Document
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 24, 2018
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             .
Commission File Number: 1-9444
CEDAR FAIR, L.P.
(Exact name of registrant as specified in its charter)
 
DELAWARE
 
34-1560655
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
One Cedar Point Drive, Sandusky, Ohio 44870-5259
(Address of principal executive offices) (Zip Code)
(419) 626-0830
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   x    No  o 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
x
  
Accelerated filer
 
o
 
 
 
 
Non-accelerated filer
 
o (Do not check if a smaller reporting company)
  
Smaller reporting company
 
o
 
 
 
 
 
 
 
 
 
 
 
Emerging growth company
 
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o    No  x


Table of Contents

 
 
 
Title of Class
 
Units Outstanding as of July 27, 2018
Units Representing
Limited Partner Interests
 
56,440,139

Page 1 of 48 pages




Table of Contents

CEDAR FAIR, L.P.
FORM 10-Q CONTENTS
 
 
 
 
 
 
  
 
 
 
 
 
  
 
 
 
 
  
 
 
 
 
  
 
 
 
 
  
 
 
  
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
  



Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
 
 
6/24/2018
 
12/31/2017
 
6/25/2017
ASSETS
 
 
 
 
 
 
Current Assets:
 
 
 
 
 
 
Cash and cash equivalents
 
$
60,119

 
$
166,245

 
$
101,083

Receivables
 
85,379

 
37,722

 
83,377

Inventories
 
47,000

 
29,719

 
44,285

Prepaid advertising
 
22,210

 
3,031

 
18,779

Other current assets
 
18,434

 
10,266

 
14,785

 
 
233,142

 
246,983

 
262,309

Property and Equipment:
 
 
 
 
 
 
Land
 
266,849

 
271,021

 
266,823

Land improvements
 
433,505

 
421,593

 
418,473

Buildings
 
728,243

 
693,899

 
699,548

Rides and equipment
 
1,804,512

 
1,740,653

 
1,723,960

Construction in progress
 
36,569

 
72,847

 
39,775

 
 
3,269,678

 
3,200,013

 
3,148,579

Less accumulated depreciation
 
(1,650,680
)
 
(1,614,241
)
 
(1,539,953
)
 
 
1,618,998

 
1,585,772

 
1,608,626

Goodwill
 
180,186

 
183,830

 
180,370

Other Intangibles, net
 
36,991

 
38,064

 
37,653

Other Assets
 
9,899

 
9,510

 
20,499

 
 
$
2,079,216

 
$
2,064,159

 
$
2,109,457

LIABILITIES AND PARTNERS’ EQUITY
 
 
 
 
 
 
Current Liabilities:
 
 
 
 
 
 
Current maturities of long-term debt
 
$
1,875

 
$

 
$
7,500

Accounts payable
 
49,551

 
24,621

 
45,374

Deferred revenue
 
211,173

 
86,131

 
193,338

Accrued interest
 
9,265

 
8,124

 
9,735

Accrued taxes
 
12,740

 
43,975

 
30,352

Accrued salaries, wages and benefits
 
26,228

 
18,740

 
24,955

Self-insurance reserves
 
25,272

 
25,107

 
26,860

Other accrued liabilities
 
24,395

 
18,796

 
16,706

 
 
360,499

 
225,494

 
354,820

Deferred Tax Liability
 
93,474

 
74,798

 
116,797

Derivative Liability
 

 
8,722

 
18,166

Other Liabilities
 
10,982

 
11,684

 
12,423

Long-Term Debt:
 
 
 
 
 
 
Revolving credit loans
 
25,000

 

 

Term debt
 
722,186

 
723,788

 
731,258

Notes
 
937,146

 
936,727

 
936,633

 
 
1,684,332

 
1,660,515

 
1,667,891

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

 
5,290

 
5,290

General partner
 
(2
)
 

 
(1
)
Limited partners, 56,441, 56,359 and 56,240 units outstanding at June 24, 2018, December 31, 2017 and June 25, 2017, respectively
 
(86,435
)
 
81,589

 
(70,915
)
Accumulated other comprehensive income (loss)
 
11,076

 
(3,933
)
 
4,986

 
 
(70,071
)
 
82,946

 
(60,640
)
 
 
$
2,079,216

 
$
2,064,159

 
$
2,109,457

    
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
 
Six months ended
 
6/24/2018
 
6/25/2017
 
6/24/2018
 
6/25/2017
Net revenues:
 
 
 
 
 
 
 
Admissions
$
204,447

 
$
214,881

 
$
231,168

 
$
237,444

Food, merchandise and games
129,947

 
133,167

 
151,002

 
151,375

Accommodations, extra-charge products and other
45,922

 
44,750

 
52,873

 
52,297


380,316

 
392,798

 
435,043

 
441,116

Costs and expenses:

 
 
 
 
 
 
Cost of food, merchandise, and games revenues
35,018

 
34,249

 
41,021

 
39,729

Operating expenses
167,417

 
160,380

 
256,245

 
244,669

Selling, general and administrative
54,041

 
51,860

 
82,723

 
79,479

Depreciation and amortization
52,219

 
50,812

 
57,740

 
56,177

Loss on impairment / retirement of fixed assets, net
3,372

 
184

 
4,712

 
1,710


312,067

 
297,485

 
442,441

 
421,764

Operating income (loss)
68,249

 
95,313

 
(7,398
)
 
19,352

Interest expense
21,337

 
21,920

 
41,099

 
40,834

Net effect of swaps
(906
)
 
4,368

 
(4,534
)
 
4,669

Loss on early debt extinguishment

 
23,115

 
1,073

 
23,115

Loss (gain) on foreign currency
14,984

 
(3,183
)
 
25,078

 
(5,854
)
Other income
(139
)
 
(16
)
 
(488
)
 
(48
)
Income (loss) before taxes
32,973

 
49,109

 
(69,626
)
 
(43,364
)
Provision (benefit) for taxes
13,730

 
17,741

 
(5,469
)
 
(9,978
)
Net income (loss)
19,243

 
31,368

 
(64,157
)
 
(33,386
)
Net income (loss) allocated to general partner

 
1

 
(1
)
 

Net income (loss) allocated to limited partners
$
19,243

 
$
31,367

 
$
(64,156
)
 
$
(33,386
)
 
 
 
 
 
 
 
 
Net income (loss)
$
19,243

 
$
31,368

 
$
(64,157
)
 
$
(33,386
)
Other comprehensive income, (net of tax):
 
 
 
 
 
 
 
Foreign currency translation adjustment
6,662

 
(1,282
)
 
11,266

 
(1,942
)
Unrealized gain on cash flow hedging derivatives
2,116

 
1,993

 
4,134

 
3,987

Other comprehensive income, (net of tax)
8,778

 
711

 
15,400

 
2,045

Total comprehensive income (loss)
$
28,021

 
$
32,079

 
$
(48,757
)
 
$
(31,341
)
Basic income (loss) per limited partner unit:
 
 
 
 
 
 
 
Weighted average limited partner units outstanding
56,231

 
56,076

 
56,192

 
56,025

Net income (loss) per limited partner unit
$
0.34

 
$
0.56

 
$
(1.14
)
 
$
(0.60
)
Diluted income (loss) per limited partner unit:
 
 
 
 
 
 
 
Weighted average limited partner units outstanding
56,727

 
56,598

 
56,192

 
56,025

Net income (loss) per limited partner unit
$
0.34

 
$
0.55

 
$
(1.14
)
 
$
(0.60
)
The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

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CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ EQUITY
(In thousands)
 
Six months ended
 
6/24/2018
 
6/25/2017
Limited Partnership Units Outstanding
 
 
 
Beginning balance
56,359

 
56,201

Limited partnership unit options exercised
6

 
10

Limited partnership unit forfeitures
(2
)
 
(2
)
Issuance of limited partnership units as compensation
78

 
31

 
56,441

 
56,240

Limited Partners’ Equity
 
 
 
Beginning balance
$
81,589

 
$
52,288

Net loss
(64,156
)
 
(33,386
)
Partnership distribution declared ($1.78 and $1.71 per limited partnership unit)
(100,557
)
 
(96,329
)
Reclassification of stranded tax effect
391

 

Expense recognized for limited partnership unit options
125

 

Tax effect of units involved in treasury unit transactions
(3,045
)
 
(1,377
)
Issuance of limited partnership units as compensation
(782
)
 
7,889

 
(86,435
)
 
(70,915
)
General Partner’s Equity
 
 
 
Beginning balance

 

Net loss
(1
)
 

Partnership distribution declared
(1
)
 
(1
)
 
(2
)
 
(1
)
Special L.P. Interests
5,290

 
5,290

 
 
 
 
Accumulated Other Comprehensive Income
 
 
 
Foreign currency translation adjustment:
 
 
 
Beginning balance
4,042

 
18,891

Period activity, net of tax $2,302 and $0
11,266

 
(1,942
)
 
15,308

 
16,949

Unrealized loss on cash flow hedging derivatives:
 
 
 
Beginning balance
(7,975
)
 
(15,950
)
Period activity, net of tax ($596) and ($742)
4,134

 
3,987

Reclassification of stranded tax effect
(391
)
 

 
(4,232
)
 
(11,963
)
 
11,076

 
4,986

Total Partners’ Equity
$
(70,071
)
 
$
(60,640
)
The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of this statement.


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CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 
Six months ended
 
6/24/2018
 
6/25/2017
CASH FLOWS FROM OPERATING ACTIVITIES
 
 
 
Net loss
$
(64,157
)
 
$
(33,386
)
Adjustments to reconcile net loss to net cash from operating activities:
 
 
 
Depreciation and amortization
57,740

 
56,177

Loss on early debt extinguishment
1,073

 
23,115

Non-cash foreign currency (gain) loss on debt
26,541

 
(5,541
)
Other non-cash expenses
24,123

 
24,410

Net change in working capital
40,996

 
22,598

Net change in other assets/liabilities
(551
)
 
296

Net cash from operating activities
85,765

 
87,669

CASH FLOWS FOR INVESTING ACTIVITIES
 
 
 
Capital expenditures
(100,637
)
 
(123,694
)
Net cash for investing activities
(100,637
)
 
(123,694
)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
 
 
 
Net borrowings on revolving credit loans
25,000

 

Term debt borrowings

 
750,000

Note borrowings

 
500,000

Term debt payments

 
(602,850
)
Note payments, including amounts paid for early termination

 
(515,458
)
Distributions paid to partners
(100,558
)
 
(96,330
)
Payment of debt issuance costs and original issue discount
(2,512
)
 
(18,381
)
Exercise of limited partnership unit options
125

 

Tax effect of units involved in treasury unit transactions
(3,045
)
 
(1,377
)
Payments related to tax withholding for equity compensation
(6,930
)
 
(2,053
)
Net cash from (for) financing activities
(87,920
)
 
13,551

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
(3,334
)
 
841

CASH AND CASH EQUIVALENTS
 
 
 
Net decrease for the period
(106,126
)
 
(21,633
)
Balance, beginning of period
166,245

 
122,716

Balance, end of period
$
60,119

 
$
101,083

SUPPLEMENTAL INFORMATION
 
 
 
Cash payments for interest expense
$
39,854

 
$
40,103

Interest capitalized
1,771

 
1,536

Cash payments for income taxes, net of refunds
11,101

 
12,534

Capital expenditures in accounts payable
7,859

 
5,955

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

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CEDAR FAIR, L.P.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIODS ENDED JUNE 24, 2018 AND JUNE 25, 2017

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:
Except for the changes described below, the Partnership’s unaudited condensed consolidated financial statements for the periods ended June 24, 2018 and June 25, 2017 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, 2017, which were included in the Form 10-K filed on February 23, 2018. 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.

The Partnership adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09") effective January 1, 2018 using the modified retrospective method. The adoption of the standard did not have a material effect on the consolidated financial statements. The Partnership's accounting policy as a result of adopting ASU 2014-09 is discussed below:
Revenue Recognition and related receivables and contract liabilities
As disclosed within the consolidated statements of operations and comprehensive income, revenues are generated from sales of (1) admission to the Partnership's amusement parks and water parks, (2) food, merchandise and games both inside and outside the parks, and (3) accommodations, extra-charge products, and other revenue sources. Admission revenues include amounts paid to gain admission into the Partnership's parks, including parking fees. Revenues related to extra-charge products, including premium benefit offerings such as front-of-line products, and online advanced purchase transaction fees charged to customers are included in "Accommodations, extra-charge products and other". Due to the Partnership's highly seasonal operations, a substantial portion of the Partnership's revenues are generated during an approximate 130- to 140-day operating season. Most revenues are recognized on a daily basis based on actual guest spend at the properties. Revenues from multi-use products, including season-long products for admission, dining, beverage and other products, are recognized over the estimated number of uses expected for each type of product. The estimated number of uses is reviewed and may be updated periodically during the operating season prior to the ticket or product expiration, which generally occurs no later than the close of the operating season. The number of uses is estimated based on historical usage adjusted for current period trends. For any bundled products that include multiple performance obligations, revenue is allocated using the retail price of each distinct performance obligation and any inherent discounts are allocated based on the gross margin and expected redemption of each performance obligation. The Partnership does not typically provide for refunds or returns.

In some instances, the Partnership arranges with outside parties ("concessionaires") to provide goods to guests, typically food and merchandise, and the Partnership acts as an agent, resulting in net revenue recorded within the income statement. Concessionaire arrangement revenues are recognized over the operating season and are variable. Sponsorship revenues and marina revenues, which are classified as "Accommodations, extra-charge products and other" within the income statement, are recognized over the park operating season which represents the period in which the performance obligations are satisfied. Sponsorship revenues are typically fixed. However, some sponsorship revenues are variable based on achievement of specified operating metrics. The Partnership estimates variable revenues and performs a constraint analysis using both historical information and current trends to determine the amount of revenue that is not probable of a significant reversal.

Many products, including season-long products, are sold to customers in advance, resulting in a contract liability ("deferred revenue"). Deferred revenue is at its highest immediately prior to the peak summer season, and at its lowest in the fall after the peak summer season and at the beginning of the selling season for the next year's products. Season-long products represent the majority of the deferred revenue balance in any given period.

Of the $86.1 million of deferred revenue recorded as of January 1, 2018, 88% was related to season-long products. The remainder was related to deferred online advanced purchase transaction fees charged to customers, advanced ticket sales, marina deposits, advanced resort reservations, and other deferred revenue. Most deferred revenue outstanding as of January 1, 2018 will be recognized by December 31, 2018 with the exception of an immaterial amount of deferred revenue for prepaid products such as

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gift cards and prepaid games cards. During the six months ended June 24, 2018, approximately $35.8 million of the deferred revenue balance as of January 1, 2018 was recognized. The difference in the opening and closing balances of the Partnership's deferred revenue balance in the current period is attributable to additional sales for the current year's operating season offset by revenue recognized during the first six months of 2018.

Payment is due immediately on the transaction date for most products. The Partnership's receivable balance includes outstanding amounts on installment purchase plans which are offered for season-long products (and other select products for specific time periods), and includes sales to retailers, group sales and catering activities which are billed. Installment purchase plans include three month, four month, six month and nine month plans. Payment terms for billings are typically net 30 days. Receivables are highest in the peak summer months and the lowest in the winter months. The Partnership is not exposed to a significant concentration of customer credit risk.

Most deferred revenue from contracts with customers is classified as current within the balance sheet. However, a portion of deferred revenue from contracts with customers is classified as long-term during the third quarter related to season-long products sold in the current season for use in the subsequent season. Season-long products are sold beginning in August of the year preceding the operating season. Season-long products may be recognized 12 to 16 months after purchase depending on the date of sale. The Partnership estimates the number of uses expected outside of the next twelve months for each type of product and classifies the related deferred revenue as long-term.

With the exception of the long-term deferred revenue described above, the Partnership's contracts with customers have an original duration of one year or less. For these short-term contracts, the Partnership uses the practical expedient, a relief provided in the accounting standard to simplify compliance, applicable to such contracts and has not disclosed the transaction price for the remaining performance obligations as of the end of each reporting period or when the Company expects to recognize this revenue. Further, the Partnership has elected to recognize incremental costs of obtaining a contract as an expense when incurred as the amortization period of the asset would be less than one year. Lastly, the Partnership has elected not to adjust consideration for the effects of significant financing components in the form of installment purchase plans as the period between when the entity transfers the promised service to the customer and when the customer pays for that service does not exceed one year.
Reclassifications
Certain prior year prepaid supplies amounts of $1.0 million have been reclassified to inventory in the unaudited condensed consolidated balance sheet for the period ended June 25, 2017 to conform to fiscal 2018 presentation.
New Accounting Pronouncements
In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases ("ASU 2016-02"). The ASU requires the recognition of lease assets and lease liabilities within the balance sheet by lessees for operating leases, as well as requires additional disclosures in the consolidated financial statements regarding the amount, timing, and uncertainty of cash flows arising from leases. The ASU does not significantly change the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee, nor does the ASU change the accounting applied by a lessor. ASU 2016-02 is effective for annual and interim periods beginning after December 15, 2018. The ASU can be adopted using either the modified retrospective approach, which requires application of the new standard at the beginning of the earliest comparative period presented, or the alternative approach, which requires application of the new standard at the beginning of the standard's effective date. The Partnership expects to adopt this standard in the first quarter of 2019 using the alternative approach. While the Partnership is still in the process of evaluating the effect this standard will have on the consolidated financial statements and related disclosures, the Partnership anticipates recognizing a right-of-use asset and corresponding lease liability on the consolidated balance sheet for the Santa Clara land lease, as well as other operating leases, upon adoption.
In February 2018, the FASB issued Accounting Standards Update No. 2018-02, Reclassification of Certain Tax Effects from Accumulated Comprehensive Income ("ASU 2018-02"). The ASU allows a reclassification from accumulated other comprehensive income to retained earnings of stranded tax effects resulting from the Tax Cuts and Jobs Act. ASU 2018-02 is effective for fiscal years after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted, including adoption in any interim period, and the amendments can be applied either in the period of adoption or retrospectively to each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The Partnership elected to adopt ASU 2018-02 in the first quarter of 2018. The amendment was applied in the period of adoption and resulted in a $0.4 million reclassification from accumulated other comprehensive income to limited partners' equity during the first quarter ended March 25, 2018.


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(2) Interim Reporting:
The Partnership owns and operates eleven amusement parks, two separately gated outdoor water parks, one indoor water park and four hotels. The Partnership's seasonal amusement parks are generally open during weekends beginning in April or May, and then daily from Memorial Day until Labor Day, after which they are open during weekends in September and, in most cases, October for Halloween events. The two separately gated outdoor water parks also operate seasonally, generally from Memorial Day to Labor Day, plus some additional weekends before and after this period. As a result, a substantial portion of the Partnership’s revenues from these parks are generated during an approximate 130- to 140-day operating season with the major portion concentrated in the third quarter during the peak vacation months of July and August. Five of the seasonal properties are open approximately 25 to 30 days to include WinterFest, a holiday event operating during November and December showcasing holiday shows and festivities. Knott's Berry Farm continues to be open daily on a year-round basis. Castaway Bay is generally open daily from Memorial Day to Labor Day with an additional limited daily schedule for the balance of the year.

To assure that these highly seasonal operations will not result in misleading comparisons of current and subsequent interim periods, the Partnership has adopted the following accounting and reporting procedures for its seasonal parks: (a) revenues from multi-use products are recognized over the estimated number of uses expected for each type of product; and the estimated number of uses is reviewed and may be updated periodically during the operating season prior to the ticket or product expiration, which generally occurs no later than the close of the operating season; (b) depreciation, certain advertising and certain seasonal operating costs are expensed over each park’s operating season, including some costs incurred prior to the season, which are deferred and amortized over the season; and (c) all other costs are expensed as incurred or ratably over the entire year.

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

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

During the third quarter of 2016, the Partnership ceased operations of one of its separately gated outdoor water parks, Wildwater Kingdom, located near Cleveland in Aurora, Ohio. At the date that Wildwater Kingdom ceased operations, the only remaining long-lived asset was the approximate 670 acres of land owned by the Partnership. This land had an associated carrying value of $17.1 million. The Partnership assessed the remaining asset and concluded there was no impairment during the third quarter of 2016. In the fourth quarter of 2017, the Partnership recorded a $7.6 million impairment charge based on information from ongoing marketing activities. The amount was recorded in "Loss on impairment / retirement of fixed assets, net" in the consolidated statement of operations and comprehensive income. The remaining Wildwater Kingdom acreage, reduced by acreage sold, is classified as assets held-for-sale within "Other Assets" in the unaudited condensed consolidated balance sheet ($9.0 million as of June 24, 2018, $9.0 million as of December 31, 2017 and $17.0 million as of June 25, 2017).

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(4) Goodwill and Other Intangible Assets:
Goodwill and other indefinite-lived intangible assets, including trade-names, are reviewed for impairment annually, or more frequently if indicators of impairment exist. As of June 24, 2018, there were no indicators of impairment. The Partnership's annual testing date is the first day of the fourth quarter. There were no impairments for any period presented.

A summary of changes in the Partnership’s carrying value of goodwill for the six months ended June 24, 2018 and June 25, 2017 is as follows:
(In thousands)
 
Goodwill
(gross)
 
Accumulated
Impairment
Losses
 
Goodwill
(net)
Balance at December 31, 2017
 
$
263,698

 
$
(79,868
)
 
$
183,830

Foreign currency translation
 
(3,644
)
 

 
(3,644
)
Balance at June 24, 2018
 
$
260,054

 
$
(79,868
)
 
$
180,186

 
 
 
 
 
 
 
Balance at December 31, 2016
 
$
259,528

 
$
(79,868
)
 
$
179,660

Foreign currency translation
 
710

 

 
710

Balance at June 25, 2017
 
$
260,238

 
$
(79,868
)
 
$
180,370


As of June 24, 2018, December 31, 2017, and June 25, 2017, the Partnership’s other intangible assets consisted of the following:
(In thousands)
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Value
June 24, 2018
 
 
 
 
 
 
Other intangible assets:
 
 
 
 
 
 
Trade names
 
$
35,720

 
$

 
$
35,720

License / franchise agreements
 
3,357

 
(2,086
)
 
1,271

Total other intangible assets
 
$
39,077

 
$
(2,086
)
 
$
36,991

 
 
 
 
 
 
 
December 31, 2017
 
 
 
 
 
 
Other intangible assets:
 
 
 
 
 
 
Trade names
 
$
36,531

 
$

 
$
36,531

License / franchise agreements
 
3,360

 
(1,827
)
 
1,533

Total other intangible assets
 
$
39,891

 
$
(1,827
)
 
$
38,064

 
 
 
 
 
 
 
June 25, 2017
 
 
 
 
 
 
Other intangible assets:
 
 
 
 
 
 
Trade names
 
$
35,761

 
$

 
$
35,761

License / franchise agreements
 
3,308

 
(1,416
)
 
1,892

Total other intangible assets
 
$
39,069

 
$
(1,416
)
 
$
37,653


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

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(5) Long-Term Debt:
Long-term debt as of June 24, 2018, December 31, 2017, and June 25, 2017 consisted of the following:
(In thousands)
June 24, 2018
 
December 31, 2017
 
June 25, 2017
 
 
 
 
 
 
Revolving credit facility (due 2022)
$
25,000

 
$

 
$

Term debt (1)
 
 
 
 
 
April 2017 U.S. term loan averaging 3.54% (due 2017-2024)
735,000

 
735,000

 
750,000

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

 
500,000

 
500,000

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

 
450,000

 
450,000

 
1,710,000

 
1,685,000

 
1,700,000

Less current portion
(1,875
)
 

 
(7,500
)
 
1,708,125

 
1,685,000

 
1,692,500

Less debt issuance costs and original issue discount
(23,793
)
 
(24,485
)
 
(24,609
)
 
$
1,684,332

 
$
1,660,515

 
$
1,667,891

(1)
The average interest rate is calculated over the life of the instrument and does not reflect the effect of interest rate swap agreements (see Note 6).
In April 2017, the Partnership issued $500 million of 5.375% senior unsecured notes ("April 2017 notes"), maturing in 2027. The net proceeds from the offering of the April 2017 notes, together with borrowings under the 2017 Credit Agreement (defined below), were used to redeem all of the Partnership's 5.25% senior unsecured notes due 2021 ("March 2013 notes"), and pay accrued interest and transaction fees and expenses, to repay in full all amounts outstanding under its existing credit facilities and for general corporate purposes. The redemption of the March 2013 notes and repayments of the amounts outstanding under the existing credit facilities resulted in the write-off of debt issuance costs of $7.7 million and debt premium payments of $15.5 million. Accordingly, the Partnership recorded a loss on early debt extinguishment of $23.1 million during 2017.

Concurrently with the April 2017 notes issuance, the Partnership amended and restated its existing $885 million credit agreement (the "2013 Credit Agreement"), which included a $630 million senior secured term loan facility and a $255 million senior secured revolving credit facility. The $1,025 million amended and restated credit agreement (the "2017 Credit Agreement") includes a $750 million senior secured term loan facility and a $275 million senior secured revolving credit facility. The 2017 Credit Agreement was amended on March 14, 2018 (subsequently referred to as the "Amended 2017 Credit Agreement"). Specifically, the interest rate for the senior secured term loan facility was amended to London InterBank Offered Rate ("LIBOR") plus 175 basis points (bps). The pricing terms for the amendment reflected $0.9 million of Original Issue Discount ("OID") and resulted in the write-off of debt issuance costs of $1.1 million which was recorded as a loss on early debt extinguishment during the first quarter of 2018. The senior secured term loan facility matures April 15, 2024 and amortizes at $7.5 million annually. The facilities provided under the Amended 2017 Credit Agreement are collateralized by substantially all of the assets of the Partnership.

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

The April 2017 notes pay interest semi-annually in April and October, with the principal due in full on April 15, 2027. Prior to April 15, 2020, up to 35% of the notes may be redeemed with the net cash proceeds of certain equity offerings at a price equal to 105.375% of the principal amount thereof, together with accrued and unpaid interest and additional interest, if any. The notes may be redeemed, in whole or in part, at any time prior to April 15, 2022 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium together with accrued and unpaid interest and additional interest, if any, to the redemption date. Thereafter, the notes may be redeemed, in whole or in part, at various prices depending on the date redeemed.

In June 2014, the Partnership issued $450 million of 5.375% senior unsecured notes ("June 2014 notes"). The June 2014 notes pay interest semi-annually in June and December, with the principal due in full on June 1, 2024. The notes may be redeemed, in whole or in part, at any time prior to June 1, 2019 at a price equal to 100% of the principal amount of the notes redeemed together

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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 Amended 2017 Credit Agreement includes a Consolidated Leverage Ratio, which if breached for any reason and not cured could result in an event of default. The ratio is set at a maximum of 5.50x Consolidated Total Debt-to-Consolidated EBITDA. As of June 24, 2018, the Partnership was in compliance with this financial condition covenant and all other financial covenants under the Amended 2017 Credit Agreement.

The Partnership's long-term debt agreements include Restricted Payment provisions. Pursuant to the terms of the indenture governing the Partnership's June 2014 notes, which includes the most restrictive of these Restricted Payments provisions, the Partnership can make Restricted Payments of $60 million annually so long as no default or event of default has occurred and is continuing; and the Partnership can make additional Restricted Payments if the Partnership's pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio is less than or equal to 5.00x.

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

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

During the first quarter of 2016, the Partnership amended its four interest rate swap agreements to extend each of the maturities to December 31, 2020 and convert $500 million of variable-rate debt to a rate of 4.39%. During the second quarter of 2018, the Partnership entered into four additional interest rate swap agreements that convert the same notional amount to a rate of 4.63% for the period December 31, 2020 through December 31, 2023. None of the interest rate swap agreements are designated as hedging instruments. The fair market value of the swap portfolio was recorded in the unaudited condensed consolidated balance sheets within "Other Assets" as of June 24, 2018 and within "Derivative Liability" as of December 31, 2017 and June 25, 2017 as follows:
(In thousands)
 
June 24, 2018
 
December 31, 2017
 
June 25, 2017
Derivatives not designated as hedging instruments:
 
 
 
 
 
 
Interest rate swaps
 
$
542

 
$
(8,722
)
 
$
(18,166
)
Instruments that do not qualify for hedge accounting or were de-designated are prospectively adjusted to fair value each reporting period through "Net effect of swaps" in the unaudited condensed consolidated statements of operations and comprehensive income. The amounts that were previously recorded as a component of AOCI prior to the de-designation are reclassified to earnings, and a corresponding realized gain or loss is 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 for these agreements are being amortized into earnings through the original December 31, 2018 maturity. As of June 24, 2018, approximately $4.7 million of losses remain in AOCI related to the effective cash flow hedge contracts prior to de-designation, all of which will be reclassified to earnings within the next twelve months.
The gains (losses) recognized in income on derivatives not designated as cash flow hedges were recorded in "Net effect of swaps" within the income statement for the periods presented as follows:
 
 
Three months ended
 
Six months ended
(In thousands)
 
June 24, 2018
 
June 25, 2017
 
June 24, 2018
 
June 25, 2017
Change in fair market value
 
$
3,271

 
$
(2,003
)
 
$
9,264

 
$
60

Amortization of amounts in AOCI
 
(2,365
)
 
(2,365
)
 
(4,730
)
 
(4,729
)
Net effect of swaps
 
$
906

 
$
(4,368
)
 
$
4,534

 
$
(4,669
)

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(7) Fair Value Measurements:
The FASB's Accounting Standards Codification (ASC) 820 - Fair Value Measurements and Disclosures emphasizes that fair value is a market-based measurement that should be determined based on assumptions (inputs) that market participants would use in pricing an asset or liability. Inputs may be observable or unobservable, and valuation techniques used to measure fair value should maximize the use of relevant observable inputs and minimize the use of unobservable inputs. Accordingly, FASB ASC 820 establishes a hierarchal disclosure framework that ranks the quality and reliability of information used to determine fair values. The hierarchy is associated with the level of pricing observability utilized in measuring fair value and defines three levels of inputs to the fair value measurement process. Quoted prices are the most reliable valuation inputs, whereas model values that include inputs based on unobservable data are the least reliable. Each fair value measurement must be assigned to a level corresponding to the lowest level input that is significant to the fair value measurement in its entirety.

The three broad levels of inputs defined by the fair value hierarchy are as follows:

Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The table below presents the balances of assets and liabilities measured at fair value as of June 24, 2018, December 31, 2017, and June 25, 2017 on a recurring basis as well as the fair values of other financial instruments:
(In thousands)
Unaudited Condensed 
Consolidated Balance Sheet Location
Fair Value Hierarchy Level
 
June 24, 2018
 
December 31, 2017
 
June 25, 2017
 
Carrying Value
Fair 
Value
 
Carrying Value
Fair 
Value
 
Carrying Value
Fair 
Value
Financial assets (liabilities) measured on a recurring basis:
Short-term investments
Other current assets
Level 1
 
$
932

$
932

 
$
736

$
736

 


Interest rate swaps
Other Assets (Derivative Liability)
Level 2
 
$
542

$
542

 
$
(8,722
)
$
(8,722
)
 
$
(18,166
)
$
(18,166
)
Other financial assets (liabilities):
April 2017 term debt
Long-Term Debt (1)
Level 2
 
$
(733,125
)
$
(736,791
)
 
$
(735,000
)
$
(742,350
)
 
$
(742,500
)
$
(747,141
)
June 2014 notes
Long-Term Debt (1)
Level 1
 
$
(450,000
)
$
(451,125
)
 
$
(450,000
)
$
(469,125
)
 
$
(450,000
)
$
(475,875
)
April 2017 notes
Long-Term Debt (1)
Level 1(2)
 
$
(500,000
)
$
(496,250
)
 
$
(500,000
)
$
(525,000
)
 
$
(500,000
)
$
(529,375
)

(1)
Carrying values of long-term debt balances are before reductions for debt issuance costs and original issue discount of $23.8 million, $24.5 million, and $24.6 million as of June 24, 2018, December 31, 2017, and June 25, 2017, respectively.
(2)
The April 2017 notes were based on Level 1 inputs as of June 24, 2018 and Level 2 inputs as of December 31, 2017 and June 25, 2017.

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.

As of December 31, 2017, the Partnership measured the remaining land at Wildwater Kingdom, one of the Partnership's separately gated outdoor water parks which ceased operations in 2016, at fair value less cost to sell based on Level 3 unobservable market input. In the fourth quarter of 2017, the Partnership recorded a $7.6 million impairment charge based on information from ongoing marketing activities. This amount was recorded in "Loss on impairment / retirement of fixed assets, net" in the consolidated statement of operations and comprehensive income.

The carrying value of cash and cash equivalents, revolving credit loans, accounts receivable, current portion of term debt, accounts payable, and accrued liabilities approximates fair value because of the short maturity of these instruments. There were no assets measured at fair value on a non-recurring basis as of June 24, 2018 or June 25, 2017.

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(8) Earnings per Unit:
Net income (loss) per limited partner unit is calculated based on the following unit amounts:
 
Three months ended
 
Six months ended
 
6/24/2018
 
6/25/2017
 
6/24/2018
 
6/25/2017
 
(In thousands, except per unit amounts)
Basic weighted average units outstanding
56,231

 
56,076

 
56,192

 
56,025

Effect of dilutive units:
 
 
 
 
 
 
 
Deferred units
46

 
40

 

 

Restricted units
277

 
288

 

 

Unit options
173

 
194

 

 

Diluted weighted average units outstanding
56,727

 
56,598

 
56,192

 
56,025

Net income (loss) per unit - basic
$
0.34

 
$
0.56

 
$
(1.14
)
 
$
(0.60
)
Net income (loss) per unit - diluted
$
0.34

 
$
0.55

 
$
(1.14
)
 
$
(0.60
)

(9) Income and Partnership Taxes:
Under the applicable accounting rules, income taxes are recognized for the amount of taxes payable by the Partnership’s corporate subsidiaries for the current year and for the impact of deferred tax assets and liabilities, which represent future tax consequences of events that have been recognized differently in the financial statements than for tax purposes. The income tax provision (benefit) for interim periods is determined by applying an estimated annual effective tax rate to the quarterly income (loss) of the Partnership’s corporate subsidiaries. In addition to income taxes on its corporate subsidiaries, the Partnership is subject to a publicly traded partnership tax (PTP tax) on partnership-level gross income (net revenues less cost of food, merchandise, and games). As such, the Partnership’s total provision (benefit) for taxes includes amounts for both the PTP tax and for income taxes on its subsidiaries.

As of the end of the second quarter of 2018, the Partnership has recorded $0.7 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.

On December 22, 2017, the Tax Cuts and Jobs Act (the "Act"), was signed into law.  The Act includes numerous tax law changes, including a reduction in the federal corporate income tax rate from 35% to 21%.  The change in tax rates necessitated the remeasurement of deferred tax balances that are expected to reverse following enactment using the applicable tax rates.  As a result of the remeasurement of the net deferred tax liability, the Partnership realized a $49.2 million deferred tax benefit during the fourth quarter of 2017.  The amounts recorded to reflect the effects of the Act were and remain provisional and are subject to change in accordance with SAB 118.  The Partnership expects to complete these calculations and record the final effects of the Act before the end of the fourth quarter of 2018.

(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 months ended June 24, 2018 and June 25, 2017:

Changes in Accumulated Other Comprehensive Income by Component
(In thousands)
 
Gains and Losses on Cash Flow Hedges
 
Foreign Currency Translation
 
Total
Balance at March 25, 2018
 
$
(6,348
)
 
$
8,646

 
$
2,298

 
 
 
 
 
 
 
 
Other comprehensive income before reclassifications, net of tax $1,157
 

 
6,662

 
6,662

 
 
 
 
 
 
 
 
Amounts reclassified from accumulated other comprehensive income, net of tax ($249)
 
2,116

 

 
2,116

 
 
 
 
 
 
 
 
Net other comprehensive income
 
2,116

 
6,662

 
8,778

 
 
 
 
 
 
 
 
Balance at June 24, 2018
 
$
(4,232
)
 
$
15,308

 
$
11,076


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

 
$
4,275

 
 
 
 
 
 
 
 
Other comprehensive income before reclassifications
 

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

 

 
1,993

 
 
 
 
 
 
 
 
Net other comprehensive income
 
1,993

 
(1,282
)
 
711

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

 
$
4,986


Reclassifications Out of Accumulated Other Comprehensive Income
Details about Accumulated Other Comprehensive Income Components
 
Amount Reclassified from Accumulated Other Comprehensive Income
 
Affected Line Item in the Statement Where Net Income is Presented
(In thousands)
 
Three months ended
6/24/2018
 
Three months ended
6/25/2017
 
 
Interest rate contracts
 
$
2,365

 
$
2,364

 
Net effect of swaps
Provision for taxes
 
(249
)
 
(371
)
 
Provision (benefit) for taxes
Losses on cash flow hedges
 
$
2,116

 
$
1,993

 
Net of tax

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Table of Contents

The following tables reflect the changes in accumulated other comprehensive income related to limited partners' equity for the six months ended June 24, 2018 and June 25, 2017:

Changes in Accumulated Other Comprehensive Income by Component
(In thousands)
 
Gains and Losses on Cash Flow Hedges
 
Foreign Currency Translation
 
Total
Balance at December 31, 2017
 
$
(7,975
)
 
$
4,042

 
$
(3,933
)
 
 
 
 
 
 
 
 
Other comprehensive income before reclassifications, net of tax $2,302
 

 
11,266

 
11,266

 
 
 
 
 
 
 
 
Amounts reclassified from accumulated other comprehensive income, net of tax ($596)
 
4,134

 

 
4,134

 
 
 
 
 
 
 
 
Net other comprehensive income
 
4,134

 
11,266

 
15,400

 
 
 
 
 
 
 
 
Reclassification of stranded tax effect
 
(391
)
 

 
(391
)
 
 
 
 
 
 
 
 
Balance at June 24, 2018
 
$
(4,232
)
 
$
15,308

 
$
11,076


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

 
$
2,941

 
 
 
 
 
 
 
 
Other comprehensive income before reclassifications
 

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

 

 
3,987

 
 
 
 
 
 
 
 
Net other comprehensive income
 
3,987

 
(1,942
)
 
2,045

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

 
$
4,986


Reclassifications Out of Accumulated Other Comprehensive Income
Details about Accumulated Other Comprehensive Income Components
 
Amount Reclassified from Accumulated Other Comprehensive Income
 
Affected Line Item in the Statement Where Net Income is Presented
(In thousands)
 
Six months ended
6/24/2018
 
Six months ended
6/25/2017
 
 
Interest rate contracts
 
$
4,730

 
$
4,729

 
Net effect of swaps
Provision for taxes
 
(596
)
 
(742
)
 
Provision (benefit) for taxes
Losses on cash flow hedges
 
$
4,134

 
$
3,987

 
Net of tax


16

Table of Contents

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

The following consolidating schedules present condensed financial information for Cedar Fair, L.P., Cedar Canada, and Magnum, the co-issuers, and each 100% owned subsidiary of Cedar Fair (other than Cedar Canada and Magnum), the guarantors (on a combined basis), as of June 24, 2018, December 31, 2017, and June 25, 2017 and for the three- and six-month periods ended June 24, 2018 and June 25, 2017. In lieu of providing separate unaudited financial statements for the guarantor subsidiaries, the accompanying unaudited condensed consolidating financial statements have been included.


17

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CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
June 24, 2018
(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
 
$

 
$

 
$
38,934

 
$
21,874

 
$
(689
)
 
$
60,119

Receivables
 

 
1,198

 
66,120

 
869,175

 
(851,114
)
 
85,379

Inventories
 

 

 
3,821

 
43,179

 

 
47,000

Other current assets
 
398

 
3,293

 
2,429

 
36,476

 
(1,952
)
 
40,644

 
 
398

 
4,491

 
111,304

 
970,704

 
(853,755
)
 
233,142

Property and Equipment, net
 

 
819

 
174,962

 
1,443,217

 

 
1,618,998

Investment in Park
 
476,659

 
1,009,725

 
243,201

 
186,540

 
(1,916,125
)
 

Goodwill
 
674

 

 
59,907

 
119,605

 

 
180,186

Other Intangibles, net
 

 

 
13,362

 
23,629

 

 
36,991

Other Assets
 
74

 
467

 
38

 
9,320

 

 
9,899

 
 
$
477,805

 
$
1,015,502

 
$
602,774

 
$
2,753,015

 
$
(2,769,880
)
 
$
2,079,216

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

 
$
328

 
$

 
$
1,547

 
$

 
$
1,875

Accounts payable
 
542,730

 
313,605

 
5,069

 
39,950

 
(851,803
)
 
49,551

Deferred revenue
 

 

 
20,950

 
190,223

 

 
211,173

Accrued interest
 
137

 
92

 
1,571

 
7,465

 

 
9,265

Accrued taxes
 
1,453

 

 
3,668

 
9,571

 
(1,952
)
 
12,740

Accrued salaries, wages and benefits
 

 
23,837

 
2,391

 

 

 
26,228

Self-insurance reserves
 

 
10,355

 
1,482

 
13,435

 

 
25,272

Other accrued liabilities
 
3,556

 
7,014

 
670

 
13,155

 

 
24,395

 
 
547,876

 
355,231

 
35,801

 
275,346

 
(853,755
)
 
360,499

Deferred Tax Liability
 

 
22

 
11,507

 
81,945

 

 
93,474

Other Liabilities
 

 
839

 

 
10,143

 

 
10,982

Long-Term Debt:
 
 
 
 
 
 
 
 
 
 
 
 
Revolving credit loans
 

 

 

 
25,000

 

 
25,000

Term debt
 

 
127,075

 

 
595,111

 

 
722,186

Notes
 

 

 
445,790

 
491,356

 

 
937,146

 
 

 
127,075

 
445,790

 
1,111,467

 

 
1,684,332

 
 
 
 
 
 
 
 
 
 
 
 
 
Equity
 
(70,071
)
 
532,335

 
109,676

 
1,274,114

 
(1,916,125
)
 
(70,071
)
 
 
$
477,805

 
$
1,015,502

 
$
602,774

 
$
2,753,015

 
$
(2,769,880
)
 
$
2,079,216


18

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 2017
(In thousands)
 
 
Cedar Fair L.P.
(Parent)
 
Co-Issuer Subsidiary (Magnum)
 
Co-Issuer Subsidiary (Cedar Canada)
 
Guarantor Subsidiaries
 
Eliminations
 
Total
ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
Current Assets:
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$

 
$

 
$
85,758

 
$
81,582

 
$
(1,095
)
 
$
166,245

Receivables
 

 
1,184

 
15,574

 
857,205

 
(836,241
)
 
37,722

Inventories
 

 

 
1,891

 
27,828

 

 
29,719

Other current assets
 
164

 
28,297

 
3,454

 
10,983

 
(29,601
)
 
13,297

 
 
164

 
29,481

 
106,677

 
977,598

 
(866,937
)
 
246,983

Property and Equipment, net
 

 
835

 
181,673

 
1,403,264

 

 
1,585,772

Investment in Park
 
588,684

 
1,045,640

 
238,132

 
234,238

 
(2,106,694
)
 

Goodwill
 
674

 

 
63,551

 
119,605

 

 
183,830

Other Intangibles, net
 

 

 
14,177

 
23,887

 

 
38,064

Deferred Tax Asset
 

 
20,956

 

 

 
(20,956
)
 

Other Assets
 

 

 
40

 
9,470

 

 
9,510

 
 
$
589,522

 
$
1,096,912

 
$
604,250

 
$
2,768,062

 
$
(2,994,587
)
 
$
2,064,159

LIABILITIES AND PARTNERS’ EQUITY
 
 
 
 
 
 
 
 
 
 
 
 
Current Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Accounts payable
 
$
497,558

 
$
344,410

 
$
1,379

 
$
18,610

 
$
(837,336
)
 
$
24,621

Deferred revenue
 

 

 
6,237

 
79,894

 

 
86,131

Accrued interest
 
27

 
18

 
2,055

 
6,024

 

 
8,124

Accrued taxes
 
352

 

 

 
73,224

 
(29,601
)
 
43,975

Accrued salaries, wages and benefits
 

 
17,498

 
1,242

 

 

 
18,740

Self-insurance reserves
 

 
10,947

 
1,618

 
12,542

 


 
25,107

Other accrued liabilities
 
3,406

 
5,094

 
157

 
10,139

 

 
18,796

 
 
501,343

 
377,967

 
12,688

 
200,433

 
(866,937
)
 
225,494

Deferred Tax Liability
 

 

 
13,809

 
81,945

 
(20,956
)
 
74,798

Derivative Liability
 
5,233

 
3,489

 

 

 

 
8,722

Other Liabilities
 

 
873

 

 
10,811

 

 
11,684

Long-Term Debt:
 
 
 
 
 
 
 
 
 
 
 
 
Term debt
 

 
127,437

 

 
596,351

 

 
723,788

Notes
 

 

 
445,156

 
491,571

 

 
936,727

 
 

 
127,437

 
445,156

 
1,087,922

 

 
1,660,515

 
 
 
 
 
 
 
 
 
 
 
 
 
Equity
 
82,946

 
587,146

 
132,597

 
1,386,951

 
(2,106,694
)
 
82,946

 
 
$
589,522

 
$
1,096,912

 
$
604,250

 
$
2,768,062

 
$
(2,994,587
)
 
$
2,064,159


19

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
June 25, 2017
(In thousands)
 
 
Cedar Fair L.P.
(Parent)
 
Co-Issuer Subsidiary (Magnum)
 
Co-Issuer Subsidiary (Cedar Canada)
 
Guarantor Subsidiaries
 
Eliminations
 
Total
ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
Current Assets:
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$

 
$

 
$
49,488

 
$
52,298

 
$
(703
)
 
$
101,083

Receivables
 

 
1,285

 
37,080

 
778,142

 
(733,130
)
 
83,377

Inventories
 

 

 
3,688

 
40,597

 

 
44,285

Other current assets
 
376

 
374

 
2,707

 
31,465

 
(1,358
)
 
33,564

 
 
376

 
1,659

 
92,963

 
902,502

 
(735,191
)
 
262,309

Property and Equipment, net
 

 
851

 
176,352

 
1,431,423

 

 
1,608,626

Investment in Park
 
399,003

 
866,792

 
207,621

 
157,018

 
(1,630,434
)
 

Goodwill
 
674

 

 
60,090

 
119,606

 

 
180,370

Other Intangibles, net
 

 

 
13,409

 
24,244

 

 
37,653

Deferred Tax Asset
 

 
22,137

 

 

 
(22,137
)
 

Other Assets
 

 
2,000

 
107

 
18,392

 

 
20,499

 
 
$
400,053

 
$
893,439

 
$
550,542

 
$
2,653,185

 
$
(2,387,762
)
 
$
2,109,457

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

 
$
1,310

 
$

 
$
6,190

 
$

 
$
7,500

Accounts payable
 
445,741

 
292,715

 
4,514

 
36,237

 
(733,833
)
 
45,374

Deferred revenue
 

 

 
20,046

 
173,292

 

 
193,338

Accrued interest
 
346

 
230

 
1,668

 
7,491

 

 
9,735

Accrued taxes
 
724

 
12,079

 

 
18,907

 
(1,358
)
 
30,352

Accrued salaries, wages and benefits
 

 
22,918

 
2,037

 

 

 
24,955

Self-insurance reserves
 

 
11,900

 
1,448

 
13,512

 

 
26,860

Other accrued liabilities
 
2,982

 
3,979

 
808

 
8,937

 

 
16,706

 
 
449,793

 
345,131

 
30,521

 
264,566

 
(735,191
)
 
354,820

Deferred Tax Liability
 

 

 
13,584

 
125,350

 
(22,137
)
 
116,797

Derivative Liability
 
10,900

 
7,266

 

 

 

 
18,166

Other Liabilities
 

 
1,262

 

 
11,161

 

 
12,423

Long-Term Debt:
 
 
 
 
 
 
 
 
 
 
 
 
Term debt
 

 
128,533

 

 
602,725

 

 
731,258

Notes
 

 

 
445,062

 
491,571

 

 
936,633

 
 

 
128,533

 
445,062

 
1,094,296

 

 
1,667,891

 
 
 
 
 
 
 
 
 
 
 
 
 
Equity
 
(60,640
)
 
411,247

 
61,375

 
1,157,812

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

 
$
893,439

 
$
550,542

 
$
2,653,185

 
$
(2,387,762
)
 
$
2,109,457



20

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the Three Months Ended June 24, 2018
(In thousands)
 
 
Cedar Fair L.P.
(Parent)
 
Co-Issuer Subsidiary (Magnum)
 
Co-Issuer Subsidiary (Cedar Canada)
 
Guarantor Subsidiaries
 
Eliminations
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
Net revenues
 
$
23,937

 
$
91,527

 
$
29,648

 
$
360,832

 
$
(125,628
)
 
$
380,316

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

 

 
3,184

 
31,834

 

 
35,018

Operating expenses
 

 
93,036

 
14,254

 
185,755

 
(125,628
)
 
167,417

Selling, general and administrative
 
926

 
15,638

 
3,556

 
33,921

 

 
54,041

Depreciation and amortization
 

 
8

 
5,940

 
46,271

 

 
52,219

Loss on impairment / retirement of fixed assets, net
 

 

 
27

 
3,345

 

 
3,372

 
 
926

 
108,682

 
26,961

 
301,126

 
(125,628
)
 
312,067

Operating income (loss)
 
23,011

 
(17,155
)
 
2,687

 
59,706

 

 
68,249

Interest expense, net
 
5,736

 
4,592

 
6,068

 
4,886

 

 
21,282

Net effect of swaps
 
(324
)
 
(582
)
 

 

 

 
(906
)
Loss on foreign currency
 

 
62

 
14,922

 

 

 
14,984

Other (income) expense
 
64

 
(22,751
)
 
932

 
21,671

 

 
(84
)
(Income) loss from investment in affiliates
 
(4,198
)
 
(2,531
)
 
(8,982
)
 
13,602

 
2,109

 

Income (loss) before taxes
 
21,733

 
4,055

 
(10,253
)
 
19,547

 
(2,109
)
 
32,973

Provision (benefit) for taxes
 
2,490

 
(143
)
 
3,346

 
8,037

 

 
13,730

Net income (loss)
 
$
19,243

 
$
4,198

 
$
(13,599
)
 
$
11,510

 
$
(2,109
)
 
$
19,243

Other comprehensive income, (net of tax):
 
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation adjustment
 
6,662

 

 
6,662

 

 
(6,662
)
 
6,662

Unrealized gain on cash flow hedging derivatives
 
2,116

 
727

 

 

 
(727
)
 
2,116

Other comprehensive income, (net of tax)
 
8,778

 
727

 
6,662

 

 
(7,389
)
 
8,778

Total comprehensive income (loss)
 
$
28,021

 
$
4,925

 
$
(6,937
)
 
$
11,510

 
$
(9,498
)
 
$
28,021


21

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the Three Months Ended June 25, 2017
(In thousands)
 
 
Cedar Fair L.P.
(Parent)
 
Co-Issuer Subsidiary (Magnum)
 
Co-Issuer Subsidiary (Cedar Canada)
 
Guarantor Subsidiaries
 
Eliminations
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
Net revenues
 
$
28,811

 
$
93,601

 
$
27,825

 
$
377,266

 
$
(134,705
)
 
$
392,798

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

 

 
2,834

 
31,415

 

 
34,249

Operating expenses
 

 
88,841

 
12,770

 
193,474

 
(134,705
)
 
160,380

Selling, general and administrative
 
1,033

 
15,111

 
3,307

 
32,409

 

 
51,860

Depreciation and amortization
 

 
9

 
5,011

 
45,792

 

 
50,812

Loss on impairment / retirement of fixed assets, net
 

 

 
10

 
174

 

 
184

 
 
1,033

 
103,961

 
23,932

 
303,264

 
(134,705
)
 
297,485

Operating income (loss)
 
27,778

 
(10,360
)
 
3,893

 
74,002

 

 
95,313

Interest expense, net
 
5,259

 
4,280

 
6,260

 
6,105

 

 
21,904

Net effect of swaps
 
2,590

 
1,778

 

 

 

 
4,368

Loss on early debt extinguishment
 
11,773

 
8,188

 
198

 
2,956

 

 
23,115

Gain on foreign currency
 

 

 
(3,183
)
 

 

 
(3,183
)
Other (income) expense
 
63

 
(14,683
)
 
820

 
13,800

 

 

Income from investment in affiliates
 
(24,802
)
 
(31,496
)
 
(11,890
)
 
(11,367
)
 
79,555

 

Income before taxes
 
32,895

 
21,573

 
11,688

 
62,508

 
(79,555
)
 
49,109

Provision (benefit) for taxes
 
1,527

 
(3,230
)
 
317

 
19,127

 

 
17,741

Net income
 
$
31,368

 
$
24,803

 
$
11,371

 
$
43,381

 
$
(79,555
)
 
$
31,368

Other comprehensive income (loss), (net of tax):
 
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation adjustment
 
(1,282
)
 

 
(1,282
)
 

 
1,282

 
(1,282
)
Unrealized gain on cash flow hedging derivatives
 
1,993

 
606

 

 

 
(606
)
 
1,993

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

 
606

 
(1,282
)
 

 
676

 
711

Total comprehensive income
 
$
32,079

 
$
25,409

 
$
10,089

 
$
43,381

 
$
(78,879
)
 
$
32,079


22

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the Six Months Ended June 24, 2018
(In thousands)
 
 
Cedar Fair L.P.
(Parent)
 
Co-Issuer Subsidiary (Magnum)
 
Co-Issuer Subsidiary (Cedar Canada)
 
Guarantor Subsidiaries
 
Eliminations
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
Net revenues
 
$
13,170

 
$
92,381

 
$
29,919

 
$
410,619

 
$
(111,046
)
 
$
435,043

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

 

 
3,184

 
37,837

 

 
41,021

Operating expenses
 

 
135,707

 
19,970

 
211,614

 
(111,046
)
 
256,245

Selling, general and administrative
 
1,685

 
30,088

 
4,236

 
46,714

 

 
82,723

Depreciation and amortization
 

 
16

 
5,940

 
51,784

 

 
57,740

Loss on impairment / retirement of fixed assets, net
 

 

 
67

 
4,645

 

 
4,712

 
 
1,685

 
165,811

 
33,397

 
352,594

 
(111,046
)
 
442,441

Operating income (loss)
 
11,485

 
(73,430
)
 
(3,478
)
 
58,025

 

 
(7,398
)
Interest expense, net
 
10,640

 
8,959

 
11,651

 
9,568

 

 
40,818

Net effect of swaps
 
(2,531
)
 
(2,003
)
 

 

 

 
(4,534
)
Loss on early debt extinguishment
 

 
187

 

 
886

 

 
1,073

Loss on foreign currency
 

 
21

 
25,057

 

 

 
25,078

Other (income) expense
 
123

 
(32,555
)
 
1,786

 
30,439

 

 
(207
)
(Income) loss from investment in affiliates
 
64,330

 
26,284

 
(5,069
)
 
34,187

 
(119,732
)
 

Loss before taxes
 
(61,077
)
 
(74,323
)
 
(36,903
)
 
(17,055
)
 
119,732

 
(69,626
)
Provision (benefit) for taxes
 
3,080

 
(9,994
)
 
(2,716
)
 
4,161

 

 
(5,469
)
Net loss
 
$
(64,157
)
 
$
(64,329
)
 
$
(34,187
)
 
$
(21,216
)
 
$
119,732

 
$
(64,157
)
Other comprehensive income, (net of tax):
 
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation adjustment
 
11,266

 

 
11,266

 

 
(11,266
)
 
11,266

Unrealized gain on cash flow hedging derivatives
 
4,134

 
1,357

 

 

 
(1,357
)
 
4,134

Other comprehensive income, (net of tax)
 
15,400

 
1,357

 
11,266

 

 
(12,623
)
 
15,400

Total comprehensive loss
 
$
(48,757
)
 
$
(62,972
)
 
$
(22,921
)
 
$
(21,216
)
 
$
107,109

 
$
(48,757
)

23

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the Six Months Ended June 25, 2017
(In thousands)
 
 
Cedar Fair L.P.
(Parent)
 
Co-Issuer Subsidiary (Magnum)
 
Co-Issuer Subsidiary (Cedar Canada)
 
Guarantor Subsidiaries
 
Eliminations
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
Net revenues
 
$
22,673

 
$
93,310

 
$
28,178

 
$
422,562

 
$
(125,607
)
 
$
441,116

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

 

 
2,834

 
36,895

 

 
39,729

Operating expenses
 

 
129,433

 
18,074

 
222,769

 
(125,607
)
 
244,669

Selling, general and administrative
 
1,927

 
29,606

 
4,053

 
43,893

 

 
79,479

Depreciation and amortization
 

 
17

 
5,013

 
51,147

 

 
56,177

Loss on impairment / retirement of fixed assets, net
 

 

 
455

 
1,255

 

 
1,710

 
 
1,927

 
159,056

 
30,429

 
355,959

 
(125,607
)
 
421,764

Operating income (loss)
 
20,746

 
(65,746
)
 
(2,251
)
 
66,603

 

 
19,352

Interest expense, net
 
13,428

 
9,588

 
12,165

 
5,605

 

 
40,786

Net effect of swaps
 
2,740

 
1,929

 

 

 

 
4,669

Loss on early debt extinguishment
 
11,773

 
8,188

 
198

 
2,956

 

 
23,115

Gain on foreign currency
 

 

 
(5,854
)
 

 

 
(5,854
)
Other (income) expense
 
125

 
(29,947
)
 
1,477

 
28,345

 

 

(Income) loss from investment in affiliates
 
23,864

 
(10,892
)
 
(7,546
)
 
(270
)
 
(5,156
)
 

Income (loss) before taxes
 
(31,184
)
 
(44,612
)
 
(2,691
)
 
29,967

 
5,156

 
(43,364
)
Provision (benefit) for taxes
 
2,202

 
(20,749
)
 
(2,959
)
 
11,528

 

 
(9,978
)
Net income (loss)
 
$
(33,386
)
 
$
(23,863
)
 
$
268

 
$
18,439

 
$
5,156

 
$
(33,386
)
Other comprehensive income (loss), (net of tax):
 
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation adjustment
 
(1,942
)
 

 
(1,942
)
 

 
1,942

 
(1,942
)
Unrealized gain on cash flow hedging derivatives
 
3,987

 
1,211

 

 

 
(1,211
)
 
3,987

Other comprehensive income (loss), (net of tax)
 
2,045

 
1,211

 
(1,942
)
 

 
731

 
2,045

Total comprehensive income (loss)
 
$
(31,341
)
 
$
(22,652
)
 
$
(1,674
)
 
$
18,439

 
$
5,887

 
$
(31,341
)



24

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Six Months Ended June 24, 2018
(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
 
$
56,049

 
$
48,573

 
$
2,897

 
$
(21,498
)
 
$
(256
)
 
$
85,765

CASH FLOWS FOR INVESTING ACTIVITIES
 
 
 
 
 
 
 
 
 
 
 
 
Intercompany receivables (payments) receipts
 

 

 
(37,892
)
 
31,123

 
6,769

 

Capital expenditures
 

 

 
(8,495
)
 
(92,142
)
 

 
(100,637
)
Net cash for investing activities
 

 

 
(46,387
)
 
(61,019
)
 
6,769

 
(100,637
)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
 
 
 
 
 
 
 
 
 
 
 
 
Intercompany payables (payments) receipts
 
45,171

 
(38,402
)
 

 

 
(6,769
)
 

Net borrowings on revolving credit loans
 

 

 

 
25,000

 

 
25,000

Distributions paid to partners
 
(101,220
)
 

 

 

 
662

 
(100,558
)
Payment of debt issuance costs and original issue discount
 

 
(321
)
 

 
(2,191
)
 

 
(2,512
)
Exercise of limited partnership unit options
 

 
125

 

 

 

 
125

Tax effect of units involved in treasury unit transactions
 

 
(3,045
)
 

 

 

 
(3,045
)
Payments related to tax withholding for equity compensation
 

 
(6,930
)
 

 

 

 
(6,930
)
Net cash from (for) financing activities
 
(56,049
)
 
(48,573
)
 

 
22,809

 
(6,107
)
 
(87,920
)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
 

 

 
(3,334
)
 

 

 
(3,334
)
CASH AND CASH EQUIVALENTS
 
 
 
 
 
 
 
 
 
 
 
 
Net decrease for the period
 

 

 
(46,824
)
 
(59,708
)
 
406

 
(106,126
)
Balance, beginning of period
 

 

 
85,758

 
81,582

 
(1,095
)
 
166,245

Balance, end of period
 
$

 
$

 
$
38,934

 
$
21,874

 
$
(689
)
 
$
60,119


25

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Six Months Ended June 25, 2017
(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
 
$
45,988

 
$
53,765

 
$
829

 
$
(12,262
)
 
$
(651
)
 
$
87,669

CASH FLOWS FROM (FOR) INVESTING ACTIVITIES
 
 
 
 
 
 
 
 
 
 
 
 
Intercompany receivables (payments) receipts
 

 

 

 
(157,407
)
 
157,407

 

Proceeds from returns on investments
 
338,000

 
15,500

 

 
146,500

 
(500,000
)
 

Capital expenditures
 

 
(25
)
 
(3,891
)
 
(119,778
)
 

 
(123,694
)
Net cash from (for) investing activities
 
338,000

 
15,475

 
(3,891
)
 
(130,685
)
 
(342,593
)
 
(123,694
)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
 
 
 
 
 
 
 
 
 
 
 
 
Intercompany payables (payments) receipts
 
17,329

 
140,078

 

 

 
(157,407
)
 

Payments for returns of capital
 

 

 

 
(500,000
)
 
500,000

 

Term debt borrowings
 

 
131,000

 

 
619,000

 

 
750,000

Note borrowings
 

 

 

 
500,000

 

 
500,000

Term debt payments
 

 
(124,244
)
 
(13,854
)
 
(464,752
)
 

 
(602,850
)
Note payments, including amounts paid for early termination
 
(304,014
)
 
(211,444
)
 

 

 

 
(515,458
)
Distributions paid to partners
 
(97,303
)
 

 

 

 
973

 
(96,330
)
Payment of debt issuance costs
 

 
(1,200
)
 

 
(17,181
)
 

 
(18,381
)
Tax effect of units involved in treasury unit transactions
 

 
(1,377
)
 

 

 

 
(1,377
)
Payments related to tax withholding for equity compensation
 

 
(2,053
)
 

 

 

 
(2,053
)
Net cash from (for) financing activities
 
(383,988
)
 
(69,240
)
 
(13,854
)
 
137,067

 
343,566

 
13,551

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
 

 

 
841

 

 

 
841

CASH AND CASH EQUIVALENTS
 
 
 
 
 
 
 
 
 
 
 
 
Net decrease for the period
 

 

 
(16,075
)
 
(5,880
)
 
322

 
(21,633
)
Balance, beginning of period
 

 

 
65,563

 
58,178

 
(1,025
)
 
122,716

Balance, end of period
 
$

 
$

 
$
49,488

 
$
52,298

 
$
(703
)
 
$
101,083



26

Table of Contents

(13) Consolidating Financial Information of Guarantors and Issuers of April 2017 Notes:
Cedar Fair, L.P., Canada's Wonderland Company ("Cedar Canada"), Magnum Management Corporation ("Magnum"), and Millennium Operations LLC ("Millennium") are the co-issuers of the Partnership's April 2017 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, Magnum and Millennium) 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, Magnum, and Millennium, the co-issuers, and each 100% owned subsidiary of Cedar Fair (other than Cedar Canada, Magnum and Millennium), the guarantors (on a combined basis), as of June 24, 2018, December 31, 2017, and June 25, 2017 and for the three- and six-month periods ended June 24, 2018 and June 25, 2017. In lieu of providing separate unaudited financial statements for the guarantor subsidiaries, the accompanying unaudited condensed consolidating financial statements have been included.


27

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
June 24, 2018
(In thousands)
 
 
Cedar Fair L.P.
(Parent)
 
Co-Issuer Subsidiary (Magnum)
 
Co-Issuer Subsidiary (Cedar Canada)
 
Co-Issuer Subsidiary (Millennium)
 
Guarantor Subsidiaries
 
Eliminations
 
Total
ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$

 
$

 
$
38,934

 
$
19,014

 
$
2,860

 
$
(689
)
 
$
60,119

Receivables
 

 
1,198

 
66,120

 
55,433

 
813,742

 
(851,114
)
 
85,379

Inventories
 

 

 
3,821

 
35,343

 
7,836

 

 
47,000

Other current assets
 
398

 
3,293

 
2,429

 
30,599

 
5,877

 
(1,952
)
 
40,644

 
 
398

 
4,491

 
111,304

 
140,389

 
830,315

 
(853,755
)
 
233,142

Property and Equipment, net
 

 
819

 
174,962

 

 
1,443,217

 

 
1,618,998

Investment in Park
 
476,659

 
1,009,725

 
243,201

 
1,464,956

 
186,539

 
(3,381,080
)
 

Goodwill
 
674

 

 
59,907

 
8,388

 
111,217

 

 
180,186

Other Intangibles, net
 

 

 
13,362

 

 
23,629

 

 
36,991

Other Assets
 
74

 
467

 
38

 
251

 
9,069

 

 
9,899

 
 
$
477,805

 
$
1,015,502

 
$
602,774

 
$
1,613,984

 
$
2,603,986

 
$
(4,234,835
)
 
$
2,079,216

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

 
$
328

 
$

 
$
1,547

 
$

 
$

 
$
1,875

Accounts payable
 
542,730

 
313,605

 
5,069

 
33,393

 
6,557

 
(851,803
)
 
49,551

Deferred revenue
 

 

 
20,950

 
141,272

 
48,951

 

 
211,173

Accrued interest
 
137

 
92

 
1,571

 
7,465

 

 

 
9,265

Accrued taxes
 
1,453

 

 
3,668

 
7,515

 
2,056

 
(1,952
)
 
12,740

Accrued salaries, wages and benefits
 

 
23,837

 
2,391

 

 

 

 
26,228

Self-insurance reserves
 

 
10,355

 
1,482

 
11,348

 
2,087

 

 
25,272

Other accrued liabilities
 
3,556

 
7,014

 
670

 
8,991

 
4,164

 

 
24,395

 
 
547,876

 
355,231

 
35,801

 
211,531

 
63,815

 
(853,755
)
 
360,499

Deferred Tax Liability
 

 
22

 
11,507

 

 
81,945

 

 
93,474

Other Liabilities
 

 
839

 

 
87

 
10,056

 

 
10,982

Long-Term Debt:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revolving credit loans
 

 

 

 
25,000

 

 

 
25,000

Term debt
 

 
127,075

 

 
595,111

 

 

 
722,186

Notes
 

 

 
445,790

 
491,356

 

 

 
937,146

 
 

 
127,075

 
445,790

 
1,111,467

 

 

 
1,684,332

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity
 
(70,071
)
 
532,335

 
109,676

 
290,899

 
2,448,170

 
(3,381,080
)
 
(70,071
)
 
 
$
477,805

 
$
1,015,502

 
$
602,774

 
$
1,613,984

 
$
2,603,986

 
$
(4,234,835
)
 
$
2,079,216



28

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 2017
(In thousands)
 
 
Cedar Fair L.P.
(Parent)
 
Co-Issuer Subsidiary (Magnum)
 
Co-Issuer Subsidiary (Cedar Canada)
 
Co-Issuer Subsidiary (Millennium)
 
Guarantor Subsidiaries
 
Eliminations
 
Total
ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$

 
$

 
$
85,758

 
$
80,430

 
$
1,152

 
$
(1,095
)
 
$
166,245

Receivables
 

 
1,184

 
15,574

 
26,130

 
831,075

 
(836,241
)
 
37,722

Inventories
 

 

 
1,891

 
22,528

 
5,300

 

 
29,719

Other current assets
 
164

 
28,297

 
3,454

 
9,341

 
1,642

 
(29,601
)
 
13,297

 
 
164

 
29,481

 
106,677

 
138,429

 
839,169

 
(866,937
)
 
246,983

Property and Equipment, net
 

 
835

 
181,673

 

 
1,403,264

 

 
1,585,772

Investment in Park
 
588,684

 
1,045,640

 
238,132

 
1,392,761

 
234,237

 
(3,499,454
)
 

Goodwill
 
674

 

 
63,551

 
8,387

 
111,218

 

 
183,830

Other Intangibles, net
 

 

 
14,177

 

 
23,887

 

 
38,064

Deferred Tax Asset
 

 
20,956

 

 

 

 
(20,956
)
 

Other Assets
 

 

 
40

 
402

 
9,068

 

 
9,510

 
 
$
589,522

 
$
1,096,912

 
$
604,250

 
$
1,539,979

 
$
2,620,843

 
$
(4,387,347
)
 
$
2,064,159

LIABILITIES AND PARTNERS’ EQUITY
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accounts payable
 
$
497,558

 
$
344,410

 
$
1,379

 
$
13,572

 
$
5,038

 
$
(837,336
)
 
$
24,621

Deferred revenue
 

 

 
6,237

 
59,307

 
20,587

 

 
86,131

Accrued interest
 
27

 
18

 
2,055

 
6,024

 

 

 
8,124

Accrued taxes
 
352

 

 

 
6,176

 
67,048

 
(29,601
)
 
43,975

Accrued salaries, wages and benefits
 

 
17,498

 
1,242

 

 

 

 
18,740

Self-insurance reserves
 

 
10,947

 
1,618

 
10,156

 
2,386

 

 
25,107

Other accrued liabilities
 
3,406

 
5,094

 
157

 
5,649

 
4,490

 

 
18,796

 
 
501,343

 
377,967

 
12,688

 
100,884

 
99,549

 
(866,937
)
 
225,494

Deferred Tax Liability
 

 

 
13,809

 

 
81,945

 
(20,956
)
 
74,798

Derivative Liability
 
5,233

 
3,489

 

 

 

 

 
8,722

Other Liabilities
 

 
873

 

 
120

 
10,691

 

 
11,684

Long-Term Debt:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Term debt
 

 
127,437

 

 
596,351

 

 

 
723,788

Notes
 

 

 
445,156

 
491,571

 

 

 
936,727

 
 

 
127,437

 
445,156

 
1,087,922

 

 

 
1,660,515

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity
 
82,946

 
587,146

 
132,597

 
351,053

 
2,428,658

 
(3,499,454
)
 
82,946

 
 
$
589,522

 
$
1,096,912

 
$
604,250

 
$
1,539,979

 
$
2,620,843

 
$
(4,387,347
)
 
$
2,064,159



29

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
June 25, 2017
(In thousands)
 
 
Cedar Fair L.P.
(Parent)
 
Co-Issuer Subsidiary (Magnum)
 
Co-Issuer Subsidiary (Cedar Canada)
 
Co-Issuer Subsidiary (Millennium)
 
Guarantor Subsidiaries
 
Eliminations
 
Total
ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$

 
$

 
$
49,488

 
$
47,881

 
$
4,417

 
$
(703
)
 
$
101,083

Receivables
 

 
1,285

 
37,080

 
54,523

 
723,619

 
(733,130
)
 
83,377

Inventories
 

 

 
3,688

 
33,329

 
7,268

 

 
44,285

Other current assets
 
376

 
374

 
2,707

 
25,529

 
5,936

 
(1,358
)
 
33,564

 
 
376

 
1,659

 
92,963

 
161,262

 
741,240

 
(735,191
)
 
262,309

Property and Equipment, net
 

 
851

 
176,352

 

 
1,431,423

 

 
1,608,626

Investment in Park
 
399,003

 
866,792

 
207,621

 
1,347,002

 
157,018

 
(2,977,436
)
 

Goodwill
 
674

 

 
60,090

 
8,388

 
111,218

 

 
180,370

Other Intangibles, net
 

 

 
13,409

 

 
24,244

 

 
37,653

Deferred Tax Asset
 

 
22,137

 

 

 

 
(22,137
)
 

Other Assets
 

 
2,000

 
107

 
984

 
17,408

 

 
20,499

 
 
$
400,053

 
$
893,439

 
$
550,542

 
$
1,517,636

 
$
2,482,551

 
$
(3,734,764
)
 
$
2,109,457

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

 
$
1,310

 
$

 
$
6,190

 
$

 
$

 
$
7,500

Accounts payable
 
445,741

 
292,715

 
4,514

 
29,366

 
6,871

 
(733,833
)
 
45,374

Deferred revenue
 

 

 
20,046

 
124,530

 
48,762

 

 
193,338

Accrued interest
 
346

 
230

 
1,668

 
7,491

 

 

 
9,735

Accrued taxes
 
724

 
12,079

 

 
7,618

 
11,289

 
(1,358
)
 
30,352

Accrued salaries, wages and benefits
 

 
22,918

 
2,037

 

 

 

 
24,955

Self-insurance reserves
 

 
11,900

 
1,448

 
11,285

 
2,227

 

 
26,860

Other accrued liabilities
 
2,982

 
3,979

 
808

 
6,257

 
2,680

 

 
16,706

 
 
449,793

 
345,131

 
30,521

 
192,737

 
71,829

 
(735,191
)
 
354,820

Deferred Tax Liability
 

 

 
13,584

 

 
125,350

 
(22,137
)
 
116,797

Derivative Liability
 
10,900

 
7,266

 

 

 

 

 
18,166

Other Liabilities
 

 
1,262

 

 
216

 
10,945

 

 
12,423

Long-Term Debt:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Term debt
 

 
128,533

 

 
602,725

 

 

 
731,258

Notes
 

 

 
445,062

 
491,571

 

 

 
936,633

 
 

 
128,533

 
445,062

 
1,094,296

 

 

 
1,667,891

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity
 
(60,640
)
 
411,247

 
61,375

 
230,387

 
2,274,427

 
(2,977,436
)
 
(60,640
)
 
 
$
400,053

 
$
893,439

 
$
550,542

 
$
1,517,636

 
$
2,482,551

 
$
(3,734,764
)
 
$
2,109,457



30

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the Three Months Ended June 24, 2018
(In thousands)
 
 
Cedar Fair L.P.
(Parent)
 
Co-Issuer Subsidiary (Magnum)
 
Co-Issuer Subsidiary (Cedar Canada)
 
Co-Issuer Subsidiary (Millennium)
 
Guarantor Subsidiaries
 
Eliminations
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net revenues
 
$
23,937

 
$
91,527

 
$
29,648

 
$
279,133

 
$
118,781

 
$
(162,710
)
 
$
380,316

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

 

 
3,184

 
25,595

 
6,239

 

 
35,018

Operating expenses
 

 
93,036

 
14,254

 
211,865

 
10,972

 
(162,710
)
 
167,417

Selling, general and administrative
 
926

 
15,638

 
3,556

 
27,351

 
6,570

 

 
54,041

Depreciation and amortization
 

 
8

 
5,940

 

 
46,271

 

 
52,219

Loss on impairment / retirement of fixed assets, net
 

 

 
27

 
795

 
2,550

 

 
3,372

 
 
926

 
108,682

 
26,961

 
265,606

 
72,602

 
(162,710
)
 
312,067

Operating income (loss)
 
23,011

 
(17,155
)
 
2,687

 
13,527

 
46,179

 

 
68,249

Interest (income) expense, net
 
5,736

 
4,592

 
6,068

 
13,046

 
(8,160
)
 

 
21,282

Net effect of swaps
 
(324
)
 
(582
)
 

 

 

 

 
(906
)
Loss on foreign currency
 

 
62

 
14,922

 

 

 

 
14,984

Other (income) expense
 
64

 
(22,751
)
 
932

 

 
21,671

 

 
(84
)
(Income) loss from investment in affiliates
 
(4,198
)
 
(2,531
)
 
(8,982
)
 

 
13,602

 
2,109

 

Income (loss) before taxes
 
21,733

 
4,055

 
(10,253
)
 
481

 
19,066

 
(2,109
)
 
32,973

Provision (benefit) for taxes
 
2,490

 
(143
)
 
3,346

 
481

 
7,556

 

 
13,730

Net income (loss)
 
$
19,243

 
$
4,198

 
$
(13,599
)
 
$

 
$
11,510

 
$
(2,109
)
 
$
19,243

Other comprehensive income, (net of tax):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cumulative foreign currency translation adjustment
 
6,662

 

 
6,662

 

 

 
(6,662
)
 
6,662

Unrealized gain on cash flow hedging derivatives
 
2,116

 
727

 

 

 

 
(727
)
 
2,116

Other comprehensive income, (net of tax)
 
8,778

 
727

 
6,662

 

 

 
(7,389
)
 
8,778

Total comprehensive income (loss)
 
$
28,021

 
$
4,925

 
$
(6,937
)
 
$

 
$
11,510

 
$
(9,498
)
 
$
28,021


31

Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the Three Months Ended June 25, 2017
(In thousands)
 
 
Cedar Fair L.P.
(Parent)
 
Co-Issuer Subsidiary (Magnum)
 
Co-Issuer Subsidiary (Cedar Canada)
 
Co-Issuer Subsidiary (Millennium)
 
Guarantor Subsidiaries
 
Eliminations
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net revenues
 
$
28,811

 
$
93,601

 
$
27,825

 
$
284,229

 
$
129,395

 
$
(171,063
)
 
$
392,798

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

 

 
2,834

 
24,923

 
6,492

 

 
34,249

Operating expenses
 

 
88,841

 
12,770

 
218,048

 
11,784

 
(171,063
)
 
160,380

Selling, general and administrative
 
1,033

 
15,111

 
3,307

 
26,184

 
6,225

 

 
51,860

Depreciation and amortization
 

 
9

 
5,011

 

 
45,792

 

 
50,812

(Gain) loss on impairment / retirement of fixed assets, net
 

 

 
10

 
277

 
(103
)
 

 
184

 
 
1,033

 
103,961

 
23,932

 
269,432

 
70,190

 
(171,063
)
 
297,485

Operating income (loss)
 
27,778

 
(10,360
)
 
3,893

 
14,797

 
59,205

 

 
95,313

Interest (income) expense, net
 
5,259

 
4,280

 
6,260

 
11,158

 
(5,053
)
 

 
21,904

Net effect of swaps
 
2,590

 
1,778

 

 

 

 

 
4,368

Loss on early debt extinguishment
 
11,773

 
8,188

 
198

 
2,956

 

 

 
23,115

Gain on foreign currency
 

 

 
(3,183
)
 

 

 

 
(3,183
)
Other (income) expense
 
63

 
(14,683
)
 
820

 

 
13,800

 

 

Income from investment in affiliates
 
(24,802
)
 
(31,496
)
 
(11,890
)
 

 
(11,367
)
 
79,555

 

Income before taxes
 
32,895

 
21,573

 
11,688

 
683

 
61,825

 
(79,555
)
 
49,109

Provision (benefit) for taxes
 
1,527

 
(3,230
)
 
317

 
683

 
18,444

 

 
17,741

Net income
 
$
31,368

 
$
24,803

 
$
11,371

 
$

 
$
43,381

 
$
(79,555
)
 
$
31,368

Other comprehensive income (loss), (net of tax):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cumulative foreign currency translation adjustment
 
(1,282
)
 

 
(1,282
)
 

 

 
1,282

 
(1,282
)
Unrealized gain on cash flow hedging derivatives
 
1,993

 
606

 

 

 

 
(606
)
 
1,993

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

 
606

 
(1,282
)
 

 

 
676

 
711

Total comprehensive income
 
$
32,079

 
$
25,409

 
$
10,089

 
$

 
$
43,381

 
$
(78,879
)
 
$
32,079


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CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the Six Months Ended June 24, 2018
(In thousands)
 
 
Cedar Fair L.P.
(Parent)
 
Co-Issuer Subsidiary (Magnum)
 
Co-Issuer Subsidiary (Cedar Canada)
 
Co-Issuer Subsidiary (Millennium)
 
Guarantor Subsidiaries
 
Eliminations
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net revenues
 
$
13,170

 
$
92,381

 
$
29,919

 
$
332,864

 
$
120,487

 
$
(153,778
)
 
$
435,043

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

 

 
3,184

 
31,494

 
6,343

 

 
41,021

Operating expenses
 

 
135,707

 
19,970

 
234,485

 
19,861

 
(153,778
)
 
256,245

Selling, general and administrative
 
1,685

 
30,088

 
4,236

 
38,994

 
7,720

 

 
82,723

Depreciation and amortization
 

 
16

 
5,940

 

 
51,784

 

 
57,740

Loss on impairment / retirement of fixed assets, net
 

 

 
67

 
1,446

 
3,199

 

 
4,712

 
 
1,685

 
165,811

 
33,397

 
306,419

 
88,907

 
(153,778
)
 
442,441

Operating income (loss)
 
11,485

 
(73,430
)
 
(3,478
)
 
26,445

 
31,580

 

 
(7,398
)
Interest (income) expense, net
 
10,640

 
8,959

 
11,651

 
24,599

 
(15,031
)
 

 
40,818

Net effect of swaps
 
(2,531
)
 
(2,003
)
 

 

 

 

 
(4,534
)
Loss on early debt extinguishment
 

 
187

 

 
886

 

 

 
1,073

Loss on foreign currency
 

 
21

 
25,057

 

 

 

 
25,078

Other (income) expense
 
123

 
(32,555
)
 
1,786

 

 
30,439

 

 
(207
)
(Income) loss from investment in affiliates
 
64,330

 
26,284

 
(5,069
)
 

 
34,187

 
(119,732
)
 

Income (loss) before taxes
 
(61,077
)
 
(74,323
)
 
(36,903
)
 
960

 
(18,015
)
 
119,732

 
(69,626
)
Provision (benefit) for taxes
 
3,080

 
(9,994
)
 
(2,716
)
 
960

 
3,201

 

 
(5,469
)
Net loss
 
$
(64,157
)
 
$
(64,329
)
 
$
(34,187
)
 
$

 
$
(21,216
)
 
$
119,732

 
$
(64,157
)
Other comprehensive income, (net of tax):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cumulative foreign currency translation adjustment
 
11,266

 

 
11,266

 

 

 
(11,266
)
 
11,266

Unrealized gain on cash flow hedging derivatives
 
4,134

 
1,357

 

 

 

 
(1,357
)
 
4,134

Other comprehensive income, (net of tax)
 
15,400

 
1,357

 
11,266

 

 

 
(12,623
)
 
15,400

Total comprehensive loss
 
$
(48,757
)
 
$
(62,972
)
 
$
(22,921
)
 
$

 
$
(21,216
)
 
$
107,109

 
$
(48,757
)

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Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME
For the Six Months Ended June 25, 2017
(In thousands)
 
 
Cedar Fair L.P.
(Parent)
 
Co-Issuer Subsidiary (Magnum)
 
Co-Issuer Subsidiary (Cedar Canada)
 
Co-Issuer Subsidiary (Millennium)
 
Guarantor Subsidiaries
 
Eliminations
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net revenues
 
$
22,673

 
$
93,310

 
$
28,178

 
$
331,207

 
$
133,177

 
$
(167,429
)
 
$
441,116

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

 

 
2,834

 
30,236

 
6,659

 

 
39,729

Operating expenses
 

 
129,433

 
18,074

 
244,366

 
20,225

 
(167,429
)
 
244,669

Selling, general and administrative
 
1,927

 
29,606

 
4,053

 
37,077

 
6,816

 

 
79,479

Depreciation and amortization
 

 
17

 
5,013

 

 
51,147

 

 
56,177

Loss on impairment / retirement of fixed assets, net
 

 

 
455

 
773

 
482

 

 
1,710

 
 
1,927

 
159,056

 
30,429

 
312,452

 
85,329

 
(167,429
)
 
421,764

Operating income (loss)
 
20,746

 
(65,746
)
 
(2,251
)
 
18,755

 
47,848

 

 
19,352

Interest (income) expense, net
 
13,428

 
9,588

 
12,165

 
14,580

 
(8,975
)
 

 
40,786

Net effect of swaps
 
2,740

 
1,929

 

 

 

 

 
4,669

Loss on early debt extinguishment
 
11,773

 
8,188

 
198

 
2,956

 

 

 
23,115

Gain on foreign currency
 

 

 
(5,854
)
 

 

 

 
(5,854
)
Other (income) expense
 
125

 
(29,947
)
 
1,477

 

 
28,345

 

 

(Income) loss from investment in affiliates
 
23,864

 
(10,892
)
 
(7,546
)
 

 
(270
)
 
(5,156
)
 

Income (loss) before taxes
 
(31,184
)
 
(44,612
)
 
(2,691
)
 
1,219

 
28,748

 
5,156

 
(43,364
)
Provision (benefit) for taxes
 
2,202

 
(20,749
)
 
(2,959
)
 
1,219

 
10,309

 

 
(9,978
)
Net income (loss)
 
$
(33,386
)
 
$
(23,863
)
 
$
268

 
$

 
$
18,439

 
$
5,156

 
$
(33,386
)
Other comprehensive income (loss), (net of tax):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cumulative foreign currency translation adjustment
 
(1,942
)
 

 
(1,942
)
 

 

 
1,942

 
(1,942
)
Unrealized gain on cash flow hedging derivatives
 
3,987

 
1,211

 

 

 

 
(1,211
)
 
3,987

Other comprehensive income (loss), (net of tax)
 
2,045

 
1,211

 
(1,942
)
 

 

 
731

 
2,045

Total comprehensive income (loss)
 
$
(31,341
)
 
$
(22,652
)
 
$
(1,674
)
 
$

 
$
18,439

 
$
5,887

 
$
(31,341
)



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Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Six Months Ended June 24, 2018
(In thousands)
 
 
Cedar Fair L.P. (Parent)
 
Co-Issuer Subsidiary (Magnum)
 
Co-Issuer Subsidiary (Cedar Canada)
 
Co-Issuer Subsidiary (Millennium)
 
Guarantor Subsidiaries
 
Eliminations
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET CASH FROM (FOR) OPERATING ACTIVITIES
 
$
56,049

 
$
48,573

 
$
2,897

 
$
(13,826
)
 
$
(7,672
)
 
$
(256
)
 
$
85,765

CASH FLOWS FROM (FOR) INVESTING ACTIVITIES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Intercompany receivables (payments) receipts
 

 

 
(37,892
)
 

 
31,123

 
6,769

 

Capital expenditures
 

 

 
(8,495
)
 
(70,399
)
 
(21,743
)
 

 
(100,637
)
Net cash from (for) investing activities
 

 

 
(46,387
)
 
(70,399
)
 
9,380

 
6,769

 
(100,637
)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Intercompany payables (payments) receipts
 
45,171

 
(38,402
)
 

 

 

 
(6,769
)
 

Net borrowings on revolving credit loans
 

 

 

 
25,000

 

 

 
25,000

Distributions paid to partners
 
(101,220
)
 

 

 

 

 
662

 
(100,558
)
Payment of debt issuance costs and original issue discount
 

 
(321
)
 

 
(2,191
)
 

 

 
(2,512
)
Exercise of limited partnership unit options
 

 
125

 

 

 

 

 
125

Tax effect of units involved in treasury unit transactions
 

 
(3,045
)
 

 

 

 

 
(3,045
)
Payments related to tax withholding for equity compensation
 

 
(6,930
)
 

 

 

 

 
(6,930
)
Net cash from (for) financing activities
 
(56,049
)
 
(48,573
)
 

 
22,809

 

 
(6,107
)
 
(87,920
)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
 

 

 
(3,334
)
 

 

 

 
(3,334
)
CASH AND CASH EQUIVALENTS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net increase (decrease) for the year
 

 

 
(46,824
)
 
(61,416
)
 
1,708

 
406

 
(106,126
)
Balance, beginning of year
 

 

 
85,758

 
80,430

 
1,152

 
(1,095
)
 
166,245

Balance, end of year
 
$

 
$

 
$
38,934

 
$
19,014

 
$
2,860

 
$
(689
)
 
$
60,119


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Table of Contents

CEDAR FAIR, L.P.
UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Six Months Ended June 25, 2017
(In thousands)
 
 
Cedar Fair L.P. (Parent)
 
Co-Issuer Subsidiary (Magnum)
 
Co-Issuer Subsidiary (Cedar Canada)
 
Co-Issuer Subsidiary (Millennium)
 
Guarantor Subsidiaries
 
Eliminations
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET CASH FROM (FOR) OPERATING ACTIVITIES
 
$
45,988

 
$
53,765

 
$
829

 
$
(43,458
)
 
$
31,196

 
$
(651
)
 
$
87,669

CASH FLOWS FROM (FOR) INVESTING ACTIVITIES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Intercompany receivables (payments) receipts
 

 

 

 

 
(157,407
)
 
157,407

 

Proceeds from returns on investments
 
338,000

 
15,500

 

 

 
146,500

 
(500,000
)
 

Capital expenditures
 

 
(25
)
 
(3,891
)
 
(103,553
)
 
(16,225
)
 

 
(123,694
)
Net cash from (for) investing activities
 
338,000

 
15,475

 
(3,891
)
 
(103,553
)
 
(27,132
)
 
(342,593
)
 
(123,694
)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Intercompany payables (payments) receipts
 
17,329

 
140,078

 

 

 

 
(157,407
)
 

Payments for returns of capital
 

 

 

 
(500,000
)
 

 
500,000

 

Term debt borrowings
 

 
131,000

 

 
619,000

 

 

 
750,000

Note borrowings
 

 

 

 
500,000

 

 

 
500,000

Term debt payments
 

 
(124,244
)
 
(13,854
)
 
(464,752
)
 

 

 
(602,850
)
Note payments, including amounts paid for early termination
 
(304,014
)
 
(211,444
)
 

 

 

 

 
(515,458
)
Distributions paid to partners
 
(97,303
)
 

 

 

 

 
973

 
(96,330
)
Payment of debt issuance costs
 

 
(1,200
)
 

 
(17,181
)
 

 

 
(18,381
)
Exercise of limited partnership unit options
 

 

 

 

 

 

 

Tax effect of units involved in treasury unit transactions
 

 
(1,377
)
 

 

 

 

 
(1,377
)
Payments related to tax withholding for equity compensation
 

 
(2,053
)
 

 

 

 

 
(2,053
)
Net cash from (for) financing activities
 
(383,988
)
 
(69,240
)
 
(13,854
)
 
137,067

 

 
343,566

 
13,551

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
 

 

 
841

 

 

 

 
841

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

 

 
(16,075
)
 
(9,944
)
 
4,064

 
322

 
(21,633
)
Balance, beginning of year
 

 

 
65,563

 
57,825

 
353

 
(1,025
)
 
122,716

Balance, end of year
 
$

 
$

 
$
49,488

 
$
47,881

 
$
4,417

 
$
(703
)
 
$
101,083



36

Table of Contents

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

Business Overview:
We generate our revenues from sales of (1) admission to our amusement parks and water parks, (2) food, merchandise and games both inside and outside our parks, and (3) accommodations, extra-charge products, and other revenue sources. Our principal costs and expenses, which include salaries and wages, operating supplies, maintenance, advertising, 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 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 of Operations, Regional Vice Presidents 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
Revenue Recognition
Income Taxes
We adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers ("ASU 2014-09") effective January 1, 2018 using the modified retrospective method. The adoption of the standard did not have a material effect on the consolidated financial statements. Our accounting policy as a result of adopting ASU 2014-09 is discussed below. There were no other changes in the above critical accounting policies from those previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2017 during the second quarter of 2018.
Revenue Recognition and related receivables and contract liabilities
As disclosed within the consolidated statements of operations and comprehensive income, revenues are generated from sales of (1) admission to our amusement parks and water parks, (2) food, merchandise and games both inside and outside the parks, and (3) accommodations, extra-charge products, and other revenue sources. Admission revenues include amounts paid to gain admission into our parks, including parking fees. Revenues related to extra-charge products, including premium benefit offerings such as front-of-line products, and online advanced purchase transaction fees charged to customers are included in "Accommodations, extra-charge products and other". Due to our highly seasonal operations, a substantial portion of our revenues are generated during an approximate 130- to 140-day operating season. Most revenues are recognized on a daily basis based on actual guest spend at the properties. Revenues from multi-use products, including season-long products for admission, dining, beverage and other products, are recognized over the estimated number of uses expected for each type of product. The estimated number of uses is reviewed and may be updated periodically during the operating season prior to the ticket or product expiration, which generally occurs no later than the close of the operating season. The number of uses is estimated based on historical usage adjusted for current period trends. For any bundled products that include multiple performance obligations, revenue is allocated using the retail price of each distinct performance obligation and any inherent discounts are allocated based on the gross margin and expected redemption of each performance obligation. We do not typically provide for refunds or returns.

In some instances, we arrange with outside parties ("concessionaires") to provide goods to our guests, typically food and merchandise, and we act as an agent, resulting in net revenue recorded within the income statement. Concessionaire arrangement revenues are recognized over the operating season and are variable. Sponsorship revenues and marina revenues, which are classified as "Accommodations, extra-charge products and other" within the income statement, are recognized over the park operating season which represents the period in which the performance obligations are satisfied. Sponsorship revenues are typically fixed. However,

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Table of Contents

some sponsorship revenues are variable based on achievement of specified operating metrics. We estimate variable revenues and perform a constraint analysis using both historical information and current trends to determine the amount of revenue that is not probable of a significant reversal. For additional information on our revenue recognition and related receivables and contract liabilities, see Note 1.
Income Taxes
The Tax Cuts and Jobs Act (the "Act") was signed into law on December 22, 2017. The Act makes significant changes to U.S. tax law and, among other things, reduces federal corporate tax rates from 35% to 21%. The accounting treatment of these tax law changes is complex, and the SEC staff issued Staff Accounting Bulletin No. 118 ("SAB 118") to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed in reasonable detail to complete the accounting for certain tax effects of the Act. We recognized the provisional tax impacts related to the reduction in tax rates including the revaluation of deferred tax assets and liabilities in our consolidated financial statements for the year ended December 31, 2017. The ultimate impact may differ from these provisional amounts, possibly materially, due to, among other things, additional analysis, changes in interpretations and assumptions we have made, additional regulatory or accounting guidance that may be issued, and actions the Partnership may take as a result of the Act. We expect to complete our analysis of the effects of the Act within the measurement period in accordance with SAB 118.

Adjusted EBITDA:
We believe that Adjusted EBITDA (earnings before interest, taxes, depreciation, amortization, other non-cash items, and adjustments as defined in the Amended 2017 Credit Agreement and prior credit agreements) is a meaningful measure as it is widely used by analysts, investors and comparable companies in our industry to evaluate our operating performance on a consistent basis, as well as more easily compare our results with those of other companies in our industry. Further, management believes Adjusted EBITDA is a meaningful measure of park-level operating profitability and 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.

The table below sets forth a reconciliation of Adjusted EBITDA to net income (loss) for the three- and six-month periods ended June 24, 2018 and June 25, 2017.
 
Three months ended
 
Six months ended
(In thousands)
6/24/2018
 
6/25/2017
 
6/24/2018
 
6/25/2017
Net income (loss)
$
19,243

 
$
31,368

 
$
(64,157
)
 
$
(33,386
)
Interest expense
21,337

 
21,920

 
41,099

 
40,834

Interest income
(55
)
 
(16
)
 
(281
)
 
(48
)
Provision (benefit) for taxes
13,730

 
17,741

 
(5,469
)
 
(9,978
)
Depreciation and amortization
52,219

 
50,812

 
57,740

 
56,177

EBITDA
106,474

 
121,825

 
28,932

 
53,599

Loss on early debt extinguishment

 
23,115

 
1,073

 
23,115

Net effect of swaps
(906
)
 
4,368

 
(4,534
)
 
4,669

Non-cash foreign currency (gain) loss
14,992

 
(3,150
)
 
25,090

 
(5,829
)
Non-cash equity compensation expense
3,180

 
3,185

 
6,148

 
6,602

Loss on impairment / retirement of fixed assets, net
3,372

 
184

 
4,712

 
1,710

Other (1)
(76
)
 
156

 
93

 
348

Adjusted EBITDA
$
127,036

 
$
149,683

 
$
61,514

 
$
84,214


(1)
Consists of certain costs as defined in the Partnership's Amended 2017 Credit Agreement and prior credit agreements. These items are excluded in the calculation of Adjusted EBITDA and have included certain legal expenses, costs associated with certain ride abandonment or relocation expenses, and severance expenses. This balance also includes unrealized gains and losses on short-term investments.

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Table of Contents

Results of Operations:
We believe the following are significant measures in the structure of our management and operational reporting, and they are used as major factors in key operational decisions:
Attendance is defined as the number of guest visits to our amusement parks and separately gated outdoor water parks.
In-park per capita spending is calculated as revenues generated within our amusement parks and separately gated outdoor water parks along with related tolls and parking revenues, divided by total attendance.
Out-of-park revenues are defined as revenues from resort, marina, sponsorship, online advanced purchase transaction fees charged to customers and all other out-of-park operations.
Both in-park per capita spending and out-of-park revenues exclude amounts remitted for concessionaire arrangements.
Six months ended June 24, 2018

The fiscal six-month period ended June 24, 2018 included a total of 754 operating days compared with 762 operating days for the fiscal six-month period ended June 25, 2017. The following table presents key financial information for the six months ended June 24, 2018 and June 25, 2017:
 
 
Six months ended
 
Six months ended
 
Increase (Decrease)
 
 
6/24/2018
 
6/25/2017
 
$
 
%
 
 
(Amounts in thousands, except for per capita spending)
Net revenues
 
$
435,043

 
$
441,116

 
$
(6,073
)
 
(1.4
)%
Operating costs and expenses
 
379,989

 
363,877

 
16,112

 
4.4
 %
Depreciation and amortization
 
57,740

 
56,177

 
1,563

 
2.8
 %
Loss on impairment / retirement of fixed assets, net
 
4,712

 
1,710

 
3,002

 
N/M

Operating income (loss)
 
$
(7,398
)
 
$
19,352

 
$
(26,750
)
 
N/M

N/M - Not meaningful
 
 
 
 
 
 
 
 
Other Data:
 
 
 
 
 
 
 
 
Adjusted EBITDA (1)
 
$
61,514

 
$
84,214

 
$
(22,700
)
 
(27.0
)%
Attendance
 
8,655

 
8,866

 
(211
)
 
(2.4
)%
In-park per capita spending
 
$
45.42

 
$
45.15

 
$
0.27

 
0.6
 %
Out-of-park revenues
 
$
56,177

 
$
55,062

 
$
1,115

 
2.0
 %

(1)
For additional information regarding Adjusted EBITDA, including how we define and use Adjusted EBITDA, as well as a reconciliation to net income (loss), see page 38.
For the six months ended June 24, 2018, net revenues decreased by $6.1 million, to $435.0 million, from $441.1 million for the first six months of 2017. This reflects a decrease in attendance offset by a slight increase in in-park per capita spending. Out-of-park revenues increased $1.1 million compared with the same period in the prior year. The decrease in attendance was driven by lower attendance at our seasonal amusement parks impacted by inclement weather, a decline in season pass sales at Kings Island, and a delayed ride opening at California's Great America. The decline in attendance at our seasonal amusement parks was partially offset by increased attendance at Knott's Berry Farm, our only year-round amusement park. The increase in in-park per capita spending was attributable to higher revenues from our food and beverage programs, extra charge attractions and merchandise. The increase was somewhat offset by a decrease in admission spending due to a higher season pass attendance mix and the expansion of our free season pass program for guests aged 3 to 5 ("Pre-K pass") to three more parks in 2018 for a total of six properties. The increase in out-of-park revenues was attributable to increases in resort property revenues driven by an increase in average daily room rates and higher occupancy rates. Currency exchange rates had an immaterial impact on net revenues for the six months ended June 24, 2018.

Operating costs and expenses for the six months ended June 24, 2018 increased 4.4%, or $16.1 million, to $380.0 million from $363.9 million for the first six months of 2017. The increase is the result of a $11.6 million increase in operating expenses, a $3.2 million increase in SG&A expense, and a $1.3 million increase in cost of goods sold. Operating expenses grew by $11.6 million primarily due to increased seasonal wages which were driven by planned hourly rate increases. The increase in operating expenses was also attributable to increased full-time and maintenance labor driven by both planned head count and rate increases, disassembling attractions and decorations following the inaugural WinterFest holiday events at three parks, and increased operating supplies for park operations and personnel related costs including associate housing. We expect to continue to see higher labor

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costs during the year due to both mandated and market wage rate adjustments. The $3.2 million increase in SG&A expense was primarily attributable to increased technology related costs, higher merchant fees and higher full-time labor costs. The increase in cost of goods sold was primarily related to the growth in our food and beverage programs. Cost of goods sold as a percentage of food, merchandise, and games net revenue increased 1.0%. The increase in operating costs and expenses was not materially impacted by foreign currency exchange rates during the six months ended June 24, 2018.

Depreciation and amortization expense for the first six months of 2018 increased $1.6 million, or 2.8%, compared with the same period in the prior year due to growth in capital improvements over the past several years. For the first six months of 2018, the loss on impairment / retirement of fixed assets was $4.7 million compared with $1.7 million in the prior period, both reflecting the retirements of assets in the normal course of business at several of our properties including the retirement of a specific asset in the second quarter of 2018.

After the items above, operating income (loss) for the first six months of 2018 decreased $26.8 million to a $7.4 million operating loss compared with operating income of $19.4 million for the first six months of 2017.

Interest expense for the first six months of 2018 was comparable to the same period in the prior year. We recognized a $1.1 million loss on early debt extinguishment during the first quarter of 2018 in connection with amending our 2017 Credit Agreement, as compared to a $23.1 million loss on early debt extinguishment related to our refinancing in the first half of 2017, as described in Note 5. The net effect of our swaps resulted in a benefit to earnings of $4.5 million for the first six months of 2018 compared with a $4.7 million charge to earnings for the comparable period in 2017. The difference reflects the change in fair market value movements in our swap portfolio offset by the amortization of amounts in OCI for our de-designated swaps. During the current period, we also recognized a $25.1 million net charge to earnings for foreign currency gains and losses compared with a $5.9 million net benefit to earnings for the comparable period in 2017. Both amounts primarily represent remeasurement of the U.S.-dollar denominated debt held at our Canadian property from the applicable currency to the legal entity's functional currency.

During the first six months of 2018, a benefit for taxes of $5.5 million was recorded to account for PTP taxes and income taxes on our corporate subsidiaries. This compares with a benefit for taxes recorded in the first six months of 2017 of $10.0 million. This decrease in benefit for taxes relates largely to the decrease in the federal statutory income tax rate resulting from the implementation of the 2017 Tax Cuts and Jobs Act.

After the items above, net loss for the first six months of 2018 totaled $64.2 million, or $1.14 per diluted limited partner unit, compared with a net loss of $33.4 million, or $0.60 per diluted limited partner unit, for the same period a year ago.

For the first six months of 2018, Adjusted EBITDA decreased $22.7 million to $61.5 million from $84.2 million for the same period in 2017. The decrease in Adjusted EBITDA is attributable to a decline in net revenues due to lower attendance and to increased operating costs and expenses associated with labor, especially seasonal wages due to planned rate increases, operating supplies and other planned spending.


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Three months ended June 24, 2018

The fiscal three-month period ended June 24, 2018 included a total of 662 operating days compared with 674 operating days for the fiscal three-month period ended June 25, 2017. The following table presents key financial information for the three months ended June 24, 2018 and June 25, 2017:
 
 
Three months ended
 
Three months ended
 
Increase (Decrease)
 
 
6/24/2018
 
6/25/2017
 
$
 
%
 
 
(Amounts in thousands, except for per capita spending)
Net revenues
 
$
380,316

 
$
392,798

 
$
(12,482
)
 
(3.2
)%
Operating costs and expenses
 
256,476

 
246,489

 
9,987

 
4.1
 %
Depreciation and amortization
 
52,219

 
50,812

 
1,407

 
2.8
 %
Loss on impairment / retirement of fixed assets, net
 
3,372

 
184

 
3,188

 
N/M

Operating income
 
$
68,249

 
$
95,313

 
$
(27,064
)
 
(28.4
)%
N/M - Not meaningful
 
 
 
 
 
 
 
 
Other Data:
 
 
 
 
 
 
 
 
Adjusted EBITDA (1)
 
$
127,036

 
$
149,683

 
$
(22,647
)
 
(15.1
)%
Attendance
 
7,698

 
8,061

 
(363
)
 
(4.5
)%
In-park per capita spending
 
$
45.40

 
$
45.12

 
$
0.28

 
0.6
 %
Out-of-park revenues
 
$
43,491

 
$
41,884

 
$
1,607

 
3.8
 %

(1)
For additional information regarding Adjusted EBITDA, including how we define and use Adjusted EBITDA, as well as a reconciliation to net income (loss), see page 38.
For the quarter ended June 24, 2018, net revenues decreased by $12.5 million, to $380.3 million, from $392.8 million in the second quarter of 2017. This reflects a decrease in attendance and a slight increase in in-park per capita spending. Out-of-park revenues increased $1.6 million compared with the same period in the prior year. The decrease in attendance was driven by lower attendance at our seasonal amusement parks impacted by inclement weather, a decline in season pass sales at Kings Island, and a delayed ride opening at California's Great America. The decline in attendance at our seasonal amusement parks was partially offset by increased attendance at Knott's Berry Farm, our only year-round amusement park. The increase in in-park per capita spending was attributable to higher revenues from our food and beverage programs, extra charge attractions and merchandise. The increase was somewhat offset by a decrease in admission spending due to a higher season pass attendance mix and the expansion of our free season pass program for guests aged 3 to 5 ("Pre-K pass") to three more parks in 2018 for a total of six properties. The increase in out-of-park revenues was attributable to increases in resort property revenues driven by higher occupancy rates and an increase in average daily room rates. Currency exchange rates had an immaterial impact on net revenues for the quarter.

Operating costs and expenses for the quarter increased 4.1%, or $10.0 million, to $256.5 million from $246.5 million in the second quarter of 2017. The increase is the result of a $7.0 million increase in operating expenses, a $2.2 million increase in SG&A expense, and a $0.8 million increase in cost of goods sold. Operating expenses grew by $7.0 million primarily due to increased seasonal wages driven by planned hourly rate increases. The increase in operating expenses was also attributable to increased full-time and maintenance labor driven by both planned head count and rate increases, and increased operating supplies for park operations and personnel related costs including associate housing. The $2.2 million increase in SG&A expense was primarily attributable to higher merchant fees, increased technology related costs and higher full-time labor costs. The increase in cost of goods sold was primarily related to the growth in our food and beverage programs. Cost of goods sold as a percentage of food, merchandise, and games net revenue increased 1.2%. The increase in operating costs and expenses was not materially impacted by foreign currency exchange rates during the quarter.

Depreciation and amortization expense for the quarter increased $1.4 million, or 2.8%, compared with the same period in the prior year due to growth in capital improvements over the past several years. For the second quarter of 2018, the loss on impairment / retirement of fixed assets was $3.4 million compared with $0.2 million in the prior period, both reflecting the retirements of assets in the normal course of business at several of our properties including the retirement of a specific asset in the second quarter of 2018.

After the items above, operating income for the second quarter of 2018 decreased $27.1 million to $68.2 million compared with $95.3 million for the second quarter of 2017.


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Interest expense for the second quarter of 2018 was comparable to the same period in the prior year. In the second quarter of 2017, we recognized a $23.1 million loss on early debt extinguishment related to our prior year refinancing, as described in Note 5. The net effect of our swaps resulted in a benefit to earnings of $0.9 million for the second quarter of 2018 compared with a $4.4 million charge to earnings in the second quarter of 2017. The difference reflects the change in fair market value movements in our swap portfolio offset by the amortization of amounts in OCI for our de-designated swaps. During the current quarter, we also recognized a $15.0 million net charge to earnings for foreign currency gains and losses compared with a $3.2 million net benefit to earnings for the second quarter in 2017. Both amounts primarily represent remeasurement of the U.S.-dollar denominated debt held at our Canadian property from the applicable currency to the legal entity's functional currency.

During the second quarter of 2018, a provision for taxes of $13.7 million was recorded to account for PTP taxes and income taxes on our corporate subsidiaries. This compares with a provision for taxes recorded in the second quarter of 2017 of $17.7 million. This decrease in provision for taxes relates largely to the decrease in the federal statutory income tax rate resulting from the implementation of the 2017 Tax Cuts and Jobs Act.

After the items above, net income for the current quarter totaled $19.2 million, or $0.34 per diluted limited partner unit, compared with net income of $31.4 million, or $0.55 per diluted limited partner unit, for the second quarter a year ago.

For the current quarter, our Adjusted EBITDA decreased $22.6 million to $127.0 million from $149.7 million for the same period in 2017. The decrease in Adjusted EBITDA is attributable to a decline in net revenues due to lower attendance and to increased operating costs and expenses associated with labor, especially seasonal wages due to planned rate increases, operating supplies and other planned spending.

July 2018

Based on preliminary results, net revenues for the seven months ended July 29, 2018 were approximately $752 million, down $15 million, or 2%, compared with the seven months ended July 30, 2017. The decrease was the result of a 3%, or 480,000-visit decrease in attendance to 14.6 million guests. The impact of the decrease in attendance was partially offset by a 1% increase in in-park per capita spending and a 4%, or $3 million, increase in out-of-park revenues compared with the prior period.

Liquidity and Capital Resources:
With respect to both liquidity and cash flow, we ended the second quarter of 2018 in sound condition. The working capital ratio (current assets divided by current liabilities) of 0.6 as of June 24, 2018 is the result of normal seasonal activity. Receivables, inventories and payables are at normal seasonal levels. There was a $41.0 million decrease in cash and cash equivalents and a $25.0 million increase in revolver borrowings as of June 24, 2018 compared with the balances as of June 25, 2017. The net cash proceeds from our debt refinancing in the first half of 2017 significantly impacted the change in cash position.
Operating Activities
During the six-month period ended June 24, 2018, net cash from operating activities was $85.8 million, a decrease of $1.9 million compared with the same period a year ago. The decrease was primarily due to lower earnings offset by favorable changes in working capital.
Investing Activities
Net cash for investing activities for the first six months of 2018 was $100.6 million, a decrease of $23.1 million compared with the same period in the prior year. This decrease reflects less planned capital expenditures in the current period.
Financing Activities
Net cash for financing activities for the first six months of 2018 was $87.9 million, a decrease of $101.5 million compared with net cash from financing activities of $13.6 million for the same period in the prior year. This decrease is primarily due to incremental term debt borrowings in the prior year from the April 2017 refinancing offset by incremental revolver borrowings in the current period.


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As of June 24, 2018, our outstanding debt, before reduction for debt issuance costs and original issue discount, consisted of the following:

$500 million of 5.375% senior unsecured notes, maturing in April 2027, issued at par. Prior to April 15, 2020, up to 35% of the notes may be redeemed with net cash proceeds of certain equity offerings at a price equal to 105.375% of the principal amount thereof, together with accrued and unpaid interest and additional interest, if any. The notes may be redeemed, in whole or in part, at any time prior to April 15, 2022 at a price equal to 100% of the principal amount of the notes redeemed plus a "make-whole" premium, together with accrued and unpaid interest, 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 April and October.

$450 million of 5.375% senior unsecured notes, maturing in June 2024, issued at par. 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. The notes pay interest semi-annually in June and December.

$735 million of senior secured term debt, maturing in April 2024 under our Amended 2017 Credit Agreement. The term debt bears interest at the London InterBank Offering Rate ("LIBOR") plus 175 basis points (bps), under amendments we entered into on March 14, 2018. The pricing terms for the amendment reflected $0.9 million of Original Issue Discount ("OID"). The term loan amortizes $7.5 million annually. We have $1.9 million of current maturities as of June 24, 2018.

$25 million of borrowings under the $275 million senior secured revolving credit facility under our Amended 2017 Credit Agreement with a Canadian sub-limit of $15 million. Borrowings under the senior secured revolving credit facility bear interest at LIBOR or Canadian Dollar Offered Rate ("CDOR") plus 200 bps. The revolving credit facility is scheduled to mature in April 2022 and also provides for the issuance of documentary and standby letters of credit. The Amended 2017 Credit Agreement requires the payment of a 37.5 bps commitment fee per annum on the unused portion of the credit facilities. After letters of credit, which totaled $15.9 million as of June 24, 2018, we had $234.1 million of available borrowings under the revolving credit facility and cash on hand of $60.1 million.

As of June 24, 2018, we have eight interest rate swap agreements that convert $500 million of variable-rate debt to a fixed rate. Four of these agreements fix our variable-rate debt at 4.39% and mature on December 31, 2020. The other four fix our variable-rate debt at 4.63% for the period December 31, 2020 through December 31, 2023. None of the interest rate swap agreements are designated as cash flow hedges. As of June 24, 2018, the fair market value of our derivatives was $0.5 million and was recorded in "Other Assets".

The Amended 2017 Credit Agreement includes a Consolidated Leverage Ratio, which if breached for any reason and not cured could result in an event of default. The ratio is set at a maximum of 5.50x Consolidated Total Debt-to-Consolidated EBITDA. As of June 24, 2018, we were in compliance with this financial condition covenant and all other financial covenants under the Amended 2017 Credit Agreement.

Our long-term debt agreements include Restricted Payment provisions. Pursuant to the terms of the indenture governing our June 2014 notes, which includes the most restrictive of these Restricted Payments provisions, we can make Restricted Payments of $60 million annually so long as no default or event of default has occurred and is continuing; and we can make additional Restricted Payments if our pro forma Total-Indebtedness-to-Consolidated-Cash-Flow Ratio is less than or equal to 5.00x.

In accordance with the Amended 2017 Credit Agreement debt provisions, on May 2, 2018, we announced the declaration of a distribution of $0.89 per limited partner unit, which was paid on June 15, 2018. Also, on August 1, 2018, we announced the declaration of a distribution of $0.89 per limited partner unit, which will be payable on September 17, 2018.

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 $15.9 million in letters of credit, which are primarily in place to backstop insurance arrangements, outstanding on our revolving credit facility as of June 24, 2018. We have no other significant off-balance sheet financing arrangements.


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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. We do not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the filing date of this document.

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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.

None of our interest rate swap agreements are designated as hedging instruments. Four of our interest rate swap agreements were de-designated in the first quarter of 2016. Changes in fair value of derivative instruments that do not qualify for hedge accounting or were de-designated are reported as "Net effect of swaps" in the unaudited condensed consolidated statements of operations and comprehensive income. Additionally, the "Other comprehensive income (loss)" related to interest rate swaps that have been de-designated is amortized through the original maturity of the interest rate swap and reported as a component of "Net effect of swaps" in the unaudited condensed consolidated statements of operations and comprehensive income.

As of June 24, 2018, on an adjusted basis after giving affect to the impact of interest rate swap agreements, $1,450 million of our outstanding long-term debt represented fixed-rate debt and $235 million represented variable-rate debt. Assuming an average balance on our revolving credit borrowings of approximately $13.0 million, a hypothetical 100 bps 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 $7.5 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 $5.0 million over the next twelve months.

A uniform 10% strengthening of the U.S. dollar relative to the Canadian dollar would result in a $3.4 million decrease in annual operating income.

ITEM 4. CONTROLS AND PROCEDURES

(a)Evaluation of Disclosure Controls and Procedures - 
We maintain a system of controls and procedures designed to ensure that information required to be disclosed by us in our 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 management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of June 24, 2018, management, with the participation of the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 24, 2018.


(b)Changes in Internal Control Over Financial Reporting -
There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended June 24, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
Freddie Ramos vs. Cedar Fair, L.P., Cedar Fair Management Company
The Partnership and Cedar Fair Management, Inc. are defendants in a lawsuit filed in Superior Court of the State of California for Orange County on November 23, 2016 by Freddie Ramos seeking damages and injunctive relief for claims related to certain employment and pay practices at our parks in California, including those related to certain check-out, time reporting, discharge, meal and rest period, and pay statement practices. The Partnership filed an answer on January 13, 2017 denying the allegations in the complaint and requesting a dismissal of all claims.  On January 17, 2017, the Partnership filed a Notice of Removal of the case from the state court to the United State District Court for the Central District of California. The class has not been certified. On August 29, 2017, the Partnership participated in a mediation relating to the claims alleged in the lawsuit. Following this mediation, the Partnership negotiated a $4.2 million settlement with the named Plaintiff on a class wide basis. As part of the settlement, the case will be remanded back to the Superior Court of the State of California for Orange County for a preliminary hearing and final court approval of the proposed settlement. The Partnership and the named Plaintiff are required to file a brief in support of the settlement with the court. The hearing to approve the final settlement is not expected to occur until the third or fourth quarter of 2018. Based upon the information available, the Partnership believes the liability recorded as of June 24, 2018 is adequate and does not expect the terms of the negotiated settlement or final briefing 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, 2017.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities:
The following table summarizes repurchases of Cedar Fair, L.P. Depositary Units representing limited partner interests by the Partnership during the three months ended June 24, 2018:
 
 
(a)
 
(b)
 
(c)
 
(d)








Period
 
Total Number of Units Purchased (1)
 
Average Price Paid per Unit
 
Total Number of Units Purchased as Part of Publicly Announced Plans or Programs
 
Maximum Number (or Approximate Dollar Value) of Units that May Yet Be Purchased Under the Plans or Programs
March 26 - April 29
 
87

 
$
64.89

 

 
$

April 30 - May 27
 

 

 

 

May 28 - June 24
 
98

 
66.40

 

 

Total
 
185

 
$
65.69

 

 
$


(1)
All repurchased units were reacquired by the Partnership in satisfaction of tax obligations related to the vesting of restricted units which were granted under the Partnership's Omnibus Incentive Plan.


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ITEM 6. EXHIBITS
  
 
 
  
 
 
  
 
 
Exhibit (101)
  
The following materials from the Partnership's Quarterly Report on Form 10-Q for the quarter ended June 24, 2018 formatted in Extensible Business Reporting Language (XBRL): (i) the Unaudited Condensed Consolidated Statements of Income, (ii) the Unaudited Condensed Consolidated Balance Sheets, (iii) the Unaudited Condensed Consolidated Statements of Cash Flow, (iv) the Unaudited 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:
August 1, 2018
/s/ Richard A. Zimmerman
 
 
Richard A. Zimmerman
 
 
President and Chief Executive Officer
 
 
 
 
Date:
August 1, 2018
/s/ Brian C. Witherow
 
 
Brian C. Witherow
 
 
Executive Vice President and
 
 
Chief Financial Officer

 

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