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

Document

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 25, 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 October 31, 2016
Units Representing Limited Partner Interests		56,160,377

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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	28

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34

Item 4.	Controls and Procedures	35

Part II - Other Information

Item 1.	Legal Proceedings	35

Item 1A.	Risk Factors	35

Item 6.	Exhibits	36

Signatures		37

Index to Exhibits		38

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)



	9/25/2016			12/31/2015			9/27/2015
ASSETS
Current Assets:
Cash and cash equivalents	$	187,302		$	119,557		$	196,323
Receivables	51,536			29,494			44,979
Inventories	31,059			25,029			30,162
Other current assets	13,809			9,946			14,085
	283,706			184,026			285,549
Property and Equipment:
Land	267,175			267,782			270,358
Land improvements	394,141			381,191			380,356
Buildings	675,440			647,514			651,564
Rides and equipment	1,653,274			1,561,234			1,577,635
Construction in progress	34,918			50,962			25,231
	3,024,948			2,908,683			2,905,144
Less accumulated depreciation	(1,498,908		)	(1,393,805		)	(1,390,062		)
	1,526,040			1,514,878			1,515,082
Goodwill	215,460			210,811			214,319
Other Intangibles, net	36,430			35,895			36,249
Other Assets	21,473			17,410			17,553
	$	2,083,109		$	1,963,020		$	2,068,752
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	1,200		$	2,475		$	—
Accounts payable	32,891			17,122			21,418
Deferred revenue	65,748			69,514			51,944
Accrued interest	10,939			9,910			11,898
Accrued taxes	69,916			41,937			49,735
Accrued salaries, wages and benefits	42,744			26,916			42,555
Self-insurance reserves	26,820			23,996			24,402
Current derivative liability	—			—			3,770
Other accrued liabilities	12,348			6,801			15,474
	262,606			198,671			221,196
Deferred Tax Liability	137,712			129,763			144,964
Derivative Liability	30,185			22,918			24,042
Other Liabilities	12,488			17,983			15,488
Long-Term Debt:
Term debt	595,253			598,346			600,262
Notes	939,418			938,330			937,658
	1,534,671			1,536,676			1,537,920
Commitments and Contingencies (Note 10)
Partners’ Equity:
Special L.P. interests	5,290			5,290			5,290
General partner	1			—			2
Limited partners, 56,091, 56,018 and 56,008 units outstanding at September 25, 2016, December 31, 2015 and September 27, 2015, respectively	100,956			48,428			120,912
Accumulated other comprehensive income (loss)	(800		)	3,291			(1,062		)
	105,447			57,009			125,142
	$	2,083,109		$	1,963,020		$	2,068,752

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
	9/25/2016			9/27/2015			9/25/2016			9/27/2015
Net revenues:
Admissions	$	361,949		$	361,106		$	604,947		$	591,457
Food, merchandise and games	202,341			201,408			354,032			347,985
Accommodations, extra-charge products and other	85,993			82,123			137,776			129,420
	650,283			644,637			1,096,755			1,068,862
Costs and expenses:
Cost of food, merchandise, and games revenues	52,057			52,174			92,860			90,868
Operating expenses	199,292			188,565			441,421			424,020
Selling, general and administrative	65,099			61,394			142,082			133,277
Depreciation and amortization	64,685			59,059			118,175			110,175
Loss on impairment / retirement of fixed assets, net	1,355			5,753			5,382			9,436
	382,488			366,945			799,920			767,776
Operating income	267,795			277,692			296,835			301,086
Interest expense	20,957			22,159			61,869			64,164
Net effect of swaps	1,650			(1,439		)	8,902			(2,962		)
Unrealized/realized foreign currency (gain) loss	7,341			33,891			(23,675		)	64,198
Interest income	(58		)	(4		)	(84		)	(49		)
Income before taxes	237,905			223,085			249,823			175,735
Provision for taxes	62,918			58,934			65,339			37,834
Net income	174,987			164,151			184,484			137,901
Net income allocated to general partner	2			2			2			2
Net income allocated to limited partners	$	174,985		$	164,149		$	184,482		$	137,899

Net income	$	174,987		$	164,151		$	184,484		$	137,901
Other comprehensive income (loss), (net of tax):
Cumulative foreign currency translation adjustment	1,397			7,688			(5,447		)	13,144
Unrealized gain (loss) on cash flow hedging derivatives	1,994			(2,978		)	1,356			(3,576		)
Other comprehensive income (loss), (net of tax)	3,391			4,710			(4,091		)	9,568
Total comprehensive income	$	178,378		$	168,861		$	180,393		$	147,469
Basic income per limited partner unit:
Weighted average limited partner units outstanding	55,948			55,770			55,922			55,721
Net income per limited partner unit	$	3.13		$	2.94		$	3.30		$	2.47
Diluted income per limited partner unit:
Weighted average limited partner units outstanding	56,365			56,282			56,392			56,141
Net income per limited partner unit	$	3.10		$	2.92		$	3.27		$	2.46

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 PARTNERS’ EQUITY

(In thousands)



	Nine months ended
	9/25/2016			9/27/2015
Limited Partnership Units Outstanding
Beginning balance	56,018			55,828
Limited partnership unit options exercised	29			48
Limited partnership unit forfeitures	—			(1		)
Issuance of limited partnership units as compensation	44			133
	56,091			56,008
Limited Partners’ Equity
Beginning balance	$	48,428		$	101,556
Net income	184,482			137,899
Partnership distribution declared ($2.48 and $2.25 per limited partnership unit)	(139,041		)	(126,266		)
Expense recognized for limited partnership unit options	5			466
Tax effect of units involved in treasury unit transactions	(1,903		)	(2,048		)
Issuance of limited partnership units as compensation	8,985			9,305
	100,956			120,912
General Partner’s Equity
Beginning balance	—			1
Net income	2			2
Partnership distribution declared	(1		)	(1		)
	1			2
Special L.P. Interests	5,290			5,290

Accumulated Other Comprehensive Income
Cumulative foreign currency translation adjustment:
Beginning balance	22,591			5,936
Period activity, net of tax $3,131 and ($7,554)	(5,447		)	13,144
	17,144			19,080
Unrealized loss on cash flow hedging derivatives:
Beginning balance	(19,300		)	(16,566		)
Period activity, net of tax ($279) and $758	1,356			(3,576		)
	(17,944		)	(20,142		)
	(800		)	(1,062		)
Total Partners’ Equity	$	105,447		$	125,142

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
	9/25/2016			9/27/2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	184,484		$	137,901
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization	118,175			110,175
Non-cash foreign currency (gain) loss on debt	(23,891		)	64,143
Other non-cash expenses	35,084			16,492
Net change in working capital	31,267			16,803
Net change in other assets/liabilities	(5,337		)	(1,442		)
Net cash from operating activities	339,782			344,072
CASH FLOWS FOR INVESTING ACTIVITIES
Capital expenditures	(126,864		)	(144,476		)
Purchase of preferred equity investment	—			(2,000		)
Net cash for investing activities	(126,864		)	(146,476		)
CASH FLOWS FOR FINANCING ACTIVITIES
Term debt payments	(6,000		)	—
Distributions paid to partners	(139,042		)	(126,267		)
Tax effect of units involved in treasury unit transactions	(1,903		)	(2,048		)
Net cash for financing activities	(146,945		)	(128,315		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	1,772			(4,798		)
CASH AND CASH EQUIVALENTS
Net increase for the period	67,745			64,483
Balance, beginning of period	119,557			131,840
Balance, end of period	$	187,302		$	196,323
SUPPLEMENTAL INFORMATION
Cash payments for interest expense	$	61,558		$	61,043
Interest capitalized	1,699			1,890
Cash payments for income taxes, net of refunds	33,141			15,926
Capital expenditures in accounts payable	3,179			1,158

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 25, 2016 AND SEPTEMBER 27, 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 September 25, 2016 and September 27, 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.

Reclassifications

Certain prior year operating activity amounts in the unaudited condensed consolidated statements of cash flows have been reclassified to conform to fiscal 2016 presentation.

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. We adopted this guidance and applied retrospective treatment. 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 $20.9 million at December 31, 2015 and September 27, 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 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 in the unaudited condensed consolidated balance sheets, which reduced both the current deferred tax asset and deferred tax liability for the prior periods by $12.2 million and $9.3 million at December 31, 2015 and September 27, 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 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 after December 15, 2018 and will replace most existing lease guidance under U.S. GAAP when it becomes effective. This ASU requires a modified transition method for existing leases and applies to the earliest period presented in the

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financial statements. The Partnership is in the process of evaluating the effect this standard will have on the consolidated financial statements and related disclosures.

In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"). The amendments in ASU 2016-09 are meant to simplify the current accounting for share-based payment transactions, specifically the accounting for income taxes, award classification, cash flow presentation, and accounting for forfeitures. ASU 2016-09 is effective for annual and interim periods beginning after December 15, 2016, and early adoption is permitted. The Partnership is in the process of evaluating the effect this standard will have on the consolidated financial statements and related disclosures.

(2) Interim Reporting:

The Partnership owns and operates eleven amusement parks, two 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 with an additional 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.

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(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.

During the third quarter of 2016, the Partnership ceased operations of one of its separately gated outdoor water parks, Wildwater Kingdom, located near Cleveland in Aurora, Ohio. In 2014, the carrying value of the long-lived operating assets related to Wildwater Kingdom was deemed to be impaired and the associated loss was recognized. At the date that Wildwater Kingdom ceased operations, the only remaining long-lived asset was the approximate 670 acres of land owned by the Partnership. This land has an associated carrying value of $17.1 million. As of September 25, 2016, the Partnership assessed the remaining asset and concluded there was no impairment. The associated acreage is classified as assets held-for-sale within "Other Assets" in the unaudited condensed consolidated balance sheet.

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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. As of September 25, 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.

A summary of changes in the Partnership’s carrying value of goodwill for the nine months ended September 25, 2016 and September 27, 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	4,649			—			4,649
Balance at September 25, 2016	$	295,328		$	(79,868	)	$	215,460

Balance at December 31, 2014	$	308,159		$	(79,868	)	$	228,291
Foreign currency translation	(13,972		)	—			(13,972		)
Balance at September 27, 2015	$	294,187		$	(79,868	)	$	214,319

At September 25, 2016, December 31, 2015, and September 27, 2015, the Partnership’s other intangible assets consisted of the following:



September 25, 2016	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value
(In thousands)
Other intangible assets:
Trade names	$	35,866	$	—	$	35,866
License / franchise agreements	1,475		911		564
Total other intangible assets	$	37,341	$	911	$	36,430

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

September 27, 2015
(In thousands)
Other intangible assets:
Trade names	$	35,705	$	—	$	35,705
License / franchise agreements	905		361		544
Total other intangible assets	$	36,610	$	361	$	36,249

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

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(5) Long-Term Debt:

Long-term debt as of September 25, 2016, December 31, 2015, and September 27, 2015 consisted of the following:



(In thousands)	September 25, 2016		December 31, 2015		September 27, 2015

Revolving credit facility (due 2018)	$	—	$	—	$	—
Term debt ⁽¹⁾
March 2013 U.S. term loan averaging 3.25% (due 2013-2020)	602,850		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
	1,552,850		1,558,850		1,558,850
Less current portion	1,200		2,475		—
	1,551,650		1,556,375		1,558,850
Less debt issuance costs	16,979		19,699		20,930
	$	1,534,671	$	1,536,676	$	1,537,920

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

In June 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 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 third quarter of 2016, the first of these, the Consolidated Leverage Ratio, was set at a maximum of 5.50x consolidated total debt (excluding the revolving debt)-to-consolidated EBITDA. This required ratio

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decreased by 0.25x at the beginning of the second quarter of 2016. The final decrease will occur at the beginning of the second quarter of 2017 when the ratio will reach its minimum of 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 September 25, 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 5.0x. 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 5.0x.

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 are being 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.

The fair value of derivative financial instruments and their classification within the unaudited condensed consolidated balance sheets as of September 25, 2016, December 31, 2015, and September 27, 2015 are as follows:



(In thousands)	Unaudited Condensed Consolidated Balance Sheet Location	Fair Value as of			Fair Value as of			Fair Value as of
(In thousands)	Unaudited Condensed Consolidated Balance Sheet Location	September 25, 2016			December 31, 2015			September 27, 2015
Derivatives designated as hedging instruments:
Interest rate swaps	Derivative Liability	$	—		$	(22,918	)	$	(24,042	)
Total derivatives designated as hedging instruments		$	—		$	(22,918	)	$	(24,042	)
Derivatives not designated as hedging instruments:
Interest rate swaps	Current Derivative Liability	$	—		$	—		$	(3,770	)
Interest rate swaps	Derivative Liability	$	(30,185	)	$	—		$	—
Total derivatives not designated as hedging instruments		$	(30,185	)	$	—		$	(3,770	)
Net derivative liability		$	(30,185	)	$	(22,918	)	$	(27,812	)

Derivatives Designated as Hedging Instruments

Changes in fair value of highly effective hedges are recorded as a component of AOCI in the balance sheet. 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 September 25, 2016, we have no designated derivatives; therefore, no amount of designated derivatives are forecasted to be reclassified into earnings in the next twelve months.

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Derivatives Not Designated as Hedging Instruments

Instruments that do not qualify for hedge accounting or were de-designated are prospectively adjusted to fair value each reporting period through "Net effect of swaps" in the unaudited condensed consolidated statements of operations and comprehensive income. The amounts that were previously recorded as a component of AOCI 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 are being amortized into earnings through the original December 2018 maturity. As of September 25, 2016, approximately $21.3 million of losses remain in AOCI 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.

The following table summarizes the effect of derivative instruments on income and other comprehensive income for the three-month periods ended September 25, 2016 and September 27, 2015:



(In thousands)	Amount of Gain (Loss) recognized in 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 Derivatives
Designated Derivatives	Three months ended 9/25/2016		Three months ended 9/27/2015			Designated Derivatives	Three months ended 9/25/2016		Three months ended 9/27/2015		Derivatives Not Designated	Three months ended 9/25/2016		Three months ended 9/27/2015
Interest rate swaps	$	—	$	(5,237	)	Interest Expense	$	—	$	—	Net effect of swaps	$	715	$	3,125

During the quarter ended September 25, 2016, the Partnership recognized $0.7 million of gains on the derivatives not designated as cash flow hedges and $2.4 million of expense representing the regular amortization of amounts in AOCI. The effect of these amounts resulted in a charge to earnings of $1.7 million recorded in “Net effect of swaps.”

During the quarter ended September 27, 2015, the Partnership recognized $3.1 million of gains 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 $1.4 million recorded in “Net effect of swaps.”

The following table summarizes the effect of derivative instruments on income and other comprehensive income for the nine-month periods ended September 25, 2016 and September 27, 2015:



(In thousands)	Amount of Gain (Loss) recognized in 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 Derivatives
Designated Derivatives	Nine months ended 9/25/2016			Nine months ended 9/27/2015			Designated Derivatives	Nine months ended 9/25/2016			Nine months ended 9/27/2015		Derivatives Not Designated	Nine months ended 9/25/2016			Nine months ended 9/27/2015
Interest rate swaps	$	(4,671	)	$	(9,393	)	Interest Expense	$	(851	)	$	—	Net effect of swaps	$	(2,596	)	$	8,021

During the nine-month period ended September 25, 2016, the Partnership recognized $2.6 million of losses on the derivatives not designated as cash flow hedges and $6.3 million of expense representing the regular amortization of amounts in AOCI. The effect of these amounts resulted in a charge to earnings of $8.9 million recorded in “Net effect of swaps.”

During the nine-month period ended September 27, 2015, the Partnership recognized $8.0 million of gains on the derivatives not designated as cash flow hedges and $5.1 million of expense representing the amortization of amounts in AOCI. The effect of these amounts resulted in a benefit to earnings of $3.0 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

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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.

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 25, 2016, December 31, 2015, and September 27, 2015 on a recurring basis as well as the fair values of other financial instruments:



(In thousands)	Unaudited Condensed Consolidated Balance Sheet Location	Fair Value Hierarchy Level	September 25, 2016						December 31, 2015						September 27, 2015
(In thousands)	Unaudited Condensed Consolidated Balance Sheet Location	Fair Value 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	—			—			—			—			$	(3,770	)	$	(3,770	)
Interest rate swap agreements not designated as cash flow hedges	Derivative Liability	Level 2	$	(30,185	)	$	(30,185	)	—			—			—			—
Interest rate swap agreements designated as cash flow hedges	Derivative Liability	Level 2	—			—			$	(22,918	)	$	(22,918	)	$	(24,042	)	$	(24,042	)
Other financial assets (liabilities):
Term debt	Long-Term Debt⁽¹⁾	Level 2	$	(601,650	)	$	(603,154	)	$	(606,375	)	$	(604,859	)	$	(608,850	)	$	(609,611	)
March 2013 notes	Long-Term Debt⁽¹⁾	Level 1	$	(500,000	)	$	(520,000	)	$	(500,000	)	$	(507,500	)	$	(500,000	)	$	(507,500	)
June 2014 notes	Long-Term Debt⁽¹⁾	Level 1	$	(450,000	)	$	(477,000	)	$	(450,000	)	$	(453,375	)	$	(450,000	)	$	(454,500	)


⁽¹⁾	Carrying values of long-term debt balances are before reductions for debt issuance cost amounts of $17.0 million, $19.7 million, and $20.9 million as of September 25, 2016, December 31, 2015, and September 27, 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 $0.9 million as of September 25, 2016, $0.6 million as of December 31, 2015, and $0.8 million as of September 27, 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 as of September 25, 2016, December 31, 2015, or September 27, 2015.

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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
	9/25/2016		9/27/2015		9/25/2016		9/27/2015
	(In thousands, except per unit amounts)
Basic weighted average units outstanding	55,948		55,770		55,922		55,721
Effect of dilutive units:
Deferred units	33		21		30		15
Performance units	—		—		43		9
Restricted units	253		365		266		271
Unit options	131		126		131		102
Phantom units	—		—		—		23
Diluted weighted average units outstanding	56,365		56,282		56,392		56,141
Net income per unit - basic	$	3.13	$	2.94	$	3.30	$	2.47
Net income per unit - diluted	$	3.10	$	2.92	$	3.27	$	2.46

The effect of out-of-money and/or antidilutive unit options on the three and nine months ended September 25, 2016 and September 27, 2015, respectively, had they not been out of the money or antidilutive, would have been immaterial in all periods presented.

(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 third quarter of 2016, the Partnership has recorded $0.9 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 September 25, 2016 and September 27, 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 June 26, 2016	$	(19,938	)	$	15,747	$	(4,191	)

Other comprehensive income before reclassifications, net of tax ($803)	—			1,397		1,397

Amounts reclassified from accumulated other comprehensive income, net of tax ($371) ⁽²⁾	1,994			—		1,994

Net other comprehensive income	1,994			1,397		3,391

Balance at September 25, 2016	$	(17,944	)	$	17,144	$	(800	)



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 28, 2015	$	(17,164	)	$	11,392	$	(5,772	)

Other comprehensive income before reclassifications, net of tax $797 and $(4,418), respectively	(4,440		)	7,688		3,248

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

Net other comprehensive income	(2,978		)	7,688		4,710

Balance at September 27, 2015	$	(20,142	)	$	19,080	$	(1,062	)



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 9/25/2016			Three months ended 9/27/2015
Interest rate contracts	$	2,365		$	1,686		Net effect of swaps
Provision for taxes	(371		)	(224		)	Provision for taxes
	$	1,994		$	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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The following tables reflect the changes in accumulated other comprehensive income related to limited partners' equity for the nine-month periods ended September 25, 2016 and September 27, 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 $3,131, respectively	(3,960		)	(5,447		)	(9,407		)

Amounts reclassified from accumulated other comprehensive income, net of tax ($990) ⁽²⁾	5,316			—			5,316

Net other comprehensive income	1,356			(5,447		)	(4,091		)

Balance at September 25, 2016	$	(17,944	)	$	17,144		$	(800	)



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 $1,431 and ($7,554), respectively	(7,962		)	13,144		5,182

Amounts reclassified from accumulated other comprehensive income, net of tax ($673) ⁽²⁾	4,386			—		4,386

Net other comprehensive income	(3,576		)	13,144		9,568

Balance at September 27, 2015	$	(20,142	)	$	19,080	$	(1,062	)



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	Nine months ended 9/25/2016			Nine months ended 9/27/2015
Interest rate contracts	$	6,306		$	5,059		Net effect of swaps
Provision for taxes	(990		)	(673		)	Provision for taxes
	$	5,316		$	4,386

⁽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 September 25, 2016, December 31, 2015, and September 27, 2015 and for the three- and nine-month periods ended September 25, 2016 and September 27, 2015. In lieu of providing separate unaudited financial statements for the guarantor subsidiaries, the Partnership has included the accompanying unaudited condensed consolidating financial statements.

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CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET

September 25, 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	$	—		$	—	$	75,562	$	111,740	$	—		$	187,302
Receivables	(5		)	1,387		24,964		585,190		(560,000		)	51,536
Inventories	—			—		1,519		29,540		—			31,059
Other current assets	275			24,479		680		12,800		(24,425		)	13,809
	270			25,866		102,725		739,270		(584,425		)	283,706
Property and Equipment (net)	—			876		179,172		1,345,992		—			1,526,040
Investment in Park	820,465			963,870		197,538		347,137		(2,329,010		)	—
Goodwill	674			—		95,180		119,606		—			215,460
Other Intangibles, net	—			—		13,519		22,911		—			36,430
Deferred Tax Asset	—			3,651		—		—		(3,651		)	—
Other Assets	—			1,999		123		19,351		—			21,473
	$	821,409		$	996,262	$	588,257	$	2,594,267	$	(2,917,086	)	$	2,083,109
LIABILITIES AND PARTNERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	—		$	247	$	28	$	925	$	—		$	1,200
Accounts payable	399,384			164,335		1,342		27,830		(560,000		)	32,891
Deferred revenue	—			—		5,091		60,657		—			65,748
Accrued interest	875			597		7,784		1,683		—			10,939
Accrued taxes	3,325			—		14,109		76,907		(24,425		)	69,916
Accrued salaries, wages and benefits	—			40,588		2,156		—		—			42,744
Self-insurance reserves	—			12,394		1,567		12,859		—			26,820
Other accrued liabilities	2,358			3,532		510		5,948		—			12,348
	405,942			221,693		32,587		186,809		(584,425		)	262,606
Deferred Tax Liability	—			—		19,497		121,866		(3,651		)	137,712
Derivative Liability	18,111			12,074		—		—		—			30,185
Other Liabilities	—			1,520		—		10,968		—			12,488
Long-Term Debt:
Term debt	—			123,996		13,616		457,641		—			595,253
Notes	291,909			203,025		444,484		—		—			939,418
	291,909			327,021		458,100		457,641		—			1,534,671

Equity	105,447			433,954		78,073		1,816,983		(2,329,010		)	105,447
	$	821,409		$	996,262	$	588,257	$	2,594,267	$	(2,917,086	)	$	2,083,109

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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: