Cedar Fair-10Q-1-2014
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 March 30, 2014
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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
 
x
  
Accelerated filer
 
o
 
 
 
 
Non-accelerated filer
 
o (Do not check if a smaller reporting company)
  
Smaller reporting company
 
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
 
 
 
Title of Class
 
Units Outstanding As Of May 1, 2014
Units Representing
Limited Partner Interests
 
55,837,975


Table of Contents

CEDAR FAIR, L.P.
INDEX
FORM 10 - Q
 
 
 
 
 
 
  
 
 
 
 
Item 1.
 
  

 
 
 
Item 2.
 
  
31-37

 
 
 
Item 3.
 
  
37-38

 
 
 
Item 4.
 
  
38

 
 
  
 
 
 
 
Item 1.
 
  
38-39

 
 
 
Item 1A.
 
 
39

 
 
 
 
 
Item 6.
 
  
40

 
 
  
41

 
 
  
42




Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
 
 
3/30/2014
 
12/31/2013
 
3/31/2013
ASSETS
 
 
 
 
 
 
Current Assets:
 
 
 
 
 
 
Cash and cash equivalents
 
$
8,867

 
$
118,056

 
$
10,038

Receivables
 
19,630

 
21,333

 
13,342

Inventories
 
38,264

 
26,080

 
39,063

Current deferred tax asset
 
26,653

 
9,675

 
36,022

Prepaid advertising
 
20,101

 
2,228

 
16,396

Other current assets
 
9,919

 
9,125

 
11,319

 
 
123,434

 
186,497

 
126,180

Property and Equipment:
 
 
 
 
 
 
Land
 
279,992

 
283,313

 
301,469

Land improvements
 
349,245

 
350,869

 
338,777

Buildings
 
581,525

 
584,659

 
587,603

Rides and equipment
 
1,485,418

 
1,494,112

 
1,446,904

Construction in progress
 
85,854

 
44,550

 
63,509

 
 
2,782,034

 
2,757,503

 
2,738,262

Less accumulated depreciation
 
(1,248,072
)
 
(1,251,740
)
 
(1,167,410
)
 
 
1,533,962

 
1,505,763

 
1,570,852

Goodwill
 
233,528

 
238,089

 
243,653

Other Intangibles, net
 
38,920

 
39,471

 
40,323

Other Assets
 
43,391

 
44,807

 
34,648

 
 
$
1,973,235

 
$
2,014,627

 
$
2,015,656

LIABILITIES AND PARTNERS’ EQUITY
 
 
 
 
 
 
Current Liabilities:
 
 
 
 
 
 
Current maturities of long-term debt
 
$
1,450

 
$

 
$
6,300

Accounts payable
 
45,028

 
13,222

 
37,443

Deferred revenue
 
70,148

 
44,521

 
66,184

Accrued interest
 
10,073

 
23,201

 
8,339

Accrued taxes
 
6,452

 
19,481

 
9,000

Accrued salaries, wages and benefits
 
24,519

 
29,200

 
20,182

Self-insurance reserves
 
22,696

 
23,653

 
23,557

Other accrued liabilities
 
4,896

 
5,521

 
7,867

 
 
185,262

 
158,799

 
178,872

Deferred Tax Liability
 
157,281

 
158,113

 
154,587

Derivative Liability
 
27,789

 
26,662

 
31,031

Other Liabilities
 
7,755

 
11,290

 
7,685

Long-Term Debt:
 
 
 
 
 
 
Revolving credit loans
 
55,000

 

 
96,000

Term debt
 
617,400

 
618,850

 
623,700

Notes
 
901,957

 
901,782

 
901,255

 
 
1,574,357

 
1,520,632

 
1,620,955

Commitments and Contingencies (Note 10)
 

 

 

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

 
5,290

 
5,290

General partner
 
1

 
2

 

Limited partners, 55,835, 55,716 and 55,712 units outstanding at March 30, 2014, December 31, 2013 and March 31, 2013, respectively
 
29,537

 
148,847

 
36,550

Accumulated other comprehensive loss
 
(14,037
)
 
(15,008
)
 
(19,314
)
 
 
20,791

 
139,131

 
22,526

 
 
$
1,973,235

 
$
2,014,627

 
$
2,015,656

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

3

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(In thousands, except per unit amounts)
 
 
Three months ended
 
Twelve months ended
 
 
3/30/2014
 
3/31/2013
 
3/30/2014
 
3/31/2013
Net revenues:
 
 
 
 
 
 
 
 
Admissions
 
$
19,067

 
$
20,023

 
$
646,051

 
$
620,422

Food, merchandise and games
 
16,386

 
16,692

 
355,799

 
346,374

Accommodations and other
 
5,013

 
5,084

 
131,389

 
115,259


 
40,466

 
41,799

 
1,133,239

 
1,082,055

Costs and expenses:
 
 
 
 
 
 
 
 
Cost of food, merchandise, and games revenues
 
4,985

 
5,037

 
91,720

 
95,998

Operating expenses
 
80,350

 
76,657

 
476,037

 
456,775

Selling, general and administrative
 
21,404

 
21,039

 
152,777

 
141,366

Depreciation and amortization
 
4,307

 
4,786

 
122,008

 
127,013

Gain on sale of other assets
 

 

 
(8,743
)
 
(6,625
)
Loss on impairment / retirement of fixed assets, net
 
997

 
600

 
2,936

 
30,844


 
112,043

 
108,119

 
836,735

 
845,371

Operating income (loss)
 
(71,577
)
 
(66,320
)
 
296,504

 
236,684

Interest expense
 
24,732

 
25,763

 
102,040

 
109,579

Net effect of swaps
 
371

 
9,211

 
(1,957
)
 
8,689

Loss on early debt extinguishment
 

 
34,573

 

 
34,573

Unrealized/realized foreign currency loss
 
17,184

 
8,958

 
37,167

 
8,152

Other income
 
(73
)
 
(40
)
 
(187
)
 
(92
)
Income (loss) before taxes
 
(113,791
)
 
(144,785
)
 
159,441

 
75,783

Provision (benefit) for taxes
 
(30,251
)
 
(35,659
)
 
25,651

 
17,638

Net income (loss)
 
(83,540
)
 
(109,126
)
 
133,790

 
58,145

Net income (loss) allocated to general partner
 
(1
)
 
(1
)
 
1

 
1

Net income (loss) allocated to limited partners
 
$
(83,539
)
 
$
(109,125
)
 
$
133,789

 
$
58,144

 
 
 
 
 
 
 
 
 
Net income (loss)
 
$
(83,540
)
 
$
(109,126
)
 
$
133,790

 
$
58,145

Other comprehensive income (loss), (net of tax):
 
 
 
 
 
 
 
 
Cumulative foreign currency translation adjustment
 
1,621

 
301

 
4,076

 
1,839

Unrealized income (loss) on cash flow hedging derivatives
 
(650
)
 
8,885

 
1,201

 
8,685

Other comprehensive income (loss), (net of tax)
 
971

 
9,186

 
5,277

 
10,524

Total comprehensive income (loss)
 
$
(82,569
)
 
$
(99,940
)
 
$
139,067

 
$
68,669

Basic earnings per limited partner unit:
 
 
 
 
 
 
 
 
Weighted average limited partner units outstanding
 
55,500

 
55,854

 
55,531

 
55,694

Net income (loss) per limited partner unit
 
$
(1.51
)
 
$
(1.95
)
 
$
2.41

 
$
1.04

Diluted earnings per limited partner unit:
 
 
 
 
 
 
 
 
Weighted average limited partner units outstanding
 
55,500

 
55,854

 
55,910

 
56,056

Net income (loss) per limited partner unit
 
$
(1.51
)
 
$
(1.95
)
 
$
2.39

 
$
1.04

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

4

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF PARTNERS’ EQUITY
FOR THE THREE MONTHS ENDED MARCH 30, 2014
(In thousands)

 
Three months ended
 
3/30/14
Limited Partnership Units Outstanding
 
Beginning balance
55,716

Limited partnership unit options exercised
7

Issuance of limited partnership units as compensation
112

 
55,835

Limited Partners’ Equity
 
Beginning balance
$
148,847

Net loss
(83,539
)
Partnership distribution declared ($0.70 per limited partnership unit)
(39,091
)
Expense recognized for limited partnership unit options
223

Tax effect of units involved in option exercises and treasury unit transactions
(568
)
Issuance of limited partnership units as compensation
3,665

 
29,537

General Partner’s Equity
 
Beginning balance
2

Net loss
(1
)
 
1

Special L.P. Interests
5,290

Accumulated Other Comprehensive Income (Loss)
 
Cumulative foreign currency translation adjustment:
 
Beginning balance
5

Current period activity, net of tax ($932)
1,621

 
1,626

Unrealized loss on cash flow hedging derivatives:
 
Beginning balance
(15,013
)
Current period activity, net of tax $106
(650
)
 
(15,663
)
 
(14,037
)
Total Partners’ Equity
$
20,791







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


5

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

 
 
Three months ended
 
Twelve months ended
 
 
3/30/2014
 
3/31/2013
 
3/30/2014
 
3/31/2013
CASH FLOWS FROM (FOR) OPERATING ACTIVITIES
 
 
 
 
 
 
 
 
Net income (loss)
 
$
(83,540
)
 
(109,126
)
 
$
133,790

 
58,145

Adjustments to reconcile net income to net cash from operating activities:
 
 
 
 
 
 
 
 
Depreciation and amortization
 
4,307

 
4,786

 
122,008

 
127,013

Loss on early debt extinguishment
 

 
34,573

 

 
34,573

Loss on impairment / retirement of fixed assets, net
 
997

 
600

 
2,936

 
30,844

Gain on sale of other assets
 

 

 
(8,743
)
 
(6,625
)
Net effect of swaps
 
371

 
9,211

 
(1,957
)
 
8,689

Non-cash expense
 
21,546

 
13,867

 
50,679

 
22,127

Net change in working capital
 
(6,338
)
 
7,057

 
1,031

 
18,152

Net change in other assets/liabilities
 
(20,599
)
 
(29,635
)
 
9,338

 
5,029

Net cash from (for) operating activities
 
(83,256
)
 
(68,667
)
 
309,082

 
297,947

CASH FLOWS FROM (FOR) INVESTING ACTIVITIES
 
 
 
 
 
 
 
 
Sale of other assets
 

 

 
15,297

 
16,058

Capital expenditures
 
(40,342
)
 
(35,829
)
 
(124,826
)
 
(103,262
)
Net cash for investing activities
 
(40,342
)
 
(35,829
)
 
(109,529
)
 
(87,204
)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
 
 
 
 
 
 
 
 
Net borrowings (payments) on revolving credit loans
 
55,000

 
96,000

 
(41,000
)
 
(59,004
)
Term debt borrowings
 

 
630,000

 

 
630,000

Note borrowings
 

 
500,000

 

 
500,000

Term debt payments, including early termination penalties
 

 
(1,131,100
)
 
(11,150
)
 
(1,156,100
)
Distributions paid to partners
 
(39,091
)
 
(34,820
)
 
(147,728
)
 
(101,482
)
Exercise of limited partnership unit options
 

 
28

 
24

 
57

Payment of debt issuance costs
 

 
(23,491
)
 
242

 
(23,491
)
Excess tax benefit from unit-based compensation expense
 
(568
)
 
(127
)
 
414

 
1,519

Net cash from (for) financing activities
 
15,341

 
36,490

 
(199,198
)
 
(208,501
)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
 
(932
)
 
(786
)
 
(1,526
)
 
477

CASH AND CASH EQUIVALENTS
 
 
 
 
 
 
 
 
Net increase (decrease) for the period
 
(109,189
)
 
(68,792
)
 
(1,171
)
 
2,719

Balance, beginning of period
 
118,056

 
78,830

 
10,038

 
7,319

Balance, end of period
 
$
8,867

 
$
10,038

 
$
8,867

 
$
10,038

SUPPLEMENTAL INFORMATION
 
 
 
 
 
 
 
 
Cash payments for interest expense
 
$
36,966

 
$
31,291

 
$
96,509

 
$
102,703

Interest capitalized
 
406

 
516

 
1,500

 
1,086

Cash payments for income taxes, net of refunds
 
605

 
1,952

 
13,475

 
3,597

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

6

Table of Contents

CEDAR FAIR, L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIODS ENDED MARCH 30, 2014 AND MARCH 31, 2013
The accompanying unaudited condensed consolidated financial statements have been prepared from the financial records of Cedar Fair, L.P. (the Partnership) without audit and reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary to fairly present the results of the interim periods covered in this report.
Due to the highly seasonal nature of the Partnership’s amusement and water park operations, the results for any interim period are not indicative of the results to be expected for the full fiscal year. Accordingly, the Partnership has elected to present financial information regarding operations and cash flows for the preceding fiscal twelve-month periods ended March 30, 2014 and March 31, 2013 to accompany the quarterly results. Because amounts for the fiscal twelve months ended March 30, 2014 include actual 2013 season operating results, they may not be indicative of 2014 full calendar year operations.

(1) Significant Accounting and Reporting Policies:
The Partnership’s unaudited condensed consolidated financial statements for the periods ended March 30, 2014 and March 31, 2013 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, 2013, which were included in the Form 10-K filed on February 26, 2014. 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.
New Accounting Pronouncements

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

The amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors.
Any additional amount the reporting entity expects to pay on behalf of its co-obligors.

The guidance in this Update also requires an entity to disclose the nature and amount of the obligation as other information about those obligations. The amendments in the Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013, however early adoption is permitted. The Partnership adopted this guidance in the first quarter of 2014 and the December 31, 2013 and March 31, 2013 Unaudited Condensed Consolidating Balance Sheets in Note 12 reflect the effect of the adoption of this guidance.

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

An NOL carryforward, a similar tax loss, or a tax credit carryforward is not available as of the reporting date under the governing tax law to settle taxes that would result from the disallowance of the tax position.
The entity does not intend to use the DTA for this purpose (provided that the tax law permits a choice).

If either of these conditions exists, an entity should present a UTB in the financial statements as a liability and should not net the UTB with a DTA. New recurring disclosures are not required because the ASU does not affect the recognition or measurement of uncertain tax positions under ASC 740. The ASU’s amendments are effective for fiscal years beginning after December 15, 2013, and interim periods within those years. The Partnership adopted this guidance in the first quarter of 2014 and it did not impact its consolidated financial statements.



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Table of Contents

(2) Interim Reporting:
The Partnership owns and operates eleven amusement parks, three separately gated outdoor water parks, one indoor water park and five hotels. Virtually all of the Partnership’s revenues from its seasonal amusement parks, as well as its outdoor water parks and other seasonal resort facilities, are realized during a 130- to 140-day operating period beginning in early May, with the major portion concentrated in the third quarter during the peak vacation months of July and August. Knott's Berry Farm is open daily on a year-round basis. Castaway Bay is generally open daily from Memorial Day to Labor Day, plus a limited daily schedule for the balance of the year.
To assure that these highly seasonal operations will not result in misleading comparisons of current and subsequent interim periods, the Partnership has adopted the following accounting and reporting procedures for its seasonal parks: (a) revenues on multi-day admission tickets are recognized over the estimated number of visits expected for each type of ticket and are adjusted periodically during the season, (b) depreciation, advertising and certain seasonal operating costs are expensed during each park’s operating season, including certain costs incurred prior to the season which are amortized over the season, and (c) all other costs are expensed as incurred or ratably over the entire year.


(3) Long-Lived Assets:
Long-lived assets are reviewed for impairment upon the occurrence of events or changes in circumstances that would indicate that the carrying value of the assets may not be recoverable. In order to determine if an asset has been impaired, assets are grouped and tested at the lowest level for which identifiable, independent cash flows are available. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others: a significant decline in expected future cash flows; a sustained, significant decline in equity price and market capitalization; a significant adverse change in legal factors or in the business climate; unanticipated competition; and slower growth rates. Any adverse change in these factors could have a significant impact on the recoverability of these assets and could have a material impact on our consolidated financial statements.

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

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

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

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





8

Table of Contents

(4) Goodwill and Other Intangible Assets:
In accordance with the applicable accounting rules, goodwill is not amortized, but, along with indefinite-lived trade-names, is evaluated for impairment on an annual basis or more frequently if indicators of impairment exist. As of March 30, 2014, there were no indicators of impairment. The Partnership's annual testing date is December 31.
The Partnership tested goodwill and other indefinite-lived intangibles for impairment on December 31, 2013 and no impairment was indicated.
A summary of changes in the Partnership’s carrying value of goodwill for the three months ended March 30, 2014 and March 31, 2013 is as follows:
(In thousands)
 
Goodwill
(gross)
 
Accumulated
Impairment
Losses
 
Goodwill
(net)
Balance at December 31, 2012
 
$
326,089

 
$
(79,868
)
 
$
246,221

Foreign currency translation
 
(2,568
)
 

 
(2,568
)
Balance at March 31, 2013
 
$
323,521

 
$
(79,868
)
 
$
243,653

 
 
 
 
 
 
 
Balance at December 31, 2013
 
$
317,957

 
$
(79,868
)
 
$
238,089

Foreign currency translation
 
(4,561
)
 

 
(4,561
)
Balance at March 30, 2014
 
$
313,396

 
$
(79,868
)
 
$
233,528

At March 30, 2014, December 31, 2013, and March 31, 2013 the Partnership’s other intangible assets consisted of the following:
March 30, 2014
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Value
(In thousands)
 
 
 
 
 
 
Other intangible assets:
 
 
 
 
 
 
Trade names
 
$
38,424

 
$

 
$
38,424

License / franchise agreements
 
881

 
385

 
496

Total other intangible assets
 
$
39,305

 
$
385

 
$
38,920

 
 
 
 
 
 
 
December 31, 2013
 
 
 
 
 
 
(In thousands)
 
 
 
 
 
 
Other intangible assets:
 
 
 
 
 
 
Trade names
 
$
39,070

 
$

 
$
39,070

License / franchise agreements
 
800

 
399

 
401

Total other intangible assets
 
$
39,870

 
$
399

 
$
39,471

 
 
 
 
 
 
 
March 31, 2013
 
 
 
 
 
 
(In thousands)
 
 
 
 
 
 
Other intangible assets:
 
 
 
 
 
 
Trade names
 
$
39,858

 
$

 
$
39,858

License / franchise agreements
 
834

 
369

 
465

Total other intangible assets
 
$
40,692

 
$
369

 
$
40,323

Estimated amortization expense is expected to total less than $75,000 in each year from 2014 through 2018.

(5) Long-Term Debt:

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

9

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facilities. The facilities provided under the 2010 Credit Agreement were collateralized by substantially all of the assets of the Partnership.

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

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

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

Terms of the 2013 Credit Agreement include a revolving credit facility of a combined $255 million. Under the 2013 Credit Agreement, the Canadian portion of the revolving credit facility has a sub-limit of $15 million. U.S. denominated and Canadian denominated loans made under the revolving credit facility bear interest at a rate of LIBOR plus 225 bps (with no LIBOR floor). The revolving credit facility is scheduled to mature in March 2018 and also provides for the issuance of documentary and standby letters of credit. The 2013 Credit Agreement requires the Partnership to pay a commitment fee of 38 bps per annum on the unused portion of the credit facilities.

The 2013 Credit Agreement requires the Partnership to maintain specified financial ratios, which if breached for any reason, including a decline in operating results, could result in an event of default under the agreement. The most restrictive of these ratios is the Consolidated Leverage Ratio which is measured quarterly on a trailing-twelve month basis. The Consolidated Leverage Ratio was set at 6.25x consolidated total debt (excluding the revolving debt)-to-Consolidated EBITDA at the end of the first quarter in 2014, and the ratio will decrease by 0.25x each second quarter beginning with the second quarter of 2014 until it reaches 5.25x. As of March 30, 2014, the Partnership’s Consolidated Leverage Ratio was 3.63x, providing $175.2 million of consolidated EBITDA cushion on the ratio as of the end of the first quarter. The Partnership was in compliance with all other covenants under the 2013 Credit Agreement as of March 30, 2014.

The 2013 Credit Agreement also includes provisions that allow the Partnership to make restricted payments of up to $60 million annually, so long as no default or event of default has occurred and is continuing. These restricted payments are not subject to any specific covenants. Additional restricted payments are allowed to be made based on an Excess-Cash-Flow formula, should the Partnership’s pro-forma Consolidated Leverage Ratio be less than or equal to 5.00x. Per the terms of the indenture governing the Partnership's notes maturing in 2018, which is more restrictive than the indenture governing the Partnership's notes maturing in 2021, we can make restricted payments of $20 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 2013 and beyond is permitted should the Partnership's pro forma trailing-twelve-month Total-Indebtedness-to-Consolidated-Cash-Flow Ratio be less than or equal to 4.75x.

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

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



10

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(6) Derivative Financial Instruments:
Derivative financial instruments are used within the Partnership’s overall risk management program to manage certain interest rate and foreign currency risks. By utilizing a derivative instrument to hedge our exposure to LIBOR rate changes, the Partnership is exposed to credit risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. To mitigate this risk, hedging instruments are placed with a counterparty that the Partnership believes poses minimal credit risk.
The Partnership does not use derivative financial instruments for trading purposes.

We have entered into several interest rate swaps that fix all of our variable rate term-debt payments. As of March 30, 2014, we have $800 million of variable-rate debt to fixed rates swaps that mature in December 2015 and fix LIBOR at a weighted average rate of 2.38%. These swaps have been de-designated as cash flow hedges. During the third quarter and fourth quarter of 2013, we entered into four forward-starting interest rate swap agreements that will effectively convert $500 million of variable-rate debt to fixed rates beginning in December of 2015. These swaps, which were designated as cash flow hedges, mature on December 31, 2018 and fix LIBOR at a weighted average rate of 2.94%.
Fair Value of Derivative Instruments and the Classification in Condensed Consolidated Balance Sheet:
(In thousands)
 
Condensed Consolidated
Balance Sheet Location
 
Fair Value as of
 
Fair Value as of
 
Fair Value as of
March 30, 2014
 
December 31, 2013
 
March 31, 2013
Derivatives designated as hedging instruments:
 
 
 
 
 
 
 
 
Interest rate swaps
 
Derivative Liability
 
$
(6,657
)
 
$
(3,916
)
 
$
(23,388
)
Total derivatives designated as hedging instruments
 
 
 
$
(6,657
)
 
$
(3,916
)
 
$
(23,388
)
Derivatives not designated as hedging instruments:
 
 
 
 
 
 
 
 
Interest rate swaps
 
Derivative Liability
 
$
(21,132
)
 
$
(22,746
)
 
$
(7,643
)
Total derivatives not designated as hedging instruments
 
 
 
$
(21,132
)
 
$
(22,746
)
 
$
(7,643
)
Net derivative liability
 
 
 
$
(27,789
)
 
$
(26,662
)
 
$
(31,031
)
 
Derivatives Designated as Hedging Instruments
Changes in fair value of highly effective hedges are recorded as a component of accumulated other comprehensive loss in the unaudited condensed consolidated balance sheets. Any ineffectiveness is recognized immediately in income. Amounts recorded as a component of accumulated other comprehensive loss are reclassified into earnings in the same period the forecasted transactions affect earnings. As of March 30, 2014 we have no amounts that are forecasted to be reclassified into earnings in the next twelve months. As of March 31, 2013, $600 million of our portfolio qualified for hedge accounting and the fair value of these swaps are reflected in the above table. Subsequently, these derivatives were de-designated in the third quarter of 2013, as the hedge effectiveness testing indicated that these swaps would be ineffective throughout the remaining periods until maturity.
Derivatives Not Designated as Hedging Instruments
Certain interest rate swap contracts were deemed ineffective in prior years and no longer qualified for hedge accounting. As a result of discontinued hedge accounting, the instruments are prospectively adjusted to fair value each reporting period through Net effect of swaps on the unaudited condensed consolidated statements of operations and comprehensive income. The amounts that were previously recorded as a component of accumulated other comprehensive loss 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 of March 30, 2014, approximately $11.8 million of losses remain in accumulated comprehensive loss related to the effective cash flow hedge contracts prior to de-designation. We estimate that losses of $7.9 million will be reclassified to earnings within the next 12 months. As of March 31, 2013, $200 million of the derivative portfolio did not qualify for hedge accounting as the amount of variable rate debt decreased to less than the total amount of our derivative portfolio, and the fair value of these swaps are reflected in the above table.

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The following table presents our derivative portfolio along with their notional amounts and their fixed interest rates.
 
Interest Rate Swaps
($'s in thousands)
Derivatives designated as hedging instruments
 
Derivatives not designated as hedging instruments
 
Notional Amounts
 
LIBOR Rate
 
Notional Amounts
 
LIBOR Rate
 
$
200,000

 
3.00
%
 
$
200,000

 
2.27
%
 
100,000

 
3.00
%
 
150,000

 
2.43
%
 
100,000

 
3.00
%
 
75,000

 
2.30
%
 
100,000

 
2.70
%
 
70,000

 
2.54
%
 
 
 
 
 
50,000

 
2.54
%
 
 
 
 
 
50,000

 
2.54
%
 
 
 
 
 
50,000

 
2.43
%
 
 
 
 
 
50,000

 
2.29
%
 
 
 
 
 
50,000

 
2.29
%
 
 
 
 
 
30,000

 
2.54
%
 
 
 
 
 
25,000

 
2.30
%
Total $'s / Average Rate
$
500,000

 
2.94
%
 
$
800,000

 
2.38
%

Effects of Derivative Instruments on Income (Loss) and Other Comprehensive Income (Loss) for the three-month periods ended March 30, 2014 and March 31, 2013:
 
(In thousands)
 
Amount of Gain (Loss) Recognized in  Accumulated OCI on Derivatives (Effective Portion)
 
Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)
 
Amount and Location of Gain (Loss)
Recognized in Income on Derivative
(Ineffective Portion)
Derivatives designated as
Cash Flow Hedging
Relationships
 
Three months ended
 
Three months ended
 
 
 
Three months ended
 
Three months ended
 
 
 
Three months ended
 
Three months ended
 
3/30/14
 
3/31/13
 
 
 
3/30/14
 
3/31/13
 
 
 
3/30/14
 
3/31/13
Interest rate swaps
 
$
(2,742
)
 
$
2,266

 
Interest Expense
 
$

 
$
(2,797
)
 
Net effect of swaps
 
$

 
$
435

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(In thousands)
 
Amount and Location of Gain (Loss) Recognized
in Income on Derivative
Derivatives not designated as Cash Flow
Hedging Relationships
 
 
 
Three months ended
 
Three months ended
 
 
 
3/30/14
 
3/31/13
Interest rate swaps
 
Net effect of swaps
 
1,617

 
(1,471
)
 
 
 
 
$
1,617

 
$
(1,471
)
 
 
 
 
 
 
 
During the quarter ended March 30, 2014, in addition to gains of $1.6 million recognized in income on the derivatives not designated as cash flow hedges (as noted in the tables above), $2.0 million of expense representing the regular amortization of amounts in AOCI was recorded in the condensed consolidated statements of operations for the quarter. The effect of these amounts resulted in a charge to earnings of $0.4 million recorded in “Net effect of swaps.”

For the three-month period ended March 31, 2013, in addition to the $435 thousand gain recognized in income on the ineffective portion of derivatives and $1.5 million loss recognized in income on the derivatives not designated as cash flow hedges (as noted in the tables above), $7.8 million of expense related to the write off of OCI balances on our May 2011 swaps and $330 thousand of expense representing the amortization of amounts in AOCI was recorded in the condensed consolidated statements of operations. The effect of these amounts resulted in a charge to earnings of $9.2 million recorded in “Net effect of swaps.”


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Table of Contents

Effects of Derivative Instruments on Income (Loss) and Other Comprehensive Income (Loss) for the twelve-month periods ended March 30, 2014 and March 31, 2013:
(In thousands)
 
Amount of Gain (Loss)
Recognized in Accumulated OCI on Derivatives
(Effective Portion)
 
Amount and Location of Gain (Loss)
Reclassified from Accumulated OCI into Income
(Effective Portion)
 
Amount and Location of Gain (Loss)
Recognized in Income on Derivative
(Ineffective Portion)
Derivatives designated as
Cash Flow Hedging
Relationships
 
Twelve months ended
 
Twelve months ended
 
 
 
Twelve months ended
 
Twelve months ended
 
 
 
Twelve months ended
 
Twelve months ended
 
3/30/14
 
3/31/13
 
 
 
3/30/14
 
3/31/13
 
 
 
3/30/14
 
3/31/13
Interest rate swaps
 
$
(6,658
)
 
$
2,286

 
Interest Expense
 
$
(2,797
)
 
$
(12,031
)
 
Net effect of swaps
 
$
3,268

 
$
435

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

(In thousands)
 
Amount and Location of Gain (Loss) Recognized
in Income on Derivative
Derivatives not designated as Cash Flow Hedging
Relationships
 
 
 
Twelve months ended
 
Twelve months ended
 
 
 
3/30/14
 
3/31/13
Interest rate swaps
 
Net effect of swaps
 
6,635

 
(1,471
)
 
 
 
 
$
6,635

 
$
(1,471
)
 
 
 
 
 
 
 

In addition to the $3.3 million gain recognized in income on the ineffective portion of derivatives and $6.6 million gain recognized in income on derivatives not designated as cash flow hedges (as noted in the tables above), $7.9 million of expense representing the amortization of amounts in AOCI for the swaps was recorded during the trailing twelve months ended March 30, 2014 in the condensed consolidated statements of operations. The net effect of these amounts resulted in a benefit to earnings for the trailing twelve month period of $2.0 million recorded in “Net effect of swaps.”
For the twelve-month period ending March 31, 2013, in addition to the $435 thousand gain recognized in income on the ineffective portion of designated derivatives and $1.5 million of loss recognized in income on the derivatives not designated as cash flow hedges as noted in the tables above, $7.8 million of expense related to the write off of OCI balances on our May 2011 swaps and $192 thousand of income representing the amortization of amounts in AOCI for the swaps was recorded during the trailing twelve months ended March 31, 2013 in the condensed consolidated statements of operations. The net effect of these amounts resulted in expense for the trailing twelve month period of $8.7 million recorded in “Net effect of swaps.”
 
(7) Fair Value Measurements:
The FASB Accounting Standards Codification (ASC) relating to fair value measurements emphasizes that fair value is a market-based measurement that should be determined based on assumptions (inputs) that market participants would use in pricing an asset or liability. Inputs may be observable or unobservable, and valuation techniques used to measure fair value should maximize the use of relevant observable inputs and minimize the use of unobservable inputs. Accordingly, the FASB’s ASC establishes a hierarchal disclosure framework that ranks the quality and reliability of information used to determine fair values. The hierarchy is associated with the level of pricing observability utilized in measuring fair value and defines three levels of inputs to the fair value measurement process—quoted prices are the most reliable valuation inputs, whereas model values that include inputs based on unobservable data are the least reliable. Each fair value measurement must be assigned to a level corresponding to the lowest level input that is significant to the fair value measurement in its entirety.
The three broad levels of inputs defined by the fair value hierarchy are as follows:
 
Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
 
Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
 
Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.

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Table of Contents

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

The table below presents the balances of assets and liabilities measured at fair value as of March 30, 2014, December 31, 2013, and March 31, 2013 on a recurring basis:
 
 
Total
 
Level 1
 
Level 2
 
Level 3
March 30, 2014
 
 
 
 
 
 
 
 
(In thousands)
 
 
 
 
 
 
 
 
Interest rate swap agreements (1)
 
$
(6,657
)
 
$

 
$
(6,657
)
 
$

Interest rate swap agreements (2)
 
(21,132
)
 

 
(21,132
)
 

Net derivative liability
 
$
(27,789
)
 
$

 
$
(27,789
)
 
$

 
 
 
 
 
 
 
 
 
December 31, 2013
 
 
 
 
 
 
 
 
Interest rate swap agreements (1)
 
$
(3,916
)
 
$

 
$
(3,916
)
 
$

Interest rate swap agreements (2)
 
$
(22,746
)
 
$

 
$
(22,746
)
 
$

Net derivative liability
 
$
(26,662
)
 
$

 
$
(26,662
)
 
$

 
 
 
 
 
 
 
 
 
March 31, 2013
 
 
 
 
 
 
 
 
Interest rate swap agreements (1)
 
$
(23,388
)
 
$

 
$
(23,388
)
 
$

Interest rate swap agreements (2)
 
$
(7,643
)
 
$

 
$
(7,643
)
 
$

Net derivative liability
 
$
(31,031
)
 
$

 
$
(31,031
)
 
$

(1)
Designated as cash flow hedges and are included in “Derivative Liability” on the Unaudited Condensed Consolidated Balance Sheet
(2)
Not designated as cash flow hedges and are included in "Derivative Liability" on the Unaudited Condensed Consolidated Balance Sheet
Fair values of the interest rate swap agreements are determined using significant inputs, including the LIBOR forward curves, that are considered Level 2 observable market inputs. In addition, the Partnership considered the effect of its credit and non-performance risk on the fair values provided, and recognized an adjustment decreasing the net derivative liability by approximately $0.6 million as of March 30, 2014.
The carrying value of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximates fair value because of the short maturity of these instruments.
There were no assets measured at fair value on a non-recurring basis at March 30, 2014 or March 31, 2013, except for as described below.
At the end of the third quarter in 2012, the Partnership concluded based on operating results, as well as updated forecasts, and changes in market conditions, that a review of the carrying value of long-lived assets at Wildwater Kingdom was warranted. After performing its review, the Partnership determined that a portion of the park's fixed assets were impaired. Based on Level 3 unobservable valuation assumptions and other market inputs, the assets were marked to a fair value of $19.8 million resulting in an impairment charge of $25.0 million.
The fair value of term debt at March 30, 2014 was approximately $618.9 million based on borrowing rates currently available to the Partnership on long-term debt with similar terms and average maturities. The fair value of the Partnership's notes at March 30, 2014 was approximately $938.6 million based on public trading levels as of that date. The fair value of the term debt was based on Level 2 inputs and the notes were based on Level 1 inputs.


14

Table of Contents

(8) Earnings per Unit:
Net income per limited partner unit is calculated based on the following unit amounts:
 
 
Three months ended
 
Twelve months ended
 
 
3/30/2014
 
3/31/2013
 
3/30/2014
 
3/31/2013
 
 
(In thousands except per unit amounts)
Basic weighted average units outstanding
 
55,500

 
55,854

 
55,531

 
55,694

Effect of dilutive units:
 
 
 
 
 
 
 
 
Unit options and restricted unit awards
 

 

 
209

 
63

Phantom units
 

 

 
170

 
299

Diluted weighted average units outstanding
 
55,500

 
55,854

 
55,910

 
56,056

Net income per unit - basic
 
$
(1.51
)
 
$
(1.95
)
 
$
2.41

 
$
1.04

Net income per unit - diluted
 
$
(1.51
)
 
$
(1.95
)
 
$
2.39

 
$
1.04

 
 
 
 
 
 
 
 
 
The effect of out-of-the-money and/or antidilutive unit options on the three and twelve months ended March 30, 2014 and March 31, 2013, 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 pays a publicly traded partnership tax (PTP tax) on partnership-level gross income (net revenues less cost of food, merchandise and games). As such, the Partnership’s total provision (benefit) for taxes includes amounts for both the PTP tax and for income taxes on its corporate subsidiaries.
As of the first quarter of 2014 the Partnership has recorded $1.1 million of unrecognized tax benefits including interest and/or penalties related to state and local tax filing positions. The Partnership recognizes interest and/or penalties related to unrecognized tax benefits in the income tax provision. The Partnership does not anticipate that the balance of the unrecognized tax benefit will change significantly over the next 12 months.

(10) Contingencies:

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



15

Table of Contents

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

The following tables reflect the changes in Accumulated Other Comprehensive Income (Loss) related to limited partners' equity for the three- and twelve-month periods ended March 30, 2014 and March 31, 2013:

 
Changes in Accumulated Other Comprehensive Income by Component (1)
(In thousands)
 
 
 
 
 
 
 
 
 
Gains and Losses
 
 
 
 
 
 
 
on Cash Flow Hedges
 
Foreign Currency Items
 
 
 
 
 
 
 
 
 
Total
Balance at December 31, 2013
 
$
(15,013
)
 
$
5

 
$
(15,008
)
 
 
 
 
 
 
 
 
Other comprehensive income before reclassifications, net of tax $413 and ($932), respectively
 
(2,328
)
 
1,621

 
(707
)
 
 
 
 
 
 
 
 
Amounts reclassified from accumulated other comprehensive income, net of tax ($307) (2)
 
1,678

 

 
1,678

 
 
 
 
 
 
 
 
Net other comprehensive income
 
(650
)
 
1,621

 
971

 
 
 
 
 
 
 
 
March 30, 2014
 
$
(15,663
)
 
$
1,626

 
$
(14,037
)

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

 
Changes in Accumulated Other Comprehensive Income by Component (1)
(In thousands)
 
 
 
 
 
 
 
 
 
Gains and Losses
 
 
 
 
 
 
 
on Cash Flow Hedges
 
Foreign Currency Items
 
 
 
 
 
 
 
 
 
Total
Balance at December 31, 2012
 
$
(25,749
)
 
$
(2,751
)
 
$
(28,500
)
 
 
 
 
 
 
 
 
Other comprehensive income before reclassifications, net of tax $326 and ($174), respectively
 
1,940

 
301

 
2,241

 
 
 
 
 
 
 
 
Amounts reclassified from accumulated other comprehensive income, net of tax ($1,229) (2)
 
6,945

 

 
6,945

 
 
 
 
 
 
 
 
Net other comprehensive income
 
8,885

 
301

 
9,186

 
 
 
 
 
 
 
 
March 31, 2013
 
$
(16,864
)
 
$
(2,450
)
 
$
(19,314
)

(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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Table of Contents

 
Changes in Accumulated Other Comprehensive Income by Component (1)
(In thousands)
 
 
 
 
 
 
 
 
 
Gains and Losses
 
 
 
 
 
 
 
on Cash Flow Hedges
 
Foreign Currency Items
 
 
 
 
 
 
 
 
 
Total
Balance at March 31, 2013
 
$
(16,864
)
 
$
(2,450
)
 
$
(19,314
)
 
 
 
 
 
 
 
 
Other comprehensive income before reclassifications, net of tax $1,144 and ($2,343), respectively
 
(5,514
)
 
4,076

 
(1,438
)
 
 
 
 
 
 
 
 
Amounts reclassified from accumulated other comprehensive income, net of tax ($1,228) (2)
 
6,715

 

 
6,715

 
 
 
 
 
 
 
 
Net other comprehensive income
 
1,201

 
4,076

 
5,277

 
 
 
 
 
 
 
 
March 30, 2014
 
$
(15,663
)
 
$
1,626

 
$
(14,037
)

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

 
Changes in Accumulated Other Comprehensive Income by Component (1)
(In thousands)
 
 
 
 
 
 
 
 
 
Gains and Losses
 
 
 
 
 
 
 
on Cash Flow Hedges
 
Foreign Currency Items
 
 
 
 
 
 
 
 
 
Total
Balance at March 25, 2012
 
$
(25,549
)
 
$
(4,289
)
 
$
(29,838
)
 
 
 
 
 
 
 
 
Other comprehensive income before reclassifications, net of tax ($298) and ($1,058), respectively
 
1,988

 
1,839

 
3,827

 
 
 
 
 
 
 
 
Amounts reclassified from accumulated other comprehensive income, net of tax ($1,445) (2)
 
6,697

 

 
6,697

 
 
 
 
 
 
 
 
Net other comprehensive income
 
8,685

 
1,839

 
10,524

 
 
 
 
 
 
 
 
March 31, 2013
 
$
(16,864
)
 
$
(2,450
)
 
$
(19,314
)

(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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Table of Contents

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
 
3 months ended 3/30/14
 
3 months ended 3/31/13
 
12 months ended 3/30/14
 
12 months ended 3/31/13
 
 
 
Interest rate contracts
 
$
1,985

 
$
8,174

 
$
7,943

 
$
8,142

 
Net effect of swaps
 
 
 
$
1,985

 
$
8,174

 
$
7,943

 
$
8,142

 
Total before tax
 
 
 
(307
)
 
(1,229
)
 
(1,228
)
 
(1,445
)
 
Benefit for taxes
 
 
 
$
1,678

 
$
6,945

 
$
6,715

 
$
6,697

 
Net of tax

(1) Amounts in parentheses indicate debits.

18

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 9.125% notes and the 5.25% notes (see Note 5). The notes have been fully and unconditionally guaranteed, on a joint and several basis, by each 100% owned subsidiary of Cedar Fair (other than Cedar Canada and Magnum) that guarantees the Partnership's senior secured credit facilities. There are no non-guarantor subsidiaries.

The following consolidating schedules present condensed financial information for Cedar Fair, L.P., Cedar Canada, and Magnum, the co-issuers, and each 100% owned subsidiary of Cedar Fair (other than Cedar Canada and Magnum), the guarantors (on a combined basis), as of March 30, 2014, December 31, 2013, and March 31, 2013 and for the three and twelve month periods ended March 30, 2014 and March 31, 2013. In lieu of providing separate unaudited financial statements for the guarantor subsidiaries, the Partnership has included the accompanying condensed consolidating financial statements.

The Partnership adopted ASU 2013-04, “Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date" as of January 1, 2014. The debt disclosed on the unaudited balance sheets as of March 31, 2014, December 31, 2013 and March 31, 2013 reflect the adoption of this guidance. For the periods ended December 31, 2013 and March 31, 2013, the debt disclosed and related items have been adjusted to reflect only the amounts of debt Cedar Fair, L.P, Cedar Canada, and Magnum have recorded on their books.

In addition to making the retrospective adjustments to the balance sheets related to the adoption of ASU 2013-14, the Unaudited Condensed Consolidating Statements of Cash Flows for the three and twelve month periods ended March 31, 2013 have been revised to correct the presentation of income from investments in affiliates and other intercompany transactions as an adjustment to cash flows from operating activities. We previously reported the following amounts as cash flows from (for) investing activities.
(in thousands)
 
Cedar Fair L.P. (Parent)
 
Co-Issuer Subsidiary (Magnum)
 
Co-Issuer Subsidiary (Cedar Canada)
 
Guarantor Subsidiaries
 
Eliminations
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
Three months ended March 31, 2013
 
 
 
 
 
 
 
 
 
 
 
 
Investment in joint ventures and affiliates
 
$
65,636

 
$
58,171

 
$
(2,442
)
 
$
32,098

 
$
(153,463
)
 
$

 
 
 
 
 
 
 
 
 
 
 
 
 
Twelve months ended March 31, 2013
 
 
 
 
 
 
 
 
 
 
 
 
Investment in joint ventures and affiliates
 
43,043

 
(49,642
)
 
(2,479
)
 
4,568

 
4,510

 


In addition, the Unaudited Condensed Consolidating Statement of Cash Flows for the twelve month period ended March 31, 2013 has been revised to correct the presentation of cash received by a co-issuer subsidiary (Magnum), related to intercompany term debt as cash flows from investing activities. We previously reported an $104.2 million intercompany term debt receipt as cash flows from financing activities.

These revisions had no effect on the Partnership's Unaudited Condensed Consolidated Balance Sheets, Statements of Operations and Comprehensive Income, Statements of Partner's Equity, or Statements of Cash Flows.

19

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
March 30, 2014
(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
 
$

 
$
571

 
$
3,524

 
$
4,772

 
$

 
$
8,867

Receivables
 
59

 
96,547

 
76,669

 
530,662

 
(684,307
)
 
19,630

Inventories
 

 
3,794

 
2,841

 
31,629

 

 
38,264

Current deferred tax asset
 

 
22,409

 
800

 
3,444

 

 
26,653

Other current assets
 
325

 
10,578

 
5,589

 
15,891

 
(2,363
)
 
30,020

 
 
384

 
133,899

 
89,423

 
586,398

 
(686,670
)
 
123,434

Property and Equipment (net)
 
455,780

 
8,110

 
240,175

 
829,897

 

 
1,533,962

Investment in Park
 
443,179

 
744,425

 
138,604

 
35,052

 
(1,361,260
)
 

Goodwill
 
9,061

 

 
113,249

 
111,218

 

 
233,528

Other Intangibles, net
 

 

 
16,037

 
22,883

 

 
38,920

Deferred Tax Asset
 

 
30,296

 

 
117

 
(30,413
)
 

Intercompany Receivable
 

 

 

 

 

 

Other Assets
 
12,213

 
22,179

 
6,087

 
2,912

 

 
43,391

 
 
$
920,617

 
$
938,909

 
$
603,575

 
$
1,588,477

 
$
(2,078,343
)
 
$
1,973,235

LIABILITIES AND PARTNERS’ EQUITY
 
 
 
 
 
 
 
 
 
 
 
 
Current Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Current maturities of long-term debt
 
$
827

 
$
590

 
$
33

 
$

 
$

 
$
1,450

Accounts payable
 
173,364

 
230,516

 
10,818

 
314,637

 
(684,307
)
 
45,028

Deferred revenue
 

 
85

 
4,048

 
66,015

 

 
70,148

Accrued interest
 
2,580

 
1,567

 
5,926

 

 

 
10,073

Accrued taxes
 
4,757

 
849

 

 
3,209

 
(2,363
)
 
6,452

Accrued salaries, wages and benefits
 

 
18,183

 
503

 
5,833

 

 
24,519

Self-insurance reserves
 

 
5,431

 
1,664

 
15,601

 

 
22,696

Other accrued liabilities
 
280

 
3,086

 
125

 
1,405

 

 
4,896

 
 
181,808

 
260,307

 
23,117

 
406,700

 
(686,670
)
 
185,262

Deferred Tax Liability
 

 

 
56,045

 
131,649

 
(30,413
)
 
157,281

Derivative Liability
 
16,281

 
11,508

 

 

 

 
27,789

Other Liabilities
 

 
4,358

 

 
3,397

 

 
7,755

Long-Term Debt:
 
 
 
 
 
 
 
 
 
 
 
 
Revolving credit loans
 
55,000

 

 

 

 

 
55,000

Term debt
 
351,840

 
251,371

 
14,189

 

 

 
617,400

Notes
 
294,897

 
205,103

 
401,957

 

 

 
901,957

 
 
701,737

 
456,474

 
416,146

 

 

 
1,574,357

 
 
 
 
 
 
 
 
 
 
 
 
 
Equity
 
20,791

 
206,262

 
108,267

 
1,046,731

 
(1,361,260
)
 
20,791

 
 
$
920,617

 
$
938,909

 
$
603,575

 
$
1,588,477

 
$
(2,078,343
)
 
$
1,973,235



20

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 2013
(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
 
$
75,000

 
$
4,144

 
$
35,575

 
$
3,337

 
$

 
$
118,056

Receivables
 
6

 
115,972

 
67,829

 
552,633

 
(715,107
)
 
21,333

Inventories
 

 
1,968

 
1,898

 
22,214

 

 
26,080

Current deferred tax asset
 

 
5,430

 
800

 
3,445

 

 
9,675

Other current assets
 
599

 
4,443

 
14,266

 
7,764

 
(15,719
)
 
11,353

 
 
75,605

 
131,957

 
120,368

 
589,393

 
(730,826
)
 
186,497

Property and Equipment (net)
 
447,724

 
976

 
243,208

 
813,855

 

 
1,505,763

Investment in Park
 
514,948

 
796,735

 
142,668

 
63,948

 
(1,518,299
)
 

Goodwill
 
9,061

 

 
117,810

 
111,218

 

 
238,089

Other Intangibles, net
 

 

 
16,683

 
22,788

 

 
39,471

Deferred Tax Asset
 

 
31,122

 

 
117

 
(31,239
)
 

Other Assets
 
25,210

 
10,002

 
6,657

 
2,938

 

 
44,807

 
 
$
1,072,548

 
$
970,792

 
$
647,394

 
$
1,604,257

 
$
(2,280,364
)
 
$
2,014,627

LIABILITIES AND PARTNERS’ EQUITY
 
 
 
 
 
 
 
 
 
 
 
 
Current Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Accounts payable
 
$
259,850

 
$
188,818

 
$
17,632

 
$
262,029

 
$
(715,107
)
 
$
13,222

Deferred revenue
 

 

 
2,815

 
41,706

 

 
44,521

Accrued interest
 
4,637

 
3,223

 
15,341

 

 

 
23,201

Accrued taxes
 
4,609

 

 

 
30,591

 
(15,719
)
 
19,481

Accrued salaries, wages and benefits
 

 
21,596

 
1,101

 
6,503

 

 
29,200

Self-insurance reserves
 

 
5,757

 
1,742

 
16,154

 

 
23,653

Other accrued liabilities
 
1,146

 
2,993

 
181

 
1,201

 

 
5,521

 
 
270,242

 
222,387

 
38,812

 
358,184

 
(730,826
)
 
158,799

Deferred Tax Liability
 

 

 
57,704

 
131,648

 
(31,239
)
 
158,113

Derivative Liability
 
15,610

 
11,052

 

 

 

 
26,662

Other Liabilities
 

 
7,858

 

 
3,432

 

 
11,290

Long-Term Debt:
 
 
 
 
 
 
 
 
 
 
 
 
Term debt
 
352,668

 
251,961

 
14,221

 

 

 
618,850

Notes
 
294,897

 
205,103

 
401,782

 

 

 
901,782

 
 
647,565

 
457,064

 
416,003

 

 

 
1,520,632

 
 
 
 
 
 
 
 
 
 
 
 
 
Equity
 
139,131

 
272,431

 
134,875

 
1,110,993

 
(1,518,299
)
 
139,131

 
 
$
1,072,548

 
$
970,792

 
$
647,394

 
$
1,604,257

 
$
(2,280,364
)
 
$
2,014,627


21

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
March 31, 2013
(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
 
$

 
$
732

 
$
4,125

 
$
5,181

 
$

 
$
10,038

Receivables
 
682

 
79,472

 
67,302

 
436,595

 
(570,709
)
 
13,342

Inventories
 

 
3,645

 
3,032

 
32,386

 

 
39,063

Current deferred tax asset
 

 
31,543

 
816

 
3,663

 

 
36,022

Other current assets
 
207

 
9,630

 
1,618

 
16,260

 

 
27,715

 
 
889

 
125,022

 
76,893

 
494,085

 
(570,709
)
 
126,180

Property and Equipment (net)
 
457,484

 
1,003

 
262,941

 
849,424

 

 
1,570,852

Investment in Park
 
419,501

 
714,013

 
115,401

 
21,689

 
(1,270,604
)
 

Goodwill
 
9,061

 

 
123,374

 
111,218

 

 
243,653

Other Intangibles, net
 

 

 
17,470

 
22,853

 

 
40,323

Deferred Tax Asset
 

 
34,890

 

 
90

 
(34,980
)
 

Other Assets
 
14,581

 
10,291

 
7,473

 
2,303

 

 
34,648

 
 
$
901,516

 
$
885,219

 
$
603,552

 
$
1,501,662

 
$
(1,876,293
)
 
$
2,015,656

LIABILITIES AND PARTNERS’ EQUITY
 
 
 
 
 
 
 
 
 
 
 
 
Current Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Current maturities of long-term debt
 
$
3,332

 
$
2,823

 
$
145

 
$

 
$

 
$
6,300

Accounts payable
 
103,654

 
215,425

 
3,891

 
285,182

 
(570,709
)
 
37,443

Deferred revenue
 

 

 
6,679

 
59,505

 

 
66,184

Accrued interest
 
1,444

 
916

 
5,979

 

 

 
8,339

Accrued taxes
 
4,790

 
390

 
331

 
3,489

 

 
9,000

Accrued salaries, wages and benefits
 

 
13,483

 
1,095

 
5,604

 

 
20,182

Self-insurance reserves
 

 
5,324

 
1,696

 
16,537

 

 
23,557

Other accrued liabilities
 
589

 
5,161

 
133

 
1,984

 

 
7,867

 
 
113,809

 
243,522

 
19,949

 
372,301

 
(570,709
)
 
178,872

Deferred Tax Liability
 

 

 
62,700

 
126,867

 
(34,980
)
 
154,587

Derivative Liability
 
18,594

 
12,437

 

 

 

 
31,031

Other Liabilities
 

 
4,185

 

 
3,500

 

 
7,685

Long-Term Debt:
 
 
 
 
 
 
 
 
 
 
 
 
Revolving credit loans
 
96,000

 

 

 

 

 
96,000

Term debt
 
355,690

 
253,677

 
14,333

 

 

 
623,700

Notes
 
294,897

 
205,103

 
401,255

 

 

 
901,255

 
 
746,587

 
458,780

 
415,588

 

 

 
1,620,955

 
 
 
 
 
 
 
 
 
 
 
 
 
Equity
 
22,526

 
166,295

 
105,315

 
998,994

 
(1,270,604
)
 
22,526

 
 
$
901,516

 
$
885,219

 
$
603,552

 
$
1,501,662

 
$
(1,876,293
)
 
$
2,015,656



22

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the Three Months Ended March 30, 2014
(In thousands)
 
 
Cedar Fair L.P. (Parent)
 
Co-Issuer Subsidiary (Magnum)
 
Co-Issuer Subsidiary (Cedar Canada)
 
Guarantor Subsidiaries
 
Eliminations
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
Net revenues
 
$
4,755

 
$
8,679

 
$
151

 
$
40,312

 
$
(13,431
)
 
$
40,466

Costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
 
Cost of food, merchandise, and games revenues
 

 

 
1

 
4,984

 

 
4,985

Operating expenses
 
1,348

 
22,462

 
6,937

 
63,034

 
(13,431
)
 
80,350

Selling, general and administrative
 
1,396

 
16,672

 
873

 
2,463

 

 
21,404

Depreciation and amortization
 
474

 
9

 

 
3,824

 

 
4,307

Gain on sale of other assets
 

 

 

 

 

 

Loss on impairment / retirement of fixed assets, net
 
249

 

 

 
748

 

 
997

 
 
3,467

 
39,143

 
7,811

 
75,053

 
(13,431
)
 
112,043

Operating income
 
1,288

 
(30,464
)
 
(7,660
)
 
(34,741
)
 

 
(71,577
)
Interest expense (income), net
 
10,199

 
7,011

 
9,468

 
(2,019
)
 

 
24,659

Net effect of swaps
 
194

 
177

 

 

 

 
371

Unrealized / realized foreign currency gain
 

 

 
17,184

 

 

 
17,184

Other (income) expense
 
187

 
(3,274
)
 
374

 
2,713

 

 

Loss from investment in affiliates
 
73,588

 
47,143

 
4,064

 
28,244

 
(153,039
)
 

Loss before taxes
 
(82,880
)
 
(81,521
)
 
(38,750
)
 
(63,679
)
 
153,039

 
(113,791
)
Provision (benefit) for taxes
 
660

 
(10,422
)
 
(10,506
)
 
(9,983
)
 

 
(30,251
)
Net loss
 
$
(83,540
)
 
$
(71,099
)
 
$
(28,244
)
 
$
(53,696
)
 
$
153,039

 
$
(83,540
)
Other comprehensive income (loss), (net of tax):
 
 
 
 
 
 
 
 
 
 
 
 
Cumulative foreign currency translation adjustment
 
1,621

 

 
1,621

 

 
(1,621
)
 
1,621

Unrealized income (loss) on cash flow hedging derivatives
 
(650
)
 
(173
)
 

 

 
173

 
(650
)
Other comprehensive income (loss), (net of tax)
 
971

 
(173
)
 
1,621

 

 
(1,448
)
 
971

Total Comprehensive Income
 
$
(82,569
)
 
$
(71,272
)
 
$
(26,623
)
 
$
(53,696
)
 
$
151,591

 
$
(82,569
)



23

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the Three Months Ended March 31, 2013
(In thousands)
 
 
Cedar Fair L.P. (Parent)
 
Co-Issuer Subsidiary (Magnum)
 
Co-Issuer Subsidiary (Cedar Canada)
 
Guarantor Subsidiaries
 
Eliminations
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
Net revenues
 
$
4,317

 
$
8,371

 
$
289

 
$
41,510

 
$
(12,688
)
 
$
41,799

Costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
 
Cost of food, merchandise, and games revenues
 

 

 

 
5,037

 

 
5,037

Operating expenses
 
1,423

 
21,606

 
5,941

 
60,375

 
(12,688
)
 
76,657

Selling, general and administrative
 
1,292

 
16,613

 
711

 
2,423

 

 
21,039

Depreciation and amortization
 
475

 
9

 

 
4,302

 

 
4,786

Loss on impairment / retirement of fixed assets, net
 
36

 

 
478

 
86

 

 
600

 
 
3,226

 
38,228

 
7,130

 
72,223

 
(12,688
)
 
108,119

Operating income
 
1,091

 
(29,857
)
 
(6,841
)
 
(30,713
)
 

 
(66,320
)
Interest expense, net
 
10,512

 
7,677

 
9,764

 
(2,230
)
 

 
25,723

Net effect of swaps
 
5,635

 
3,576

 

 

 

 
9,211

Loss on early debt extinguishment
 
21,175

 
12,781

 
617

 

 

 
34,573

Unrealized / realized foreign currency gain
 

 

 
8,958

 

 

 
8,958

Other (income) expense
 
188

 
(2,388
)
 
800

 
1,400

 

 

Loss from investment in affiliates
 
72,096

 
35,640

 
3,520

 
21,227

 
(132,483
)
 

Loss before taxes
 
(108,515
)
 
(87,143
)
 
(30,500
)
 
(51,110
)
 
132,483

 
(144,785
)
Provision (benefit) for taxes
 
611

 
(17,665
)
 
(9,254
)
 
(9,351
)
 

 
(35,659
)
Net loss
 
$
(109,126
)
 
$
(69,478
)
 
$
(21,246
)
 
$
(41,759
)
 
$
132,483

 
$
(109,126
)
Other comprehensive income (loss), (net of tax):
 
 
 
 
 
 
 
 
 
 
 
 
Cumulative foreign currency translation adjustment
 
301

 

 
301

 

 
(301
)
 
301

Unrealized income (loss) on cash flow hedging derivatives
 
8,885

 
2,535

 

 

 
(2,535
)
 
8,885

Other comprehensive income (loss), (net of tax)
 
9,186

 
2,535

 
301

 

 
(2,836
)
 
9,186

Total Comprehensive Income
 
$
(99,940
)
 
$
(66,943
)
 
$
(20,945
)
 
$
(41,759
)
 
$
129,647

 
$
(99,940
)























24

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the Twelve Months Ended March 30, 2014
(In thousands)
 
 
Cedar Fair L.P. (Parent)
 
Co-Issuer Subsidiary (Magnum)
 
Co-Issuer Subsidiary (Cedar Canada)
 
Guarantor Subsidiaries
 
Eliminations
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
Net revenues
 
$
152,907

 
$
296,385

 
$
127,554

 
$
1,005,271

 
$
(448,878
)
 
$
1,133,239

Costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
 
Cost of food, merchandise, and games revenues
 

 

 
9,323

 
82,397

 

 
91,720

Operating expenses
 
5,928

 
184,460

 
48,766

 
685,761

 
(448,878
)
 
476,037

Selling, general and administrative
 
5,821

 
100,884

 
11,146

 
34,926

 

 
152,777

Depreciation and amortization
 
36,806

 
37

 
17,333

 
67,832

 

 
122,008

(Gain) on sale of other assets
 

 

 

 
(8,743
)
 

 
(8,743
)
Loss on impairment / retirement of fixed assets, net
 
637

 

 
1

 
2,298

 

 
2,936

 
 
49,192

 
285,381

 
86,569

 
864,471

 
(448,878
)
 
836,735

Operating income
 
103,715

 
11,004

 
40,985

 
140,800

 

 
296,504

Interest (income) expense, net
 
42,317

 
28,209

 
39,080

 
(7,753
)
 

 
101,853

Net effect of swaps
 
(1,251
)
 
(706
)
 

 

 

 
(1,957
)
Loss on early debt extinguishment
 

 

 

 

 

 

Unrealized / realized foreign currency loss
 

 

 
37,167

 

 

 
37,167

Other (income) expense
 
749

 
(12,143
)
 
3,253

 
8,141

 

 

Income (loss) from investment in affiliates
 
(82,065
)
 
(26,017
)
 
(16,894
)
 
9,494

 
115,482

 

Income (loss) before taxes
 
143,965

 
21,661

 
(21,621
)
 
130,918

 
(115,482
)
 
159,441

Provision (benefit) for taxes
 
10,175

 
(4,890
)
 
(12,108
)
 
32,474

 

 
25,651

Net income (loss)
 
$
133,790

 
$
26,551

 
$
(9,513
)
 
$
98,444

 
$
(115,482
)
 
$
133,790

Other comprehensive income, (net of tax):
 
 
 
 
 
 
 
 
 
 
 
 
Cumulative foreign currency translation adjustment
 
4,076

 

 
4,076

 

 
(4,076
)
 
4,076

Unrealized income on cash flow hedging derivatives
 
1,201

 
140

 

 

 
(140
)
 
1,201

Other comprehensive income, (net of tax)
 
5,277

 
140

 
4,076

 

 
(4,216
)
 
5,277

Total Comprehensive Income
 
$
139,067

 
$
26,691

 
$
(5,437
)
 
$
98,444

 
$
(119,698
)
 
$
139,067




25

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the Twelve Months Ended March 31, 2013
(In thousands)
 
 
Cedar Fair L.P. (Parent)
 
Co-Issuer Subsidiary (Magnum)
 
Co-Issuer Subsidiary (Cedar Canada)
 
Guarantor Subsidiaries
 
Eliminations
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
Net revenues
 
$
148,576

 
$
263,930

 
$
140,441

 
$
941,246

 
$
(412,138
)
 
$
1,082,055

Costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
 
Cost of food, merchandise, and games revenues
 

 

 
10,316

 
85,682

 

 
95,998

Operating expenses
 
5,468

 
177,526

 
48,147

 
637,772

 
(412,138
)
 
456,775

Selling, general and administrative
 
6,455

 
89,532

 
11,086

 
34,293

 

 
141,366

Depreciation and amortization
 
37,439

 
40

 
18,199

 
71,335

 

 
127,013

(Gain) on sale of other assets
 

 

 

 
(6,625
)
 

 
(6,625
)
Loss (gain) on impairment / retirement of fixed assets, net
 
25,089

 

 
474

 
5,281

 

 
30,844

 
 
74,451

 
267,098

 
88,222

 
827,738

 
(412,138
)
 
845,371

Operating income (loss)
 
74,125

 
(3,168
)
 
52,219

 
113,508

 

 
236,684

Interest expense, net
 
47,879

 
30,390

 
40,231

 
(9,013
)
 

 
109,487

Net effect of swaps
 
5,324

 
3,365

 

 

 

 
8,689

Loss on early debt extinguishment
 
21,175

 
12,781

 
617

 

 

 
34,573

Unrealized / realized foreign currency gain
 

 

 
8,152

 

 

 
8,152

Other (income) expense
 
750

 
(8,860
)
 
2,623

 
5,487

 

 

Income (loss) from investment in affiliates
 
(68,417
)
 
(53,593
)
 
(14,307
)
 
(18,503
)
 
154,820

 

Income before taxes
 
67,414

 
12,749

 
14,903

 
135,537

 
(154,820
)
 
75,783

Provision (benefit) for taxes
 
9,269

 
(15,849
)
 
(3,507
)
 
27,725

 

 
17,638

Net income
 
$
58,145

 
$
28,598

 
$
18,410

 
$
107,812

 
$
(154,820
)
 
$
58,145

Other comprehensive income (loss), (net of tax):
 
 
 
 
 
 
 
 
 
 
 
 
Cumulative foreign currency translation adjustment
 
1,839

 

 
1,839

 

 
(1,839
)
 
1,839

Unrealized income (loss) on cash flow hedging derivatives
 
8,685

 
2,551

 

 

 
(2,551
)
 
8,685

Other comprehensive income (loss), (net of tax)
 
10,524

 
2,551

 
1,839

 

 
(4,390
)
 
10,524

Total Comprehensive Income
 
$
68,669

 
$
31,149

 
$
20,249

 
$
107,812

 
$
(159,210
)
 
$
68,669





26

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Three Months Ended March 30, 2014
(In thousands)
 
 
Cedar Fair L.P. (Parent)
 
Co-Issuer Subsidiary (Magnum)
 
Co-Issuer Subsidiary (Cedar Canada)
 
Guarantor Subsidiaries
 
Eliminations
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
NET CASH FROM OPERATING ACTIVITIES
 
$
(73,627
)
 
$
(3,001
)
 
$
(26,042
)
 
$
20,317

 
$
(903
)
 
$
(83,256
)
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES
 
 
 
 
 
 
 
 
 
 
 
 
Capital expenditures
 
(16,379
)
 
(4
)
 
(5,077
)
 
(18,882
)
 

 
(40,342
)
Net cash from investing activities
 
(16,379
)
 
(4
)
 
(5,077
)
 
(18,882
)
 

 
(40,342
)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
 
 
 
 
 
 
 
 
 
 
 
 
Net borrowings on revolving credit loans
 
55,000

 

 

 

 

 
55,000

Distributions paid
 
(39,994
)
 

 

 

 
903

 
(39,091
)
Excess tax benefit from unit-based compensation expense
 

 
(568
)
 

 

 

 
(568
)
Net cash (for) financing activities
 
15,006

 
(568
)
 

 

 
903

 
15,341

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
 

 

 
(932
)
 

 

 
(932
)
CASH AND CASH EQUIVALENTS
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease) for the period
 
(75,000
)
 
(3,573
)
 
(32,051
)
 
1,435

 

 
(109,189
)
Balance, beginning of period
 
75,000

 
4,144

 
35,575

 
3,337

 

 
118,056

Balance, end of period
 
$

 
$
571

 
$
3,524

 
$
4,772

 
$

 
$
8,867

 
 
 
 
 
 
 
 
 
 
 
 
 

27

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Three Months Ended March 31, 2013
(In thousands)
 
 
Cedar Fair L.P. (Parent)
 
Co-Issuer Subsidiary (Magnum)
 
Co-Issuer Subsidiary (Cedar Canada)
 
Guarantor Subsidiaries
 
Eliminations
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
NET CASH FROM OPERATING ACTIVITIES
 
$
(52,034
)
 
$
8,508

 
$
(44,472
)
 
$
19,331

 
$

 
$
(68,667
)
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES
 
 
 
 
 
 
 
 
 
 
 
 
Capital expenditures
 
(17,866
)
 

 
(600
)
 
(17,363
)
 

 
(35,829
)
Net cash (for) investing activities
 
(17,866
)
 

 
(600
)
 
(17,363
)
 

 
(35,829
)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
 
 
 
 
 
 
 
 
 
 
 
 
Net borrowings on revolving credit loans
 
96,000

 

 

 

 

 
96,000

Term debt borrowings
 
359,022

 
256,500


14,478

 

 

 
630,000

Note borrowings
 
294,897

 
205,103

 

 

 

 
500,000

Payment of debt issuance costs
 
(14,763
)
 
(8,538
)
 
(190
)
 

 

 
(23,491
)
Term debt payments, including early termination penalties
 
(654,568
)
 
(462,054
)
 
(14,478
)
 

 

 
(1,131,100
)
Distributions paid
 
(35,688
)
 
868

 

 

 

 
(34,820
)
Exercise of limited partnership unit options
 

 
28

 

 

 

 
28

Excess tax benefit from unit-based compensation expense
 

 
(127
)
 

 

 

 
(127
)
Net cash from (for) financing activities
 
44,900

 
(8,220
)
 
(190
)
 

 

 
36,490

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
 

 

 
(786
)
 

 

 
(786
)
CASH AND CASH EQUIVALENTS
 
 
 
 
 
 
 
 
 
 
 
 
Net increase for the period
 
(25,000
)
 
288

 
(46,048
)
 
1,968

 

 
(68,792
)
Balance, beginning of period
 
25,000

 
444

 
50,173

 
3,213

 

 
78,830

Balance, end of period
 
$

 
$
732

 
$
4,125

 
$
5,181

 
$

 
$
10,038

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

28

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Twelve Months Ended March 30, 2014
(In thousands)
 
 
Cedar Fair L.P. (Parent)
 
Co-Issuer Subsidiary (Magnum)
 
Co-Issuer Subsidiary (Cedar Canada)
 
Guarantor Subsidiaries
 
Eliminations
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
NET CASH FROM OPERATING ACTIVITIES
 
$
253,410

 
$
3,318

 
$
15,737

 
$
40,148

 
$
(3,531
)
 
$
309,082

CASH FLOWS FROM (FOR) INVESTING ACTIVITIES
 
 
 
 
 
 
 
 
 
 
 
 
Sale of other assets
 

 

 

 
15,297

 

 
15,297

Capital expenditures
 
(54,767
)
 
(4
)
 
(14,201
)
 
(55,854
)
 

 
(124,826
)
Net cash (for) investing activities
 
(54,767
)
 
(4
)
 
(14,201
)
 
(40,557
)
 

 
(109,529
)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
 
 
 
 
 
 
 
 
 
 
 
 
Net borrowings on revolving credit loans
 
(41,000
)
 

 

 

 

 
(41,000
)
Term debt payments, including early termination penalties
 
(6,612
)
 
(4,281
)
 
(257
)
 

 

 
(11,150
)
Distributions paid
 
(151,259
)
 

 

 

 
3,531

 
(147,728
)
Exercise of limited partnership unit options
 

 
24

 

 

 

 
24

Payment of debt issuance costs
 
228

 
368

 
(354
)
 

 

 
242

Excess tax benefit from unit-based compensation expense
 

 
414

 

 

 

 
414

Net cash (for) financing activities
 
(198,643
)
 
(3,475
)
 
(611
)
 

 
3,531

 
(199,198
)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
 

 

 
(1,526
)
 

 

 
(1,526
)
CASH AND CASH EQUIVALENTS
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease) for the period
 

 
(161
)
 
(601
)
 
(409
)
 

 
(1,171
)
Balance, beginning of period
 

 
732

 
4,125

 
5,181

 

 
10,038

Balance, end of period
 
$

 
$
571

 
$
3,524

 
$
4,772

 
$

 
$
8,867

 
 
 
 
 
 
 
 
 
 
 
 
 

29

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Twelve Months Ended March 31, 2013
(In thousands)
 
 
Cedar Fair L.P. (Parent)
 
Co-Issuer Subsidiary (Magnum)
 
Co-Issuer Subsidiary (Cedar Canada)
 
Guarantor Subsidiaries
 
Eliminations
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
NET CASH FROM (FOR) OPERATING ACTIVITIES
 
$
231,264

 
$
(87,117
)
 
$
14,067

 
$
139,733

 
$

 
$
297,947

CASH FLOWS FROM (FOR) INVESTING ACTIVITIES
 
 
 
 
 
 
 
 
 
 
 
 
Intercompany term debt receipts
 

 
104,165

 

 

 
(104,165
)
 

Sale of other assets
 
1,173

 

 

 
14,885

 

 
16,058

Capital expenditures
 
(43,156
)
 
(8
)
 
(8,023
)
 
(52,075
)
 

 
(103,262
)
Net cash (for) investing activities
 
(41,983
)
 
104,157

 
(8,023
)
 
(37,190
)
 
(104,165
)
 
(87,204
)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
 
 
 
 
 
 
 
 
 
 
 
 
Net borrowings on revolving credit loans
 
(57,000
)
 

 
(2,004
)
 

 

 
(59,004
)
Term debt borrowings
 
359,022

 
256,500

 
14,478

 

 

 
630,000

Note borrowings
 
294,897

 
205,103

 

 

 

 
500,000

Intercompany term debt payments
 

 

 

 
(104,165
)
 
104,165

 

Term debt payments, including early termination penalties
 
(669,035
)
 
(472,267
)
 
(14,798
)
 

 

 
(1,156,100
)
Distributions paid
 
(102,402
)
 
920

 

 

 

 
(101,482
)
Payment of debt issuance costs
 
(14,763
)
 
(8,537
)
 
(191
)
 

 

 
(23,491
)
Exercise of limited partnership unit options
 

 
57

 

 

 

 
57

Excess tax benefit from unit-based compensation
 

 
1,519

 

 

 

 
1,519

Net cash from (for) financing activities
 
(189,281
)
 
(16,705
)
 
(2,515
)
 
(104,165
)
 
104,165

 
(208,501
)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
 

 

 
477

 

 

 
477

CASH AND CASH EQUIVALENTS
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease) for the period
 

 
335

 
4,006

 
(1,622
)
 

 
2,719

Balance, beginning of period
 

 
397

 
119

 
6,803

 

 
7,319

Balance, end of period
 
$

 
$
732

 
$
4,125

 
$
5,181

 
$

 
$
10,038



30

Table of Contents

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Business Overview:

We generate our revenues primarily from sales of (1) admission to our parks, (2) food, merchandise and games inside our parks, and (3) hotel rooms, food and other attractions outside our parks. Our principal costs and expenses, which include salaries and wages, advertising, maintenance, operating supplies, utilities and insurance, are relatively fixed and do not vary significantly with attendance.

Each of our properties is overseen by a park general manager and operates autonomously. Management reviews operating results, evaluates performance and makes operating decisions, including allocating resources on a property-by-property basis.

Along with attendance and guest per capita statistics, discrete financial information and operating results are prepared at the individual park level for use by the CEO, who is the Chief Operating Decision Maker (CODM), as well as by the Chief Financial Officer, the Chief Operating Officer, the Executive Vice President - Operations, and the park general managers.

Critical Accounting Policies:
Management’s discussion and analysis of financial condition and results of operations is based upon our unaudited condensed consolidated financial statements, which were prepared in accordance with accounting principles generally accepted in the United States of America. These principles require us to make judgments, estimates and assumptions during the normal course of business that affect the amounts reported in the unaudited condensed consolidated financial statements. Actual results could differ significantly from those estimates under different assumptions and conditions.
Management believes that judgment and estimates related to the following critical accounting policies could materially affect our consolidated financial statements:
  
Impairment of Long-Lived Assets
 
Goodwill and Other Intangible Assets
 
Self-Insurance Reserves
 
Derivative Financial Instruments
 
Revenue Recognition

Income Taxes
In the first quarter of 2014, there were no changes in the above critical accounting policies previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2013.

Adjusted EBITDA:
We believe that Adjusted EBITDA (earnings before interest, taxes, depreciation, amortization, other non-cash items, and adjustments as defined in the 2013 Credit Agreement) is a meaningful measure of park-level operating profitability because we use it for measuring returns on capital investments, evaluating potential acquisitions, determining awards under incentive compensation plans, and calculating compliance with certain loan covenants. Adjusted EBITDA is provided in the discussion of results of operations that follows as a supplemental measure of our operating results and is not intended to be a substitute for operating income, net income or cash flows from operating activities as defined under generally accepted accounting principles. In addition, Adjusted EBITDA may not be comparable to similarly titled measures of other companies.

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Table of Contents

The table below sets forth a reconciliation of Adjusted EBITDA to net income for the three- and twelve-month periods ended March 30, 2014 and March 31, 2013.
 
 
 
Three months ended
 
Twelve months ended
 
 
3/30/2014
 
3/31/2013
 
3/30/2014
 
3/31/2013
 
 
(13 weeks)
 
(13 weeks)
 
(52 weeks)
 
(53 weeks)
 
 
(In thousands)
Net income (loss)
 
$
(83,540
)
 
$
(109,126
)
 
$
133,790

 
$
58,145

Interest expense
 
24,732

 
25,763

 
102,040

 
109,579

Interest income
 
(73
)
 
(40
)
 
(187
)
 
(92
)
Provision (benefit) for taxes
 
(30,251
)
 
(35,659
)
 
25,651

 
17,638

Depreciation and amortization
 
4,307

 
4,786

 
122,008

 
127,013

EBITDA
 
(84,825
)
 
(114,276
)
 
383,302

 
312,283

Loss on early extinguishment of debt
 

 
34,573

 

 
34,573

Net effect of swaps
 
371

 
9,211

 
(1,957
)
 
8,689

Unrealized foreign currency loss
 
17,182

 
8,881

 
37,386

 
7,949

Non-cash equity expense
 
3,956

 
2,933

 
6,558

 
4,498

Loss on impairment/retirement of fixed assets, net
 
997

 
600

 
2,936

 
30,844

Gain on sale of other assets
 

 

 
(8,743
)
 
(6,625
)
Other non-recurring items (as defined) (1)
 
354

 
805

 
1,256

 
3,264

Adjusted EBITDA
 
$
(61,965
)
 
$
(57,273
)
 
$
420,738

 
$
395,475

 
 
 
 
 
 
 
 
 
(1) The Company's 2013 Credit Agreement references certain costs as non-recurring or unusual. These items are excluded in the calculation of Adjusted EBITDA and have included certain litigation expenses, contract termination costs, and severance expense.

32

Table of Contents

Results of Operations:

First Quarter -

Operating results for the first quarter historically include less than 5% of our full-year revenues and attendance. The results include normal off-season operating, maintenance and administrative expenses at our ten seasonal amusement parks and three outdoor water parks, as well as daily operations at Knott's Berry Farm, which is open year-round, and Castaway Bay, which is generally open daily from Memorial Day to Labor Day plus a limited daily schedule for the balance of the year. The current quarter included a total of 94 operating days compared to 117 operating days during the first quarter of 2013. The decrease in operating days was due to the sale of a water park during 2013 and the shift in the Easter and Spring Break holidays from the first quarter in 2013 to the second quarter in 2014.

The following table presents key financial information for the three months ended March 30, 2014 and March 31, 2013:
 
 
Three months ended
 
Three months ended
 
Increase (Decrease)
 
 
3/30/2014
 
3/31/2013
 
$
 
%
 
 
(13 weeks)
 
(13 weeks)
 
 
 
 
 
 
(Amounts in thousands)
Net revenues
 
$
40,466

 
$
41,799

 
$
(1,333
)
 
(3.2
)%
Operating costs and expenses
 
106,739

 
102,733

 
4,006

 
3.9
 %
Depreciation and amortization
 
4,307

 
4,786

 
(479
)
 
(10.0
)%
Loss on impairment / retirement of fixed assets
 
997

 
600

 
397

 
N/M

Operating loss
 
$
(71,577
)
 
$
(66,320
)
 
$
(5,257
)
 
7.9
 %
N/M - Not meaningful
 
 
 
 
 
 
 
 
Other Data:
 
 
 
 
 
 
 
 
Adjusted EBITDA
 
$
(61,965
)
 
$
(57,273
)
 
$
(4,692
)
 
8.2
 %

For the quarter ended March 30, 2014, net revenues decreased 3%, or $1.3 million, to $40.5 million from $41.8 million in the first quarter of 2013. The decrease between periods was entirely due to the shift of the Easter and Spring Break holidays to the second quarter of 2014 from the first quarter of 2013. The impact of the calendar shift was partially offset by strong early season performance at Knott's Berry Farm. At the end of the first quarter of 2014, only three of our 14 properties were in operation. The other parks, including three of our larger parks, Cedar Point and Kings Island located in Ohio and Canada's Wonderland in Toronto, were in the final stages of preparing to open for the 2014 operating season.

Operating costs and expenses for the quarter increased $4.0 million to $106.7 million from $102.7 million in 2013 and were in line with expectations. Operating results for the first quarter include normal off-season operating, maintenance and administrative expenses at our seasonal amusement and water parks, and daily operations at Knott’s Berry Farm and Castaway Bay. The increase in first-quarter costs reflects a $3.7 million increase in operating expenses and a slight increase in selling, general and administrative ("SG&A") expenses. The cost of food, merchandise and games revenues for the period were flat compared to a year ago. The $3.7 million increase in operating expenses was due primarily to budgeted increases in maintenance expense as we continue to invest in the infrastructure of our parks, as well as an increase in maintenance labor and other employee related expenses. Additionally, utility costs increased due to the harsh winter experienced at several of our parks.

Depreciation and amortization expense for the quarter decreased $0.5 million primarily due to the shifting of the operating calendar. Loss on impairment/retirement of fixed assets for the current period was $1.0 million compared to $0.6 million during the first quarter of 2013, reflecting losses on the retirement of assets across several of our parks. After depreciation, amortization, loss on impairment / retirement of fixed assets, and all other non-cash costs, operating loss in the first quarter of 2014 increased $5.3 million to $71.6 million from an operating loss of $66.3 million in the first quarter of 2013.

Interest expense for the first quarter of 2014 was $24.7 million, representing a $1.0 million decrease from interest expense for the first quarter of 2013. Interest expense decreased primarily due to a reduction in average revolver balance and lower average rates on the revolver, as well as a reduction in non-cash deferred loan fee amortization resulting from the write-off of fees related to our prior credit agreement.


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During the 2014 first quarter, the net effect of our swaps resulted in a $0.4 million non-cash charge to earnings, compared to a non-cash charge to earnings of $9.2 million in the first quarter of 2013. The net effect of swaps reflects the regularly scheduled amortization of amounts in AOCI related to the swaps and ineffective fair value movements in our non-designated derivative portfolio, along with the write off of amounts in AOCI related to de-designated interest rate swaps. During the 2014 first quarter, we also recognized a $17.2 million net charge to earnings for unrealized/realized foreign currency losses, which included a $16.3 million unrealized foreign currency loss on the U.S.-dollar denominated debt held at our Canadian property. Due to our March 2013 refinancing, loan fees related to our 2010 and 2011 financings were written off, resulting in a $34.6 million charge to earnings in the first quarter of 2013.

During the quarter, a benefit for taxes of $30.3 million was recorded to account for PTP taxes and the tax attributes of our corporate subsidiaries, compared to a benefit for taxes of $35.7 million in the same period a year ago. The decrease in tax benefit recorded relates to the combination of a decrease in the pre-tax net loss for the period and a decrease in the effective tax rate.

After interest expense and the benefit for taxes, net loss for the quarter totaled $83.5 million, or $1.51 per diluted limited partner unit, compared with a net loss of $109.1 million, or $1.95 per diluted unit, for the first quarter a year ago.


Twelve Months Ended March 30, 2014 -

The fiscal twelve-month period ended March 30, 2014, consisted of a 52-week period and 2,118 operating days, compared with 53 weeks and 2,403 operating days for the fiscal twelve-month period ended March 31, 2013. The difference in operating days was due primarily to the sale of two non-core water parks, the combination of two parks, Worlds of Fun and Oceans of Fun, into one gate during 2013, and the calendar shift of the Easter and Spring Break holidays in 2014 described above.

The following table presents key financial information for the twelve months ended March 30, 2014 and March 31, 2013:
 
 
Twelve months ended
 
Twelve months ended
 
Increase (Decrease)
 
 
3/30/2014
 
3/31/2013
 
$
 
%
 
 
(52 weeks)
 
(53 weeks)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Amounts in thousands)
Net revenues
 
$
1,133,239

 
$
1,082,055

 
$
51,184

 
4.7
 %
Operating costs and expenses
 
720,534

 
694,139

 
26,395

 
3.8
 %
Depreciation and amortization
 
122,008

 
127,013

 
(5,005
)
 
(3.9
)%
Gain on sale of other assets
 
(8,743
)
 
(6,625
)
 
(2,118
)
 
N/M

Loss on impairment/retirement of fixed assets
 
2,936

 
30,844

 
(27,908
)
 
N/M

Operating income
 
$
296,504

 
$
236,684

 
$
59,820

 
25.3
 %
N/M - Not meaningful
 
 
 
 
 
 
 
 
Other Data:
 
 
 
 
 
 
 
 
Adjusted EBITDA
 
$
420,738

 
$
395,475

 
$
25,263

 
6.4
 %
Adjusted EBITDA margin
 
37.1
%
 
36.5
%
 

 
0.6
 %

Net revenues totaled $1,133.2 million for the twelve months ended March 30, 2014, increasing $51.1 million, from $1,082.1 million for the trailing twelve months ended March 31, 2013. The 5% increase in revenues for the twelve-month period was driven by an increase in average in-park guest per capita spending, the result of a stronger admissions per cap and improved in-park spending. The increase in in-park spending was in large part the result of improvements in our food and beverage programs and the expansion and continued success of our premium benefit offerings. Attendance for the period decreased primarily due to the sale of two non-core water parks during the current twelve-month period. Excluding the sale of the two water parks, attendance would have increased . Out-of-park revenues increased $6.4 million primarily due to the strong performance of our resort properties, which drove higher average daily room rates and occupancy rates.

Operating costs and expenses increased $26.4 million, or 4%, to $720.5 million, from $694.1 million for the twelve-month period ended March 31, 2013. The increase in costs and expenses reflects a $19.3 million increase in operating expenses and a $11.4 million increase in SG&A costs, somewhat offset by a decrease in cost of goods sold of $4.3 million. The decrease of 4% in cost of goods sold was primarily driven by food and beverage efficiency initiatives. The increase in operating costs was due to higher normal operating and maintenance expense, enhancements to park infrastructure, and increased employment related costs including

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performance bonuses. SG&A costs increased due to full-time labor and benefit costs, including incentive compensation, and advertising agency and consumer relationship management database development costs. Exchange rates had a favorable impact ($4.6 million) on costs and expenses at our Canadian operations during the period.

For the twelve-month period ended March 30, 2014, the gain on sale of other assets was $8.7 million due to the sale of one non-core water park during 2013. Gain on sale of other assets totaled $6.6 million for the twelve-month period ending March 31, 2013, reflecting the sale of two non-core assets during the period. Loss on impairment/retirement of fixed assets for the period was $2.9 million, due to asset retirements across all of our properties. Loss on impairment/retirement of fixed assets during the period ended March 31, 2013 totaled $30.8 million, which reflected a non-cash charge of $25.0 million for the partial impairment of operating and non-operating assets at Wildwater Kingdom and asset retirements across all of our properties.

Depreciation and amortization expense for the period decreased $5.0 million compared with the prior period due primarily to several significant assets being fully depreciated at the end of 2012 and the later opening of parks for the 2014 operating season when compared to 2013. After depreciation and amortization, as well as impairment charges and all other non-cash costs, operating income for the current period increased $59.8 million to $296.5 million from $236.7 million.

Interest expense for the twelve months ended March 30, 2014 decreased $7.6 million to $102.0 million, from $109.6 million for the same twelve-month period a year ago. The decrease in interest expense reflects a decrease in revolver interest in the period due to lower borrowings, a lower average cost resulting from the March 2013 refinancing and a decrease in non-cash amortization expense resulting from the write-off of loan fees related to our prior credit agreement.

During the current twelve-month period, the net effect of our interest rate swaps was recorded as a benefit to earnings of $2.0 million compared to a charge to earnings of $8.7 million in the prior twelve-month period. The difference reflects the regularly scheduled amortization of amounts in AOCI, which were offset by gains from marking the ineffective and de-designated swaps to market in the current period. During the current period, we also recognized a $37.2 million charge to earnings for unrealized/realized foreign currency losses, which included a $35.5 million unrealized foreign currency loss on the U.S.-dollar denominated debt held at our Canadian property. During the twelve months ended March 31, 2013, as a result of our March 2013 refinancing, loan fees that were paid as part of our 2010 and 2011 financings were written off, resulting in a $34.6 million non-cash charge to earnings recorded in "Loss on early debt extinguishment" on the consolidated statement of operations.

A provision for taxes of $25.7 million was recorded in the period for the tax attributes of our corporate subsidiaries and PTP taxes. This compares with a provision for taxes of $17.6 million in twelve-month period ended March 31, 2013. The increase in tax provision recorded relates to the combination of an increase in pre-tax net income for the period, offset somewhat by a decrease in the effective tax rate.

After interest expense and provision for taxes, net income for the period totaled $133.8 million, or $2.39 per diluted limited partner unit, compared with net income of $58.1 million, or $1.04 per diluted unit, a year ago.

We believe Adjusted EBITDA is a meaningful measure of our operating results (for additional information regarding Adjusted EBITDA, including how we define and use Adjusted EBITDA, as well as a reconciliation from net income, see pages 31-32). For the twelve-month period ended March 30, 2014, Adjusted EBITDA increased $25.3 million, or 6%, to $420.7 million. Over this same period, our Adjusted EBITDA margin (Adjusted EBITDA divided by net revenues) increased 60 bps to 37.1% from 36.5% for the twelve-month period ended March 31, 2013. The increase in Adjusted EBITDA was primarily due to the success of high-margin revenue initiatives during the period, such as growth in our premium benefit offerings and our admission pricing, combined with another year of growth in our season pass base and a continued focus on controlling operating costs at the park level.

Liquidity and Capital Resources:
With respect to both liquidity and cash flow, we ended the first quarter of 2014 in sound condition. The negative working capital ratio (current liabilities divided by current assets) of 1.5 at March 30, 2014 is the result of normal seasonal activity. Receivables, inventories, and payables are at normal seasonal levels.
Operating Activities
During the three-month period ended March 30, 2014, net cash used by operating activities increased $14.6 million from the same period a year ago, due primarily to working capital timing differences.
For the twelve-month period ended March 30, 2014 net cash provided by operating activities increased $11.1 million from the same period a year ago, reflective of the year-over-year growth in revenues.

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Investing Activities
Net cash used in investing activities in the first quarter of 2014 was $40.3 million, an increase of $4.5 million compared with the three-month period ended March 31, 2013, due to greater 2014 capital expenditures.
Net cash used in investing activities for the trailing-twelve-month period ended March 30, 2014 totaled $109.5 million compared with $87.2 million for the same period a year ago. The increase is due to greater capital expenditures in the current twelve-month period.
Financing Activities
Net cash from financing activities in the first three months of 2014 was $15.3 million, a decrease of $21.1 million compared with the three-month period ended March 31, 2013. The decrease was due to lower overall revolver borrowings, net of increases in unitholder distributions.
Net cash used in financing activities in the trailing-twelve-month period ended March 30, 2014 totaled $199.2 million, a decrease of $9.3 million compared with the twelve-month period ended March 31, 2013. The decrease was largely due to a reduction in debt payments and debt issuance costs during the current period, net of increases in unitholder distributions.
As of March 30, 2014, our debt consisted of the following:
$405 million of 9.125% senior unsecured notes, maturing in 2018, yielding 9.375% due to the notes being issued at a discount in July 2010. The notes may be redeemed, in whole or in part, at any time prior to August 1, 2014 at a price equal to 100% of the principal amount of the notes redeemed plus a “make-whole” premium together with accrued and unpaid interest, if any, to the redemption date. Thereafter, the notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. The notes pay interest semi-annually in February and August.
$500 million of 5.25% senior unsecured notes, maturing in 2021, issued at par. The notes may be redeemed, in whole or in part, at any time prior to March 15, 2016 at a price equal to 100% of the principal amount of the notes redeemed plus a “make-whole” premium together with accrued and unpaid interest, if any, to the redemption date. Thereafter, the notes may be redeemed, in whole or in part, at various prices depending on the date redeemed. Prior to March 15, 2016, up to 35% of the notes may be redeemed with the net cash proceeds of certain equity offerings at 105.25%. These notes pay interest semi-annually in March and September.
Senior secured term debt of $618.9 million, maturing in March 2020 under our 2013 Credit Agreement. The term debt bears interest at a rate of LIBOR plus 250 bps with a LIBOR floor of 75 bps. The term loan amortizes at $6.3 million annually. Due to a prepayment made during 2013, we only have current maturities totaling $1.5 million as of March 30, 2014.
$55 million in borrowings under the $255 million senior secured revolving credit facility under our 2013 Credit Agreement. 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 that we pay a commitment fee of 38 bps per annum on the unused portion of the credit facilities.
At the end of the quarter, we had a total of $618.9 million of variable-rate term debt (before giving consideration to fixed-rate interest rate swaps), $902.0 million of fixed-rate debt (including OID), $55.0 million in outstanding borrowings under our revolving credit facility, and cash on hand of $8.9 million. After letters of credit, which totaled $16.3 million at March 30, 2014, we had $183.7 million of available borrowings under the revolving credit facility.

We have entered into several interest rate swaps that effectively fix all of our variable-rate debt payments. As of March 30, 2014, we have $800 million of interest rate swaps in place that effectively convert variable-rate debt to fixed rates. These swaps, which mature in December 2015 and fix LIBOR at a weighted average rate of 2.38%, have been de-designated as cash flow hedges. During the third quarter and fourth quarter of 2013, we entered into four forward-starting interest rate swap agreements that will effectively convert $500 million of variable-rate debt to fixed rates beginning in December of 2015. These swaps, which were designated as cash flow hedges, mature on December 31, 2018 and fix LIBOR at a weighted average rate of 2.94%. Additional detail regarding our current and historical swap arrangements is provided in Note 6 to our Unaudited Condensed Consolidated Financial Statements and in Note 6 to the Audited Consolidated Financial Statements included in our Form 10-K filed on February 26, 2014.
At March 30, 2014, the fair market value of the derivative portfolio was $27.8 million, which was recorded in “Derivative Liability” on the condensed consolidated balance sheet.

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The 2013 Credit Agreement requires us to maintain specified financial ratios, which if breached for any reason and not cured, could result in an event of default under the agreement. The most critical of these ratios is the Consolidated Leverage Ratio, which is measured on a trailing-twelve-month quarterly basis. At the end of the first quarter of 2014, this ratio was set at 6.25x consolidated total debt (excluding the revolving debt)-to-consolidated EBITDA. The ratio will decrease by 0.25x each second quarter beginning in the second quarter of 2014 until it reaches 5.25x. Based on our trailing-twelve-month results ending March 30, 2014, our Consolidated Leverage Ratio was 3.63x, providing $175.2 million of EBITDA cushion on the ratio at the end of the first quarter. We were in compliance with all other covenants under the 2013 Credit Agreement as of March 30, 2014.

The 2013 Credit Agreement allows restricted payments of up to $60 million annually so long as no default or event of default has occurred and is continuing. Additional restricted payments are allowed to be made based on an excess-cash-flow formula, should our pro-forma Consolidated Leverage Ratio be less than or equal to 5.0x, measured on a trailing-twelve-month quarterly basis.

The indentures governing our notes also include annual restricted payment limitations and additional permitted payment formulas. The restricted payment provisions applicable to our 2018 notes are more restrictive than those that apply to our 2021 notes. Under the more restrictive indenture covenants, we can make restricted payments of $20 million annually so long as no default or event of default has occurred and is continuing. Our ability to make additional restricted payments in 2013 and beyond is permitted should our pro-forma trailing-twelve-month Total Indebtedness-to-Consolidated-Cash-Flow Ratio be less than or equal to 4.75x.
In accordance with these debt provisions, on February 26, 2014, we announced the declaration of a distribution of $0.70 per limited partner unit, which was paid on March 25, 2014, and on May 8, 2014 we announced the declaration of a distribution of $0.70 per limited partner unit, payable June 16, 2014.
Existing credit facilities and cash flows from operations are expected to be sufficient to meet working capital needs, debt service, partnership distributions and planned capital expenditures for the foreseeable future.

Off Balance Sheet Arrangements:
We had $16.3 million in letters of credit, which are primarily in place to backstop insurance arrangements, outstanding on our revolving credit facility as of March 30, 2014. We have no other significant off-balance sheet financing arrangements.

Forward Looking Statements
Some of the statements contained in this report (including the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section) that are not historical in nature are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements as to our expectations, beliefs and strategies regarding the future. These forward-looking statements may involve risks and uncertainties that are difficult to predict, may be beyond our control and could cause actual results to differ materially from those described in such statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Important factors, including those listed under Item 1A in the Company’s Annual Report on Form 10-K, could adversely affect our future financial performance and cause actual results to differ materially from our expectations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risks from fluctuations in interest rates, and to a lesser extent on currency exchange rates on our operations in Canada and, from time to time, on imported rides and equipment. The objective of our financial risk management is to reduce the potential negative impact of interest rate and foreign currency exchange rate fluctuations to acceptable levels. We do not acquire market risk sensitive instruments for trading purposes.
We manage interest rate risk through the use of a combination of fixed-rate long-term debt, interest rate swaps that fix a portion of our variable-rate long-term debt, and variable-rate borrowings under our revolving credit facility. Translation exposures with regard to our Canadian operations are not hedged.
For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the change in fair value of the derivative instrument is reported as a component of “Other comprehensive income (loss)” and reclassified into earnings in the period during which the hedged transaction affects earnings. Changes in fair value of derivative instruments that do not qualify as effective hedging activities are reported as “Net effect of swaps” in the consolidated statement of operations. Additionally, the “Other comprehensive income (loss)” related to interest rate swaps that become ineffective is amortized over the remaining life of the interest rate swap, and reported as a component of “Net effect of swaps” in the consolidated statement of operations.
As of March 30, 2014, we had $902.0 million of fixed-rate senior unsecured notes and $618.9 million of variable-rate term debt. After considering the impact of interest rate swap agreements, virtually all of our outstanding long-term debt represents fixed-rate debt. Assuming an average balance on our revolving credit borrowings of approximately $27 million, a hypothetical 100 bps

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increase in 30-day LIBOR on our variable-rate debt (not considering the impact of our interest rate swaps) would lead to an increase of approximately $3.8 million in annual cash interest costs.
Assuming a hypothetical 100 bps increase in 30-day LIBOR, the amount of net cash interest paid on our derivative portfolio would decrease by $4.6 million over the next year.
A uniform 10% strengthening of the U.S. dollar relative to the Canadian dollar would result in a $4.2 million decrease in annual operating income.

ITEM 4. CONTROLS AND PROCEDURES

(a)Evaluation of Disclosure Controls and Procedures - 
The Partnership maintains a system of controls and procedures designed to ensure that information required to be disclosed by the Partnership in its reports under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified by the Commission and that such information is accumulated and communicated to the Partnership’s management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. As of March 30, 2014, the Partnership's management, with the participation of the Partnership's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Partnership's disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Partnership's disclosure controls and procedures were effective as of March 30, 2014.


(b)Changes in Internal Control Over Financial Reporting -
There were no changes in the Partnership’s internal control over financial reporting that occurred during the fiscal quarter ended March 30, 2014 that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.
On May 14, 2013, the Committee of Sponsoring Organizations of the Treadway Commission (COSO) issued an updated version of its Internal Control - Integrated Framework (2013 Framework). Originally issued in 1992 (1992 Framework), the framework helps organizations design, implement and evaluate the effectiveness of internal control concepts and simplify their use and application. The 1992 Framework remains available during the transition period, which extends to December 15, 2014, after which time COSO will consider it as superseded by the 2013 Framework. As of March 30, 2014, the Partnership continues to utilize the 1992 Framework during the transition to the 2013 Framework by the end of 2014.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Jacob T. Falfas vs. Cedar Fair, L.P.

On July 23, 2010, Jacob T. (Jack) Falfas, the former Chief Operating Officer, filed a demand for private arbitration as provided by his employment agreement.  In that demand, Mr. Falfas disputed the Partnership's position that he had resigned in June 2010, alleging instead that his employment with the Partnership was terminated without cause.  That dispute went to private arbitration, and on February 28, 2011, an arbitration panel ruled 2-to-1 in favor of Mr. Falfas finding that he did not resign but was terminated without cause. Rather than fashioning a remedy consistent with the employment agreement, the panel ruled that Mr. Falfas should be reinstated. The Partnership believed that the arbitrators exceeded their authority by creating a remedy not legally available to Mr. Falfas under his contract with Cedar Fair. On March 21, 2011, the Partnership filed an action  in Erie County Court of Common Pleas (Case No. 2011 CV 0217) seeking  to have the award modified or vacated.  On March 22, 2011, Mr. Falfas commenced a related action in the Erie County Court of Common Pleas (Case No. 2011 CV 0218) demanding enforcement of the arbitration ruling.  The two actions were combined into Case No. 2011 CV 0217, before Judge Roger E. Binette.  On February 22, 2012 the Erie County Common Pleas Court issued a ruling partially vacating the arbitration award and declaring that Mr. Falfas was not entitled to reinstatement of his employment.  The ruling also provided that in accord with paragraph 2 of the arbitration award Mr. Falfas was entitled to certain back pay and other benefits under his 2007 Amended and Restated Employment Agreement as if the employment relationship had not been severed.  In March of 2012 Mr. Falfas and the  Company both filed appeals of the Court's ruling with the Ohio Sixth District Court of Appeals in Toledo, Ohio.  On April 19, 2013, the Court of Appeals issued a ruling reversing the Erie County Common Pleas Court's order regarding the reinstatement of Mr. Falfas' employment and affirming the order regarding back pay and other benefits and remanding the case back to the Erie County

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Common Pleas Court for further proceedings.  On June 3, 2013, the Company filed a Notice of Appeal and Memorandum in Support of Jurisdiction with the Ohio Supreme Court related to the April 19, 2013 Court of Appeals decision.  On July 2, 2013, Mr. Falfas filed a Memorandum in Opposition to Jurisdiction with the Ohio Supreme Court.  On September 25, 2013, the Supreme Court of Ohio accepted the appeal on Proposition of Law No. 1 related to the Supreme Court’s  holding in Masetta v. National Bronze & Aluminum Foundry Co. 159 Ohio St. 306 (1953), barring specific performance as a remedy for a personal services contract under Ohio law and its applicability to individual employment agreements.  Both parties filed legal briefs with the court setting forth the basis of their legal arguments.  On April 9, 2014, the parties made oral arguments to the Court in support of their respective positions.  Upon the conclusion of the oral arguments the procedural stage of the case was closed and the case was submitted to the court for a final ruling.  The Partnership believes the liability recorded as of March 30, 2014 to be adequate and does not expect the arbitration ruling or the court order to materially affect its financial results in future periods.

ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors previously disclosed in the Partnership's Annual Report on Form 10-K for the year ended December 31, 2013.




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ITEM 6. EXHIBITS
 
Exhibit (10.1)
 
Cedar Fair, L.P. 2008 Omnibus Incentive Plan Performance Award Agreement, dated March 31, 2014, by and between Magnum Management Corporation and Matthew A. Ouimet. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on April 4, 2014.
 
 
 
Exhibit (10.2)
 
Cedar Fair, L.P. 2008 Omnibus Incentive Plan Form of Restricted Unit Award Agreement.
 
 
 
Exhibit (10.3)
 
Cedar Fair, L.P. 2008 Omnibus Incentive Plan Form of Deferred Unit Award Agreement.
 
 
 
Exhibit (31.1)
  
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
Exhibit (31.2)
  
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
Exhibit (32)
  
Certifications Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
Exhibit (101)
  
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2014 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Cash Flow, (iv) the Condensed Consolidated Statement of Equity and, (v) related notes.
 

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
CEDAR FAIR, L.P.
 
 
 
(Registrant)
 
 
 
 
 
 
 
By Cedar Fair Management, Inc.
 
 
 
General Partner
 
 
 
 
Date:
May 9, 2014
/s/ Matthew A. Ouimet
 
 
Matthew A. Ouimet
 
 
President and Chief Executive Officer
 
 
 
 
Date:
May 9, 2014
/s/ Brian C. Witherow
 
 
Brian C. Witherow
 
 
Executive Vice President and
 
 
Chief Financial Officer

 

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INDEX TO EXHIBITS
 
Exhibit (10.1)
 
Cedar Fair, L.P. 2008 Omnibus Incentive Plan Performance Award Agreement, dated March 31, 2014, by and between Magnum Management Corporation and Matthew A. Ouimet. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on April 4, 2014.
 
 
 
Exhibit (10.2)
 
Cedar Fair, L.P. 2008 Omnibus Incentive Plan Form of Restricted Unit Award Agreement.
 
 
 
Exhibit (10.3)
 
Cedar Fair, L.P. 2008 Omnibus Incentive Plan Form of Deferred Unit Award Agreement.
 
 
 
Exhibit (31.1)
  
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
Exhibit (31.2)
  
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
Exhibit (32)
  
Certifications Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
Exhibit (101)
  
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2014 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Cash Flow, (iv) the Condensed Consolidated Statement of Equity and, (v) related notes.
 

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