous amounts recorded in AOCI had already been accounted for on March 6, 2013.

During the third quarter of 2013, the Partnership entered into three forward-starting interest rate swap agreements ("2013 forwards") that will effectively convert $400 million of variable-rate debt to fixed rates beginning in December of 2015. These swaps, which were designated as cash flow hedges, mature on December 31, 2018 and fix LIBOR at a weighted average rate of 3.00%.

The fair market value of the derivative portfolio at September 29, 2013 was a liability of $31.6 million, which was recorded in “Derivative Liability” on the condensed consolidated balance sheet.

In 2007, the Partnership entered into two cross-currency swap agreements, which effectively converted $268.7 million of term debt at the time, and the associated interest payments, related to its wholly owned Canadian subsidiary from variable U.S. dollar denominated debt to fixed-rate Canadian dollar denominated debt. The Partnership originally designated these cross-currency swaps as foreign currency cash flow hedges. Cash flows related to these swap agreements were included in interest expense over the term of the agreement. These swap agreements expired in February 2012.

In May 2011 and July 2011, the Partnership entered into several foreign currency swap agreements to fix the exchange rate on approximately 75% of the termination payment associated with the cross-currency swap agreements that expired in February 2012. The Partnership did not seek hedge accounting treatment on these foreign currency swaps, and as such, changes in fair value of the swaps flowed directly through earnings along with changes in fair value on the related, de-designated cross-currency swaps. In February 2012, all of the cross-currency and related currency swap agreements were settled for $50.5 million.

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Fair Value of Derivative Instruments in Condensed Consolidated Balance Sheet:



(In thousands)	Condensed Consolidated Balance Sheet Location	Fair Value as of			Fair Value as of			Fair Value as of
(In thousands)	Condensed Consolidated Balance Sheet Location	September 29, 2013			December 31, 2012			September 30, 2012
Derivatives designated as hedging instruments:
Interest rate swaps	Derivative Liability	$	(5,483	)	$	(32,260	)	$	(34,708	)
Total derivatives designated as hedging instruments		$	(5,483	)	$	(32,260	)	$	(34,708	)
Derivatives not designated as hedging instruments:
Interest rate swaps	Derivative Liability	$	(26,163	)	$	—		$	—
Total derivatives not designated as hedging instruments		$	(26,163	)	$	—		$	—
Net derivative liability		$	(31,646	)	$	(32,260	)	$	(34,708	)

The following table presents our 2013 forwards which mature December 31, 2018, and the Combination Swaps and May 2011 swaps which mature December 15, 2015, along with their notional amounts and their fixed interest rates.



	Interest Rate Swaps
($'s in thousands)	Derivatives designated as hedging instruments				Derivatives not designated as hedging instruments
	Notional Amounts		LIBOR Rate		Notional Amounts		LIBOR Rate
	$	200,000	3.00	%	$	200,000	2.27	%
	100,000		3.00	%	150,000		2.43	%
	100,000		3.00	%	75,000		2.30	%
					70,000		2.54	%
					50,000		2.54	%
					50,000		2.54	%
					50,000		2.43	%
					50,000		2.29	%
					50,000		2.29	%
					30,000		2.54	%
					25,000		2.30	%
Total $'s / Average Rate	$	400,000	3.00	%	$	800,000	2.38	%

Effects of Derivative Instruments on Income (Loss) and Other Comprehensive Income (Loss) for the three-month periods ended September 29, 2013 and September 30, 2012:



(In thousands)	Amount of Gain (Loss) Recognized in Accumulated OCI on Derivatives (Effective Portion)					Amount and Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)						Amount and Location of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion)
Derivatives designated as Cash Flow Hedging Relationships	Three months ended			Three months ended			Three months ended		Three months ended				Three months ended		Three months ended
Derivatives designated as Cash Flow Hedging Relationships	9/29/13			9/30/12			9/29/13		9/30/12				9/29/13		9/30/12
Interest rate swaps	$	(5,483	)	$	438	Interest Expense	$	—	$	(2,990	)	Net effect of swaps	$	—	$	—

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(In thousands)	Amount and Location of Gain (Loss) Recognized in Income on Derivative
Derivatives not designated as Cash Flow Hedging Relationships		Three months ended		Three months ended
		9/29/13		9/30/12
Interest rate swaps ⁽¹⁾	Net effect of swaps	609		—
		$	609	$	—


(1)	The May 2011 interest rate swaps were de-designated in March 2013. The Combination Swaps were de-designated in July 2013.

During the quarter ended September 29, 2013, in addition to gains of $0.6 million recognized in income on the derivatives not designated as cash flow hedges (as noted in the tables above), $2.0 million of expense representing the regular amortization of amounts in AOCI was recorded in the condensed consolidated statements of operations for the quarter. The effect of these amounts resulted in a charge to earnings of $1.4 million recorded in “Net effect of swaps.”

For the three-month period ended September 30, 2012, $0.2 million of income representing the amortization of amounts in AOCI was recorded in “Net effect of swaps” in the condensed consolidated statements of operations. The effect of this amortization resulted in a benefit to earnings of $0.2 million recorded in “Net effect of swaps.”

Effects of Derivative Instruments on Income (Loss) and Other Comprehensive Income (Loss) for the nine-month periods ended September 29, 2013 and September 30, 2012:



(In thousands)	Amount of Gain (Loss) Recognized in Accumulated OCI on Derivatives (Effective Portion)						Amount and Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)							Amount and Location of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion)
Derivatives designated as Cash Flow Hedging Relationships	Nine months ended			Nine months ended				Nine months ended			Nine months ended				Nine months ended		Nine months ended
Derivatives designated as Cash Flow Hedging Relationships	9/29/13			9/30/12				9/29/13			9/30/12				9/29/13		9/30/12
Interest rate swaps	$	(3,217	)	$	(2,308	)	Interest Expense	$	(2,797	)	$	(9,004	)	Net effect of swaps	$	3,703	$	—



(In thousands)	Amount and Location of Gain (Loss) Recognized in Income on Derivative
Derivatives not designated as Cash Flow Hedging Relationships		Nine months ended		Nine months ended
		9/29/13		9/30/12
Cross-currency swaps⁽¹⁾	Net effect of swaps	$	—	$	(4,999	)
Foreign currency swaps	Net effect of swaps	—		6,278
Interest rate swaps ⁽²⁾	Net effect of swaps	130		—
		$	130	$	1,279


(1)	The cross-currency swaps became ineffective and were de-designated in August 2009.


(2)	The May 2011 interest rate swaps were de-designated in March 2013. The Combination Swaps were de-designated in July 2013.

During the nine-month period ended September 29, 2013, in addition to the $3.7 million gain recognized in income on the ineffective portion of derivatives and $0.1 million gain on the derivatives not designated as cash flow hedges (as noted in the tables above), $7.8 million of expense related to the write off of OCI balances on our May 2011 swaps and $4.3 million of expense representing the regular amortization of amounts in AOCI was recorded in the condensed consolidated statements of operations for the period. The effect of these amounts resulted in a charge to earnings of $8.3 million recorded in “Net effect of swaps.”

For the nine-month period ended September 30, 2012, in addition to the $1.3 million gain recognized in income on the ineffective portion of derivatives noted in the tables above, $0.2 million of expense representing the amortization of amounts in AOCI for the swaps and $0.2 million of foreign currency gain in the period related to the U.S. dollar denominated Canadian term loan were

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recorded in “Net effect of swaps” in the condensed consolidated statements of operations. The net effect of these amounts resulted in a benefit to earnings of $1.3 million recorded in “Net effect of swaps.”

Effects of Derivative Instruments on Income (Loss) and Other Comprehensive Income (Loss) for the twelve-month periods ended September 29, 2013 and September 30, 2012:



(In thousands)	Amount of Gain (Loss) Recognized in Accumulated OCI on Derivatives (Effective Portion)						Amount and Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)							Amount and Location of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion)
Derivatives designated as Cash Flow Hedging Relationships	Twelve months ended			Twelve months ended				Twelve months ended			Twelve months ended				Twelve months ended		Twelve months ended
Derivatives designated as Cash Flow Hedging Relationships	9/29/13			9/30/12				9/29/13			9/30/12				9/29/13		9/30/12
Interest rate swaps	$	(769	)	$	(873	)	Interest Expense	$	(5,820	)	$	(12,027	)	Net effect of swaps	$	3,703	$	4,797



(In thousands)	Amount and Location of Gain (Loss) Recognized in Income on Derivative
Derivatives not designated as Cash Flow Hedging Relationships		Twelve months ended		Twelve months ended
		9/29/13		9/30/12
Cross-currency swaps ⁽¹⁾	Net effect of swaps	—		(4,483		)
Foreign currency swaps	Net effect of swaps	—		10,129
Interest rate swaps ⁽²⁾	Net effect of swaps	$	130	$	—
		$	130	$	5,646


(1)	The cross-currency swaps became ineffective and were de-designated in August 2009.


(2)	The May 2011 interest rate swaps were de-designated in March 2013. The Combination Swaps were de-designated in July 2013.

In addition to the $3.7 million gain recognized in income on the ineffective portion of derivatives and $0.1 million gain recognized in income on the ineffective portion of derivatives not designated as cash flow hedges (as noted in the tables above), $7.8 million of expense related to the write off of OCI balances on our May 2011 swaps and $4.1 million of expense representing the amortization of amounts in AOCI for the swaps was recorded during the trailing twelve months ended September 29, 2013 in the condensed consolidated statements of operations. The net effect of these amounts resulted in a charge to earnings for the trailing twelve month period of $8.1 million recorded in “Net effect of swaps.”

For the twelve-month period ending September 30, 2012, in addition to the $4.8 million gain recognized in income on the ineffective portion of derivatives designated as derivatives and $5.6 million of gain recognized in income on the ineffective portion of derivatives not designated as derivatives noted in the tables above, $0.1 million of income representing the amortization of amounts in AOCI for the swaps and a $0.4 million foreign currency gain in the twelve month period related to the U.S. dollar denominated Canadian term loan was recorded during the trailing twelve months ended September 30, 2012 in the condensed consolidated statements of operations. The net effect of these amounts resulted in a benefit to earnings for the trailing twelve month period of $10.9 million recorded in “Net effect of swaps.”

(7) Fair Value Measurements:

The FASB Accounting Standards Codification (ASC) relating to fair value measurements emphasizes that fair value is a market-based measurement that should be determined based on assumptions (inputs) that market participants would use in pricing an asset or liability. Inputs may be observable or unobservable, and valuation techniques used to measure fair value should maximize the use of relevant observable inputs and minimize the use of unobservable inputs. Accordingly, the FASB’s ASC establishes a hierarchal disclosure framework that ranks the quality and reliability of information used to determine fair values. The hierarchy is associated with the level of pricing observability utilized in measuring fair value and defines three levels of inputs to the fair value measurement process—quoted prices are the most reliable valuation inputs, whereas model values that include inputs based on unobservable data are the least reliable. Each fair value measurement must be assigned to a level corresponding to the lowest level input that is significant to the fair value measurement in its entirety.

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The three broad levels of inputs defined by the fair value hierarchy are as follows:


•	Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.


•	Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.


•	Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The table below presents the balances of assets and liabilities measured at fair value as of September 29, 2013, December 31, 2012, and September 30, 2012 on a recurring basis:



	Total			Level 1		Level 2			Level 3
September 29, 2013
(In thousands)
Interest rate swap agreements⁽¹⁾	$	(5,483	)	$	—	$	(5,483	)	$	—
Interest rate swap agreements⁽²⁾	(26,163		)	—		(26,163		)	—
Net derivative liability	$	(31,646	)	$	—	$	(31,646	)	$	—

December 31, 2012
Interest rate swap agreements⁽¹⁾	$	(32,260	)	$	—	$	(32,260	)	$	—
Net derivative liability	$	(32,260	)	$	—	$	(32,260	)	$	—

September 30, 2012
Interest rate swap agreements ⁽¹⁾	$	(34,708	)	$	—	$	(34,708	)	$	—
Net derivative liability	$	(34,708	)	$	—	$	(34,708	)	$	—


(1)	Designated as cash flow hedges and are included in “Derivative Liability” on the Unaudited Condensed Consolidated Balance Sheet


(2)	Not designated as cash flow hedges and are included in "Derivative Liability" on the Unaudited Condensed Consolidated Balance Sheet

Fair values of the interest rate swap agreements are determined using significant inputs, including the LIBOR forward curves, that are considered Level 2 observable market inputs. In addition, the Partnership considered the effect of its credit and non-performance risk on the fair values provided, and recognized an adjustment decreasing the net derivative liability by approximately $0.9 million as of September 29, 2013.

The carrying value of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximates fair value because of the short maturity of these instruments.

There were no assets measured at fair value on a non-recurring basis at September 29, 2013 or September 30, 2012, except for as described below.

At the end of the third quarter in 2012, the Partnership concluded based on operating results, as well as updated forecasts, and changes in market conditions, that a review of the carrying value of long-lived assets at Wildwater Kingdom was warranted. After performing its review, the Partnership determined that a portion of the park's fixed assets were impaired. Based on Level 3 unobservable valuation assumptions and other market inputs, the assets were marked to a fair value of $19.8 million, resulting in an impairment charge of $25.0 million during the quarter.

The fair value of term debt at September 29, 2013 was approximately $627.6 million based on borrowing rates currently available to the Partnership on long-term debt with similar terms and average maturities. The fair value of the Partnership's notes at September 29, 2013 was approximately $922.0 million based on public trading levels as of that date. The fair value of the term debt was based on Level 2 inputs and the notes were based on Level 1 inputs.

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(8) Earnings per Unit:

Net income per limited partner unit is calculated based on the following unit amounts:



	Three months ended				Nine months ended				Twelve months ended
	9/29/2013		9/30/2012		9/29/2013		9/30/2012		9/29/2013		9/30/2012
	(In thousands except per unit amounts)
Basic weighted average units outstanding	55,485		55,611		55,472		55,473		55,460		55,440
Effect of dilutive units:
Unit options and restricted unit awards	189		45		146		42		120		31
Phantom units	189		336		185		333		224		416
Diluted weighted average units outstanding	55,863		55,992		55,803		55,848		55,804		55,887
Net income per unit - basic	$	3.43	$	2.54	$	2.32	$	2.02	$	2.13	$	1.91
Net income per unit - diluted	$	3.41	$	2.52	$	2.31	$	2.01	$	2.12	$	1.89

The effect of unit options on the three, nine and twelve months ended September 29, 2013, had they not been out of the money or antidilutive, would have been zero, 7,000, and 4,000 units, respectively. The effect of out-of-the-money and/or antidilutive unit options on the three, nine and twelve months ended September 30, 2012, had they not been out of the money or antidilutive, would have been 66,000, 34,000 and 36,000 units, respectively.

(9) Income and Partnership Taxes:

Under the applicable accounting rules, income taxes are recognized for the amount of taxes payable by the Partnership’s corporate subsidiaries for the current year and for the impact of deferred tax assets and liabilities, which represent future tax consequences of events that have been recognized differently in the financial statements than for tax purposes. The income tax provision (benefit) for interim periods is determined by applying an estimated annual effective tax rate to the quarterly income (loss) of the Partnership’s corporate subsidiaries. In addition to income taxes on its corporate subsidiaries, the Partnership pays a publicly traded partnership tax (PTP tax) on partnership-level gross income (net revenues less cost of food, merchandise and games). As such, the Partnership’s total provision (benefit) for taxes includes amounts for both the PTP tax and for income taxes on its corporate subsidiaries.

As of the third quarter of 2013 the Partnership has recorded $1.1 million of unrecognized tax benefits including interest and/or penalties related to state and local tax filing positions. The Partnership recognizes interest and/or penalties related to unrecognized tax benefits in the income tax provision. The Partnership does not anticipate that the balance of the unrecognized tax benefit will change significantly over the next 12 months.

(10) Contingencies:

The Partnership is a party to a number of lawsuits arising in the normal course of business. In the opinion of management, none of these matters is expected to have a material effect in the aggregate on the Partnership's financial statements.

(11) Restatement:

The Partnership has made the following correction relating to its use of the composite depreciation method.

This correction, which impacts the Balance Sheet at September 30, 2012 and the Statement of Operations and Other Comprehensive Income for the three-, nine-, and twelve-month periods ended September 30, 2012, reflects a subsequent determination that a disposition from the Partnership's composite group of assets was considered to be unusual. In certain situations under the composite method, disposals are considered unusual and, accordingly, losses are not included in the composite depreciation pool but are rather charged immediately to expense. In 2013, the Partnership's initial determination of whether a specific asset retired under the composite method of depreciation in 2011 was normal, was reviewed in connection with a response to an SEC comment letter. The Partnership ultimately concluded that such disposition was unusual and that an $8.8 million charge should be reflected in the 2011 financial statements.

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The tables below reflect the impact on the financial statements of the correction as described above.



Balance Sheet
(In thousands)	9/30/2012
Accumulated depreciation
As filed	$	(1,175,744	)
Correction	(7,845		)
As restated	$	(1,183,589	)
Total assets
As filed	$	2,089,837
Correction	(7,845		)
As restated	$	2,081,992
Deferred Tax Liability
As filed	$	143,094
Correction	(2,981		)
As restated	$	140,113
Limited Partners' Equity
As filed	$	212,797
Correction	(4,864		)
As restated	$	207,933

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Statements of Operations and Other Comprehensive Income
(In thousands except per unit amounts)	Three months ended			Nine months ended			Twelve months ended
	9/30/2012			9/30/2012			9/30/2012
Depreciation and amortization
As filed	$	60,747		$	113,156		$	128,136
Correction	(524		)	(945		)	(945		)
As restated	$	60,223		$	112,211		$	127,191
Loss (gain) on impairment / retirement of fixed assets, net
As filed	$	25,000		$	24,230		$	25,719
Correction	—			—			8,790
As restated	$	25,000		$	24,230		$	34,509
Income (loss) before tax
As filed	$	192,401		$	152,990		$	141,606
Correction	524			945			(7,845		)
As restated	$	192,925		$	153,935		$	133,761
Provision (benefit) for taxes
As filed	$	51,713		$	41,395		$	30,839
Correction	199			359			(2,981		)
As restated	$	51,912		$	41,754		$	27,858
Net income (loss)
As filed	$	140,688		$	111,595		$	110,767
Correction	325			586			(4,864		)
As restated	$	141,013		$	112,181		$	105,903

Basic earnings per limited partner unit:
As filed	$	2.53		$	2.01		$	2.00
Correction	0.01			0.01			(0.09		)
As restated	$	2.54		$	2.02		$	1.91

Diluted earnings per limited partner unit:
As filed	$	2.51		$	2.00		$	1.98
Correction	0.01			0.01			(0.09		)
As restated	$	2.52		$	2.01		$	1.89

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(12) Changes in Accumulated Other Comprehensive Income (Loss) by Component:

The following tables reflect the changes in Accumulated Other Comprehensive Income (Loss) related to limited partners' equity for the three-, nine-, and twelve-month periods ended September 29, 2013:



	Changes in Accumulated Other Comprehensive Income by Component ⁽¹⁾
(In thousands)
		Gains and Losses
		on Cash Flow Hedges			Foreign Currency Items
								Total
Balance at June 30, 2013		$	(15,185	)	$	(858	)	$	(16,043	)

Other comprehensive income before reclassifications		(4,440		)	(699		)	(5,139		)

Amounts reclassified from accumulated other comprehensive income ⁽²⁾		1,679			—			1,679

Net current-period other comprehensive income		(2,761		)	(699		)	(3,460		)

September 29, 2013		$	(17,946	)	$	(1,557	)	$	(19,503	)

(1) All amounts are net of tax. Amounts in parentheses indicate debits.

(2) See Reclassifications Out of Accumulated Other Comprehensive Income table below for reclassification details.



	Changes in Accumulated Other Comprehensive Income by Component ⁽¹⁾
(In thousands)
		Gains and Losses
		on Cash Flow Hedges			Foreign Currency Items
								Total
Balance at December 31, 2012		$	(25,749	)	$	(2,751	)	$	(28,500	)

Other comprehensive income before reclassifications		(2,500		)	1,194			(1,306		)

Amounts reclassified from accumulated other comprehensive income ⁽²⁾		10,303			—			10,303

Net current-period other comprehensive income		7,803			1,194			8,997

September 29, 2013		$	(17,946	)	$	(1,557	)	$	(19,503	)

(1) All amounts are net of tax. Amounts in parentheses indicate debits.

(2) See Reclassifications Out of Accumulated Other Comprehensive Income table below for reclassification details.

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Changes in Accumulated Other Comprehensive Income by Component ⁽¹⁾

(In thousands)

Gains and Losses

on Cash Flow Hedges

Foreign Currency Items