FORM 10 - Q

10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

þQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period endedJune 25,September 24, 2006

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________.

.

Commission file number1-9444

CEDAR FAIR, L.P.

(Exact name of Registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of

incorporation or organization)

34-1560655

(I.R.S. Employer

Identification No.)

DELAWARE34-1560655
(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'sRegistrant’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 ]þ No [ ].o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated“accelerated filer and large accelerated filer"filer” in Rule 12b-2 of the Exchange Act.


Large accelerated filer [X ]þ Accelerated filer [ ]o Non-accelerated filer [ ]

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 ]

þ
Title of Class
Units Representing
Limited Partner Interests		Units Outstanding As Of
October 1, 2006
54,066,459

 

Title of Class

Units Representing

Limited Partner Interests

Units Outstanding As Of

July 1, 2006

53,922,190

CEDAR FAIR, L.P.

INDEX

FORM 10 - Q

10-Q

Part I -— Financial Information

  
     

Item 1.

 

Financial Statements

 

3-8

3-10
     

Item 2.

 

Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations

 

9-12

Item 3.

11-18		 

Quantitative and Qualitative Disclosures About Market Risk

13

Item 4.

Controls and Procedures

13

     

Item 3.
Quantitative and Qualitative Disclosures About Market Risk18
Item 4.
Controls and Procedures18
Part II -— Other Information

  
     

Item 1A.

 

Risk Factors

 

14

19
     

Item 4.

6.
 

Submission of Matters to a Vote of Security Holders

Exhibits		 

14

19
     

Item 6.

Signatures		 

Exhibits

20 

14

     

Signatures

15

  

Index to Exhibits

  21

16

EX-31.1
EX-31.2
EX-32.1

2

PART I -— FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CEDAR FAIR, L.P.


UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS


(In thousands)

6/25/06

12/31/05

ASSETS

Current Assets:

Cash

$ 18,751

$ 4,421

Receivables

16,339

7,259

Inventories

30,138

17,678

Prepaids and other current assets

10,159

11,252

75,387

40,610

Property and Equipment:

Land

174,081

174,081

Land improvements

169,868

163,952

Buildings

313,549

308,748

Rides and equipment

751,533

714,862

Construction in progress

6,586

23,434

1,415,617

1,385,077

Less accumulated depreciation

(434,978)

(417,821)

980,639

967,256

Intangibles and other assets, net

16,223

16,928

$ 1,072,249

$ 1,024,794

LIABILITIES AND PARTNERS' EQUITY

Current Liabilities:

Current maturities of long-term debt

$ 40,000

$ 20,000

Accounts payable

29,833

16,590

Distribution payable to partners

25,343

24,747

Deferred revenue

26,136

10,794

Accrued interest

6,917

6,698

Accrued taxes

10,680

21,395

Accrued salaries, wages and benefits

14,178

14,021

Self-insurance reserves

13,464

14,386

Other accrued liabilities

7,747

2,102

174,298

130,733

Other Liabilities

7,743

8,977

Long-Term Debt:

Revolving credit loans

196,600

105,850

Term debt

325,000

345,000

521,600

450,850

Partners' Equity:

Special L.P. interests

5,290

5,290

General partner

1

1

Limited partners, 53,920 and 53,797 units outstanding at

June 25, 2006 and December 31, 2005, respectively

363,317

428,943

368,608

434,234

$ 1,072,249

$ 1,024,794

         
  9/24/06  12/31/05 
ASSETS
        
Current Assets:        
Cash and cash equivalents $87,848  $4,421 
Receivables  59,515   7,259 
Inventories  31,488   17,678 
Prepaids and other current assets  22,480   11,252 
       
   201,331   40,610 
         
Property and Equipment:        
Land  330,254   174,081 
Land improvements  316,617   163,952 
Buildings  582,010   308,748 
Rides and equipment  1,243,364   714,862 
Construction in progress  17,698   23,434 
       
   2,489,943   1,385,077 
Less accumulated depreciation  (487,260)  (417,821)
       
   2,002,683   967,256 
         
Goodwill  332,478   9,061 
Other intangibles, net  66,304   2,349 
Other assets  38,032   5,518 
       
 ��$2,640,828  $1,024,794 
       
         
LIABILITIES AND PARTNERS’ EQUITY
        
Current Liabilities:        
Current maturities of long-term debt $17,450  $20,000 
Accounts payable  49,360   16,590 
Distribution payable to partners  —   24,747 
Deferred revenue  23,068   10,794 
Accrued interest  10,146   6,698 
Accrued taxes  71,488   21,395 
Accrued salaries, wages and benefits  31,843   14,021 
Self-insurance reserves  20,654   14,386 
Other accrued liabilities  28,768   2,102 
       
   252,777   130,733 
         
Deferred Tax Liability  154,789   — 
         
Other Liabilities  35,636   8,977 
         
Long-Term Debt:        
Revolving credit loans  —   105,850 
Term debt  1,727,550   345,000 
       
   1,727,550   450,850 
         
Partners’ Equity:        
Special L.P. interests  5,290   5,290 
General partner  2   1 
Limited partners, 54,066 and 53,797 units outstanding at September 24, 2006 and December 31, 2005, respectively  496,006   428,943 
Accumulated Other Comprehensive Loss  (31,222)  — 
       
   470,076   434,234 
       
  $2,640,828  $1,024,794 
       
The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

3

CEDAR FAIR, L.P.


UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


(In thousands, except per unit amounts)

Three months ended

Six months ended

Twelve months ended

6/25/06

6/26/05

6/25/06

6/26/05

6/25/06

6/26/05

Net revenues:

Admissions

$ 71,434

$ 73,964

$ 79,953

$ 82,145

$290,216

$278,703

Food, merchandise and games

59,588

60,444

71,370

71,678

218,786

211,432

Accommodations and other

14,407

14,444

18,051

19,830

55,426

57,279

145,429

148,852

169,374

173,653

564,428

547,414

Costs and expenses:

Cost of food, merchandise

and games revenues

16,001

16,047

19,625

19,563

57,668

57,027

Operating expenses

71,146

71,576

107,214

107,281

243,576

248,992

Selling, general and administrative

20,192

21,382

28,665

30,953

72,083

75,375

Depreciation and amortization

18,218

17,486

21,692

20,940

56,517

52,083

125,557

126,491

177,196

178,737

429,844

433,477

Operating income (loss)

19,872

22,361

(7,822)

(5,084)

134,584

113,937

Interest expense

8,040

6,848

15,241

13,349

28,097

26,458

Other (income)

-

-

-

(459)

-

(2,465)

Income (loss) before taxes

11,832

15,513

(23,063)

(17,974)

106,487

89,944

Provision (credit) for taxes

772

3,243

(7,619)

(5,680)

(51,215)

18,257

Net income (loss)

11,060

12,270

(15,444)

(12,294)

157,702

71,687

Net income allocated to

general partner

-

-

-

-

2

1

Net income (loss) allocated to

limited partners

$ 11,060

$ 12,270

$ (15,444)

$ (12,294)

$157,700

$ 71,686

Basic earnings per limited partner unit:

Weighted average limited partner

units outstanding

53,912

53,619

53,884

53,555

53,818

53,341

Net income (loss) per limited

partner unit

$ 0.21

$ 0.23

$ (0.29)

$ (0.23)

$ 2.93

$ 1.34

Diluted earnings per limited partner unit:

Weighted average limited partner

units outstanding

54,963

54,917

53,884

53,555

54,937

54,668

Net income (loss) per limited

partner unit

$ 0.20

$ 0.22

$ (0.29)

$ (0.23)

$ 2.87

$ 1.31

                         
  Three months ended  Nine months ended  Twelve months ended 
  9/24/06  9/25/05  9/24/06  9/25/05  9/24/06  9/25/05 
Net revenues:                        
Admissions $309,616  $166,912  $389,569  $249,057  $432,920  $285,745 
Food, merchandise and games  193,200   117,094   264,570   188,772   294,892   214,677 
Accommodations and other  39,333   33,019   57,384   52,849   61,740   58,415 
                   
   542,149   317,025   711,523   490,678   789,552   558,837 
                   
                         
Costs and expenses:                        
Cost of food, merchandise and games revenues  46,952   29,874   66,577   49,437   74,746   57,675 
Operating expenses  157,546   92,916   264,760   200,197   308,206   246,949 
Selling, general and administrative  52,138   29,960   80,803   60,913   94,261   73,529 
Depreciation and amortization  56,312   28,102   78,004   49,042   84,727   55,760 
                   
   312,948   180,852   490,144   359,589   561,940   433,913 
                   
                         
Operating income  229,201   136,173   221,379   131,089   227,612   124,924 
Interest expense  34,966   6,464   50,207   19,813   56,599   25,817 
Loss on early extinguishment of debt  4,697   —   4,697   —   4,697   — 
Other (income)  (54)  —   (54)  (459)  (54)  (1,290)
                   
                         
Income before taxes  189,592   129,709   166,529   111,735   166,370   100,397 
Provision (credit) for taxes  56,689   (41,122)  49,070   (46,802)  46,596   (50,398)
                   
                         
Net income  132,903   170,831   117,459   158,537   119,774   150,795 
Net income allocated to general partner  1   2   1   2   1   2 
                   
Net income allocated to limited partners $132,902  $170,829  $117,458  $158,535  $119,773  $150,793 
                   
                         
Basic earnings per limited partner unit:                        
Weighted average limited partner units outstanding  53,968   53,737   53,912   53,617   53,876   53,581 
Net income per limited partner unit $2.46  $3.18  $2.18  $2.96  $2.22  $2.81 
                   
                         
Diluted earnings per limited partner unit:                        
Weighted average limited partner units outstanding  54,964   54,994   54,915   54,943   54,930   54,915 
Net income per limited partner unit $2.42  $3.11  $2.14  $2.89  $2.18  $2.75 
                   
The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

4

CEDAR FAIR, L.P.


UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF PARTNERS'PARTNERS’ EQUITY


FOR THE SIXNINE MONTHS ENDED JUNE 25,SEPTEMBER 24, 2006


(In thousands, except per unit amounts)

Limited

Partner

Limited

General

Special

Total

Units

Partners'

Partner's

L.P.

Partners'

Outstanding

Equity

Equity

Interests

Equity

Balance at December 31, 2005

53,797

$ 428,943

$ 1

$ 5,290

$ 434,234

Net (loss)

-

(26,504)

-

-

(26,504)

Partnership distribution declared

($0.47 per limited partnership unit)

-

(25,337)

-

-

(25,337)

Expense recognized for limited

partnership unit options

-

12

-

-

12

Limited partnership unit options

exercised

97

296

-

-

296

Tax effect of units involved in option

exercises and treasury unit transactions

-

(400)

-

-

(400)

Issuance of limited partner units

as compensation

14

411

-

-

411

Balance at March 26, 2006

53,908

377,421

1

5,290

382,712

Net income

-

11,060

-

-

11,060

Partnership distribution declared

($0.47 per limited partnership unit)

-

(25,343)

-

-

(25,343)

Expense recognized for limited

partnership unit options

-

22

-

-

22

Limited partnership unit options

exercised

12

211

-

-

211

Tax effect of units involved in option

exercises and treasury unit transactions

-

(54)

-

-

(54)

Balance at June 25, 2006

53,920

$ 363,317

$ 1

$ 5,290

$ 368,608

             
  Three  Three  Three 
  Months  Months  Months 
  Ended  Ended  Ended 
  09/24/06  06/25/06  03/26/06 
Limited Partnership Units Outstanding
            
Beginning balance  53,920   53,908   53,797 
Limited partnership unit options exercised  146   12   97 
Issuance of limited partnership units as compensation  —   —   14 
          
   54,066   53,920   53,908 
          
             
Limited Partners’ Equity
            
Beginning balance $363,317  $377,421  $428,943 
Net income (loss)  132,902   11,060   (26,504)
Partnership distribution declared ($0.47 per limited partnership unit)  —   (25,343)  (25,337)
Expense recognized for limited partnership unit options  22   22   12 
Limited partnership unit options exercised  242   211   296 
Tax effect of units involved in option exercises and treasury unit transactions  (477)  (54)  (400)
Issuance of limited partnership units as compensation  —   —   411 
          
   496,006   363,317   377,421 
          
             
General Partner’s Equity
            
Beginning balance  1   1   1 
Net income  1   —   — 
          
   2   1   1 
          
Special L.P. Interests
  5,290   5,290   5,290 
          
             
Accumulated Other Comprehensive Loss
            
Cumulative foreign currency translation adjustment:            
Beginning balance  —   —   — 
Current period activity, net of tax ($1,092)  (1,651)  —   — 
          
   (1,651)  —   — 
          
             
Unrealized loss on cash flow hedging derivatives:            
Beginning balance  —   —   — 
Current period activity  (29,571)  —   — 
          
   (29,571)  —   — 
          
   (31,222)  —   — 
          
             
Total Partners’ Equity
 $470,076  $368,608  $382,712 
          
             
Summary of Comprehensive Income
            
Net income (loss) $132,903  $11,060  $(26,504)
Other comprehensive loss  (31,222)  —   — 
          
Total Comprehensive Income
 $101,681  $11,060  $(26,504)
          
The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of this statement.

5

CEDAR FAIR, L.P.


UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


(In thousands)

Three months ended

Six months ended

Twelve months ended

6/25/06

6/26/05

6/25/06

6/26/05

6/25/06

6/26/05

CASH FLOWS FROM (FOR) OPERATING

ACTIVITIES

Net income (loss)

$ 11,060

$ 12,270

$(15,444)

$(12,294)

$157,702

$ 71,687

Adjustments to reconcile net income (loss) to net

cash from operating activities:

Depreciation and amortization

18,218

17,486

21,692

20,940

56,517

52,083

Non-cash unit option expense

22

64

34

1,019

128

3,197

Other non-cash (income) expense

(52)

-

27

(459)

(39)

(2,465)

Change in assets and liabilities:

(Increase) in inventories

(6,638)

(6,577)

(12,460)

(11,066)

(1,440)

(1,595)

(Increase) decrease in current and other

assets

(11,380)

(16,064)

(7,300)

(25,899)

6,148

(1,110)

Increase (decrease) in accounts payable

11,771

15,330

15,871

20,877

780

(124)

Increase (decrease) in accrued taxes

(8,425)

4,727

(11,169)

6,459

(67,533)

14,580

Increase (decrease) in self-insurance

reserves

(326)

654

(922)

(377)

(417)

2,654

Increase in deferred revenue and other

current liabilities

21,680

22,359

21,774

18,707

2,125

2,145

Increase (decrease) in other liabilities

7,795

734

(1,134)

(482)

(59)

3,336

Net cash from operating activities

43,725

50,983

10,969

17,425

153,912

144,388

CASH FLOWS FROM (FOR) INVESTING

ACTIVITIES

Capital expenditures

(21,381)

(28,769)

(37,812)

(45,885)

(67,401)

(85,955)

Net cash (for) investing activities

(21,381)

(28,769)

(37,812)

(45,885)

(67,401)

(85,955)

CASH FLOWS FROM (FOR) FINANCING

ACTIVITIES

Net proceeds from public offering of limited

partnership units

-

-

-

-

-

73,268

Net borrowings (payments) on revolving

credit loans

17,000

16,650

90,750

92,600

28,600

(12,000)

Term debt payments

-

-

-

-

(20,000)

(20,000)

Distributions paid to partners

(25,337)

(24,630)

(50,084)

(48,696)

(99,511)

(95,684)

Termination of interest rate swap agreeements

-

-

-

-

2,981

-

Exercise of limited partnership unit options

211

-

507

37

1,336

40

Cash paid in repurchase of 0.1% general

partner interest

-

-

-

-

-

(708)

Net cash from (for) financing activities

(8,126)

(7,980)

41,173

43,941

(86,594)

(55,084)

CASH

Net increase (decrease) for the period

14,218

14,234

14,330

15,481

(83)

3,349

Balance, beginning of period

4,533

4,600

4,421

3,353

18,834

15,485

Balance, end of period

$ 18,751

$ 18,834

$ 18,751

$ 18,834

$ 18,751

$ 18,834

SUPPLEMENTAL INFORMATION

Cash payments for interest expense

$ 5,310

$ 3,178

$ 15,022

$ 13,253

$ 28,133

$ 25,363

Interest capitalized

307

154

600

354

848

1,286

Cash payments for income taxes

1,525

1,068

1,978

1,086

9,644

8,729

                         
  Three months ended  Nine months ended  Twelve months ended 
  9/24/06  9/25/05  9/24/06  9/25/05  9/24/06  9/25/05 
CASH FLOWS FROM (FOR) OPERATING ACTIVITIES
                        
Net income $132,903  $170,831  $117,459  $158,537  $119,774  $150,795 
Adjustments to reconcile net income to net cash from operating activities:                        
Depreciation and amortization  56,312   28,102   78,004   49,042   84,727   55,760 
Non-cash unit option expense  22   60   56   1,079   90   2,169 
Loss on early extinguishment of debt  4,697   —   4,697   —   4,697   — 
Other non-cash (income) expense  2,368   —   2,664   (459)  3,642   (1,290)
Change in assets and liabilities, net of effects from acquistion:                        
(Increase) decrease in current assets  10,041   8,339   (10,406)  (2,727)  2,955   (1,227)
(Increase) decrease in other assets  4,237   8,274   4,601   (17,625)  (905)  (5,778)
Increase (decrease) in accounts payable  (13,199)  2,404   2,672   23,281   (15,064)  1,320 
Increase (decrease) in accrued taxes  54,313   (60,451)  38,340   (53,992)  41,379   (58,427)
Increase (decrease) in self-insurance reserves  (109)  469   (1,031)  92   (995)  1,346 
Increase (decrease) in deferred revenue and other current liabilities  (39,429)  (17,273)  (17,567)  1,434   (20,008)  87 
Increase (decrease) in deferred income taxes and other liabilities  (4,494)  482   (822)  (1)  26   1,298 
                   
Net cash from operating activities  207,698   141,237   218,667   158,661   220,318   146,053 
                   
                         
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES
                        
Acquisition of Paramount Parks, net of cash acquired  (1,252,685)  —   (1,252,685)  —   (1,252,685)  — 
Capital expenditures  (10,988)  (14,813)  (48,800)  (60,698)  (63,507)  (81,454)
                   
Net cash (for) investing activities  (1,263,673)  (14,813)  (1,301,485)  (60,698)  (1,316,192)  (81,454)
                   
                         
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
                        
Acquisition of Paramount Parks:                        
Term debt borrowings  1,745,000   —   1,745,000   —   1,745,000   — 
Payment of debt issuance costs  (26,962)  —   (26,962)  —   (26,962)  — 
Net borrowings (payments) on revolving credit loans  (196,600)  (95,500)  (105,850)  (2,900)  (72,500)  48,100 
Term debt payments, including early termination penalties  (371,053)  (20,000)  (371,053)  (20,000)  (371,053)  (20,000)
Distributions paid to partners  (25,343)  (24,696)  (75,427)  (73,391)  (100,158)  (97,457)
Termination of interest rate swap agreements  —   2,967   —   2,967   —   2,967 
Exercise of limited partnership unit options  242   618   749   655   960   655 
                   
Net cash from (for) financing activities  1,125,284   (136,611)  1,166,457   (92,669)  1,175,287   (65,735)
                   
                         
CASH
                        
Effect of exchange rate changes on cash  (212)  —   (212)  —   (212)  — 
Net increase (decrease) for the period  69,309   (10,187)  83,639   5,294   79,413   (1,136)
Balance, beginning of period  18,751   18,834   4,421   3,353   8,647   9,783 
                   
Balance, end of period $87,848  $8,647  $87,848  $8,647  $87,848  $8,647 
                   
                         
SUPPLEMENTAL INFORMATION
                        
Cash payments for interest expense $30,643  $9,364  $45,306  $22,617  $49,053  $24,858 
Interest capitalized  226   64   826   418   1,010   870 
Cash payments for income taxes  5,091   5,224   7,069   6,310   9,511   9,368 
The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

6

CEDAR FAIR, L.P.


NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR THE PERIODS ENDED JUNE 25,SEPTEMBER 24, 2006 AND JUNE 26,SEPTEMBER 25, 2005

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 which are, in the opinion of management, necessary to fairly present the results of the interim periods covered in this report.

Due to the highly seasonal nature of the Partnership'sPartnership’s amusement and water park operations, the results for any interim period are not indicative of the results to be expected for the full fiscal year. Accordingly, the Partnership has elected to present financial information regarding operations and cash flows for the preceding twelve-month periods ended June 25,September 24, 2006 and June 26,September 25, 2005 to accompany the quarterly results. Because amounts for the twelve months ended June 25,September 24, 2006 include actual 2005 peak seasonfourth quarter operating results, they may not be indicative of 2006 full calendar year operations.

(1) Subsequent Event:

On June 30, 2006, (subsequent to the end of the second quarter), the PartnershipCedar Fair, L.P. completed the acquisition of all of the outstanding shares of capital stock of Paramount Parks, Inc. (“PPI”) from a subsidiary of CBS Corporation.Corporation at an aggregate cash purchase price of $1,243 million, prior to direct acquisition costs and certain adjustments per the purchase agreement related to working capital, which have yet to be finalized. Upon closing of the transaction, the Partnership acquired, indirectly through Magnum Management Corporation, its wholly owned subsidiary, the following amusement parks: Canada'sCanada’s Wonderland near Toronto, Canada; Kings Island near Cincinnati, Ohio; Kings Dominion near Richmond, Virginia; Carowinds near Charlotte, North Carolina; and Great America located in Santa Clara, California. The Partnership funded the aggregate purchase pricealso acquired Star Trek: The Experience, an interactive adventure in Las Vegas, and a management contract for Bonfante Gardens in Gilroy, California. The results of $1,243 million, (subject to certain post closing adjustments) with a term loan and portionsoperations of a revolving loan provided under a new $1,895 million bridge credit agreement it entered into with several banks. The Partnership entered into the bridge agreement, which is available through August 31, 2006, as a form of temporary financing to comple te the acquisition and provide an interim source of working capital liquidity, and with the intention of entering into longer-term financing arrangements on or before August 31, 2006. In order ensure an appropriate balance of fixed and variable-rate debt in its long-term financing, the Partnership has fixed the interest rate on $1,000 million of debt through the use of several interest rate swap agreements. These interest rate swaps are forward-starting swaps that are scheduled to begin on October 1, 2006. As part of entering into the new bridge agreement, the Partnership terminated its existing $250 million revolving credit agreement and all outstanding term debt as ofPPI since June, 30, 2006. The cost2006 are included in the accompanying consolidated financial statements. Further discussion of early extinguishment ofthis transaction can be found under Note 6 to the Partnership's debt was approximately $4.7 million.

Unaudited Condensed Consolidated Financial Statements.

(2)(1) Significant Accounting and Reporting Policies:

The Partnership'sPartnership’s unaudited condensed consolidated financial statements for the periods ended June 25,September 24, 2006 and June 26,September 25, 2005 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, 2005, which were included in the Form 10-K filed on March 14, 2006. 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. 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 has been recording expense for equity-based compensation under Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting“Accounting for Stock-Based Compensation,"” since January 1, 2003. Effective January 1, 2006, the Partnership adopted SFAS No. 123(R), "Share-Based“Share-Based Payment,"” which is a revision of SFAS No. 123. Generally, the approach in SFAS No. 123(R) is similar to the fair value approach described in SFAS No. 123. The adoption of SFAS No. 123(R) did not have a material impact on the Partnership'sPartnership’s consolidated financial statements. Non-cash unit option expense, previously reported as a separate item in the statements of operations, has
Certain prior period amounts have been reclassified to selling, generalconform to the current period classification.
In July 2006, the Financial Account Standards Board (FASB) issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes.” This Interpretation of FASB Statement No. 109, “Accounting for Income Taxes,” contains guidance on the recognition and administrative expenses.measurement of uncertain tax positions. The Partnership will be required to recognize the impact of a tax position if it is more likely than not that it will be sustained upon examination, based upon the technical merits of the position. The effective date for application of this interpretation is for periods beginning after December 15, 2006. The cumulative effect of applying the provisions of this Interpretation must be reported as an adjustment to the opening balance of retained earnings for that fiscal period. The Partnership is in the process of determining the effect, if any, this Interpretation will have on its consolidated financial statements.

7

(3)(2) Interim Reporting:

The Partnership owns and operates seven12 amusement parks:parks, five outdoor water parks, one indoor water park and six hotels. In order to more efficiently manage its properties and communicate its results, management has created regional designations for the parks. Parks in the Partnership’s northern region include Cedar Point and the adjacent Soak City water park in Sandusky, Ohio; Knott's Berry Farm locatedKings Island near Los AngelesCincinnati, Ohio; Canada’s Wonderland in Buena Park, California;Toronto, Canada; Dorney Park & Wildwater Kingdom near Allentown, Pennsylvania; Valleyfair, near Minneapolis/St. Paul, Minnesota; Worlds of Fun in Kansas City, Missouri; Geauga Lake & Wildwater Kingdom near Cleveland, Ohio; and Michigan'sMichigan’s Adventure near Muskegon, Michigan. In the southern region are Kings Dominion near Richmond, Virginia; Carowinds near Charlotte, North Carolina; and Worlds of Fun and Oceans of Fun in Kansas City, Missouri. The western parks include Knott’s Berry Farm, near Los Angeles in Buena Park, California; Great America located in Santa Clara, California; and three Knott’s Soak City water parks located in California. The Partnership also owns and operates separate-gated outdoor water parks near San Diego and in Palm Springs, California, and adjacent to Cedar Point, Knott's Berry Farm and Worlds of Fun, and the Castaway Bay Indoor Waterpark Resort in Sandusky, Ohio.Ohio and Star Trek: The Experience, an interactive adventure in Las Vegas, and it operates Bonfante Gardens in Gilroy, California under a management contract. Virtually all of the Partnership'sPartnership’s revenues from its seasonal amusement parks, as well as its outdoor water parks and other seasonal resort facilities, are realized during a 130130- to 140-day operating period beginning in early May, with the major portion concentrated in the third quarter during the peak vacation months of July and August. Both Castaway Bay, Star Trek: The Experience and Knott'sKnott’s Berry Farm are open year-round, but Knott'sKnott’s operates at its highest level of attendance during the third quarterand fourth quarters of the year.

To assure that these highly seasonal operations will not result in misleading comparisons of current and subsequent interim periods, the Partnership has adopted the following accounting and reporting procedures for its seasonal parks: (a) revenues on multi-day admission tickets are recognized over the estimated number of visits expected for each type of ticket and are adjusted at the end of each seasonal period, (b) depreciation, advertising and certain seasonal operating costs are expensed during each park'spark’s operating season, including certain costs incurred prior to the season which are amortized over the season, and (c) all other costs are expensed as incurred or ratably over the entire year.

(3) Derivative Financial Instruments:
Derivative financial instruments are only used within the Partnership’s overall risk management program to manage certain interest rate and foreign currency risks from time to time. The Partnership has only limited involvement with derivative financial instruments and does not use them for trading purposes.
During the third quarter of 2006, the Partnership entered into several interest rates swap agreements as a means of converting a portion of its variable-rate debt into fixed-rate debt. Cash flows related to these interest rate swap agreements are included in interest expense over the term of the agreements, which are set to expire in 2012. These interest rate swap agreements and hedging relationships have been designated and qualify as cash flow hedges. To qualify for hedge accounting under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended, the effectiveness of each hedging relationship is assessed both at hedge inception and at each reporting period thereafter. Also, at the end of each reporting period, ineffectiveness in the hedging relationships is measured as the difference between the change in the fair value of the derivative instruments and the change in the fair value of the expected cash flows. Ineffectiveness, if any, is recorded in other income. The effective portion of the change in the swaps’ fair values is recorded in other comprehensive income.
At September 24, 2006, the Partnership had outstanding interest rate swap agreements with notional amounts totaling $1.0 billion, converting variable-rate debt to an average fixed-rate of 8.11%. The change in fair market value of these agreements, which was obtained from broker quotes, was recorded as a liability of $29.6 million in “Other Liabilities” on the balance sheet at September 24, 2006. No ineffectiveness was recorded in the third quarter of 2006.

(4) Contingencies:

The Partnership is a party to a number of lawsuits arising in the normal course of business. In the opinion of management, these matters will not have a material effect in the aggregate on the Partnership'sPartnership’s financial statements.

8

(5) Earnings per Unit:

Net income per limited partner unit is calculated based on the following unit amounts:

Three months ended

Six months ended

Twelve months ended

06/25/06

06/26/05

06/25/06

06/26/05

06/25/06

06/26/05

(In thousands except per unit amounts)

Basic weighted average units outstanding

outstanding

53,912

53,619

53,884

53,555

53,818

53,341

Effect of dilutive units:

Unit options

908

1,158

-

-

960

1,166

Phantom units

143

140

-

-

159

161

Diluted weighted average units

outstanding

54,963

54,917

53,884

53,555

54,937

54,668

Net income (loss) per unit - basic

$ 0.24

$ 0.23

$ (0.26)

$ (0.23)

$ 2.96

$ 1.34

Net income (loss) per unit - diluted

$ 0.23

$ 0.22

$ (0.26)

$ (0.23)

$ 2.90

$ 1.31

                         
  Three months ended  Nine months ended  Twelve months ended 
  09/24/06  09/25/05  09/24/06  09/25/05  09/24/06  09/25/05 
      (In thousands except per unit amounts)     
Basic weighted average units outstanding  53,968   53,737   53,912   53,617   53,876   53,581 
Effect of dilutive units:                        
Unit options  805   1,090   847   1,166   889   1,169 
Phantom units  191   167   156   160   165   165 
                   
                         
Diluted weighted average units outstanding  54,964   54,994   54,915   54,943   54,930   54,915 
                   
                         
Net income per unit – basic $2.46  $3.18  $2.18  $2.96  $2.22  $2.81 
                   
                         
Net income per unit – diluted $2.42  $3.11  $2.14  $2.89  $2.18  $2.75 
                   
(6) Acquisition:
On June 30, 2006, the Partnership completed the acquisition of all of the outstanding shares of capital stock of Paramount Parks, Inc. (“PPI”) from a subsidiary of CBS Corporation in a cash transaction valued at an aggregate cash purchase price of $1,243 million, prior to direct acquisition costs and certain adjustments per the purchase agreement related to working capital, which have yet to be finalized. Upon closing of the transaction, the Partnership acquired, indirectly through Magnum Management Corporation, its wholly owned subsidiary, the following amusement parks: Canada’s Wonderland near Toronto, Canada; Kings Island near Cincinnati, Ohio; Kings Dominion near Richmond, Virginia; Carowinds near Charlotte, North Carolina; and Great America located in Santa Clara, California. The effectPartnership also acquired Star Trek: The Experience, an interactive adventure located in Las Vegas, and a management contract for Bonfante Gardens in Gilroy, California.
The PPI results of unit optionsoperations since June 30, 2006 are included in the accompanying unaudited condensed consolidated financial statements. The acquisition has been accounted for as a purchase, and phantom unitsaccordingly the purchase price has been allocated to assets and liabilities acquired based upon their estimated fair values at the date of acquisition. The Partnership is in the process of obtaining third-party valuations of certain tangible and intangible assets, as well as developing its plan of integration; thus the allocation of the purchase price to assets and liabilities is subject to adjustment.
The following table shows the preliminary purchase price allocation and resulting goodwill:
     
(in thousands) June 30, 2006
 
Current assets $66,636 
Property and equipment  1,068,127 
Goodwill  324,270 
Intangibles and other assets  77,560 
Current liabilities  121,761 
Deferred taxes and other liabilities  160,470 
In connection with the acquisition, the Partnership terminated its existing term debt and revolving credit agreements and entered into a new $2,090 million credit agreement with certain financial institutions (the “Credit Agreement”). The credit facilities provided under the Credit Agreement include a $1,475 million U.S. term loan, $310 million in U.S. revolving loan commitments, a $270 million Canadian term loan and $35 million in Canadian revolving commitments. All facilities other than the Canadian revolving loan commitment bear interest at either a rate based on the sixLondon interbank offered rate plus 2.50% or a rate based on the prime rate plus 1.50%. Loans made under the Canadian revolving commitment bear interest at either a rate based on Bankers’ Acceptance plus 2.50% or a rate based on the Canadian Prime Rate plus 1.50%. The Credit Agreement also provides for the issuance of documentary and standby letters of credit. The U.S. term loan matures on August 30, 2012 and amortizes at a rate

9

of $14.8 million per year. The Canadian term loan matures on August 31, 2011 and amortizes at a rate of $2.7 million per year. The U.S. revolving commitment and the Canadian revolving commitment expire on August 30, 2011.
The Partnership’s unaudited condensed consolidated financial statements include the results of operations of PPI since June 30, 2006, the date of acquisition. The following unaudited summary information presents the consolidated results of operations of the Partnership on a pro forma basis, as if the PPI acquisition had occurred at the beginning of the periods presented.
             
  Three  
  Months  
  Ended Nine Months Ended
(In thousands, except per unit amounts) 09/25/05 09/24/06 09/25/05
Net revenues $549,105  $871,718  $877,293 
Operating income  229,984   213,845   201,590 
Net income  198,407   56,807   121,630 
Net income per limited partner unit-diluted $3.61  $1.05  $2.21 
The pro forma results include depreciation and amortization of fair value adjustments on property and newly created intangibles and post-acquisition related charges. The pro forma results presented do not reflect cost savings, or revenue enhancements anticipated from the acquisition, and are not necessarily indicative of what actually would have occurred if the acquisition had been completed as of the beginning of the periods presented, nor are they necessarily indicative of future consolidated results. Reflected in the three and nine month results ended September 25, 2005 is a one time reversal of $66.1 million in contingent liabilities related to publicly traded partnership (PTP) taxes.
(7) Goodwill and Other Intangible Assets:
As further described in Note 6, goodwill acquired during 2006 was the result of the completion of the acquisition of PPI. In accordance with FASB Statement No. 142, “Goodwill and Other Intangible Assets,” goodwill is not amortized, but is evaluated for impairment on an annual basis. A summary of changes in the Partnership’s carrying value of goodwill is as follows:
     
Balance at January 1, 2006 $9,061 
Acquisition  324,270 
Translation and other adjustments  (853)
    
Balance at September 24, 2006 $332,478 
    
At September 24, 2006, the Partnership’s other intangible assets consisted of the following:
             
  September 24, 2006 
  Gross  Accumulated  Net 
(In thousands) Carrying Amount  Amortization  Carrying Value 
Other intangible assets:            
Trade names $52,300  $—  $52,300 
License / franchise agreements  14,142   678   13,464 
Non-compete agreements  200   10   190 
Customer relationships  400   50   350 
          
Total other intangible assets $67,042  $738  $66,304 
          
Amortization expense of other intangible assets for the three months ended June 25,September 24, 2006 and June 26, 2005, had they not been antidilutive, would have been 1.0 million and 1.5 million units, respectively.was $392,000.

10

ITEM 2. MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Business Overview :

We generate our revenues primarily from sales of (1) admission to our parks, (2) food, merchandise and games inside our parks, and (3) hotel rooms, food and other attractions outside our parks. Our principal costs and expenses, which include salaries and wages, advertising, maintenance, operating supplies, utilities and insurance, are relatively fixed and do not vary significantly with attendance. The fixed nature of these costs makes attendance a key factor in the profitability of each park. Results
On June 30, 2006, we completed the acquisition of all of the outstanding shares of capital stock of Paramount Parks, Inc. (“PPI”) from a subsidiary of CBS Corporation. Upon closing of the transaction, we acquired, indirectly through Magnum Management Corporation, a wholly owned subsidiary of Cedar Fair, the following amusement parks: Canada’s Wonderland near Toronto, Canada; Kings Island near Cincinnati, Ohio; Kings Dominion near Richmond, Virginia; Carowinds near Charlotte, North Carolina; and Great America located in Santa Clara, California. We also acquired Star Trek: The Experience, an interactive adventure in Las Vegas, and a management contract for Bonfante Gardens in Gilroy, California. The acquisition represents a major strategic event in Cedar Fair’s history and is expected to result in cost synergies as well as future growth opportunities. The results of PPI operations includehave been included in the Unaudited Condensed Consolidated Financial Statements from June 30, 2006, the date of the acquisition. Further discussion of this transaction can be found under Note 6 to the Unaudited Condensed Consolidated Financial Statements.
With this acquisition, we are now 17 distinct amusement parks, covering a much larger diversified footprint. In order to more efficiently manage our properties and communicate our results going forward, we have created regional designations for our parks. The Northern Region, which is the largest, includes Cedar Point and the adjacent Soak City water park, Kings Island, Canada’s Wonderland, Dorney Park, Valleyfair, Geauga Lake since its acquisitionand Michigan’s Adventure. The southern region includes Kings Dominion, Carowinds, Worlds of Fun and Oceans of Fun. Finally, our Western Region includes Knott’s Berry Farm, Great America and the Soak City water parks located in April of 2004.

Palm Springs, San Diego and adjacent to Knott’s Berry Farm. This region also includes Star Trek: The Experience, an interactive adventure in Las Vegas.

Critical Accounting Policies:

Management's

Management’s discussion and analysis 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 estimates and assumptions during the normal course of business that affect the reported amounts in the unaudited condensed consolidated financial statements. Actual results could differ significantly from those estimates under different assumptions and conditions. The following discussion addresses our critical accounting policies, which are those that are most important to the portrayalreporting of our financial condition and operating results and involve a higher degree of judgment and complexity (See Note 2 to our Consolidated Financial Statements for the year ended December 31, 2005, as included in the Form 10-K filed on March 14, 2006, for a complete discussion of our significant accounting policies).

Accounting for Business Combinations

– Business combinations are accounted for under the purchase method of accounting. The amounts assigned to the identifiable assets acquired and liabilities assumed in connection with acquisitions are based on estimated fair values as of the date of the acquisition, with the remainder, if any, recorded as goodwill. The fair values are determined by management, taking into consideration information obtained during the due diligence process, valuations supplied by independent appraisal experts for significant business combinations and other relevant information. The valuations are generally based upon future cash flow projections for the acquired assets, discounted to present value. The determination of fair values requires significant judgment both by management and outside experts engaged to assist in this process.

Property and Equipment -Property – Property and equipment are recorded at cost. Expenditures made to maintain such assets in their original operating condition are expensed as incurred, and improvements and upgrades are capitalized. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets. The composite method is used for the group of assets acquired as a whole in 1983, as well as for the groups of like assets of each subsequent business acquisition. The unit method is used for all individual assets purchased.

Self-Insurance Reserves -Reserves – Reserves are recorded for the estimated amounts of guest and employee claims and expenses incurred each period that are not covered by insurance. These estimates are established based upon historical claims data and third-party estimates of settlement costs for incurred claims. These reserves are periodically reviewed for changes in these factors and adjustments are made as needed.

11

Revenue Recognition -Revenues – Revenues on multi-day admission tickets are recognized over the estimated number of visits expected for each type of ticket, and are adjusted at the end of each seasonal period. All other revenues are recognized on a daily basis based on actual guest spending at our facilities, or over the park operating season in the case of certain marina dockage revenues and certain sponsorship revenues.

Derivative Financial Instruments – The use of derivative financial instruments is accounted for according to SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” and related amendments. For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the change in fair value of the derivative instrument is reported as a component of “Other comprehensive income (loss)” and reclassified into earnings in the period during which the hedged transaction affects earnings. Derivative financial instruments used in hedging transactions are assessed both at inception and quarterly thereafter to ensure they are effective in offsetting changes in the cash flows of the related underlying exposures.

Results of Operations:

Second Quarter -

Operating

Our results of operations for the second quarterthree, nine and twelve months ended September 24, 2006 and September 25, 2005 are not directly comparable due to the acquisition of PPI on June 30, 2006. Since material changes to our statements of operations are primarily due to this acquisition, we will also discuss operating results on a same-park basis to previous periods.
Third Quarter –
The following table presents key operating and financial information for the three months ended September 24, 2006 and September 25, 2006, reflect a total of two less operating days than the same period a year ago. 2005:
                     
  All Properties (a)  Same Park Comparison (b) 
  Three months  Three months  Three months    
  ended  ended  ended  Increase (Decrease) 
  9/24/06  9/24/06  9/25/05  $  % 
      (Amounts in thousands except per capita spending)         
Attendance  13,024   7,195   7,246   (51)  (0.7)
Per capita spending $38.81  $37.61  $37.68  $(0.07)  (0.2)
Out-of-park revenues $51,519  $47,510  $47,620  $(110)  (0.2)
                     
Net revenues $542,149  $315,037  $317,025  $(1,988)  (0.6)
Cash operating costs and expenses  256,614   156,067   152,690   3,377   2.2 
Depreciation and amortization  56,312   28,705   28,102   603   2.1 
Non-cash compensation expense  22   22   60   (38)  (63.3)
                
Operating income $229,201  $130,243  $136,173  $(5,930)  (4.4)
                
(a)Includes results for all owned and/or managed properties as of September 24, 2006.
(b)Same park comparison includes properties owned and operated for the full periods in 2006 and 2005 and excludes the acquired parks.
Same-Park Comparison:
For the quarter ended September 24, 2006, consolidated net revenues on a same-park basis decreased 2%, or $3.5 million,less than 1% to $145.4$315.0 million from $148.9$317.0 million in 2005, on a 3%less than 1% decrease, or 93,000approximately 51,000 visits, in combined attendance, a 4% increase, or $1.0 million, in out-of-park revenues and average in-park per capita spending thatand out-of-park revenues which remained relatively unchanged fromto the same period in 2005. The lower second quarterslight decrease in attendance was largely attributableand subsequent revenues is primarily due to shortfalls at several of our northern region parks, including Cedar Point Dorney Park and Geauga Lake, where heavy rainsValleyfair. This region was impacted operations in late June. In addition, economic pressures inby higher gas prices and a soft economy during the Ohio and Michigan areas continue to adversely affectquarter. This decrease was partially offset by increased attendance and revenues. Our attendance shortfalls were slightly offset by improved operating resultsper capita spending at other amusement parks within the region. The southern region, which benefited from a world-class roller coaster introduced at Worlds of Fun, which benefited fromcontinues to see improved attendance and revenues while the western region’s performance was comparable with the same three additional operating daysmonths in the second quarter and the successful debut of it s new inverted roller coaster, Patriot. An increase in out-of-park revenues at Knott's Berry Farm, which includes results from the Knott's Berry Farm Hotel and an adjacent TGI Friday's, also contributed nicely.2005.

12

Excluding depreciation and other non-cash charges, total cash operating costs and expenses for the quarter, decreased 2%, or $1.6 million,on a same-park basis, increased 3% to $107.3$156.1 million from $108.9$152.7 million in 2005,2005. A portion of this increase, approximately $1.7 million, is the result of increased corporate costs due in large part to the lateracquisition of the Paramount Parks. Since this acquisition on June 30, 2006, we have introduced new staffing at the corporate level that will focus on regional operations, marketing and purchasing opportunities for the new combined company. The increase in corporate costs in the third quarter are expected to be more than offset by reductions in overhead costs at the combined company over the long term. The remainder of this increase was attributable to higher cost of goods sold and seasonal wages in our southern region, which recognized higher attendance trends during the third quarter, and the timing of advertising programs at Knott's Berry Farm, as well as fewer operating dayscosts in the period. western region.
After depreciation and a small non-cash charge for unit options, operating income for the quarter on a same-park basis decreased 4% to $130.2 million from $136.2 million a year ago.
Combined Results:
On a combined basis, consolidated net revenues for the quarter were $542.1 million. Excluding depreciation and other non-cash charges, combined operating costs and expenses were $256.6 million versus $152.7 million for the same period in 2005. After depreciation and a small non-cash charge for unit options, operating income for the quarter, decreased to $19.9on a combined basis, was $229.2 million from $22.4compared with $136.2 million a year ago.

in 2005.

Interest expense for the quarter increased approximately $1.2$28.5 million to $8.0$35.0 million, due to the PPI acquisition and refinancing of existing debt. As part of the refinancing of existing debt, we recognized a loss on the early extinguishment of debt of $4.7 million. Further discussion of this transaction can be found in large partthe “Liquidity and Capital Resources” section and in Note 6 to higher short-term rates. the Unaudited Condensed Consolidated Financial Statements.
A provision for taxes of $56.7 million was recorded to account for the tax attributes of our corporate subsidiaries and PTP taxes. This compares with a credit for taxes of $41.1 million for the same period in 2005, when we reversed $66.1 million of contingent liabilities related to PTP taxes.
After interest expense and a small tax provision for taxes, combined net income for the period was $11.1totaled $132.9 million, or $0.20$2.42 per diluted limited partner unit, compared towith net income of $12.3$170.8 million, or $0.22$3.11 per unit, a year ago. Reflected in the 2005 second quarter provision for taxes is a contingent liability related to publicly traded partnership (PTP) taxes that was reversed during the third quarter of 2005. The accrual was established when the PTP taxes first came into effect, because we could not be certain at that time how the taxes would be applied. Now after a number of years of filing returns, we have a fair amount of evidence as to how the taxes are imposed, including the completion of examinations of our tax filings. Based on this evidence, during the third quarter of 2005, we reversed the contingent liability back into income. Computing a 2005 second-quarter accrual consistent with the current accounting treatment, net income for that period would have been $15.1 million, or $0.28 per diluted limited partner unit.

13

Six

Nine Months Ended June 25,September 24, 2006 -

Operating results–

The following table presents key operating and financial information for the sixnine months ended JuneSeptember 24, 2006 and September 25, 2006, reflect a total of three less operating days than2005:
                     
  All    
  Properties    
  (a)  Same Park Comparison (b) 
  Nine months  Nine months  Nine months    
  ended  ended  ended  Increase (Decrease) 
  9/24/06  9/24/06  9/25/05  $  % 
      (Amounts in thousands except per capita spending)         
Attendance  16,639   10,811   10,943   (132)  (1.2)
Per capita spending $38.68  $37.80  $37.87  $(0.07)  (0.2)
Out-of-park revenues $87,175  $83,166  $83,035  $131   0.2 
                     
Net revenues $711,523  $484,411  $490,678  $(6,267)  (1.3)
Cash operating costs and expenses  412,084   311,537   309,468   2,069   0.7 
Depreciation and amortization  78,004   50,397   49,042   1,355   2.8 
Non-cash compensation expense  56   56   1,079   (1,023)  (94.8)
                
Operating income $221,379  $122,421  $131,089  $(8,668)  (6.6)
                
(a)Includes results for all owned and/or managed properties as of September 24, 2006.
(b)Same park comparison includes properties owned and operated for the full periods in 2006 and 2005 and excludes the acquired parks.
Same-Park Comparison:
For the sixnine months ended June 26, 2005. During the first half of 2006, heavy rainfall in late June in the Midwest, as well as increased competition in the Sandusky area for indoor water parks, negatively impacted our results. For the six months ended June 25,September 24, 2006, net revenues, on a same-park basis, decreased 3%1% to $169.4$484.4 million from $173.7$490.7 million for the six-monthsame period ended June 26,in 2005, on a 2%,1% decrease, or 82,000132,000 visits, decrease in combined attendance a 1%, or $230,000, increase inand per capita and out-of-park revenues which remained relatively unchanged to the same period in 2005. The decrease in attendance and average in-park per capita spending that remained unchanged.

Through the first six monthssubsequent decrease in revenues is attributable to our northern region parks, including Cedar Point and Valleyfair. This region continues to be impacted by higher gas prices and a soft economy. These decreases were somewhat offset by favorable attendance in our southern region, where a new world-class roller coaster was introduced at Worlds of the year, operating costs and expenses, beforeFun.

Excluding depreciation and other non-cash charges, decreasedtotal cash operating costs and expenses for the nine months on a same-park basis increased less than 1%, or $1.3 to $311.5 million from $309.5 million in 2005. The increase in cash operating costs is primarily attributable to $155.5 million, due in partadditional corporate overhead costs relating to the later timingPPI acquisition and higher cost of the advertising program at Knott's Berry Farm, as well as fewer operating daysgoods sold and seasonal wages in our southern region, which recognized higher attendance trends during the period. After depreciation and a small non-cash charge for unit options, operating loss increasedincome for the period on a same-park basis decreased 7% to $7.8$122.4 million from $5.1$131.1 million a year ago.
Combined Results:
On a combined basis, consolidated net revenues for the nine months were $711.5 million. Excluding depreciation and other non-cash charges, combined cash operating costs and expenses were $412.1 million versus $309.5 million for the same period in 2005. After depreciation and a small non-cash charge for unit options, operating income for this period, on a combined basis, was $221.4 million compared with $131.1 million for the nine months ended in 2005.
Interest expense over this same time increased approximately $30.4 million to $50.2 million, due to the acquisition of PPI. We were also required to refinance our existing debt and subsequently recognized a loss on the early extinguishment of debt of $4.7 million. Further discussion of this transaction can be found in the “Liquidity and Capital Resources” section and in Note 6 to the Unaudited Condensed Consolidated Financial Statements.

14

Interest expense

A provision for the first six monthstaxes of the year increased to $15.2$49.1 million from $13.3 million in 2005, due to higher short-term rates. In addition, the unamortized loan fees from our previous revolving credit agreement, which was replaced with a new facility in the first quarter of 2006, were charged to interest expense.

Included in the 2005 second quarter net income is a non-cash credit of $459,000recorded to account for the changetax attributes of our corporate subsidiaries and PTP taxes. This compares with a credit for taxes of $46.8 million for the same period in fair value2005, when we reversed $66.1 million of two interest rate swap agreements that expired during the first quarter of 2005. As such, there is no similar non-cash credit in the current period. contingent liabilities related to PTP taxes.

After non-cash credits, interest expense and creditprovision for taxes, the net lossincome for the first sixnine months of the year was $15.4totaled $117.5 million, or $0.29$2.14 per diluted limited partner unit, compared to awith net lossincome of $12.3$158.5 million, or $0.23$2.89 per unit, a year ago. Assuming a comparable 2005 six-month PTP tax accrual to 2006, net loss for the six months ended June 26, 2005 would have been $9.0 million, or $0.17 per diluted limited partner unit.

Twelve Months Ended JuneSeptember 24, 2006 –

The following table presents key operating and financial information for the twelve months ended September 24, 2006 and September 25, 2006 -

2005:

                     
  All Properties (a)  Same Park Comparison (b) 
      Twelve  Twelve    
  Twelve months  months  months    
  ended  ended  ended  Increase (Decrease) 
  9/24/06  9/24/06  9/25/05  $  % 
      (Amounts in thousands except per capita spending)     
Attendance  18,434   12,606   12,529   77   0.6 
Per capita spending $38.49  $37.65  $37.46  $0.19   0.5 
Out-of-park revenues $100,744  $96,734  $97,091  $(357)  (0.4)
                     
Net revenues $789,552  $562,440  $558,837  $3,603   0.6 
Cash operating costs and expenses  477,123   376,576   375,984   592   0.2 
Depreciation and amortization  84,727   57,120   55,760   1,360   2.4 
Non-cash compensation expense  90   90   2,169   (2,079)  (95.9)
                
Operating income $227,612  $128,654  $124,924  $3,730   3.0 
                
(a)Includes results for all owned and/or managed properties as of September 24, 2006.
(b)Same park comparison includes properties owned and operated for the full periods in 2006 and 2005 and excludes the acquired parks.
Same-Park Comparison:
For the twelve months ended June 25,September 24, 2006, which included actual 2005 peak seasonfourth quarter operating results, net revenues on a same-park basis increased 3%1% to $564.4$562.4 million from $547.4$558.8 million for the twelve monthstwelve-month period ended June 26,September 25, 2005, which included actual 2004 peak seasonfourth quarter operating results. Over thisThe increase in consolidated revenues was the result of a 1% increase, or 77,000 visits, in combined attendance. Out-of-park revenues and in-park per capita spending remained relatively unchanged to the same period in 2005.
For the twelve months ended September 24, 2006, operating costs and expenses, on a same-park basis before depreciation and other non-cash charges, decreasedincreased less than 1% to $373.2$376.6 million from $378.2 million.$376.0 million from the twelve months ended September 25, 2005. This increase is attributable to additional corporate overhead costs due to the recent acquisition of PPI as previously discussed. After depreciation and a small non-cash charge for unit options, operating income for the twelve-month period, on a same-park basis, was $128.7 million, compared with operating income of $124.9 million over the same period in 2005.
Combined Results:
On a combined basis, consolidated net revenues for the twelve months ended September 24, 2006, were $789.6 million. Excluding depreciation and other non-cash charges, combined cash operating costs and expenses were $477.1 million versus $376.0 million for the same period in 2005. After depreciation and a small non-cash charge for unit options, operating income for the twelve month period increased $20.7months, on a combined basis, was $227.6 million to $134.6compared with $124.9 million from $113.9 million overfor the same period in 2005. This increase was

15

Interest expense for the twelve month period increased $30.8 million to $56.6 million, due to the strong performanceacquisition of PPI. We also recognized a $4.7 million loss on the early extinguishment of debt. During this same period, we recorded a provision for taxes of $46.6 million, to account for the tax attributes of our fall promotions, particularly at Knott's Berry Farm, incorporate subsidiaries and PTP taxes. This compares with a credit for taxes of $50.4 million a year ago, which includes the fourth quarterreversal of 2005, which is included in the twelve months ended June 25, 2006, compared to the fourth quarter of 2004.

For the twelve-month period ended June 26, 2005, we recognized a non-cash credit of $2.5 million for the change in fair value of the two interest rate swap agreements that expired in the first quarter of 2005. As such, there is no similar non-cash credit in the current twelve-month period. PTP tax accrual as previously discussed.

After non-cash credits, interest expense and provision for taxes, net income increased to $157.7for the twelve months ended September 24, 2006 was $119.8 million, or $2.87$2.18 per diluted limited partner unit, from $71.7compared with net income of $150.8 million, or $1.31$2.75 per diluted limited partner unit, in the prior period. In addition to the improved operating results, the increase in net income for the current twelve-month period is partly attributable to the reversal in the third quartertwelve months ended September 25, 2005.
October 2006 –
Results of 2005 of $62.6 million of contingent liabilities recorded in prior years related to PTP taxes, as well as higher provisions for PTP taxes of $10.2 million recordedoperations improved during the twelve-month period ended June 26, 2005.

July 2006 -

month of October, as our fall promotions continue to gain in popularity with guests. Excluding the acquisition of Paramount Parks, combined attendance through the first seven monthsin October improved year over year erasing much of the year was down 2%, or 140,000 visits, from 2005.shortfall as of September 24, 2006. Over the same period, average in-park guest per capita spending was down less than 1% and out-of-park revenues were up $250,000. Soft attendance figures duringalso remained comparable to the early part of the season at several of our northern parks produced the 2% attendance shortfall; while the increase in out-of-park revenues was generated by improved results at Knott's Berry Farm's hotel and adjacent TGI Friday's, offset by soft first-quarter operating results at Castaway Bay. Through the end of July, combined revenues decreased 2%, or $6.7 million, to $322.3 million in 2006 from $329.0 million through the first seven months of 2005, on a same-park basis.

prior year.

Including results from the Paramount Parks since their acquisition, combined revenues through the end of JulyOctober totaled $428.2$797.2 million. Over this same period, combined attendance totaled 9.718.2 million visits, average in-park guest per capita spending was $38.22,$38.68, and out-of-park revenues totaled $56.7$92.6 million.

Integration Progress –

The third quarter was our first quarter of operations with the Paramount Parks. Since the acquisition we have established an integrated management team, begun to recognize cost savings from staffing reductions, consolidated purchasing contracts for services, such as food, energy, entertainment, marketing and sales, and begun the process of streamlining our information systems. We have also launched joint marketing initiatives across all parks for the 2007 season.
Through the end of 2006, we estimate we will recognize incremental restructuring costs of approximately $2-3 million at the PPI properties, which will be more than offset by cost savings of approximately $4.5-5 million.
Adjusted EBITDA -

–

We believe that adjusted EBITDA (earnings before interest, taxes, depreciation, and all other non-cash items) is a meaningful measure of park-level operating profitability because we use it for measuring returns on capital investments, evaluating potential acquisitions, determining awards under incentive compensation plans, and calculating compliance with certain loan covenants. For the secondthird quarter adjusted EBITDA decreased $1.8increased $121.2 million to $38.1$285.5 million due to the acquisition of PPI. On a same park basis, adjusted EBITDA decreased $5.3 million to $159.0 million. This is primarily attributable to attendance shortfallsincreased corporate costs in the near term of $1.7 million as we begin to integrate the five new properties into our existing portfolio of assets and a decrease in operating profits from our northern region parks, Cedar Point and Valleyfair. This decrease was offset slightly by improved results at severalthe other parks within the northern region and our southern region parks, where a new world-class roller coaster was introduced at Worlds of our parks.Fun. For the six-monthnine-month period, adjusted EBITDA, increased $118.2 to $299.4 million and on a same-park basis adjusted EBITDA decreased $3.0$8.3 million to $13.9 million due$172.9 million. The decrease in adjusted EBITDA for the nine months is, likewise, attributable to cost incurred to integrate the PPI properties into our existing portfolio and soft operating resultsattendance at Castaway Bay during the first quarterour northern region parks which includes Cedar Point and attendance shortfalls at several parks in the second quarter.

Valleyfair.

Adjusted EBITDA is provided here 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, nine, and six-monthtwelve-month periods ended June 25,September 24, 2006 and June 26,September 25, 2005.

16

 

 

Three months ended

 

Six months ended

 

 

 

6/25/2006

 

6/26/2005

 

6/25/2006

 

6/26/2005

 

 

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

$ 38,112

 

$ 39,911

 

$ 13,904

 

$ 16,875

 

Depreciation and amortization

 

18,218

 

17,486

 

21,692

 

20,940

 

Non-cash unit option expense

 

22

 

64

 

34

 

1,019

 

Operating income

 

19,872

 

22,361

 

(7,822)

 

(5,084)

 

Interest expense

 

8,040

 

6,848

 

15,241

 

13,349

 

Other (income)

 

-

 

-

 

-

 

(459)

 

Provision (credit) for taxes

 

772

 

3,243

 

(7,619)

 

(5,680)

 

Net income (loss)

 

$ 11,060

 

$ 12,270

 

$ (15,444)

 

$ (12,294)

                         
  Three months ended  Nine months ended  Twelve months ended 
  9/24/2006  9/25/2005  9/24/2006  9/25/2005  9/24/2006  9/25/2005 
          (In thousands)         
Adjusted EBITDA $285,535  $164,335  $299,439  $181,210  $312,429  $182,853 
Depreciation and amortization  56,312   28,102   78,004   49,042   84,727   55,760 
Non-cash unit option expense  22   60   56   1,079   90   2,169 
                   
Operating income  229,201   136,173   221,379   131,089   227,612   124,924 
Interest expense  34,966   6,464   50,207   19,813   56,599   25,817 
Loss on early extinguishment of debt  4,697   —   4,697   —   4,697   — 
Other (income)  (54)  —   (54)  (459)  (54)  (1,290)
Provision (credit) for taxes  56,689   (41,122)  49,070   (46,802)  46,596   (50,398)
                   
Net income $132,903  $170,831  $117,459  $158,537  $119,774  $150,795 
                   

Liquidity and Capital Resources:

We ended the secondthird quarter of 2006 in sound financial condition in terms of both liquidity and cash flow. The negative working capital ratio (current liabilities divided by current assets) of 2.31.3 at June 25,September 24, 2006 is the result of our highly seasonal business and careful managementour recent refinancing of cash flowdebt due to reduce borrowings.the acquisition of PPI on June 30, 2006. Further discussion of this transaction can be found in Note 6 to the Unaudited Condensed Consolidated Financial Statements. Receivables and inventories are at normal seasonal levels and cash and credit facilities are in place to fund current liabilities.

At the end of the quarter, we had $365 million of fixed-rate term debt, with staggered maturities ranging from 2007 to 2018, as well as a $250 million revolving credit facility. Borrowings under the revolving credit facility totaled $196.6 million as of June 25, 2006.

On June 30, 2006, in connection with our acquisition of the five Paramount Parks previously owned by CBS Corporation, (see Note 1 on page 7 of this quarterly report), we terminated our existing term debt and revolving credit agreements and entered into a new $1,895$2,090 million bridge credit agreement. agreement with certain financial institutions (the “Credit Agreement”).
The credit facilities provided under the bridge agreement consist ofCredit Agreement include a $1,475 million U.S. term loan, $310 million in U.S. revolving loan commitments, a $270 million Canadian term loan and $35 million in Canadian revolving loan commitments. All facilities other than the amountCanadian revolving commitment bear interest at either a rate based on the London interbank offered rate plus 2.50% or a rate based on the prime rate plus 1.50%. Loans made under the Canadian revolving commitment bear interest at either a rate based on Bankers’ Acceptance plus 2.50% or a rate based on the Canadian Prime Rate plus 1.50%. The Credit Agreement also provides for the issuance of documentary and standby letters of credit. The U.S. term loan matures on August 30, 2012 and amortizes at a rate of $14.8 million per year. The Canadian term loan matures on August 31, 2011 and amortizes at a rate of $2.7 million per year. The U.S. revolving commitment and the Canadian revolving commitment expire on August 30, 2011.
At the end of the quarter, we had $1,745 million of variable-rate term debt and commitments to makeno outstanding borrowings on our revolving loans of up to $150 million. Wecredit facilities. During the quarter, we entered into this bridge agreementseveral interest rate swap agreements as a formmeans of temporary financing to complete the acquisition and provide an interim sourceconverting a portion of working capital liquidity. The term of the bridge agreement expires August 31, 2006, and we intend to enterour variable-rate debt into a permanent financing arrangement to provide longer-term financing prior to the termination of the bridge agreement.

fixed-rate debt.

Credit facilities and cash flow from operations are expected to be adequate to meet working capital needs, planned capital expenditures and regular quarterly cash distributions for the foreseeable future.

Off Balance Sheet Arrangements:

We have no significant off-balance sheet financing arrangements.

Forward Looking Statements

Some of the statements contained in this report, including the "Management's“Management’s Discussion and Analysis of Financial Condition and Results of Operations"Operations” section, constitute forward-looking statements. These statements may involve risks and uncertainties that could cause actual results to differ materially from those described in such statements. Although the Partnership believeswe believe that the expectations reflected in such forward-looking statements are reasonable, itwe can give no assurance that such expectations will prove to have been correct. Important factors, including general economic conditions, competition for consumers'consumers’ leisure time and spending,

17

adverse weather conditions, risks concerning the acquisition of the Paramount Parks, unanticipated construction delays, and other factors could affect attendance and in-park guest per capita spending at our parks and cause actual results to differ materially from the Partnership'sour expectations. The risks and uncertainties concerning the acquisition of the Paramount Parks include, but are not limited to theour ability of the Partnership to combine the operations and take advantage of growth, savings and synergy opportunities.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks from fluctuations in interest rates and from time to time, currency exchange rates. TheOne 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.

At June 25,September 24, 2006, $365$1,000 million of our outstanding long-term debt representedhas been converted to fixed-rate debt through the use of interest rate swap agreements and $196.6$745 million represented variable-rate debt. A hypothetical one percentage point increase in the applicable interest rates on our variable-rate debt would increase annual interest expense by approximately $1.3$7.5 million as of June 25,September 24, 2006.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures -

The Partnership maintains a system of controls and procedures designed to provide reasonable assurance as to the reliability of the financial statements and other disclosures included in this report. As of June 25,September 24, 2006, the Partnership has evaluated the effectiveness of the design and operation of its disclosure controls and procedures under supervision of management, including the Partnership'sPartnership’s Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Partnership'sPartnership’s disclosure controls and procedures are effective in timely alerting them to material information required to be included in the Partnership'sPartnership’s periodic Securities and Exchange Commission filings.

(b) Changes in Internal Control Over Financial Reporting -

There were no significant changes in the Partnership'sPartnership’s internal controls over financial reporting in connection with its 2006 secondthird quarter evaluation, or subsequent to such evaluation, that have materially affected, or are reasonably likely to materially affect, the Partnership'sPartnership’s internal control over financial reporting.

18

PART II -— OTHER INFORMATION

ITEM 1A. RISK FACTORS -

–

With the exception of the new items listed below, there have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2005. The following list includes only new risk factors or risk factors that have been modified or have materially changed since year-end.

If the acquisition of the Paramount Parks does not generate the results we anticipate, then the debt we put in placeincurred to finance the acquisition could limit our earnings and cash available for distributions.

Our ability to service our debt and maintain our distributions depends in part upon achieving anticipated results from the acquisition of the Paramount Parks. If the acquisition of the Paramount Parks does not generate the anticipated savings from integration, or the acquired parks do not generate the anticipated cash flows from operations, then the debt we put in place to finance the acquisition could limit our earnings and cash available for distribution.

If we are unable to extend or replace on favorable terms the bridge financing that we incurred for the acquisition of the Paramount Parks, then our debt service costs and profitability could be adversely affected.

On June 30, 2006, we entered into a new $1,895 million bridge credit agreement as a form of temporary financing to complete the acquisition of the Paramount Parks and provide an interim source of working capital. We are currently negotiating permanent financing with an institutional lender to replace the bridge financing prior to August 31, 2006, the end of the term of the bridge credit agreement. We cannot guarantee that we will be able to extend or replace on favorable terms the bridge financing prior to August 31, 2006, which could adversely affect our debt service costs and our profitability.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS -

The annual meeting of the limited partners of Cedar Fair, L.P. was held on May 18, 2006 to consider and vote upon the election of two Directors of the general partner for a three-year term expiring in 2009. The following individuals were re-elected to the Board of Directors of the general partner, with votes as indicated opposite each director's name:

 

Nominee

For

Withheld

    

Michael D. Kwiatkowski

47,395,053

1,378,302

 

Steven H. Tishman

47,965,502

807,853

ITEM 6. EXHIBITS

  

Exhibit (31.1)

Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

  

Exhibit (31.2)

Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

  

Exhibit (32.1)

Certifications Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

19

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 4, 2006

/s/ Peter J. Crage

 

Peter J. Crage

 

Corporate Vice President - Finance

(Chief Financial Officer)

  
  

/s/ Brian C. Witherow

Brian C. Witherow

Vice President and Corporate Controller

(Chief Accounting Officer)

INDEX TO EXHIBITS

Page Number

CEDAR FAIR, L.P.
    (Registrant)
By Cedar Fair Management, Inc.
General Partner
Date: November 3, 2006/s/ Peter J. Crage
Peter J. Crage
Corporate Vice President — Finance
(Chief Financial Officer)
/s/ Brian C. Witherow
Brian C. Witherow
Vice President and Corporate Controller
(Chief Accounting Officer)

20

INDEX TO EXHIBITS
Page
Number
Exhibit (31.1)

Certification of Principal Executive Officer Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

 

15

22
    

Exhibit (31.2)

Certification of Principal Financial Officer Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

 

16

23
    

Exhibit (32.1)

Certifications Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

 

17

24

21