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

10-Q

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 March 27, 2016



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.

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 May 1, 2016
Units Representing Limited Partner Interests		56,068,506

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CEDAR FAIR, L.P.

INDEX

FORM 10 - Q




Part I - Financial Information

Item 1.	Financial Statements	3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29

Item 4.	Controls and Procedures	30

Part II - Other Information

Item 1.	Legal Proceedings	30

Item 1A.	Risk Factors	30

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31

Item 6.	Exhibits	31

Signatures		32

Index to Exhibits		33

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)



	3/27/2016			12/31/2015			3/29/2015
ASSETS
Current Assets:
Cash and cash equivalents	$	64,551		$	119,557		$	19,725
Receivables	33,914			29,494			24,125
Inventories	38,455			25,029			37,369
Prepaid advertising	18,929			1,521			18,268
Other current assets	8,989			8,425			8,759
	164,838			184,026			108,246
Property and Equipment:
Land	270,534			267,782			270,244
Land improvements	382,791			381,191			370,315
Buildings	650,581			647,514			595,688
Rides and equipment	1,575,003			1,561,234			1,540,227
Construction in progress	87,833			50,962			85,146
	2,966,742			2,908,683			2,861,620
Less accumulated depreciation	(1,396,588		)	(1,393,805		)	(1,303,356		)
	1,570,154			1,514,878			1,558,264
Goodwill	214,708			210,811			219,883
Other Intangibles, net	36,655			35,895			36,983
Other Assets	17,405			17,410			18,682
	$	2,003,760		$	1,963,020		$	1,942,058
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	4,050		$	2,475		$	—
Accounts payable	34,092			17,122			38,265
Deferred revenue	105,256			69,514			92,664
Accrued interest	11,360			9,910			12,056
Accrued taxes	10,563			41,937			10,159
Accrued salaries, wages and benefits	22,441			26,916			26,111
Self-insurance reserves	24,252			23,996			22,785
Current derivative liability	—			—			9,989
Distribution payable	46,314			—			—
Other accrued liabilities	7,196			6,801			11,486
	265,524			198,671			223,515
Deferred Tax Liability	138,948			129,763			112,298
Derivative Liability	27,855			22,918			19,252
Other Liabilities	12,388			17,983			15,351
Long-Term Debt:
Revolving credit loans	65,000			—			57,000
Term debt	597,309			598,346			599,145
Notes	938,542			938,330			936,689
	1,600,851			1,536,676			1,592,834
Commitments and Contingencies (Note 10)
Partners’ Equity:
Special L.P. interests	5,290			5,290			5,290
General partner	—			—			—
Limited partners, 56,069, 56,018 and 55,952 units outstanding at March 27, 2016, December 31, 2015 and March 29, 2015, respectively	(43,361		)	48,428			(20,627		)
Accumulated other comprehensive income (loss)	(3,735		)	3,291			(5,855		)
	(41,806		)	57,009			(21,192		)
	$	2,003,760		$	1,963,020		$	1,942,058

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
	3/27/2016			3/29/2015
Net revenues:
Admissions	$	28,660		$	22,783
Food, merchandise and games	21,767			17,944
Accommodations, extra-charge products and other	8,011			6,090
	58,438			46,817
Costs and expenses:
Cost of food, merchandise, and games revenues	6,237			5,588
Operating expenses	84,604			78,130
Selling, general and administrative	25,612			25,818
Depreciation and amortization	5,191			4,011
Loss on impairment / retirement of fixed assets, net	2,612			2,903
	124,256			116,450
Operating loss	(65,818		)	(69,633		)
Interest expense	19,787			20,532
Net effect of swaps	1,842			(116		)
Unrealized/realized foreign currency (gain) loss	(19,561		)	38,218
Interest income	(18		)	(40		)
Loss before taxes	(67,868		)	(128,227		)
Benefit for taxes	(19,382		)	(44,394		)
Net loss	(48,486		)	(83,833		)
Net loss allocated to general partner	—			(1		)
Net loss allocated to limited partners	$	(48,486	)	$	(83,832	)

Net loss	$	(48,486	)	$	(83,833	)
Other comprehensive income (loss), (net of tax):
Cumulative foreign currency translation adjustment	(4,395		)	7,214
Unrealized loss on cash flow hedging derivatives	(2,631		)	(2,439		)
Other comprehensive income (loss), (net of tax)	(7,026		)	4,775
Total comprehensive loss	$	(55,512	)	$	(79,058	)
Basic loss per limited partner unit:
Weighted average limited partner units outstanding	55,877			55,820
Net loss per limited partner unit	$	(0.87	)	$	(1.50	)
Diluted loss per limited partner unit:
Weighted average limited partner units outstanding	55,877			55,820
Net loss per limited partner unit	$	(0.87	)	$	(1.50	)

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

(In thousands)



	Three months ended
	3/27/2016			3/29/2015
Limited Partnership Units Outstanding
Beginning balance	56,018			55,828
Limited partnership unit options exercised	7			8
Limited partnership unit forfeitures	—			(1		)
Issuance of limited partnership units as compensation	44			117
	56,069			55,952
Limited Partners’ Equity
Beginning balance	$	48,428		$	101,556
Net loss	(48,486		)	(83,832		)
Partnership distribution declared ($0.825 and $0.75 per limited partnership unit)	(46,314		)	(42,052		)
Expense recognized for limited partnership unit options	5			223
Tax effect of units involved in treasury unit transactions	(1,549		)	(1,299		)
Issuance of limited partnership units as compensation	4,555			4,777
	(43,361		)	(20,627		)
General Partner’s Equity
Beginning balance	—			1
Net income	—			(1		)
	—			—
Special L.P. Interests	5,290			5,290
Accumulated Other Comprehensive Income (Loss)
Cumulative foreign currency translation adjustment:
Beginning balance	22,591			5,936
Period activity, net of tax $2,520 and ($4,147)	(4,395		)	7,214
	18,196			13,150
Unrealized loss on cash flow hedging derivatives:
Beginning balance	(19,300		)	(16,566		)
Period activity, net of tax $464 and $477	(2,631		)	(2,439		)
	(21,931		)	(19,005		)
	(3,735		)	(5,855		)
Total Partners’ Equity	$	(41,806	)	$	(21,192	)

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)



	Three months ended
	3/27/2016			3/29/2015
CASH FLOWS FOR OPERATING ACTIVITIES
Net loss	$	(48,486	)	$	(83,833	)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation and amortization	5,191			4,011
Non-cash foreign currency (gain) loss on debt	(19,812		)	37,701
Other non-cash expenses	9,525			9,363
Net change in working capital	(19,917		)	(25,208		)
Net change in other assets/liabilities	5,657			(2,283		)
Net cash for operating activities	(67,842		)	(60,249		)
CASH FLOWS FOR INVESTING ACTIVITIES
Capital expenditures	(52,221		)	(59,730		)
Purchase of preferred equity investment	—			(2,000		)
Net cash for investing activities	(52,221		)	(61,730		)
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings on revolving credit loans	65,000			57,000
Distributions paid to partners	—			(42,052		)
Tax effect of units involved in treasury unit transactions	(1,549		)	(1,299		)
Net cash from financing activities	63,451			13,649
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	1,606			(3,785		)
CASH AND CASH EQUIVALENTS
Net decrease for the period	(55,006		)	(112,115		)
Balance, beginning of period	119,557			131,840
Balance, end of period	$	64,551		$	19,725
SUPPLEMENTAL INFORMATION
Cash payments for interest expense	$	18,123		$	18,343
Interest capitalized	788			945
Cash payments for income taxes, net of refunds	2,834			297
Capital expenditures in accounts payable	4,809			8,187

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 MARCH 27, 2016 AND MARCH 29, 2015

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 seasonal nature of the Partnership's amusement and water park operations, the results for any interim period may not be indicative of the results expected for the full fiscal year.

(1) Significant Accounting and Reporting Policies:

The Partnership’s unaudited condensed consolidated financial statements for the periods ended March 27, 2016 and March 29, 2015 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, 2015, which were included in the Form 10-K filed on February 26, 2016. 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 referred to above.

Adopted Accounting Pronouncements

In April 2015, the FASB issued Accounting Standards Update No. 2015-03, Simplifying the Presentation of Debt Issuance Costs ("ASU 2015-03"). The amendments in ASU 2015-03 require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct reduction from the carrying value of the corresponding debt liability, consistent with debt discounts. This ASU requires retrospective adoption and is effective for annual and interim periods beginning after December 15, 2015. The adoption of ASU 2015-03 did not have an impact on our unaudited condensed consolidated statements of operations or unaudited condensed consolidated statements of cash flows. The impact of the adoption of this guidance resulted in the reclassification of the unamortized debt issuance cost amounts, from other assets to long-term debt on the unaudited condensed consolidated balance sheets for the prior periods, of $19.7 million and $23.0 million at December 31, 2015 and March 29, 2015, respectively.

In November 2015, the FASB issued Accounting Standards Update No. 2015-17, Balance Sheet Classification of Deferred Taxes ("ASU 2015-17"). The amendments in ASU 2015-17 require that deferred tax assets and liabilities be classified as non-current in the Consolidated Balance Sheet. This ASU is effective for fiscal years beginning after December 15, 2016 and for interim periods within those fiscal years, with early adoption permitted. The guidance may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. We adopted this guidance early and applied retrospective treatment. The impact of the adoption of this guidance resulted in the reclassification of the current deferred tax assets to net against the deferred tax liability on the consolidated balance sheets, which reduced both current deferred tax asset and deferred tax liability for the prior periods by $12.2 million and $40.8 million at December 31, 2015 and March 29, 2015, respectively.

New Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"). The amendments in ASU 2014-09 provide for a single, principles-based model for revenue recognition that replaces the existing revenue recognition guidance. ASU 2014-09 is effective for annual and interim periods beginning on or after December 15, 2017 and will replace most existing revenue recognition guidance under U.S. GAAP when it becomes effective. It permits the use of either a retrospective or cumulative effect transition method and early adoption is not permitted. The Partnership has not yet selected a transition method and is in the process of evaluating the effect this standard will have on the consolidated financial statements and related disclosures.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases ("ASU 2016-02"). The amendments in ASU 2016-02 provide that most leases will now be recorded on the balance sheet. ASU 2016-02 is effective for annual and interim periods beginning on or after January 1, 2019 and will replace most existing lease guidance under U.S. GAAP when it becomes effective. It requires a modified transition method for existing leases and the guidance applies to earliest period presented in the financial statements. The Partnership is in the process of evaluating the effect this standard will have on the consolidated financial statements and related disclosures.

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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-use products are recognized over the estimated number of uses expected for each type of product and are adjusted periodically during the operating season prior to the ticket or product expiration, which occurs no later than the close of the operating season or December 31 each year, (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. Revenues on multi-use products for the next operating season are deferred in the year received and recognized as revenue in the following operating season.

(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.

(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. As of March 27, 2016, there were no indicators of impairment. The Partnership's annual testing date is the first day of the fourth quarter.

There were no impairments for any period presented.

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A summary of changes in the Partnership’s carrying value of goodwill for the three months ended March 27, 2016 and March 29, 2015 is as follows:



(In thousands)	Goodwill (gross)			Accumulated Impairment Losses			Goodwill (net)
Balance at December 31, 2015	$	290,679		$	(79,868	)	$	210,811
Foreign currency translation	3,897			—			3,897
Balance at March 27, 2016	$	294,576		$	(79,868	)	$	214,708

Balance at December 31, 2014	$	308,159		$	(79,868	)	$	228,291
Foreign currency translation	(8,408		)	—			(8,408		)
Balance at March 29, 2015	$	299,751		$	(79,868	)	$	219,883

At March 27, 2016, December 31, 2015, and March 29, 2015 the Partnership’s other intangible assets consisted of the following:



March 27, 2016	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value
(In thousands)
Other intangible assets:
Trade names	$	35,760	$	—	$	35,760
License / franchise agreements	1,444		549		895
Total other intangible assets	$	37,204	$	549	$	36,655

December 31, 2015
(In thousands)
Other intangible assets:
Trade names	$	35,208	$	—	$	35,208
License / franchise agreements	1,067		380		687
Total other intangible assets	$	36,275	$	380	$	35,895

March 29, 2015
(In thousands)
Other intangible assets:
Trade names	$	36,492	$	—	$	36,492
License / franchise agreements	816		325		491
Total other intangible assets	$	37,308	$	325	$	36,983

Amortization expense of other intangible assets is expected to be immaterial going forward.

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(5) Long-Term Debt:

Long-term debt as of March 27, 2016, December 31, 2015, and March 29, 2015:



($'s in thousands)	March 27, 2016		December 31, 2015		March 29, 2015

Revolving credit facility (due 2018)	$	65,000	$	—	$	57,000
Term debt ⁽¹⁾
March 2013 U.S. term loan averaging 3.25% (due 2013-2020)	608,850		608,850		608,850
Notes
June 2014 U.S. fixed rate note at 5.375% (due 2024)	450,000		450,000		450,000
March 2013 U.S. fixed rate note at 5.25% (due 2021)	500,000		500,000		500,000
	1,623,850		1,558,850		1,615,850
Less: current portion	4,050		2,475		—
	1,619,800		1,556,375		1,615,850
Less: deferred financing fees	18,949		19,699		23,016
	$	1,600,851	$	1,536,676	$	1,592,834

⁽¹⁾The average interest rate does not reflect the effect of interest rate swap agreements (see Note 6).

In June of 2014, the Partnership issued $450 million of 5.375% senior unsecured notes ("June 2014 notes"), maturing in 2024. The net proceeds from the offering of the June 2014 notes were used to redeem in full all of the Partnership’s $405 million of 9.125% July 2010 senior unsecured notes that were scheduled to mature in 2018 (and which included $5.6 million of Original Issue Discount ("OID") to yield 9.375%), to satisfy and discharge the indenture governing the notes that were redeemed and for general corporate purposes.

The Partnership's June 2014 notes pay interest semi-annually in June and December, with the principal due in full on June 1, 2024. Prior to June 1, 2017, up to 35% of the notes may be redeemed with the net cash proceeds of certain equity offerings at a price equal to 105.375% together with accrued and unpaid interest. The notes may be redeemed, in whole or in part, at any time prior to June 1, 2019 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.

In March 2013, the Partnership issued $500 million of 5.25% senior unsecured notes ("March 2013 notes"), maturing in 2021. The Partnership's March 2013 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, 2017 at a price equal to 103.938% of the principal amount of the notes redeemed, together with accrued and unpaid interest, if any, to the redemption date. The notes may be redeemed after this date, in whole or in part, at various prices depending on the date redeemed.

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 an interest rate of LIBOR ("London InterBank Offering Rate") plus 250 bps with a LIBOR floor of 75 bps. The term loan amortizes at $6.3 million annually and allows interest to be paid on a 30-, 60-, or 90-day basis. The Partnership is currently paying interest on a 30-day basis. 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 38 bps per annum on the unused portion of the credit facilities.

The 2013 Credit Agreement includes two Financial Condition Covenants, which if breached for any reason and not cured, could result in an event of default. At the end of the first quarter of 2016, the first of these, the Consolidated Leverage Ratio, was set at

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a maximum of 5.75x consolidated total debt (excluding the revolving debt)-to-consolidated EBITDA. This required ratio decreased by 0.25x at the beginning of the second quarter of 2015 and will decrease each second quarter until it reaches 5.25x. The second of these required ratios, the Consolidated Fixed Charge Coverage Ratio, is set at a minimum of 1.1x (consolidated total fixed charges-to-consolidated EBITDA). As of March 27, 2016, the Partnership was in compliance with these Financial Condition Covenants and all other covenants under the 2013 Credit Agreement.

The Partnership is allowed to make Restricted Payments, as defined in the 2013 Credit Agreement, of up to $60 million annually, so long as no default or event of default has occurred and is continuing and so long as the Partnership would be in compliance with certain financial ratios after giving effect to the payments. 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. Pursuant to the terms of the indentures governing the Partnership's June 2014 and March 2013 notes, the Partnership can make Restricted Payments of $60 million annually so long as no default or event of default has occurred and is continuing, and our ability to make additional Restricted Payments in 2016 and beyond is permitted should the Partnership's pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio be less than or equal to 5.00x.

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 interest rate risk. By utilizing a derivative instrument to hedge our exposure to LIBOR rate changes, the Partnership is exposed to counterparty credit risk, in particular 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 the first quarter of 2016, the Partnership amended each of its four interest rate swap agreements to extend each of the maturities by two years to December 31, 2020, and to fix LIBOR at a rate of 2.64%. As a result of the amendments, the previously existing interest rate swap agreements were de-designated and the amounts recorded in AOCI will be amortized into earnings through the original December 2018 maturity. The newly amended interest rate swap agreements are not designated as hedging instruments. There were no other changes to the terms of the agreements beyond those disclosed.

Fair Value of Derivative Instruments and the Classification 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	March 27, 2016			December 31, 2015			March 29, 2015
Derivatives designated as hedging instruments:
Interest rate swaps	Derivative Liability	$	—		$	(22,918	)	$	(19,252	)
Total derivatives designated as hedging instruments		$	—		$	(22,918	)	$	(19,252	)
Derivatives not designated as hedging instruments:
Interest rate swaps	Current Derivative Liability	$	—		$	—		$	(9,989	)
Interest rate swaps	Derivative Liability	$	(27,855	)	$	—		$	—
Total derivatives not designated as hedging instruments		$	(27,855	)	$	—		$	(9,989	)
Net derivative liability		$	(27,855	)	$	(22,918	)	$	(29,241	)

Derivatives Designated as Hedging Instruments

Changes in fair value of highly effective hedges are recorded as a component of accumulated other comprehensive income in the consolidated balance sheets. Any ineffectiveness is recognized immediately in income. Amounts recorded as a component of accumulated other comprehensive income are reclassified into earnings in the same period the forecasted transactions affect earnings. As a result of the first quarter of 2016 amendments, the previously existing interest rate swap agreements were de-designated and the newly amended interest rate swap agreements are not designated as hedging instruments. As of March 27, 2016 we have no designated derivatives and thus no amounts for designated derivatives that are forecasted to be reclassified into earnings in the next twelve months.

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Derivatives Not Designated as Hedging Instruments

Certain interest rate swap contracts were deemed ineffective in prior years and no longer qualified for hedge accounting. As a result of discontinued hedge accounting, the instruments are prospectively adjusted to fair value each reporting period through "Net effect of swaps" on the consolidated statements of operations and comprehensive income. The amounts that were previously recorded as a component of accumulated other comprehensive income prior to the de-designation are reclassified to earnings and a corresponding realized gain or loss will be recognized when the forecasted cash flow occurs. As a result of the first quarter 2016 amendments, the previously existing interest rate swap agreements were de-designated and the amounts previously recorded in AOCI will be amortized into earnings through the original December 2018 maturity. As of March 27, 2016, approximately $26.0 million of losses remain in accumulated comprehensive income related to the effective cash flow hedge contracts prior to de-designation, $9.5 million of which will be reclassified to earnings within the next twelve months.

Effects of Derivative Instruments on Income (Loss) and Other Comprehensive Income (Loss) for the three-month periods ended March 27, 2016 and March 29, 2015:



($'s in thousands):	Amount of (Loss) recognized in OCI on Derivatives (Effective Portion)						Amount and Location of (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)						Amount and Location of Gain (Loss) Recognized in Income on Derivatives
Designated Derivatives	Three months ended 3/27/2016			Three months ended 3/29/2015			Designated Derivatives	Three months ended 3/27/2016			Three months ended 3/29/2015		Derivatives Not Designated	Three months ended 3/27/2016			Three months ended 3/29/2015
Interest rate swaps	$	(4,671	)	$	(4,602	)	Interest Expense	$	(851	)	$	—	Net effect of swaps	$	(265	)	$	1,802

During the quarter ended March 27, 2016, the Partnership recognized $0.3 million in income for the loss on the derivatives not designated as cash flow hedges and $1.6 million of expense representing the regular amortization of amounts in AOCI. The effect of these amounts resulted in a charge to earnings of $1.8 million recorded in “Net effect of swaps.”

During the quarter ended March 29, 2015, the Partnership recognized $1.8 million in income for the gain on the derivatives not designated as cash flow hedges and $1.7 million of expense representing the amortization of amounts in AOCI. The effect of these amounts resulted in a benefit to earnings of $0.1 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.

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.

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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 March 27, 2016, December 31, 2015, and March 29, 2015 on a recurring basis as well as the fair values of other financial instruments:



(In thousands)	Condensed Consolidated	Fair Value	March 27, 2016				December 31, 2015				March 29, 2015
(In thousands)	Balance Sheet Location	Hierarchy Level	Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value
Financial assets (liabilities) measured on a recurring basis:
Interest rate swap agreements not designated as cash flow hedges	Current derivative liability	Level 2	—		—		—		—		(9,989	)	(9,989	)
Interest rate swap agreements not designated as cash flow hedges	Derivative Liability	Level 2	(27,855	)	(27,855	)	—		—		—		—
Interest rate swap agreements designated as cash flow hedges	Derivative Liability	Level 2	—		—		(22,918	)	(22,918	)	(19,252	)	(19,252	)
Other financial assets (liabilities):
Term debt	Long-Term Debt⁽¹⁾	Level 2	(604,800	)	(604,800	)	(606,375	)	(605,806	)	(608,850	)	(610,372	)
March 2013 notes	Long-Term Debt⁽¹⁾	Level 1	(500,000	)	(518,750	)	(500,000	)	(501,250	)	(500,000	)	(513,750	)
June 2014 notes	Long-Term Debt⁽¹⁾	⁽²⁾	(450,000	)	(464,625	)	(450,000	)	(451,125	)	(450,000	)	(460,125	)


(1)	Carrying values of Long-Term debt balances are before reductions for deferred financing fee amounts of $18.9 million, $19.7 million, and $23.0 million as of March 27, 2016, December 31, 2015, and March 29, 2015.


(2)	The June 2014 notes were based on Level 1 inputs as of both March 27, 2016 and December 31, 2015 and Level 2 inputs as of March 29, 2015.

Fair values of the interest rate swap agreements are determined using significant inputs, including the LIBOR forward curves, which 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 $1.1 million as of March 27, 2016, $0.8 million as of December 31, 2015, and $0.6 million as of March 29, 2015.

The carrying value of cash and cash equivalents, revolving credit loans, accounts receivable, current portion of term debt, 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 March 27, 2016, December 31, 2015, or March 29, 2015.

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(8) Earnings per Unit:

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



	Three months ended
	3/27/2016			3/29/2015
	(In thousands except per unit amounts)
Basic weighted average units outstanding	55,877			55,820
Diluted weighted average units outstanding	55,877			55,820
Net loss per unit - basic	$	(0.87	)	$	(1.50	)
Net loss per unit - diluted	$	(0.87	)	$	(1.50	)

(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 is subject to 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 first quarter of 2016, 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 are expected to have a material effect in the aggregate on the Partnership's financial statements.

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(11) Changes in Accumulated Other Comprehensive Income by Component:

The following tables reflect the changes in Accumulated Other Comprehensive Income related to limited partners' equity for the three-month periods ended March 27, 2016 and March 29, 2015:



	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, 2015		$	(19,300	)	$	22,591		$	3,291

Other comprehensive income before reclassifications, net of tax $711 and $2,520, respectively		(3,960		)	(4,395		)	(8,355		)

Amounts reclassified from accumulated other comprehensive income, net of tax ($247) ⁽²⁾		1,329			—			1,329

Net other comprehensive income		(2,631		)	(4,395		)	(7,026		)

Balance at March 27, 2016		$	(21,931	)	$	18,196		$	(3,735	)



	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, 2014		$	(16,566	)	$	5,936	$	(10,630	)

Other comprehensive income before reclassifications, net of tax $701 and ($4,147), respectively		(3,901		)	7,214		3,313

Amounts reclassified from accumulated other comprehensive income, net of tax ($224) ⁽²⁾		1,462			—		1,462

Net other comprehensive income		(2,439		)	7,214		4,775

Balance at March 29, 2015		$	(19,005	)	$	13,150	$	(5,855	)



Reclassifications Out of Accumulated Other Comprehensive Income ⁽¹⁾
(In thousands)
Details about Accumulated Other Comprehensive Income Components	Amount Reclassified from Accumulated Other Comprehensive Income						Affected Line Item in the Statement Where Net Income is Presented
Gains and losses on cash flow hedges	Three months ended 3/27/16			Three months ended 3/29/15
Interest rate contracts	$	1,576		$	1,686		Net effect of swaps
Provision for taxes	(247		)	(224		)	Provision for taxes
	$	1,329		$	1,462

(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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(12) Consolidating Financial Information of Guarantors and Issuers:

Cedar Fair, L.P., Canada's Wonderland Company ("Cedar Canada"), and Magnum Management Corporation ("Magnum") are the co-issuers of the Partnership's June 2014 and March 2013 notes (see Note 5). The notes have been fully and unconditionally guaranteed, on a joint and several basis, by each 100% owned subsidiary of Cedar Fair (other than Cedar Canada and Magnum) that guarantees the Partnership's senior secured credit facilities. There are no non-guarantor subsidiaries.

The following consolidating schedules present condensed financial information for Cedar Fair, L.P., Cedar Canada, and Magnum, the co-issuers, and each 100% owned subsidiary of Cedar Fair (other than Cedar Canada and Magnum), the guarantors (on a combined basis), as of March 27, 2016, December 31, 2015, and March 29, 2015 and for the three-month periods ended March 27, 2016 and March 29, 2015. In lieu of providing separate unaudited financial statements for the guarantor subsidiaries, the Partnership has included the accompanying condensed consolidating financial statements.

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CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET

March 27, 2016

(In thousands)



	Cedar Fair L.P. (Parent)			Co-Issuer Subsidiary (Magnum)		Co-Issuer Subsidiary (Cedar Canada)		Guarantor Subsidiaries		Eliminations			Total
ASSETS
Current Assets:
Cash and cash equivalents	$	—		$	—	$	38,251	$	28,203	$	(1,903	)	$	64,551
Receivables	18			2,192		20,709		488,005		(477,010		)	33,914
Inventories	—			131		1,920		36,404		—			38,455
Other current assets	77			26,642		2,097		25,153		(26,051		)	27,918
	95			28,965		62,977		577,765		(504,964		)	164,838
Property and Equipment (net)	—			5,584		186,379		1,378,191		—			1,570,154
Investment in Park	699,382			904,557		176,055		24,194		(1,804,188		)	—
Goodwill	674			—		94,428		119,606		—			214,708
Other Intangibles, net	—			—		13,384		23,271		—			36,655
Deferred Tax Asset	—			2,920		—		—		(2,920		)	—
Other Assets	—			14,413		219		2,773		—			17,405
	$	700,151		$	956,439	$	533,442	$	2,125,800	$	(2,312,072	)	$	2,003,760
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	—		$	1,649	$	93	$	2,308	$	—		$	4,050
Accounts payable	317,035			161,288		1,839		32,189		(478,259		)	34,092
Deferred revenue	—			139		6,313		98,804		—			105,256
Accrued interest	1,290			1,303		7,853		914		—			11,360
Accrued taxes	1,935			—		1,810		32,869		(26,051		)	10,563
Accrued salaries, wages and benefits	—			21,805		636		—		—			22,441
Self-insurance reserves	—			11,417		1,426		11,409		—			24,252
Distribution payable	46,968			—		—		—		(654		)	46,314
Other accrued liabilities	1,438			1,125		190		4,443		—			7,196
	368,666			198,726		20,160		182,936		(504,964		)	265,524
Deferred Tax Liability	—			—		20,003		121,865		(2,920		)	138,948
Derivative Liability	16,713			11,142		—		—		—			27,855
Other Liabilities	—			1,232		—		11,156		—			12,388
Long-Term Debt:
Revolving credit loans	65,000			—		—		—		—			65,000
Term debt	—			243,628		13,660		340,021		—			597,309
Notes	291,578			202,794		444,170		—		—			938,542
	356,578			446,422		457,830		340,021		—			1,600,851

Equity	(41,806		)	298,917		35,449		1,469,822		(1,804,188		)	(41,806		)
	$	700,151		$	956,439	$	533,442	$	2,125,800	$	(2,312,072	)	$	2,003,760

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CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2015

(In thousands)



	Cedar Fair L.P. (Parent)		Co-Issuer Subsidiary (Magnum)		Co-Issuer Subsidiary (Cedar Canada)		Guarantor Subsidiaries		Eliminations			Total
ASSETS
Current Assets:
Cash and cash equivalents	$	77,007	$	—	$	39,106	$	3,444	$	—		$	119,557
Receivables	—		1,292		27,788		547,361		(546,947		)	29,494
Inventories	—		121		1,222		23,686		—			25,029
Other current assets	188		1,261		1,332		8,781		(1,616		)	9,946
	77,195		2,674		69,448		583,272		(548,563		)	184,026
Property and Equipment (net)	—		5,593		176,390		1,332,895		—			1,514,878
Investment in Park	724,592		911,910		179,529		27,862		(1,843,893		)	—
Goodwill	674		—		90,531		119,606		—			210,811
Other Intangibles, net	—		—		12,832		23,063		—			35,895
Deferred Tax Asset	—		14,080		—		—		(14,080		)	—
Other Assets	—		14,414		210		2,786		—			17,410
	$	802,461	$	948,671	$	528,940	$	2,089,484	$	(2,406,536	)	$	1,963,020
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	—	$	1,008	$	57	$	1,410	$	—		2,475
Accounts payable	433,621		115,135		810		14,503		(546,947		)	17,122
Deferred revenue	—		85		4,397		65,032		—			69,514
Accrued interest	4,602		3,221		2,056		31		—			9,910
Accrued taxes	1,066		—		—		42,487		(1,616		)	41,937
Accrued salaries, wages and benefits	—		22,166		1,026		3,724		—			26,916
Self-insurance reserves	—		7,437		1,400		15,159					23,996
Other accrued liabilities	1,355		1,531		167		3,748		—			6,801
	440,644		150,583		9,913		146,094		(548,563		)	198,671
Deferred Tax Liability	—		—		21,979		121,864		(14,080		)	129,763
Derivative Liability	13,396		9,522		—		—		—			22,918
Other Liabilities	—		6,705		—		11,278		—			17,983
Long-Term Debt:
Term debt	—		244,101		13,691		340,554		—			598,346
Notes	291,412		202,679		444,239		—		—			938,330
	291,412		446,780		457,930		340,554		—			1,536,676

Equity	57,009		335,081		39,118		1,469,694		(1,843,893		)	57,009
	$	802,461	$	948,671	$	528,940	$	2,089,484	$	(2,406,536	)	$	1,963,020

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CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET

March 29, 2015

(In thousands)



	Cedar Fair L.P. (Parent)		Co-Issuer Subsidiary (Magnum)		Co-Issuer Subsidiary (Cedar Canada)		Guarantor Subsidiaries		Eliminations			Total
ASSETS
Current Assets:
Cash and cash equivalents	$	—	$	—	$	14,881	$	4,844	$	—		$	19,725
Receivables	1		89,060		115,830		546,424		(727,190		)	24,125
Inventories	—		152		2,070		35,147		—			37,369
Other current assets	80		369		2,382		24,196		—			27,027
	81		89,581		135,163		610,611		(727,190		)	108,246
Property and Equipment (net)	—		5,621		202,853		1,349,790		—			1,558,264
Investment in Park	622,008		765,178		160,401		11,776		(1,559,363		)	—
Goodwill	674		—		99,603		119,606		—			219,883
Other Intangibles, net	—		—		14,119		22,864		—			36,983
Deferred Tax Asset	—		60,326		—		—		(60,326		)	—
Other Assets	—		14,431		349		3,902		—			18,682
	$	622,763	$	935,137	$	612,488	$	2,118,549	$	(2,346,879	)	$	1,942,058
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Accounts payable	$	274,612	$	199,361	$	2,424	$	289,058	$	(727,190	)	$	38,265
Deferred revenue	—		92		6,077		86,495		—			92,664
Accrued interest	1,595		1,526		7,943		992		—			12,056
Accrued taxes	1,792		503		749		7,115		—			10,159
Accrued salaries, wages and benefits	—		21,608		771		3,732		—			26,111
Self-insurance reserves	—		8,031		1,413		13,341		—			22,785
Current derivative liability	5,980		4,009		—		—		—			9,989
Other accrued liabilities	864		3,365		99		7,158		—			11,486
	284,843		238,495		19,476		407,891		(727,190		)	223,515
Deferred Tax Liability	—		—		49,021		123,603