Document
Table of Contents

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 June 25, 2017
OR
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, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
x
  
Accelerated filer
 
o
 
 
 
 
Non-accelerated filer
 
o (Do not check if a smaller reporting company)
  
Smaller reporting company
 
o
 
 
 
 
 
 
 
 
 
 
 
Emerging growth company
 
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
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

Table of Contents

 
 
 
Title of Class
 
Units Outstanding as of July 31, 2017
Units Representing
Limited Partner Interests
 
56,238,002

Page 1 of 39 pages



Table of Contents

CEDAR FAIR, L.P.
INDEX
FORM 10 - Q
 
 
 
 
 
 
  
 
 
 
 
Item 1.
 
  
 
 
 
Item 2.
 
  
 
 
 
Item 3.
 
  
 
 
 
Item 4.
 
  
 
 
  
 
 
 
 
Item 1.
 
  
 
 
 
Item 1A.
 
 
 
 
 
 
 
Item 2.
 
 
 
 
 
 
 
Item 6.
 
  
 
 
  
 
 
  


Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
 
 
6/25/2017
 
12/31/2016
 
6/26/2016
ASSETS
 
 
 
 
 
 
Current Assets:
 
 
 
 
 
 
Cash and cash equivalents
 
$
101,083

 
$
122,716

 
$
68,085

Receivables
 
83,377

 
35,414

 
78,006

Inventories
 
43,240

 
26,276

 
42,553

Prepaid advertising
 
18,779

 
1,571

 
20,915

Other current assets
 
15,830

 
9,699

 
15,213

 
 
262,309

 
195,676

 
224,772

Property and Equipment:
 
 
 
 
 
 
Land
 
266,823

 
265,961

 
272,534

Land improvements
 
418,473

 
402,013

 
392,436

Buildings
 
699,548

 
663,982

 
674,251

Rides and equipment
 
1,723,960

 
1,643,770

 
1,655,689

Construction in progress
 
39,775

 
58,299

 
26,095

 
 
3,148,579

 
3,034,025

 
3,021,005

Less accumulated depreciation
 
(1,539,953
)
 
(1,494,805
)
 
(1,444,511
)
 
 
1,608,626

 
1,539,220

 
1,576,494

Goodwill
 
180,370

 
179,660

 
217,026

Other Intangibles, net
 
37,653

 
37,837

 
36,833

Other Assets
 
20,499

 
20,788

 
17,256

 
 
$
2,109,457

 
$
1,973,181

 
$
2,072,381

LIABILITIES AND PARTNERS’ EQUITY
 
 
 
 
 
 
Current Liabilities:
 
 
 
 
 
 
Current maturities of long-term debt
 
$
7,500

 
$
2,775

 
$
—

Accounts payable
 
45,374

 
20,851

 
40,242

Deferred revenue
 
193,338

 
82,765

 
173,062

Accrued interest
 
9,735

 
9,986

 
11,710

Accrued taxes
 
30,352

 
58,958

 
30,829

Accrued salaries, wages and benefits
 
24,955

 
30,358

 
33,962

Self-insurance reserves
 
26,860

 
27,063

 
25,588

Other accrued liabilities
 
16,706

 
9,927

 
14,047

 
 
354,820

 
242,683

 
329,440

Deferred Tax Liability
 
116,797

 
104,885

 
138,229

Derivative Liability
 
18,166

 
17,721

 
30,900

Other Liabilities
 
12,423

 
13,162

 
12,474

Long-Term Debt:
 
 
 
 
 
 
Revolving credit loans
 
—

 
—

 
55,000

Term debt
 
731,258

 
594,228

 
595,902

Notes
 
936,633

 
939,983

 
938,863

 
 
1,667,891

 
1,534,211

 
1,589,765

Partners’ Equity:
 
 
 
 
 
 
Special L.P. interests
 
5,290

 
5,290

 
5,290

General partner
 
(1
)
 
—

 
(1
)
Limited partners, 56,240, 56,201 and 56,072 units outstanding at June 25, 2017, December 31, 2016 and June 26, 2016, respectively
 
(70,915
)
 
52,288

 
(29,525
)
Accumulated other comprehensive income (loss)
 
4,986

 
2,941

 
(4,191
)
 
 
(60,640
)
 
60,519

 
(28,427
)
 
 
$
2,109,457

 
$
1,973,181

 
$
2,072,381

    
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
 
Six months ended
 
6/25/2017
 
6/26/2016
 
6/25/2017
 
6/26/2016
Net revenues:
 
 
 
 
 
 
 
Admissions
$
214,881

 
$
214,338

 
$
237,444

 
$
242,998

Food, merchandise and games
133,167

 
129,924

 
151,375

 
151,691

Accommodations, extra-charge products and other
44,750

 
43,772

 
52,297

 
51,783


392,798

 
388,034

 
441,116

 
446,472

Costs and expenses:

 
 
 
 
 
 
Cost of food, merchandise, and games revenues
34,249

 
34,566

 
39,729

 
40,803

Operating expenses
160,380

 
157,525

 
244,669

 
242,129

Selling, general and administrative
51,860

 
51,371

 
79,479

 
76,983

Depreciation and amortization
50,812

 
48,299

 
56,177

 
53,490

Loss on impairment / retirement of fixed assets, net
184

 
1,415

 
1,710

 
4,027


297,485

 
293,176

 
421,764

 
417,432

Operating income
95,313

 
94,858

 
19,352

 
29,040

Interest expense
21,920

 
21,125

 
40,834

 
40,912

Net effect of swaps
4,368

 
5,410

 
4,669

 
7,252

Loss on early debt extinguishment
23,115

 
—

 
23,115

 
—

Gain on foreign currency
(3,183
)
 
(11,455
)
 
(5,854
)
 
(31,016
)
Interest income
(16
)
 
(8
)
 
(48
)
 
(26
)
Income (loss) before taxes
49,109

 
79,786

 
(43,364
)
 
11,918

Provision (benefit) for taxes
17,741

 
21,803

 
(9,978
)
 
2,421

Net income (loss)
31,368

 
57,983

 
(33,386
)
 
9,497

Net income (loss) allocated to general partner
1

 
—

 
—

 
—

Net income (loss) allocated to limited partners
$
31,367

 
$
57,983

 
$
(33,386
)
 
$
9,497

 
 
 
 
 
 
 
 
Net income (loss)
$
31,368

 
$
57,983

 
$
(33,386
)
 
$
9,497

Other comprehensive income (loss), (net of tax):
 
 
 
 
 
 
 
Foreign currency translation adjustment
(1,282
)
 
(2,449
)
 
(1,942
)
 
(6,844
)
Unrealized gain (loss) on cash flow hedging derivatives
1,993

 
1,993

 
3,987

 
(638
)
Other comprehensive income (loss), (net of tax)
711

 
(456
)
 
2,045

 
(7,482
)
Total comprehensive income (loss)
$
32,079

 
$
57,527

 
$
(31,341
)
 
$
2,015

Basic income (loss) per limited partner unit:
 
 
 
 
 
 
 
Weighted average limited partner units outstanding
56,076

 
55,940

 
56,025

 
55,909

Net income (loss) per limited partner unit
$
0.56

 
$
1.04

 
$
(0.60
)
 
$
0.17

Diluted income (loss) per limited partner unit:
 
 
 
 
 
 
 
Weighted average limited partner units outstanding
56,598

 
56,358

 
56,025

 
56,406

Net income (loss) per limited partner unit
$
0.55

 
$
1.03

 
$
(0.60
)
 
$
0.17

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)
 
Six months ended
 
6/25/2017
 
6/26/2016
Limited Partnership Units Outstanding
 
 
 
Beginning balance
56,201

 
56,018

Limited partnership unit options exercised
10

 
10

Limited partnership unit forfeitures
(2
)
 
—

Issuance of limited partnership units as compensation
31

 
44

 
56,240

 
56,072

Limited Partners’ Equity
 
 
 
Beginning balance
$
52,288

 
$
48,428

Net income (loss)
(33,386
)
 
9,497

Partnership distribution declared ($1.71 and $1.65 per limited partnership unit)
(96,329
)
 
(92,675
)
Expense recognized for limited partnership unit options
—

 
5

Tax effect of units involved in treasury unit transactions
(1,377
)
 
(1,604
)
Issuance of limited partnership units as compensation
7,889

 
6,824

 
(70,915
)
 
(29,525
)
General Partner’s Equity
 
 
 
Beginning balance
—

 
—

Net income (loss)
—

 
—

Partnership distribution declared
(1
)
 
(1
)
 
(1
)
 
(1
)
Special L.P. Interests
5,290

 
5,290

 
 
 
 
Accumulated Other Comprehensive Income
 
 
 
Foreign currency translation adjustment:
 
 
 
Beginning balance
18,891

 
22,591

Period activity, net of tax $0 and $3,934
(1,942
)
 
(6,844
)
 
16,949

 
15,747

Unrealized gain (loss) on cash flow hedging derivatives:
 
 
 
Beginning balance
(15,950
)
 
(19,300
)
Period activity, net of tax ($742) and $92
3,987

 
(638
)
 
(11,963
)
 
(19,938
)
 
4,986

 
(4,191
)
Total Partners’ Equity
$
(60,640
)
 
$
(28,427
)
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)
 
Six months ended
 
6/25/2017
 
6/26/2016
CASH FLOWS FROM OPERATING ACTIVITIES
 
 
 
Net income (loss)
$
(33,386
)
 
$
9,497

Adjustments to reconcile net income (loss) to net cash from operating activities:
 
 
 
Depreciation and amortization
56,177

 
53,490

Loss on early debt extinguishment
23,115

 
—

Non-cash foreign currency gain on debt
(5,541
)
 
(31,429
)
Other non-cash expenses
24,410

 
31,948

Net change in working capital
22,598

 
40,406

Net change in other assets/liabilities
296

 
(5,819
)
Net cash from operating activities
87,669

 
98,093

CASH FLOWS FOR INVESTING ACTIVITIES
 
 
 
Capital expenditures
(123,678
)
 
(106,233
)
Purchase of identifiable intangible assets
(16
)
 
—

Net cash for investing activities
(123,694
)
 
(106,233
)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
 
 
 
Net borrowings on revolving credit loans
—

 
55,000

Term debt borrowings
750,000

 
—

Note borrowings
500,000

 
—

Term debt payments
(602,850
)
 
(6,000
)
Note payments, including amounts paid for early termination
(515,458
)
 
—

Distributions paid to partners
(96,330
)
 
(92,676
)
Payment of debt issuance costs
(18,381
)
 
—

Tax effect of units involved in treasury unit transactions
(1,377
)
 
(1,604
)
Payments related to tax withholding for equity compensation
(2,053
)
 
(920
)
Net cash from (for) financing activities
13,551

 
(46,200
)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
841

 
2,868

CASH AND CASH EQUIVALENTS
 
 
 
Net decrease for the period
(21,633
)
 
(51,472
)
Balance, beginning of period
122,716

 
119,557

Balance, end of period
$
101,083

 
$
68,085

SUPPLEMENTAL INFORMATION
 
 
 
Net cash payments for interest expense
$
40,103

 
$
38,557

Interest capitalized
1,536

 
1,474

Cash payments for income taxes, net of refunds
12,534

 
6,989

Capital expenditures in accounts payable
5,955

 
1,265

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 JUNE 25, 2017 AND JUNE 26, 2016

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 June 25, 2017 and June 26, 2016 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, 2016, which were included in the Form 10-K filed on February 24, 2017. 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 supplies inventory amounts of $3.7 million have been reclassified to other current assets in the unaudited condensed consolidated balance sheet for the period ended June 26, 2016 to conform with fiscal 2017 presentation.
Adopted Accounting Pronouncements
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. The Partnership adopted this guidance in the first quarter of 2017. The impact of the guidance included: (1) prospective recognition of excess tax benefits and tax deficiencies as income tax expense (as opposed to the previous recognition in additional paid-in-capital), approximately $0.7 million of excess tax benefits were recognized in benefit for taxes for the six months ended June 25, 2017; (2) prospective exclusion of future excess tax benefits and deficiencies in the calculation of diluted shares, which had an immaterial impact on the net loss per limited partner unit for the six months ending June 25, 2017; (3) prospective classification of excess tax benefits as an operating activity within the statement of cash flows (as opposed to the previous classification as a financing activity), approximately $0.7 million of excess tax benefits were classified as an operating activity for the six months ended June 25, 2017; (4) the formal accounting policy election to recognize forfeitures as they occur (as opposed to estimating a forfeiture accrual), which did not have a material impact on the Partnership's financial statements; (5) retrospective classification of employee taxes paid when an employer withholds shares for tax withholding purposes as a financing activity within the statement of cash flows (as opposed to the previous classification as an operating activity), approximately $0.9 million was reclassified for the six months ended June 26, 2016.
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 modified retrospective transition method, and early adoption is permitted only as of an annual reporting period beginning after December 15, 2016, including interim reporting periods within that reporting period. The Partnership expects to adopt this standard in the first quarter of 2018 using the modified retrospective method. The Partnership anticipates the primary impact of the adoption on the consolidated financial statements will be the additional required disclosures around revenue recognition in the notes to the consolidated financial statements. The Partnership does not anticipate adoption of the standard to have a material effect on the consolidated financial statements.

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 financial statements. The Partnership expects to adopt this standard in the first quarter of 2019. While the Partnership is still in

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the process of evaluating the effect this standard will have on the consolidated financial statements and related disclosures, the Partnership anticipates recognizing a right-of-use asset and corresponding lease liability on the consolidated balance sheet for the Santa Clara land lease, as well as other operating leases, upon adoption.

In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Simplifying the Test for Goodwill Impairment ("ASU 2017-04"). The amendments in ASU 2017-04 eliminates step two from the goodwill impairment test. Instead, an entity should recognize an impairment charge for the amount by which a reporting unit's carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. ASU 2017-04 is effective for annual and any interim impairment tests for periods beginning after December 15, 2019 on a prospective basis. Early adoption is permitted for annual and any interim impairment tests occurring after January 1, 2017. The Partnership expects to adopt the standard for its 2017 annual impairment test and does not anticipate the adoption of the standard to have a material effect on the consolidated financial statements.

(2) Interim Reporting:
The Partnership owns and operates eleven amusement parks, two separately gated outdoor water parks, one indoor water park and five hotels. The Partnership's seasonal amusement parks are generally open during weekends beginning in April or May, and then daily from Memorial Day until Labor Day, after which they are open during weekends in September and, in most cases, October. The two separately gated outdoor water parks also operate seasonally, generally from Memorial Day to Labor Day, plus some additional weekends before and after this period. As a result, a substantial portion of the Partnership’s revenues from these parks are generated during an approximate 130- to 140-day operating season with the major portion concentrated in the third quarter during the peak vacation months of July and August. In 2017, four of the seasonal properties will extend their operating seasons approximately 20 to 25 days to include WinterFest, a holiday event operating during November and December. Knott's Berry Farm continues to be 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, (b) depreciation, certain advertising and certain seasonal operating costs are expensed over each park’s operating season, including some costs incurred prior to the season, which are deferred and 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 the Partnership's 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. 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 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 (discounted cash flows) approach, which 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. If the 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. 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. The Partnership assessed the remaining asset and concluded there was no impairment during the third quarter of 2016. 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:
Goodwill and other indefinite-lived intangible assets, including trade-names, are reviewed for impairment annually, or more frequently if indicators of impairment exist. As of June 25, 2017, 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 six months ended June 25, 2017 and June 26, 2016 is as follows:
(In thousands)
 
Goodwill
(gross)
 
Accumulated
Impairment
Losses
 
Goodwill
(net)
Balance at December 31, 2016
 
$
259,528

 
$
(79,868
)
 
$
179,660

Foreign currency translation
 
710

 
—

 
710

Balance at June 25, 2017
 
$
260,238

 
$
(79,868
)
 
$
180,370

 
 
 
 
 
 
 
Balance at December 31, 2015
 
$
290,679

 
$
(79,868
)
 
$
210,811

Foreign currency translation
 
6,215

 
—

 
6,215

Balance at June 26, 2016
 
$
296,894

 
$
(79,868
)
 
$
217,026


During the fourth quarter of 2016, management reassessed its accounting for the deferred income tax effects related to its Canadian disregarded entity temporary differences that were recorded in purchase accounting at the time of the acquisition. As a result, to appropriately reflect these tax effects, the Partnership recorded an adjustment that reduced goodwill and deferred tax liabilities by $33.9 million as of December 31, 2016. The adjustment did not impact the statements of operations and comprehensive income or cash flows for any period presented.

As of June 25, 2017, December 31, 2016, and June 26, 2016, the Partnership’s other intangible assets consisted of the following:
(In thousands)
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Value
June 25, 2017
 
 
 
 
 
 
Other intangible assets:
 
 
 
 
 
 
Trade names
 
$
35,761

 
$
—

 
$
35,761

License / franchise agreements
 
3,308

 
(1,416
)
 
1,892

Total other intangible assets
 
$
39,069

 
$
(1,416
)
 
$
37,653

 
 
 
 
 
 
 
December 31, 2016
 
 
 
 
 
 
Other intangible assets:
 
 
 
 
 
 
Trade names
 
$
35,603

 
$
—

 
$
35,603

License / franchise agreements
 
3,326

 
(1,092
)
 
2,234

Total other intangible assets
 
$
38,929

 
$
(1,092
)
 
$
37,837

 
 
 
 
 
 
 
June 26, 2016
 
 
 
 
 
 
Other intangible assets:
 
 
 
 
 
 
Trade names
 
$
36,086

 
$
—

 
$
36,086

License / franchise agreements
 
1,476

 
(729
)
 
747

Total other intangible assets
 
$
37,562

 
$
(729
)
 
$
36,833


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

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Table of Contents

(5) Long-Term Debt:
Long-term debt as of June 25, 2017, December 31, 2016, and June 26, 2016 consisted of the following:
(In thousands)
June 25, 2017
 
December 31, 2016
 
June 26, 2016
 
 
 
 
 
 
Revolving credit facility (due 2022)
$
—

 
$
—

 
$
—

Revolving credit facility (due 2018)
—

 
—

 
55,000

Term debt (1)
 
 
 
 
 
April 2017 U.S. term loan averaging 3.25% (due 2017-2024)
750,000

 
—

 
—

March 2013 U.S. term loan averaging 3.25% (due 2013-2020)
—

 
602,850

 
602,850

Notes
 
 
 
 
 
April 2017 U.S. fixed rate notes at 5.375% (due 2027)
500,000

 
—

 
—

June 2014 U.S. fixed rate notes at 5.375% (due 2024)
450,000

 
450,000

 
450,000

March 2013 U.S. fixed rate notes at 5.25% (due 2021)
—

 
500,000

 
500,000

 
1,700,000

 
1,552,850

 
1,607,850

Less current portion
(7,500
)
 
(2,775
)
 
—

 
1,692,500

 
1,550,075

 
1,607,850

Less debt issuance costs
(24,609
)
 
(15,864
)
 
(18,085
)
 
$
1,667,891

 
$
1,534,211

 
$
1,589,765

(1)
The average interest rate does not reflect the effect of interest rate swap agreements (see Note 6).
In April 2017, the Partnership issued $500 million of 5.375% senior unsecured notes ("April 2017 notes"), maturing in 2027. The net proceeds from the offering of the April 2017 notes, together with borrowings under the 2017 Credit Agreement (defined below), were used to redeem all of the Partnership's 5.25% senior unsecured notes due 2021 ("March 2013 notes"), and pay accrued interest and transaction fees and expenses, to repay in full all amounts outstanding under its existing credit facilities and for general corporate purposes. The redemption of the March 2013 notes and repayments of the amounts outstanding under the existing credit facilities resulted in the write-off of debt issuance costs of $7.6 million and debt premium payments of $15.5 million. Accordingly, the Partnership recorded a loss on debt extinguishment of $23.1 million in the second quarter of 2017.

Concurrently with the April 2017 notes issuance, the Partnership amended and restated its existing $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 $1,025 million amended and restated credit agreement (the "2017 Credit Agreement") includes a $750 million senior secured term loan facility and a $275 million senior secured revolving credit facility. The terms of the senior secured term loan facility include a maturity date of April 15, 2024 and an interest rate of London InterBank Offered Rate ("LIBOR") plus 225 basis points (bps). The term loan amortizes at $7.5 million annually. The facilities provided under the 2017 Credit Agreement are collateralized by substantially all of the assets of the Partnership.

Terms of the 2017 Credit Agreement include a revolving credit facility of a combined $275 million with a Canadian sub-limit of $15 million. Borrowings under the senior secured revolving credit facility bear interest at LIBOR or Canadian Dollar Offered Rate ("CDOR") plus 200 bps. The revolving credit facility is scheduled to mature in April 2022 and also provides for the issuance of documentary and standby letters of credit. The 2017 Credit Agreement requires the payment of a 37.5 bps commitment fee per annum on the unused portion of the credit facilities.

The April 2017 notes pay interest semi-annually in April and October, with the principal due in full on April 15, 2027. Prior to April 15, 2020, 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% of the principal amount thereof, together with accrued and unpaid interest and additional interest, if any. The notes may be redeemed, in whole or in part, at any time prior to April 15, 2022 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 and additional 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 June 2014, the Partnership issued $450 million of 5.375% senior unsecured notes ("June 2014 notes"), maturing in 2024. The Partnership's June 2014 notes pay interest semi-annually in June and December, with the principal due in full on June 1, 2024. 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

11
Table of Contents

of the notes redeemed together 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.

The 2017 Credit Agreement includes a Consolidated Leverage Ratio, which if breached for any reason and not cured could result in an event of default. The ratio is set at a maximum of 5.50x consolidated total debt-to-consolidated EBITDA. As of June 25, 2017, the Partnership was in compliance with this Financial Condition Covenant and all other covenants under the 2017 Credit Agreement.

The Partnership's long-term debt agreements include Restricted Payment provisions. Pursuant to the terms of the indenture governing the Partnership's June 2014 notes, which includes the most restrictive of these Restricted Payments provisions, 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 the Partnership's ability to make additional Restricted Payments 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 certain interest rate and foreign currency risks. By utilizing a derivative instrument to hedge 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 effectively convert $500 million of variable-rate debt to 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 31, 2018 maturity. The 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 market value of the Partnership's swap portfolio was recorded within "Derivative Liability" on the unaudited condensed consolidated balance sheets as of June 25, 2017, December 31, 2016, and June 26, 2016 as follows:
(In thousands)
 
June 25, 2017
 
December 31, 2016
 
June 26, 2016
Derivatives not designated as hedging instruments:
 
 
 
 
 
 
Interest rate swaps
 
$
(18,166
)
 
$
(17,721
)
 
$
(30,900
)

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 amended interest rate swap agreements are not designated as hedging instruments. As of June 25, 2017, we have no designated derivatives; therefore, no amount of designated derivatives are forecasted to be reclassified into earnings in the next twelve months.

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 31, 2018 maturity. As of June 25, 2017, approximately $14.2 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.


12
Table of Contents

The following table summarizes the effect of derivative instruments on income and other comprehensive income for the three months ended June 25, 2017 and June 26, 2016:
(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 6/25/2017
 
Three months ended 6/26/2016
 
Designated Derivatives
 
Three months ended 6/25/2017
 
Three months ended 6/26/2016
 
Derivatives
Not Designated
 
Three months ended 6/25/2017
 
Three months ended 6/26/2016
Interest rate swaps
 
$
—

 
$
—

 
Interest Expense
 
$
—

 
$
—

 
Net effect of swaps
 
$
(2,003
)
 
$
(3,046
)

During the quarter ended June 25, 2017, the Partnership recognized $2.0 million of losses 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 $4.4 million recorded in “Net effect of swaps.”

During the quarter ended June 26, 2016, the Partnership recognized $3.0 million of losses on the derivatives not designated as cash flow hedges and $2.4 million of expense representing the amortization of amounts in AOCI. The effect of these amounts resulted in a charge to earnings of $5.4 million recorded in “Net effect of swaps.”

The following table summarizes the effect of derivative instruments on income and other comprehensive income for the six months ended June 25, 2017 and June 26, 2016:
(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
 
Six months ended 6/25/2017
 
Six months ended 6/26/2016
 
Designated Derivatives
 
Six months ended 6/25/2017
 
Six months ended 6/26/2016
 
Derivatives
Not Designated
 
Six months ended 6/25/2017
 
Six months ended 6/26/2016
Interest rate swaps
 
$
—

 
$
(4,671
)
 
Interest Expense
 
$
—

 
$
(851
)
 
Net effect of swaps
 
$
60

 
$
(3,311
)

During the six-month period ended June 25, 2017, the Partnership recognized $0.1 million of gains on the derivatives not designated as cash flow hedges and $4.7 million of expense representing the regular amortization of amounts in AOCI. The effect of these amounts resulted in a charge to earnings of $4.7 million recorded in “Net effect of swaps.”

During the six-month period ended June 26, 2016, the Partnership recognized $3.3 million of losses on the derivatives not designated as cash flow hedges and $3.9 million of expense representing the amortization of amounts in AOCI. The effect of these amounts resulted in a charge to earnings of $7.3 million recorded in “Net effect of swaps.”


13
Table of Contents

(7) Fair Value Measurements:
The FASB's Accounting Standards Codification (ASC) 820 "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, FASB ASC 820 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.

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 June 25, 2017, December 31, 2016, and June 26, 2016 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
 
June 25, 2017
 
December 31, 2016
 
June 26, 2016
 
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
Derivative Liability
Level 2
 
$
(18,166
)
$
(18,166
)
 
$
(17,721
)
$
(17,721
)
 
$
(30,900
)
$
(30,900
)
Other financial assets (liabilities):
March 2013 term debt
Long-Term Debt (1)
Level 2
 
—

—

 
$
(600,075
)
$
(603,075
)
 
$
(602,850
)
$
(604,357
)
April 2017 term debt
Long-Term Debt (1)
Level 2
 
$
(742,500
)
$
(747,141
)
 
—

—

 
—

—

March 2013 notes
Long-Term Debt (1)
Level 1
 
—

—

 
$
(500,000
)
$
(510,000
)
 
$
(500,000
)
$
(518,750
)
June 2014 notes
Long-Term Debt (1)
Level 1
 
$
(450,000
)
$
(475,875
)
 
$
(450,000
)
$
(462,375
)
 
$
(450,000
)
$
(465,750
)
April 2017 notes
Long-Term Debt (1)
Level 2
 
$
(500,000
)
$
(529,375
)
 
—

—

 
—

—


(1)
Carrying values of long-term debt balances are before reductions for debt issuance costs of $24.6 million, $15.9 million, and $18.1 million as of June 25, 2017, December 31, 2016, and June 26, 2016, respectively.

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.

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 June 25, 2017, December 31, 2016, or June 26, 2016.

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(8) Earnings per Unit:
Net income (loss) per limited partner unit is calculated based on the following unit amounts:
 
Three months ended
 
Six months ended
 
6/25/2017
 
6/26/2016
 
6/25/2017
 
6/26/2016
 
(In thousands, except per unit amounts)
Basic weighted average units outstanding
56,076

 
55,940

 
56,025

 
55,909

Effect of dilutive units:
 
 
 
 
 
 
 
Deferred units
40

 
30

 
—

 
28

Performance units
—

 
—

 
—

 
64

Restricted units
288

 
253

 
—

 
273

Unit options
194

 
135

 
—

 
132

Phantom units
—

 
—

 
—

 
—

Diluted weighted average units outstanding
56,598

 
56,358

 
56,025

 
56,406

Net income (loss) per unit - basic
$
0.56

 
$
1.04

 
$
(0.60
)
 
$
0.17

Net income (loss) per unit - diluted
$
0.55

 
$
1.03

 
$
(0.60
)
 
$
0.17


(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 subsidiaries.

As of the end of the second quarter of 2017, 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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Table of Contents

(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 months ended June 25, 2017 and June 26, 2016:

Changes in Accumulated Other Comprehensive Income by Component (1)
(In thousands)
 
Gains and Losses on Cash Flow Hedges
 
Foreign Currency Translation
 
Total
Balance at March 26, 2017
 
$
(13,956
)
 
$
18,231

 
$
4,275

 
 
 
 
 
 
 
 
Other comprehensive income before reclassifications
 
—

 
(1,282
)
 
(1,282
)
 
 
 
 
 
 
 
 
Amounts reclassified from accumulated other comprehensive income, net of tax ($371) (2)
 
1,993

 
—

 
1,993

 
 
 
 
 
 
 
 
Net other comprehensive income
 
1,993

 
(1,282
)
 
711

 
 
 
 
 
 
 
 
Balance at June 25, 2017
 
$
(11,963
)
 
$
16,949

 
$
4,986


(1)
All amounts are net of tax. Amounts in parentheses indicate debits.
(2)
See Reclassifications Out of Accumulated Other Comprehensive Income table below for reclassification details.

Changes in Accumulated Other Comprehensive Income by Component (1)
(In thousands)
 
Gains and Losses on Cash Flow Hedges
 
Foreign Currency Translation
 
Total
Balance at March 27, 2016
 
$
(21,931
)
 
$
18,196

 
$
(3,735
)
 
 
 
 
 
 
 
 
Other comprehensive income before reclassifications, net of tax $1,414
 
—

 
(2,449
)
 
(2,449
)
 
 
 
 
 
 
 
 
Amounts reclassified from accumulated other comprehensive income, net of tax ($371) (2)
 
1,993

 
—

 
1,993

 
 
 
 
 
 
 
 
Net other comprehensive income
 
1,993

 
(2,449
)
 
(456
)
 
 
 
 
 
 
 
 
Balance at June 26, 2016
 
$
(19,938
)
 
$
15,747

 
$
(4,191
)

(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.

Reclassifications Out of Accumulated Other Comprehensive Income (1)
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
(In thousands)
 
Three months ended
6/25/2017
 
Three months ended
6/26/2016
 
 
Interest rate contracts
 
$
2,364

 
$
2,364

 
Net effect of swaps
Provision for taxes
 
(371
)
 
(371
)
 
Provision (benefit) for taxes
Gains and losses on cash flow hedges
 
$
1,993

 
$
1,993

 
Net of tax

(1)
Amounts in parentheses indicate gains.

16
Table of Contents

The following tables reflect the changes in accumulated other comprehensive income related to limited partners' equity for the six months ended June 25, 2017 and June 26, 2016:

Changes in Accumulated Other Comprehensive Income by Component (1)
(In thousands)
 
Gains and Losses on Cash Flow Hedges
 
Foreign Currency Translation
 
Total
Balance at December 31, 2016
 
$
(15,950
)
 
$
18,891

 
$
2,941

 
 
 
 
 
 
 
 
Other comprehensive income before reclassifications
 
—

 
(1,942
)
 
(1,942
)
 
 
 
 
 
 
 
 
Amounts reclassified from accumulated other comprehensive income, net of tax ($742) (2)
 
3,987

 
—

 
3,987

 
 
 
 
 
 
 
 
Net other comprehensive income
 
3,987

 
(1,942
)
 
2,045

 
 
 
 
 
 
 
 
Balance at June 25, 2017
 
$
(11,963
)
 
$
16,949

 
$
4,986


(1)
All amounts are net of tax. Amounts in parentheses indicate debits.
(2)
See Reclassifications Out of Accumulated Other Comprehensive Income table below for reclassification details.

Changes in Accumulated Other Comprehensive Income by Component (1)
(In thousands)
 
Gains and Losses on Cash Flow Hedges
 
Foreign Currency Translation
 
Total
Balance at December 31, 2015
 
$
(19,300
)
 
$
22,591

 
$
3,291

 
 
 
 
 
 
 
 
Other comprehensive income before reclassifications, net of tax $711 and $3,934, respectively
 
(3,960
)
 
(6,844
)
 
(10,804
)
 
 
 
 
 
 
 
 
Amounts reclassified from accumulated other comprehensive income, net of tax ($619) (2)
 
3,322

 
—

 
3,322

 
 
 
 
 
 
 
 
Net other comprehensive income
 
(638
)
 
(6,844
)
 
(7,482
)
 
 
 
 
 
 
 
 
Balance at June 26, 2016
 
$
(19,938
)
 
$
15,747

 
$
(4,191
)

(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.

Reclassifications Out of Accumulated Other Comprehensive Income (1)
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
(In thousands)
 
Six months ended
6/25/2017
 
Six months ended
6/26/2016
 
 
Interest rate contracts
 
$
4,729

 
$
3,941

 
Net effect of swaps
Provision for taxes
 
(742
)
 
(619
)
 
Provision (benefit) for taxes
Gains and losses on cash flow hedges
 
$
3,987

 
$
3,322

 
Net of tax

(1)
Amounts in parentheses indicate gains.


17
Table of Contents

(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 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 June 25, 2017, December 31, 2016, and June 26, 2016 and for the three-month and six-month periods ended June 25, 2017 and June 26, 2016. In lieu of providing separate unaudited financial statements for the guarantor subsidiaries, the Partnership has included the accompanying unaudited condensed consolidating financial statements.


18
Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
June 25, 2017
(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
 
$
—

 
$
—

 
$
49,488

 
$
52,298

 
$
(703
)
 
$
101,083

Receivables
 
—

 
1,285

 
37,080

 
778,142

 
(733,130
)
 
83,377

Inventories
 
—

 
—

 
3,636

 
39,604

 
—

 
43,240

Other current assets
 
376

 
374

 
2,759

 
32,458

 
(1,358
)
 
34,609

 
 
376

 
1,659

 
92,963

 
902,502

 
(735,191
)
 
262,309

Property and Equipment, net
 
—

 
851

 
176,352

 
1,431,423

 
—

 
1,608,626

Investment in Park
 
399,003

 
866,792

 
207,621

 
157,018

 
(1,630,434
)
 
—

Goodwill
 
674

 
—

 
60,090

 
119,606

 
—

 
180,370

Other Intangibles, net
 
—

 
—

 
13,409

 
24,244

 
—

 
37,653

Deferred Tax Asset
 
—

 
22,137

 
—

 
—

 
(22,137
)
 
—

Other Assets
 
—

 
2,000

 
107

 
18,392

 
—

 
20,499

 
 
$
400,053

 
$
893,439

 
$
550,542

 
$
2,653,185

 
$
(2,387,762
)
 
$
2,109,457

LIABILITIES AND PARTNERS’ EQUITY
 
 
 
 
 
 
 
 
 
 
 
 
Current Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Current maturities of long-term debt
 
$
—

 
$
1,310

 
$
—

 
$
6,190

 
$
—

 
$
7,500

Accounts payable
 
445,741

 
292,715

 
4,514

 
36,237

 
(733,833
)
 
45,374

Deferred revenue
 
—

 
—

 
20,046

 
173,292

 
—

 
193,338

Accrued interest
 
346

 
230

 
1,668

 
7,491

 
—

 
9,735

Accrued taxes
 
724

 
12,079

 
—

 
18,907

 
(1,358
)
 
30,352

Accrued salaries, wages and benefits
 
—

 
22,918

 
2,037

 
—

 
—

 
24,955

Self-insurance reserves
 
—

 
11,900

 
1,448

 
13,512

 
—

 
26,860

Other accrued liabilities
 
2,982

 
3,979

 
808

 
8,937

 
—

 
16,706

 
 
449,793

 
345,131

 
30,521

 
264,566

 
(735,191
)
 
354,820

Deferred Tax Liability
 
—

 
—

 
13,584

 
125,350

 
(22,137
)
 
116,797

Derivative Liability
 
10,900

 
7,266

 
—

 
—

 
—

 
18,166

Other Liabilities
 
—

 
1,262

 
—

 
11,161

 
—

 
12,423

Long-Term Debt:
 
 
 
 
 
 
 
 
 
 
 
 
Term debt
 
—

 
128,533

 
—

 
602,725

 
—

 
731,258

Notes
 
—

 
—

 
445,062

 
491,571

 
—

 
936,633

 
 
—

 
128,533

 
445,062

 
1,094,296

 
—

 
1,667,891

 
 
 
 
 
 
 
 
 
 
 
 
 
Equity
 
(60,640
)
 
411,247

 
61,375

 
1,157,812

 
(1,630,434
)
 
(60,640
)
 
 
$
400,053

 
$
893,439

 
$
550,542

 
$
2,653,185

 
$
(2,387,762
)
 
$
2,109,457



 


19
Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 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
 
$
—

 
$
—

 
$
65,563

 
$
58,178

 
$
(1,025
)
 
$
122,716

Receivables
 
—

 
1,409

 
28,019

 
576,975

 
(570,989
)
 
35,414

Inventories
 
—

 
—

 
1,371

 
24,905

 
—

 
26,276

Other current assets
 
173

 
796

 
2,229

 
9,833

 
(1,761
)
 
11,270

 
 
173

 
2,205

 
97,182

 
669,891

 
(573,775
)
 
195,676

Property and Equipment, net
 
—

 
844

 
175,358

 
1,363,018

 
—

 
1,539,220

Investment in Park
 
798,076

 
937,626

 
200,075

 
324,282

 
(2,260,059
)
 
—

Goodwill
 
674

 
—

 
59,381

 
119,605

 
—

 
179,660

Other Intangibles, net
 
—

 
—

 
13,255

 
24,582

 
—

 
37,837

Deferred Tax Asset
 
—

 
33,303

 
—

 
—

 
(33,303
)
 
—

Other Assets
 
—

 
2,000

 
108

 
18,680

 
—

 
20,788

 
 
$
798,923

 
$
975,978

 
$
545,359

 
$
2,520,058

 
$
(2,867,137
)
 
$
1,973,181

LIABILITIES AND PARTNERS’ EQUITY
 
 
 
 
 
 
 
 
 
 
 
 
Current Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Current maturities of long-term debt
 
$
—

 
$
572

 
$
64

 
$
2,139

 
$
—

 
2,775

Accounts payable
 
428,396

 
145,258

 
740

 
18,471

 
(572,014
)
 
20,851

Deferred revenue
 
—

 
—

 
5,601

 
77,164

 
—

 
82,765

Accrued interest
 
4,613

 
3,207

 
2,057

 
109

 
—

 
9,986

Accrued taxes
 
405

 
18,653

 
—

 
41,661

 
(1,761
)
 
58,958

Accrued salaries, wages and benefits
 
—

 
29,227

 
1,131

 
—

 
—

 
30,358

Self-insurance reserves
 
—

 
12,490

 
1,321

 
13,252

 


 
27,063

Other accrued liabilities
 
2,282

 
3,018

 
193

 
4,434

 
—

 
9,927

 
 
435,696

 
212,425

 
11,107

 
157,230

 
(573,775
)
 
242,683

Deferred Tax Liability
 
—

 
—

 
12,838

 
125,350

 
(33,303
)
 
104,885

Derivative Liability
 
10,633

 
7,088

 
—

 
—

 
—

 
17,721

Other Liabilities
 
—

 
1,236

 
—

 
11,926

 
—

 
13,162

Long-Term Debt:
 
 
 
 
 
 
 
 
 
 
 
 
Term debt
 
—

 
123,672

 
13,598

 
456,958

 
—

 
594,228