10-Q
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 27, 2016
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.
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, 2016
Units Representing
Limited Partner Interests
 
56,068,506


Table of Contents

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



Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
 
 
3/27/2016
 
12/31/2015
 
3/29/2015
ASSETS
 
 
 
 
 
 
Current Assets:
 
 
 
 
 
 
Cash and cash equivalents
 
$
64,551

 
$
119,557

 
$
19,725

Receivables
 
33,914

 
29,494

 
24,125

Inventories
 
38,455

 
25,029

 
37,369

Prepaid advertising
 
18,929

 
1,521

 
18,268

Other current assets
 
8,989

 
8,425

 
8,759

 
 
164,838

 
184,026

 
108,246

Property and Equipment:
 
 
 
 
 
 
Land
 
270,534

 
267,782

 
270,244

Land improvements
 
382,791

 
381,191

 
370,315

Buildings
 
650,581

 
647,514

 
595,688

Rides and equipment
 
1,575,003

 
1,561,234

 
1,540,227

Construction in progress
 
87,833

 
50,962

 
85,146

 
 
2,966,742

 
2,908,683

 
2,861,620

Less accumulated depreciation
 
(1,396,588
)
 
(1,393,805
)
 
(1,303,356
)
 
 
1,570,154

 
1,514,878

 
1,558,264

Goodwill
 
214,708

 
210,811

 
219,883

Other Intangibles, net
 
36,655

 
35,895

 
36,983

Other Assets
 
17,405

 
17,410

 
18,682

 
 
$
2,003,760

 
$
1,963,020

 
$
1,942,058

LIABILITIES AND PARTNERS’ EQUITY
 
 
 
 
 
 
Current Liabilities:
 
 
 
 
 
 
Current maturities of long-term debt
 
$
4,050

 
$
2,475

 
$

Accounts payable
 
34,092

 
17,122

 
38,265

Deferred revenue
 
105,256

 
69,514

 
92,664

Accrued interest
 
11,360

 
9,910

 
12,056

Accrued taxes
 
10,563

 
41,937

 
10,159

Accrued salaries, wages and benefits
 
22,441

 
26,916

 
26,111

Self-insurance reserves
 
24,252

 
23,996

 
22,785

Current derivative liability
 

 

 
9,989

Distribution payable
 
46,314

 

 

Other accrued liabilities
 
7,196

 
6,801

 
11,486

 
 
265,524

 
198,671

 
223,515

Deferred Tax Liability
 
138,948

 
129,763

 
112,298

Derivative Liability
 
27,855

 
22,918

 
19,252

Other Liabilities
 
12,388

 
17,983

 
15,351

Long-Term Debt:
 
 
 
 
 
 
Revolving credit loans
 
65,000

 

 
57,000

Term debt
 
597,309

 
598,346

 
599,145

Notes
 
938,542

 
938,330

 
936,689

 
 
1,600,851

 
1,536,676

 
1,592,834

Commitments and Contingencies (Note 10)
 

 

 

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

 
5,290

 
5,290

General partner
 

 

 

Limited partners, 56,069, 56,018 and 55,952 units outstanding at March 27, 2016, December 31, 2015 and March 29, 2015, respectively
 
(43,361
)
 
48,428

 
(20,627
)
Accumulated other comprehensive income (loss)
 
(3,735
)
 
3,291

 
(5,855
)
 
 
(41,806
)
 
57,009

 
(21,192
)
 
 
$
2,003,760

 
$
1,963,020

 
$
1,942,058

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

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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
 
3/27/2016
 
3/29/2015
Net revenues:
 
 
 
Admissions
$
28,660

 
$
22,783

Food, merchandise and games
21,767

 
17,944

Accommodations, extra-charge products and other
8,011

 
6,090


58,438

 
46,817

Costs and expenses:

 
 
Cost of food, merchandise, and games revenues
6,237

 
5,588

Operating expenses
84,604

 
78,130

Selling, general and administrative
25,612

 
25,818

Depreciation and amortization
5,191

 
4,011

Loss on impairment / retirement of fixed assets, net
2,612

 
2,903


124,256

 
116,450

Operating loss
(65,818
)
 
(69,633
)
Interest expense
19,787

 
20,532

Net effect of swaps
1,842

 
(116
)
Unrealized/realized foreign currency (gain) loss
(19,561
)
 
38,218

Interest income
(18
)
 
(40
)
Loss before taxes
(67,868
)
 
(128,227
)
Benefit for taxes
(19,382
)
 
(44,394
)
Net loss
(48,486
)
 
(83,833
)
Net loss allocated to general partner

 
(1
)
Net loss allocated to limited partners
$
(48,486
)
 
$
(83,832
)
 
 
 
 
Net loss
$
(48,486
)
 
$
(83,833
)
Other comprehensive income (loss), (net of tax):
 
 
 
Cumulative foreign currency translation adjustment
(4,395
)
 
7,214

Unrealized loss on cash flow hedging derivatives
(2,631
)
 
(2,439
)
Other comprehensive income (loss), (net of tax)
(7,026
)
 
4,775

Total comprehensive loss
$
(55,512
)
 
$
(79,058
)
Basic loss per limited partner unit:
 
 
 
Weighted average limited partner units outstanding
55,877

 
55,820

Net loss per limited partner unit
$
(0.87
)
 
$
(1.50
)
Diluted loss per limited partner unit:
 
 
 
Weighted average limited partner units outstanding
55,877

 
55,820

Net loss per limited partner unit
$
(0.87
)
 
$
(1.50
)
The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

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Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF PARTNERS’ EQUITY
(In thousands)
 
Three months ended
 
3/27/2016
 
3/29/2015
Limited Partnership Units Outstanding
 
 
 
Beginning balance
56,018

 
55,828

Limited partnership unit options exercised
7

 
8

Limited partnership unit forfeitures

 
(1
)
Issuance of limited partnership units as compensation
44

 
117

 
56,069

 
55,952

Limited Partners’ Equity
 
 
 
Beginning balance
$
48,428

 
$
101,556

Net loss
(48,486
)
 
(83,832
)
Partnership distribution declared ($0.825 and $0.75 per limited partnership unit)
(46,314
)
 
(42,052
)
Expense recognized for limited partnership unit options
5

 
223

Tax effect of units involved in treasury unit transactions
(1,549
)
 
(1,299
)
Issuance of limited partnership units as compensation
4,555

 
4,777

 
(43,361
)
 
(20,627
)
General Partner’s Equity
 
 
 
Beginning balance

 
1

Net income

 
(1
)
 

 

Special L.P. Interests
5,290

 
5,290

Accumulated Other Comprehensive Income (Loss)
 
 
 
Cumulative foreign currency translation adjustment:
 
 
 
Beginning balance
22,591

 
5,936

Period activity, net of tax $2,520 and ($4,147)
(4,395
)
 
7,214

 
18,196

 
13,150

Unrealized loss on cash flow hedging derivatives:
 
 
 
Beginning balance
(19,300
)
 
(16,566
)
Period activity, net of tax $464 and $477
(2,631
)
 
(2,439
)
 
(21,931
)
 
(19,005
)
 
(3,735
)
 
(5,855
)
Total Partners’ Equity
$
(41,806
)
 
$
(21,192
)
The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of this statement.


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Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 
Three months ended
 
3/27/2016
 
3/29/2015
CASH FLOWS FOR OPERATING ACTIVITIES
 
 
 
Net loss
$
(48,486
)
 
$
(83,833
)
Adjustments to reconcile net loss to net cash from operating activities:
 
 
 
Depreciation and amortization
5,191

 
4,011

Non-cash foreign currency (gain) loss on debt
(19,812
)
 
37,701

Other non-cash expenses
9,525

 
9,363

Net change in working capital
(19,917
)
 
(25,208
)
Net change in other assets/liabilities
5,657

 
(2,283
)
Net cash for operating activities
(67,842
)
 
(60,249
)
CASH FLOWS FOR INVESTING ACTIVITIES
 
 
 
Capital expenditures
(52,221
)
 
(59,730
)
Purchase of preferred equity investment

 
(2,000
)
Net cash for investing activities
(52,221
)
 
(61,730
)
CASH FLOWS FROM FINANCING ACTIVITIES
 
 
 
Net borrowings on revolving credit loans
65,000

 
57,000

Distributions paid to partners

 
(42,052
)
Tax effect of units involved in treasury unit transactions
(1,549
)
 
(1,299
)
Net cash from financing activities
63,451

 
13,649

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
1,606

 
(3,785
)
CASH AND CASH EQUIVALENTS
 
 
 
Net decrease for the period
(55,006
)
 
(112,115
)
Balance, beginning of period
119,557

 
131,840

Balance, end of period
$
64,551

 
$
19,725

SUPPLEMENTAL INFORMATION
 
 
 
Cash payments for interest expense
$
18,123

 
$
18,343

Interest capitalized
788

 
945

Cash payments for income taxes, net of refunds
2,834

 
297

Capital expenditures in accounts payable
4,809

 
8,187

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

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Table of Contents

CEDAR FAIR, L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIODS ENDED MARCH 27, 2016 AND MARCH 29, 2015

The accompanying unaudited condensed consolidated financial statements have been prepared from the financial records of Cedar Fair, L.P. (the Partnership) without audit and reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary to fairly present the results of the interim periods covered in this report. Due to the seasonal nature of the Partnership's amusement and water park operations, the results for any interim period may not be indicative of the results expected for the full fiscal year.

(1) Significant Accounting and Reporting Policies:
The Partnership’s unaudited condensed consolidated financial statements for the periods ended March 27, 2016 and March 29, 2015 included in this Form 10-Q report have been prepared in accordance with the accounting policies described in the Notes to Consolidated Financial Statements for the year ended December 31, 2015, which were included in the Form 10-K filed on February 26, 2016. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the Commission). These financial statements should be read in conjunction with the financial statements and the notes thereto included in the Form 10-K referred to above.
Adopted Accounting Pronouncements

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

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

New Accounting Pronouncements

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

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


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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-use products are recognized over the estimated number of uses expected for each type of product and are adjusted periodically during the operating season prior to the ticket or product expiration, which occurs no later than the close of the operating season or December 31 each year, (b) depreciation, advertising and certain seasonal operating costs are expensed during each park’s operating season, including certain costs incurred prior to the season which are amortized over the season, and (c) all other costs are expensed as incurred or ratably over the entire year. Revenues on multi-use products for the next operating season are deferred in the year received and recognized as revenue in the following operating season.

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

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

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

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

(4) Goodwill and Other Intangible Assets:
In accordance with the applicable accounting rules, goodwill is not amortized, but, along with indefinite-lived trade-names, is evaluated for impairment on an annual basis or more frequently if indicators of impairment exist. As of March 27, 2016, there were no indicators of impairment. The Partnership's annual testing date is the first day of the fourth quarter.
There were no impairments for any period presented.

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Table of Contents

A summary of changes in the Partnership’s carrying value of goodwill for the three months ended March 27, 2016 and March 29, 2015 is as follows:
(In thousands)
 
Goodwill
(gross)
 
Accumulated
Impairment
Losses
 
Goodwill
(net)
Balance at December 31, 2015
 
$
290,679

 
$
(79,868
)
 
$
210,811

Foreign currency translation
 
3,897

 

 
3,897

Balance at March 27, 2016
 
$
294,576

 
$
(79,868
)
 
$
214,708

 
 
 
 
 
 
 
Balance at December 31, 2014
 
$
308,159

 
$
(79,868
)
 
$
228,291

Foreign currency translation
 
(8,408
)
 

 
(8,408
)
Balance at March 29, 2015
 
$
299,751

 
$
(79,868
)
 
$
219,883

At March 27, 2016, December 31, 2015, and March 29, 2015 the Partnership’s other intangible assets consisted of the following:
March 27, 2016
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Value
(In thousands)
 
 
 
 
 
 
Other intangible assets:
 
 
 
 
 
 
Trade names
 
$
35,760

 
$

 
$
35,760

License / franchise agreements
 
1,444

 
549

 
895

Total other intangible assets
 
$
37,204

 
$
549

 
$
36,655

 
 
 
 
 
 
 
December 31, 2015
 
 
 
 
 
 
(In thousands)
 
 
 
 
 
 
Other intangible assets:
 
 
 
 
 
 
Trade names
 
$
35,208

 
$

 
$
35,208

License / franchise agreements
 
1,067

 
380

 
687

Total other intangible assets
 
$
36,275

 
$
380

 
$
35,895

 
 
 
 
 
 
 
March 29, 2015
 
 
 
 
 
 
(In thousands)
 
 
 
 
 
 
Other intangible assets:
 
 
 
 
 
 
Trade names
 
$
36,492

 
$

 
$
36,492

License / franchise agreements
 
816

 
325

 
491

Total other intangible assets
 
$
37,308

 
$
325

 
$
36,983

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

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(5) Long-Term Debt:
Long-term debt as of March 27, 2016, December 31, 2015, and March 29, 2015:
($'s in thousands)
March 27, 2016
 
December 31, 2015
 
March 29, 2015
 
 
 
 
 
 
Revolving credit facility (due 2018)
$
65,000

 
$

 
$
57,000

Term debt (1)
 
 
 
 
 
March 2013 U.S. term loan averaging 3.25% (due 2013-2020)
608,850

 
608,850

 
608,850

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

 
450,000

 
450,000

March 2013 U.S. fixed rate note at 5.25% (due 2021)
500,000

 
500,000

 
500,000

 
1,623,850

 
1,558,850

 
1,615,850

Less: current portion
4,050

 
2,475

 

 
1,619,800

 
1,556,375

 
1,615,850

Less: deferred financing fees
18,949

 
19,699

 
23,016

 
$
1,600,851

 
$
1,536,676

 
$
1,592,834

 
 
 
 
 
 
(1) The average interest rate does not reflect the effect of interest rate swap agreements (see Note 6).
In June of 2014, the Partnership issued $450 million of 5.375% senior unsecured notes ("June 2014 notes"), maturing in 2024. The net proceeds from the offering of the June 2014 notes were used to redeem in full all of the Partnership’s $405 million of 9.125% July 2010 senior unsecured notes that were scheduled to mature in 2018 (and which included $5.6 million of Original Issue Discount ("OID") to yield 9.375%), to satisfy and discharge the indenture governing the notes that were redeemed and for general corporate purposes.
The Partnership's June 2014 notes pay interest semi-annually in June and December, with the principal due in full on June 1, 2024. Prior to June 1, 2017, up to 35% of the notes may be redeemed with the net cash proceeds of certain equity offerings at a price equal to 105.375% together with accrued and unpaid interest. The notes may be redeemed, in whole or in part, at any time prior to June 1, 2019 at a price equal to 100% of the principal amount of the notes redeemed plus a “make-whole” premium together with accrued and unpaid interest, if any, to the redemption date. Thereafter, the notes may be redeemed, in whole or in part, at various prices depending on the date redeemed.
In March 2013, the Partnership issued $500 million of 5.25% senior unsecured notes ("March 2013 notes"), maturing in 2021. The Partnership's March 2013 notes pay interest semi-annually in March and September, with the principal due in full on March 15, 2021. The notes may be redeemed, in whole or in part, at any time prior to March 15, 2017 at a price equal to 103.938% of the principal amount of the notes redeemed, together with accrued and unpaid interest, if any, to the redemption date. The notes may be redeemed after this date, in whole or in part, at various prices depending on the date redeemed.

Concurrently with this offering, the Partnership entered into a new $885 million credit agreement (the "2013 Credit Agreement"), which included a $630 million senior secured term loan facility and a $255 million senior secured revolving credit facility. The terms of the senior secured term loan facility include a maturity date of March 6, 2020 and an interest rate of LIBOR ("London InterBank Offering Rate") plus 250 bps with a LIBOR floor of 75 bps. The term loan amortizes at $6.3 million annually and allows interest to be paid on a 30-, 60-, or 90-day basis. The Partnership is currently paying interest on a 30-day basis. The net proceeds from the notes and borrowings under the 2013 Credit Agreement were used to repay in full all amounts outstanding under the previous credit facilities. The facilities provided under the 2013 Credit Agreement are collateralized by substantially all of the assets of the Partnership.

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

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

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

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

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

(6) Derivative Financial Instruments:
Derivative financial instruments are used within the Partnership’s overall risk management program to manage interest rate risk. By utilizing a derivative instrument to hedge our exposure to LIBOR rate changes, the Partnership is exposed to counterparty credit risk, in particular the failure of the counterparty to perform under the terms of the derivative contract. To mitigate this risk, hedging instruments are placed with a counterparty that the Partnership believes poses minimal credit risk. The Partnership does not use derivative financial instruments for trading purposes.
In the first quarter of 2016, the Partnership amended each of its four interest rate swap agreements to extend each of the maturities by two years to December 31, 2020, and to fix LIBOR at a rate of 2.64%. As a result of the amendments, the previously existing interest rate swap agreements were de-designated and the amounts recorded in AOCI will be amortized into earnings through the original December 2018 maturity. The newly amended interest rate swap agreements are not designated as hedging instruments. There were no other changes to the terms of the agreements beyond those disclosed.
Fair Value of Derivative Instruments and the Classification in Condensed Consolidated Balance Sheet:
(In thousands)
 
Condensed Consolidated
Balance Sheet Location
 
Fair Value as of
 
Fair Value as of
 
Fair Value as of
March 27, 2016
 
December 31, 2015
 
March 29, 2015
Derivatives designated as hedging instruments:
 
 
 
 
 
 
 
 
Interest rate swaps
 
Derivative Liability
 
$

 
$
(22,918
)
 
$
(19,252
)
Total derivatives designated as hedging instruments
 
 
 
$

 
$
(22,918
)
 
$
(19,252
)
Derivatives not designated as hedging instruments:
 
 
 
 
 
 
 
 
Interest rate swaps
 
Current Derivative Liability
 
$

 
$

 
$
(9,989
)
Interest rate swaps
 
Derivative Liability
 
$
(27,855
)
 
$

 
$

Total derivatives not designated as hedging instruments
 
 
 
$
(27,855
)
 
$

 
$
(9,989
)
Net derivative liability
 
 
 
$
(27,855
)
 
$
(22,918
)
 
$
(29,241
)
 
Derivatives Designated as Hedging Instruments
Changes in fair value of highly effective hedges are recorded as a component of accumulated other comprehensive income in the consolidated balance sheets. Any ineffectiveness is recognized immediately in income. Amounts recorded as a component of accumulated other comprehensive income are reclassified into earnings in the same period the forecasted transactions affect earnings. As a result of the first quarter of 2016 amendments, the previously existing interest rate swap agreements were de-designated and the newly amended interest rate swap agreements are not designated as hedging instruments. As of March 27, 2016 we have no designated derivatives and thus no amounts for designated derivatives that are forecasted to be reclassified into earnings in the next twelve months.

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Derivatives Not Designated as Hedging Instruments
Certain interest rate swap contracts were deemed ineffective in prior years and no longer qualified for hedge accounting. As a result of discontinued hedge accounting, the instruments are prospectively adjusted to fair value each reporting period through "Net effect of swaps" on the consolidated statements of operations and comprehensive income. The amounts that were previously recorded as a component of accumulated other comprehensive income prior to the de-designation are reclassified to earnings and a corresponding realized gain or loss will be recognized when the forecasted cash flow occurs. As a result of the first quarter 2016 amendments, the previously existing interest rate swap agreements were de-designated and the amounts previously recorded in AOCI will be amortized into earnings through the original December 2018 maturity. As of March 27, 2016, approximately $26.0 million of losses remain in accumulated comprehensive income related to the effective cash flow hedge contracts prior to de-designation, $9.5 million of which will be reclassified to earnings within the next twelve months.
Effects of Derivative Instruments on Income (Loss) and Other Comprehensive Income (Loss) for the three-month periods ended March 27, 2016 and March 29, 2015:

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

 
Net effect of swaps
 
$
(265
)
 
$
1,802

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

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

(7) Fair Value Measurements:
The FASB Accounting Standards Codification (ASC) relating to fair value measurements emphasizes that fair value is a market-based measurement that should be determined based on assumptions (inputs) that market participants would use in pricing an asset or liability. Inputs may be observable or unobservable, and valuation techniques used to measure fair value should maximize the use of relevant observable inputs and minimize the use of unobservable inputs. Accordingly, the FASB’s ASC establishes a hierarchal disclosure framework that ranks the quality and reliability of information used to determine fair values. The hierarchy is associated with the level of pricing observability utilized in measuring fair value and defines three levels of inputs to the fair value measurement process. Quoted prices are the most reliable valuation inputs, whereas model values that include inputs based on unobservable data are the least reliable. Each fair value measurement must be assigned to a level corresponding to the lowest level input that is significant to the fair value measurement in its entirety.
The three broad levels of inputs defined by the fair value hierarchy are as follows:
 
Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
 
Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
 
Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.

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A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The table below presents the balances of assets and liabilities measured at fair value as of March 27, 2016, December 31, 2015, and March 29, 2015 on a recurring basis as well as the fair values of other financial instruments:
(In thousands)
Condensed 
Consolidated
Fair Value
March 27, 2016
 
December 31, 2015
 
March 29, 2015
Balance Sheet Location
Hierarchy Level
Carrying Value
Fair 
Value
 
Carrying Value
Fair 
Value
 
Carrying Value
Fair 
Value
Financial assets (liabilities) measured on a recurring basis:
 
 
 
 
 
 
 
 
 
 
Interest rate swap agreements not designated as cash flow hedges
Current derivative liability
Level 2


 


 
(9,989
)
(9,989
)
Interest rate swap agreements not designated as cash flow hedges
Derivative Liability
Level 2
(27,855
)
(27,855
)
 


 


Interest rate swap agreements designated as cash flow hedges
Derivative Liability
Level 2


 
(22,918
)
(22,918
)
 
(19,252
)
(19,252
)
Other financial assets (liabilities):
 
 
 
 
 
 
 
 
 
 
Term debt
Long-Term Debt (1)
Level 2
(604,800
)
(604,800
)
 
(606,375
)
(605,806
)
 
(608,850
)
(610,372
)
March 2013 notes
Long-Term Debt (1)
Level 1
(500,000
)
(518,750
)
 
(500,000
)
(501,250
)
 
(500,000
)
(513,750
)
June 2014 notes
Long-Term Debt (1)
(2) 
(450,000
)
(464,625
)
 
(450,000
)
(451,125
)
 
(450,000
)
(460,125
)
(1)
Carrying values of Long-Term debt balances are before reductions for deferred financing fee amounts of $18.9 million, $19.7 million, and $23.0 million as of March 27, 2016, December 31, 2015, and March 29, 2015.
(2)
The June 2014 notes were based on Level 1 inputs as of both March 27, 2016 and December 31, 2015 and Level 2 inputs as of March 29, 2015.
Fair values of the interest rate swap agreements are determined using significant inputs, including the LIBOR forward curves, which are considered Level 2 observable market inputs. In addition, the Partnership considered the effect of its credit and non-performance risk on the fair values provided, and recognized an adjustment decreasing the net derivative liability by approximately $1.1 million as of March 27, 2016, $0.8 million as of December 31, 2015, and $0.6 million as of March 29, 2015.
The carrying value of cash and cash equivalents, revolving credit loans, accounts receivable, current portion of term debt, accounts payable, and accrued liabilities approximates fair value because of the short maturity of these instruments. There were no assets measured at fair value on a non-recurring basis at March 27, 2016, December 31, 2015, or March 29, 2015.

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(8) Earnings per Unit:
Net loss per limited partner unit is calculated based on the following unit amounts:
 
Three months ended
 
3/27/2016
 
3/29/2015
 
(In thousands
except per unit amounts)
Basic weighted average units outstanding
55,877

 
55,820

Diluted weighted average units outstanding
55,877

 
55,820

Net loss per unit - basic
$
(0.87
)
 
$
(1.50
)
Net loss per unit - diluted
$
(0.87
)
 
$
(1.50
)
 
 
 
 

(9) Income and Partnership Taxes:
Under the applicable accounting rules, income taxes are recognized for the amount of taxes payable by the Partnership’s corporate subsidiaries for the current year and for the impact of deferred tax assets and liabilities, which represent future tax consequences of events that have been recognized differently in the financial statements than for tax purposes. The income tax provision (benefit) for interim periods is determined by applying an estimated annual effective tax rate to the quarterly income (loss) of the Partnership’s corporate subsidiaries. In addition to income taxes on its corporate subsidiaries, the Partnership is subject to a publicly traded partnership tax (PTP tax) on partnership-level gross income (net revenues less cost of food, merchandise and games). As such, the Partnership’s total provision (benefit) for taxes includes amounts for both the PTP tax and for income taxes on its corporate subsidiaries.
As of the first quarter of 2016, the Partnership has recorded $1.1 million of unrecognized tax benefits including interest and/or penalties related to state and local tax filing positions. The Partnership recognizes interest and/or penalties related to unrecognized tax benefits in the income tax provision. The Partnership does not anticipate that the balance of the unrecognized tax benefit will change significantly over the next 12 months.
(10) Contingencies:
The Partnership is a party to a number of lawsuits arising in the normal course of business. In the opinion of management, none of these matters are expected to have a material effect in the aggregate on the Partnership's financial statements.



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

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

 
$
3,291

 
 
 
 
 
 
 
 
Other comprehensive income before reclassifications, net of tax $711 and $2,520, respectively
 
(3,960
)
 
(4,395
)
 
(8,355
)
 
 
 
 
 
 
 
 
Amounts reclassified from accumulated other comprehensive income, net of tax ($247) (2)
 
1,329

 

 
1,329

 
 
 
 
 
 
 
 
Net other comprehensive income
 
(2,631
)
 
(4,395
)
 
(7,026
)
 
 
 
 
 
 
 
 
Balance at March 27, 2016
 
$
(21,931
)
 
$
18,196

 
$
(3,735
)

 
Changes in Accumulated Other Comprehensive Income by Component (1)
(In thousands)
 
 
 
 
 
 
 
 
 
Gains and Losses
 
 
 
 
 
 
 
on Cash Flow Hedges
 
Foreign Currency Items
 
 
 
 
 
 
 
 
 
Total
Balance at December 31, 2014
 
$
(16,566
)
 
$
5,936

 
$
(10,630
)
 
 
 
 
 
 
 
 
Other comprehensive income before reclassifications, net of tax $701 and ($4,147), respectively
 
(3,901
)
 
7,214

 
3,313

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

 

 
1,462

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

 
4,775

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

 
$
(5,855
)

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

 
$
1,686

 
Net effect of swaps
Provision for taxes
 
(247
)
 
(224
)
 
Provision for taxes
 
 
 
$
1,329

 
$
1,462

 


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


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

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


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CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
March 27, 2016
(In thousands)
 
 
Cedar Fair L.P. (Parent)
 
Co-Issuer Subsidiary (Magnum)
 
Co-Issuer Subsidiary (Cedar Canada)
 
Guarantor Subsidiaries
 
Eliminations
 
Total
ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
Current Assets:
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$

 
$

 
$
38,251

 
$
28,203

 
$
(1,903
)
 
$
64,551

Receivables
 
18

 
2,192

 
20,709

 
488,005

 
(477,010
)
 
33,914

Inventories
 

 
131

 
1,920

 
36,404

 

 
38,455

Other current assets
 
77

 
26,642

 
2,097

 
25,153

 
(26,051
)
 
27,918

 
 
95

 
28,965

 
62,977

 
577,765

 
(504,964
)
 
164,838

Property and Equipment (net)
 

 
5,584

 
186,379

 
1,378,191

 

 
1,570,154

Investment in Park
 
699,382

 
904,557

 
176,055

 
24,194

 
(1,804,188
)
 

Goodwill
 
674

 

 
94,428

 
119,606

 

 
214,708

Other Intangibles, net
 

 

 
13,384

 
23,271

 

 
36,655

Deferred Tax Asset
 

 
2,920

 

 

 
(2,920
)
 

Other Assets
 

 
14,413

 
219

 
2,773

 

 
17,405

 
 
$
700,151

 
$
956,439

 
$
533,442

 
$
2,125,800

 
$
(2,312,072
)
 
$
2,003,760

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

 
$
1,649

 
$
93

 
$
2,308

 
$

 
$
4,050

Accounts payable
 
317,035

 
161,288

 
1,839

 
32,189

 
(478,259
)
 
34,092

Deferred revenue
 

 
139

 
6,313

 
98,804

 

 
105,256

Accrued interest
 
1,290

 
1,303

 
7,853

 
914

 

 
11,360

Accrued taxes
 
1,935

 

 
1,810

 
32,869

 
(26,051
)
 
10,563

Accrued salaries, wages and benefits
 

 
21,805

 
636

 

 

 
22,441

Self-insurance reserves
 

 
11,417

 
1,426

 
11,409

 

 
24,252

Distribution payable
 
46,968

 

 

 

 
(654
)
 
46,314

Other accrued liabilities
 
1,438

 
1,125

 
190

 
4,443

 

 
7,196

 
 
368,666

 
198,726

 
20,160

 
182,936

 
(504,964
)
 
265,524

Deferred Tax Liability
 

 

 
20,003

 
121,865

 
(2,920
)
 
138,948

Derivative Liability
 
16,713

 
11,142

 

 

 

 
27,855

Other Liabilities
 

 
1,232

 

 
11,156

 

 
12,388

Long-Term Debt:
 
 
 
 
 
 
 
 
 
 
 
 
Revolving credit loans
 
65,000

 

 

 

 

 
65,000

Term debt
 

 
243,628

 
13,660

 
340,021

 

 
597,309

Notes
 
291,578

 
202,794

 
444,170

 

 

 
938,542

 
 
356,578

 
446,422

 
457,830

 
340,021

 

 
1,600,851

 
 
 
 
 
 
 
 
 
 
 
 
 
Equity
 
(41,806
)
 
298,917

 
35,449

 
1,469,822

 
(1,804,188
)
 
(41,806
)
 
 
$
700,151

 
$
956,439

 
$
533,442

 
$
2,125,800

 
$
(2,312,072
)
 
$
2,003,760



 


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CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 2015
(In thousands)
 
 
Cedar Fair L.P. (Parent)
 
Co-Issuer Subsidiary (Magnum)
 
Co-Issuer Subsidiary (Cedar Canada)
 
Guarantor Subsidiaries
 
Eliminations
 
Total
ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
Current Assets:
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
77,007

 
$

 
$
39,106

 
$
3,444

 
$

 
$
119,557

Receivables
 

 
1,292

 
27,788

 
547,361

 
(546,947
)
 
29,494

Inventories
 

 
121

 
1,222

 
23,686

 

 
25,029

Other current assets
 
188

 
1,261

 
1,332

 
8,781

 
(1,616
)
 
9,946

 
 
77,195

 
2,674

 
69,448

 
583,272

 
(548,563
)
 
184,026

Property and Equipment (net)
 

 
5,593

 
176,390

 
1,332,895

 

 
1,514,878

Investment in Park
 
724,592

 
911,910

 
179,529

 
27,862

 
(1,843,893
)
 

Goodwill
 
674

 

 
90,531

 
119,606

 

 
210,811

Other Intangibles, net
 

 

 
12,832

 
23,063

 

 
35,895

Deferred Tax Asset
 

 
14,080

 

 

 
(14,080
)
 

Other Assets
 

 
14,414

 
210

 
2,786

 

 
17,410

 
 
$
802,461

 
$
948,671

 
$
528,940

 
$
2,089,484

 
$
(2,406,536
)
 
$
1,963,020

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

 
$
1,008

 
$
57

 
$
1,410

 
$

 
2,475

Accounts payable
 
433,621

 
115,135

 
810

 
14,503

 
(546,947
)
 
17,122

Deferred revenue
 

 
85

 
4,397

 
65,032

 

 
69,514

Accrued interest
 
4,602

 
3,221

 
2,056

 
31

 

 
9,910

Accrued taxes
 
1,066

 

 

 
42,487

 
(1,616
)
 
41,937

Accrued salaries, wages and benefits
 

 
22,166

 
1,026

 
3,724

 

 
26,916

Self-insurance reserves
 

 
7,437

 
1,400

 
15,159

 


 
23,996

Other accrued liabilities
 
1,355

 
1,531

 
167

 
3,748

 

 
6,801

 
 
440,644

 
150,583

 
9,913

 
146,094

 
(548,563
)
 
198,671

Deferred Tax Liability
 

 

 
21,979

 
121,864

 
(14,080
)
 
129,763

Derivative Liability
 
13,396

 
9,522

 

 

 

 
22,918

Other Liabilities
 

 
6,705

 

 
11,278

 

 
17,983

Long-Term Debt:
 
 
 
 
 
 
 
 
 
 
 
 
Term debt
 

 
244,101

 
13,691

 
340,554

 

 
598,346

Notes
 
291,412

 
202,679

 
444,239

 

 

 
938,330

 
 
291,412

 
446,780

 
457,930

 
340,554

 

 
1,536,676

 
 
 
 
 
 
 
 
 
 
 
 
 
Equity
 
57,009

 
335,081

 
39,118

 
1,469,694

 
(1,843,893
)
 
57,009

 
 
$
802,461

 
$
948,671

 
$
528,940

 
$
2,089,484

 
$
(2,406,536
)
 
$
1,963,020


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Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
March 29, 2015
(In thousands)
 
 
Cedar Fair L.P. (Parent)
 
Co-Issuer Subsidiary (Magnum)
 
Co-Issuer Subsidiary (Cedar Canada)
 
Guarantor Subsidiaries
 
Eliminations
 
Total
ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
Current Assets:
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$

 
$

 
$
14,881

 
$
4,844

 
$

 
$
19,725

Receivables
 
1

 
89,060

 
115,830

 
546,424

 
(727,190
)
 
24,125

Inventories
 

 
152

 
2,070

 
35,147

 

 
37,369

Other current assets
 
80

 
369

 
2,382

 
24,196

 

 
27,027

 
 
81

 
89,581

 
135,163

 
610,611

 
(727,190
)
 
108,246

Property and Equipment (net)
 

 
5,621

 
202,853

 
1,349,790

 

 
1,558,264

Investment in Park
 
622,008

 
765,178

 
160,401

 
11,776

 
(1,559,363
)
 

Goodwill
 
674

 

 
99,603

 
119,606

 

 
219,883

Other Intangibles, net
 

 

 
14,119

 
22,864

 

 
36,983

Deferred Tax Asset
 

 
60,326

 

 

 
(60,326
)
 

Other Assets
 

 
14,431

 
349

 
3,902

 

 
18,682

 
 
$
622,763

 
$
935,137

 
$
612,488

 
$
2,118,549

 
$
(2,346,879
)
 
$
1,942,058

LIABILITIES AND PARTNERS’ EQUITY
 
 
 
 
 
 
 
 
 
 
 
 
Current Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Accounts payable
 
$
274,612

 
$
199,361

 
$
2,424

 
$
289,058

 
$
(727,190
)
 
$
38,265

Deferred revenue
 

 
92

 
6,077

 
86,495

 

 
92,664

Accrued interest
 
1,595

 
1,526

 
7,943

 
992

 

 
12,056

Accrued taxes
 
1,792

 
503

 
749

 
7,115

 

 
10,159

Accrued salaries, wages and benefits
 

 
21,608

 
771

 
3,732

 

 
26,111

Self-insurance reserves
 

 
8,031

 
1,413

 
13,341

 

 
22,785

Current derivative liability
 
5,980

 
4,009

 

 

 

 
9,989

Other accrued liabilities
 
864

 
3,365

 
99

 
7,158

 

 
11,486

 
 
284,843

 
238,495

 
19,476

 
407,891

 
(727,190
)
 
223,515

Deferred Tax Liability
 

 

 
49,021

 
123,603</